Second Amendment to Stockholders Agreement



 EXHIBIT 10.14 
  
 SECOND AMENDMENT 
 TO 
 STOCKHOLDERS AGREEMENT 
  
 THIS SECOND AMENDMENT TO STOCKHOLDERS AGREEMENT (the “Second Amendment”) dated as of January 1, 2003, is entered into among QC Holdings,
Inc., a Kansas corporation (the “Company”), and each of the existing Stockholders of the Company listed on the signature pages hereto. 
  
 WITNESSETH 
  
 WHEREAS, the Company and the Stockholders have previously entered into a Stockholders Agreement, dated as of October 16, 1999 (the “Original
Agreement”), which was amended by letter agreement dated January 19, 2000 (the “First Amendment”); and 
  
 WHEREAS, the Company and the Stockholders desire to further amend the Original Agreement and to supersede in its entirety the First Amendment.

  
 NOW, THEREFORE, in consideration of the mutual promises
and covenants herein contained, the receipt and sufficiency of which are acknowledged, the Company and the Stockholders agree as follows: 
  
 1. Definitions. The Original Agreement, as amended by the First Amendment and as hereby and hereafter supplemented or amended, is referred to as
the “Agreement.” All other capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Original Agreement. 
  
 2. Restatement of Article 6. Article 6 of the Original Agreement, as amended by the First Amendment, is hereby supplemented and amended to read in
its entirety as follows: 
  
 6. Stock Purchase Obligation

  
 6.1 Key Man Insurance. The Company
presently maintains key man insurance on Don Early in the amount of $15,000,000 and Gregory L. Smith in the amount of $2,000,000. The Company is the owner of the policies and is entitled to all proceeds thereunder. The Company agrees to keep the
foregoing insurance policies in force (or similar insurance policies with aggregate insurance coverages on the lives of Don Early and Gregory L. Smith in amounts not less than $15,0000,000 and $2,000,000, respectively) and to pay timely all premiums
thereon. 
  
 6.2 Purchase Obligation. (a)
Upon the death of Don Early, the Company will purchase from Don Early’s estate, and Don Early’s estate shall sell to the Company, that number of Shares as equals $15,000,000 divided by a per Share price of $26.50. 
  
 (b) Upon the death of Gregory L. Smith, the Company will
purchase from Gregory L. Smith’s estate, and Gregory L. Smith’s estate shall sell to the Company, that number of Shares as equals $2,000,000 divided by a per Share price of $26.50. 
  









 (c) The purchase price per Share for any Shares purchased in accordance with this
Article 6 will be adjusted from time to time to equal to the most recent price at which the Company has issued any Shares of Common Stock in any arms-length transaction prior to the date of death of Don Early or Gregory L. Smith, as
applicable. 
  
 (d) The Company’s shall
repurchase Shares from the estate of Don Early or Gregory L. Smith as soon as practicable after the date of death and in any event within five business days after receipt of any life insurance proceeds from policies maintained in accordance with
Section 6.1. 
  
 (e) Each of Don Early and
Gregory L. Smith agrees for himself, his heirs, estate and assigns to sell the number of Shares specified above to the Company upon his death. 
  
 6.3 Limitations Under Credit Agreements. The obligation of the Company to repurchase any Shares from the estate of Don Early or
Gregory L. Smith is subject to any limitations thereon under any credit or financing agreements to which the Company is a party. The Company, Early and Smith acknowledge that as of the date hereof, the Company’s senior credit agreement
restricts the purchase of Shares by the Company. The Company will use its reasonable efforts to obtain any bank consents or waivers necessary under any credit agreement then in effect to permit the Company to fulfill its obligations under this
Article 6 to the fullest extent possible upon the death of either Don Early or Gregory L. Smith. If the Company’s senior credit facilities do not permit the Company to purchase all of the Shares specified in Section 6.2 to be
repurchased from Don Early or Gregory L. Smith, as applicable, the Company will purchase the maximum number of Shares permitted under the senior credit facilities, at the per Share price required under Section 6.2. 
  
 3. Notices. The notice address for the Company in Article 8 of
the Original Agreement is updated to read as follows: 
  
 QC
Holdings, Inc. 
 2812 West 47th Street 
 Kansas City, Kansas 66103 
 Attn: Don A. Early 
 Telephone No.: (913) 439-1100 
 Facsimile No.:: (913) 439-1170 
  
 with a copy to: 
  
 Gilmore & Bell, P.C. 
 2405 Grand Blvd.,
Suite 1100 
 Kansas City, Missouri 64108 
 Attn: Richard M. Wright, Jr., Esq. 
 Telephone No.: (816) 221-1000 
 Facsimile No.: (816) 221-1018 
  
 4. Entire Agreement. Except as expressly set forth above, the terms of the Original Agreement remain in full force and effect. The First Amendment
is superseded in its entirety by this Second Amendment. The Original Agreement, as hereby supplemented and amended, constitutes the 

  

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entire agreement among the Company and the Stockholders with respect to the subject matters of the Agreement and supercedes all prior agreements, oral or
written, including any prior agreements with respect to any subsidiaries of the Company. 
  
 [Remainder of Page Intentionally Left Blank] 
  

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 STOCKHOLDERS AGREEMENT SIGNATURE PAGE 
  
 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the date first above
written. 
  

									
			
	/s/    Don Early        	 	 	 	/s/    Richard M. Wright, Jr.        
	 DON EARLY
	 	 	 	 RICHARD M. WRIGHT, JR.

			
	 	 	 	 	/s/    Brian Elvin        
	/s/    Gregory L. Smith        	 	 	 	 R. BRIAN ELVIN

	 GREGORY L. SMITH
	 	 	 	 
	 	 	 	 	 	 	/s/    Cathy S. Tharp        
	 	 	 	 	 	 	 CATHY S. THARP

	/s/    Mary Lou Andersen        	 	 	 	 	 	 
	 MARY LOU ANDERSEN
	 	 	 	 DARIN SCOTT SMITH IRREVOCABLE
 TRUST, dated
February 7, 2000

	 CAHILL, WARNOCK STRATEGIC PARTNERS
 FUND,
L.P.
	 	 	 	 	 	 
	 By:
	 	 CAHILL WARNOCK STRATEGIC
	 	 	 	By:	 	/s/    Darin Scott Smith        
	 	 	 PARTNERS, L.P.,
	 	 	 	 Name:
	 	 Darin Scott Smith, as Co-Trustee

	 	 	 its General Partner
	 	 	 	 	 	 
				
	By:	 	/s/     David L. Warnock        	 	 	 	KENTON TODD SMITH IRREVOCABLE
	 Name:
	 	 David L. Warnock
	 	 	 	TRUST, dated February 7, 200_
	 Title:
	 	 a General Partner
	 	 	 	 	 	 
				
	STRATEGIC ASSOCIATES, L.P.	 	 	 	By:	 	/s/    Darin Scott Smith        
	 By:
	 	 CAHILL, WARNOCK & COMPANY, LLC,
	 	 	 	 Name:
	 	 Darin Scott Smith, as Co-Trustee

	 	 	 its General Partner
	 	 	 	 	 	 
				
	By:	 	/s/    David L. Warnock        	 	 	 	TAMARA LYNNE SMITH DANIELS
	 Name:
	 	 David L. Warnock
	 	 	 	IRREVOCABLE TRUST, dated February 7, 2000
	 Title:
	 	 Managing Member
	 	 	 	 
				
	 JR SEWARD REVOCABLE LIVING TRUST
	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/    Darin Scott Smith        
	 	 	 	 	 Name:
	 	 Darin Scott Smith, as Co-Trustee

	By:	 	/s/    James R. Seward        	 	 	 	 	 	 
	 	 	 James R. Seward, Trustee
	 	 	 	 	 	 
	 	 	 	 	 	 	SMITH-FRIES EDUCATION TRUST, dated
	/s/    Darrin J. Andersen        	 	 	 	February 7, 2000
	 DARRIN J. ANDERSEN
	 	 	 	 	 	 
				
	 	 	 	 	By:	 	/s/    Darin Scott Smith        
	 	 	 	 	 Name:
	 	 Darin Scott Smith, as Co-Trustee


  
 Stockholders Agreement Signature
Page 
 Second Amendment dated as of January 1, 2003 
  

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