exv4w2





Exhibit 4.2




GUARANTEE




     Each of the undersigned Guarantors hereby, jointly and severally with each of the other
Guarantors, unconditionally Guarantees to each Holder of a Note authenticated and delivered by the
Trustee and to the Trustee and their successors and assigns, irrespective of the validity and
enforceability of the Indenture, the Notes or the obligations of the Issuer thereunder, that: (a)
the principal of and premium, if any, and interest, including Additional Interest, if any, on the
Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest on premium, if any,
and interest, including Additional Interest, if any, if lawful, and all other obligations of the
Issuer to the Holders or the Trustee thereunder shall be promptly paid in full or performed, all in
accordance with the terms thereof; and (b) in case of any extension of time of payment or renewal
of any Notes or any of such other obligations, that the same shall be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration, redemption or otherwise. Failing payment when due of any amount so
Guaranteed or any performance so Guaranteed for whatever reason, each of the undersigned Guarantors
shall be, jointly and severally with each of the other Guarantors, obligated to pay the same
immediately. Each of the undersigned Guarantors hereby agrees that its obligations hereunder shall
be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the
Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with
respect to any provisions thereof, the recovery of any judgment against the Issuer or any
Guarantor, any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a guarantor. Each of the undersigned
Guarantors hereby waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first
against the Issuer or another Guarantor, protest, notice and all demands whatsoever and covenant
that this Note Guarantee shall not be discharged except by complete performance of the obligations
contained in the Notes and the Indenture. If any Holder or the Trustee is required by any court or
otherwise to return to the Issuer or any of the Guarantors, or any Custodian or other similar
official acting in relation to either the Issuer or any of the Guarantors, any amount paid either
to the Trustee or to such Holder, this Note Guarantee, to the extent theretofore discharged, shall
be reinstated in full force and effect. Each of the undersigned Guarantors agrees that it shall not
be entitled to any right of subrogation in relation to the Holders of Notes in respect of any
obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each of
the undersigned Guarantors further agrees that, as between the Guarantors, on the one hand, and the
Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby
may be accelerated as provided in Article Seven of the Indenture for purposes of this Note
Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration
in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of
acceleration of such obligations as provided in Article Seven of the Indenture, such obligations
(whether or not due and payable) shall forthwith become due and payable by the undersigned
Guarantors for the purpose of this Note Guarantee. The undersigned Guarantors shall have the right
to seek contribution from any non-paying Guarantor so long as the exercise of such right does not
impair the rights of the Trustee or the Holders under this Note Guarantee or the Indenture.



     THE OBLIGATIONS OF THE UNDERSIGNED GUARANTORs TO THE HOLDERS AND TO THE TRUSTEE PURSUANT TO
THIS NOTE GUARANTEE AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE ELEVEN OF THE INDENTURE,
AND REFERENCE IS HEREBY MADE TO SUCH INDENTURE FOR THE PRECISE TERMS OF THIS GUARANTEE. THE TERMS
OF ARTICLE ELEVEN OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.



     This is a continuing Guarantee and shall remain in full force and effect and shall be binding
upon the undersigned Guarantors and their respective successors and assigns to the extent set forth
in the Indenture until full and final payment of all of the Issuer’s obligations under the Notes
and the Indenture and shall inure to the benefit of the Trustee and the Holders and their
successors and assigns and, in the event of any transfer or assignment of rights by any Holder or
the Trustee, the rights and privileges herein



 









 





conferred upon that party shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof. Notwithstanding the foregoing, if any of
the undersigned Guarantors satisfies the provisions of Section 11.03 of the Indenture, it shall
automatically be released of its obligations hereunder without the necessity of any action being
taken by any Person and regardless of whether this Guarantee is amended to reflect such release.
This is a Guarantee of payment and not a guarantee of collection.




     For purposes hereof, each the undersigned Guarantors’ liability shall be that amount from time
to time equal to the aggregate liability of such Guarantor under this Note Guarantee, but shall be
limited to the lesser of (a) the aggregate amount of the obligations of the Issuer under the Notes
and the Indenture and (b) the amount, if any, which would not have (A) rendered such Guarantor
"insolvent” (as such term is defined in the federal Bankruptcy Law and in the Debtor and Creditor
Law of the State of New York), (B) left it with unreasonably small capital at the time this Note
Guarantee was entered into, or at the time the undersigned Guarantor Incurred liability hereunder,
after giving effect to the Incurrence of existing Indebtedness immediately prior to such time or
(C) left such Guarantor with debts beyond its ability to pay as such debts mature; provided that,
it shall be a presumption in any lawsuit or other proceeding in which such Guarantor is a party
that the amount Guaranteed pursuant to its Note Guarantee is the amount set forth in subsection (a)
above unless any creditor, or representative of creditors of such Guarantor, or debtor in
possession or trustee in bankruptcy of such Guarantor, otherwise proves in such a lawsuit or other
proceeding that the aggregate liability of such Guarantor is limited to the amount set forth in
subsection (b). In making any determination as to the solvency or sufficiency of capital of the
undersigned Guarantor in accordance with the previous sentence, the right of such Guarantor to
contribution from other Guarantors and any other rights such Guarantor may have, contractual or
otherwise, shall be taken into account.



     The undersigned Guarantor hereby certifies and warrants that all acts, conditions and things
required to be done and performed and to have happened precedent to the creation and issuance of
this Note Guarantee and to constitute the valid obligation of such Guarantor have been done and
performed and have happened in due compliance with all applicable laws.



     The terms of this Guarantee shall be governed by and construed in accordance with the laws of
the State of New York without regard to the conflict of laws principles thereof.



     Capitalized terms used herein have the same meanings given in the Indenture, dated as of
December 23, 2009 (the “Indenture”), among National Money Mart Company (the “Issuer”), the
Guarantors (as defined therein) and U.S. Bank National Association, as Trustee, unless otherwise
indicated.



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Dated: December 2, 2010




	 	 	 	 	 
	 	DFG ACQUISITION SERVICES, INC.

 	 
	 	By:  	/s/ Roy W. Hibberd
 	 
	 	 	Name:  	Roy W. Hibberd 	 
	 	 	Title:  	Secretary 	 
	 
	 	MILITARY FINANCIAL SERVICES, LLC

 	 
	 	By:  	/s/ Roy W. Hibberd
 	 
	 	 	Name:  	Roy W. Hibberd 	 
	 	 	Title:  	Secretary 	 
	 
	 	DEALERS’ FINANCIAL SERVICES, LLC

 	 
	 	By:  	/s/ Roy W. Hibberd
 	 
	 	 	Name:  	Roy W. Hibberd 	 
	 	 	Title:  	Secretary 	 
	 




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