exv4w1






Exhibit 4.1



SUPPLEMENTAL INDENTURE



          SUPPLEMENTAL INDENTURE (this “supplemental indenture”), dated as of December 2, 2010, between
DFG Acquisition Services, Inc., Military Financial Services, LLC and Dealers’ Financial Services,
LLC (each a “Guarantor”), each a direct or indirect subsidiary of Dollar Financial Corp. (or its
successor), a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee
under the indenture referred to below (the “Trustee”).



W I T N E S S E T H



          WHEREAS, the Company and the Guarantors (as defined in the Indenture) have heretofore executed
and delivered to the Trustee an indenture (the “Indenture”), dated as of December 23, 2009,
providing for the issuance of 103⁄8% Senior Notes due 2016 (the “Notes”).


          WHEREAS, Section 5.16 of the Indenture provides that under certain circumstances the Company
is required to cause the Guarantor to execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guarantor shall unconditionally guarantee all of the Company’s obligations
under the Notes and the Indenture pursuant to a Note Guarantee on the terms and conditions set
forth herein;


          WHEREAS, Section 10.01(e) of the Indenture permits a Guarantor to supplement the Indenture to
provide additional benefits to Holders of the Notes without the consent of any Holders; and


          NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Guarantors and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:


          1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indentures.


          2. AGREEMENT TO GUARANTEE. Each Guarantor hereby agrees, jointly and severally with all other
Guarantors, to guarantee the Company’s obligations under the Notes and the Indenture on the terms
and subject to the conditions set forth in Article Eleven of the Indenture and to be bound by all
other applicable provisions of the Indenture.


          3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of
the Company or any Guarantor, as such, shall have any liability for any obligations of the Company
or any Guarantor under the Notes, the Note Guarantees, the Indenture or the Registration Rights
Agreement, or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the view of the SEC that
such a waiver is against public policy.


          4. EFFECTIVENESS. This supplemental indenture shall be effective upon execution by the parties
hereto.


          5. RECITALS. The recitals contained herein shall be taken as the statements of the Company and
the Guarantors and the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity of this supplemental indenture.



 









 





          6. THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.


          7. COUNTERPARTS. The parties may sign any number of copies of this supplemental indenture
(including by telecopier transmission). Each signed copy shall be an original, but all of them
together represent the same agreement.


          8. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not
affect the construction hereof.



	 	 	 	 	 
	 	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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