Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jtb6smObUk952JHojw0KnYYKKLXAX2yHp+riMr/uftVu1IbsyVex4nhD8M4vi29S QxvIK2RUUrXto4stj1EH1w== 0001193125-06-244744.txt : 20061201 0001193125-06-244744.hdr.sgml : 20061201 20061130210743 ACCESSION NUMBER: 0001193125-06-244744 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20061201 DATE AS OF CHANGE: 20061130 GROUP MEMBERS: GRAND AVENUE CAPITAL PARTNERS, L.P. GROUP MEMBERS: JOHN G. DANHAKL GROUP MEMBERS: JONATHAN A. SEIFFER GROUP MEMBERS: JONATHAN D. SOKOLOFF GROUP MEMBERS: LEONARD GREEN & PARTNERS, L.P. GROUP MEMBERS: LGP MANAGEMENT, INC. GROUP MEMBERS: PETER J. NOLAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOLLAR FINANCIAL CORP CENTRAL INDEX KEY: 0001271625 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] IRS NUMBER: 232636866 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81133 FILM NUMBER: 061249419 BUSINESS ADDRESS: STREET 1: DOLLAR FINANCIAL CORP. STREET 2: 1436 LANCASTER AVENUE CITY: BERWYN STATE: PA ZIP: 19312-1288 BUSINESS PHONE: 6102963400 MAIL ADDRESS: STREET 1: 1436 LANCASTER AVE CITY: BERWYN STATE: PA ZIP: 19312 FORMER COMPANY: FORMER CONFORMED NAME: DFG HOLDINGS INC DATE OF NAME CHANGE: 20031128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREEN EQUITY INVESTORS II LP CENTRAL INDEX KEY: 0000926968 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 11111 SANTA MONIC BLVD STREET 2: SUITE CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 949 451 3870 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Dollar Financial Corp.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

256664103

(CUSIP Number)

November 13, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No. 256664103		Schedule 13G		Page 2 of 13 Pages


1.		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Green Equity Investors II, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5. SOLE VOTING POWER

		0
		6. SHARED VOTING POWER

		5,539,318
		7. SOLE DISPOSITIVE POWER

		0
		8. SHARED DISPOSITIVE POWER

		5,539,318


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,539,318
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions):	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	23.6%
12.	TYPE OF REPORTING PERSON (See Instructions)

	PN


CUSIP No. 256664103		Schedule 13G		Page 3 of 13 Pages


1.		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Grand Avenue Capital Partners, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5. SOLE VOTING POWER

		0
		6. SHARED VOTING POWER

		5,539,318
		7. SOLE DISPOSITIVE POWER

		0
		8. SHARED DISPOSITIVE POWER

		5,539,318


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,539,318
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions):	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	23.6%
12.	TYPE OF REPORTING PERSON (See Instructions)

	PN


CUSIP No. 256664103		Schedule 13G		Page 4 of 13 Pages


1.		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Leonard Green & Partners, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5. SOLE VOTING POWER

		0
		6. SHARED VOTING POWER

		5,539,318
		7. SOLE DISPOSITIVE POWER

		0
		8. SHARED DISPOSITIVE POWER

		5,539,318


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,539,318
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions):	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	23.6%
12.	TYPE OF REPORTING PERSON (See Instructions)

	PN


CUSIP No. 256664103		Schedule 13G		Page 5 of 13 Pages


1.		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		LGP Management, Inc.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5. SOLE VOTING POWER

		0
		6. SHARED VOTING POWER

		5,539,318
		7. SOLE DISPOSITIVE POWER

		0
		8. SHARED DISPOSITIVE POWER

		5,539,318


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,539,318
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions):	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	23.6%
12.	TYPE OF REPORTING PERSON (See Instructions)

	PN


CUSIP No. 256664103		Schedule 13G		Page 6 of 13 Pages


1.		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		John G. Danhakl
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5. SOLE VOTING POWER

		0
		6. SHARED VOTING POWER

		5,539,318
		7. SOLE DISPOSITIVE POWER

		0
		8. SHARED DISPOSITIVE POWER

		5,539,318


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,539,318
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions):	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	23.6%
12.	TYPE OF REPORTING PERSON (See Instructions)

	IN


CUSIP No. 256664103		Schedule 13G		Page 7 of 13 Pages


1.		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Jonathan D. Sokoloff
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5. SOLE VOTING POWER

		0
		6. SHARED VOTING POWER

		5,539,318
		7. SOLE DISPOSITIVE POWER

		0
		8. SHARED DISPOSITIVE POWER

		5,539,318


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,539,318
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions):	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	23.6%
12.	TYPE OF REPORTING PERSON (See Instructions)

	IN


CUSIP No. 256664103		Schedule 13G		Page 8 of 13 Pages


1.		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Peter J. Nolan
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5. SOLE VOTING POWER

		0
		6. SHARED VOTING POWER

		5,539,318
		7. SOLE DISPOSITIVE POWER

		0
		8. SHARED DISPOSITIVE POWER

		5,539,318


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,539,318
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions):	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	23.6%
12.	TYPE OF REPORTING PERSON (See Instructions)

	IN


CUSIP No. 256664103		Schedule 13G		Page 9 of 13 Pages


1.		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Jonathan A. Seiffer
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5. SOLE VOTING POWER

		0
		6. SHARED VOTING POWER

		5,539,318
		7. SOLE DISPOSITIVE POWER

		0
		8. SHARED DISPOSITIVE POWER

		5,539,318


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,539,318
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions):	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	23.6%
12.	TYPE OF REPORTING PERSON (See Instructions)

	IN


CUSIP No. 256664103		Schedule 13G		Page 10 of 13 Pages

Item 1

(a).

Name of Issuer

Dollar Financial Corp.

Item 1

(b).

Address of Issuer’s Principal Executive Offices

1436 Lancaster Avenue, Suite 310

Berwyn, Pennsylvania 19312

Item 2

(a).

Name of Person Filing

(A) Green Equity Investors II, L.P. (“GEI II”), Grand Avenue Capital Partners, L.P. (“GACP”), Leonard Green & Partners, L.P. (“LGP”), and LGP Management, Inc. (“LGPM”).

GEI II is the record owner of 5,539,318 shares of the Issuer’s common stock par value $0.001 per share (“Common Stock”). GACP is the general partner of GEI II. LGP is the management company of GEI II. LGPM is the general partner of LGP. As a result of their relationship with GEI II, each of GACP, LGP and LGPM may be deemed to have shared voting and investment power with respect to the Common Stock beneficially owned by GEI II. GACP, LGP and LGPM, however, disclaim beneficial ownership of such shares of Common Stock.

(B) John G. Danhakl, Jonathan D. Sokoloff, Peter J. Nolan and Jonathan A. Seiffer

John G. Danhakl, Jonathan D. Sokoloff, Peter J. Nolan and Jonathan A. Seiffer directly (whether through ownership interest or position) or indirectly through one or more intermediaries, may be deemed to control GEI II, GACP, LGP and/or LGPM. Each of Messrs. Danhakl, Sokoloff, Nolan and Seiffer is a partner of LGP and may be deemed to have shared voting and investment power with respect to all Common Stock beneficially owned by GEI II. Messrs. Danhakl, Sokoloff, Nolan and Seiffer however, disclaim beneficial ownership of such shares of Common Stock beneficially owned by GEI II.

Item 2

(b).

Address of Principal Business Office, or, if none, Residence

(A) and (B):

11111 Santa Monica Boulevard, Suite 2000

Los Angeles, California 90025

Item 2

(c).

Citizenship

(A) Delaware

(B) United States of America

Item 2

(d).

Title of Class of Securities

Common Stock, $0.001 par value

Item 2

(e).

CUSIP Number

256664103

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).


CUSIP No. 256664103		Schedule 13G		Page 11 of 13 Pages


Item 4.	Ownership

	(a)	(A) and (B): Amount Beneficially Owned:

		5,539,318

	(b)	(A) and (B): Percent of class:

		23.6%.

		Percentages (A) and (B) are calculated based on 23,473,382 shares of Common Stock issued and outstanding as of October 31, 2006, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006, filed with the Securities and Exchange Commission on November 9, 2006 (File No. 000-50866).

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote:

			0

		(ii)	Shared power to vote or to direct the vote: (A) and (B):

			5,539,318

		(iii)	Sole power to dispose or to direct the disposition of:

			0

		(iv)	Shared power to dispose or to direct the disposition of: (A) and (B):

			5,539,318

Item 5.	Ownership of Five Percent or Less of a Class

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

Item 6.	Ownership of More Than Five Percent on Behalf of Another Person

	Not Applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

	Not Applicable

Item 8.	Identification and Classification of Members of the Group

	Not Applicable

Item 9.	Notice of Dissolution of Group

	Not Applicable

Item 10.	Certification

	Not Applicable


Exhibit No.		Description
1		Joint Filing Agreement, dated November 30, 2006 (filed herewith)

2		Power of Attorney, dated November 30, 2006 (filed herewith)


CUSIP No. 256664103		Schedule 13G		Page 12 of 13 Pages

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of November 30, 2006.


Green Equity Investors II, L.P.
By: Grand Avenue Capital Partners, L.P., its General Partner

By:		/s/ Jonathan D. Sokoloff
Name:		Jonathan D. Sokoloff
Title:		Vice President

Grand Avenue Capital Partners, L.P.
By: Grand Avenue Capital Corporation, its General Partner

By:		/s/ Jonathan D. Sokoloff
Name:		Jonathan D. Sokoloff
Title:		Vice President

Leonard Green & Partners, L.P.
By: LGP Management, Inc., its General Partner

By:		/s/ Jonathan D. Sokoloff
Name:		Jonathan D. Sokoloff
Title:		Vice President

LGP Management, Inc.

By:		/s/ Jonathan D. Sokoloff
Name:		Jonathan D. Sokoloff
Title:		Vice President

/s/ John G. Danhakl
John G. Danhakl

/s/ Jonathan D. Sokoloff
Jonathan D. Sokoloff

/s/ Peter J. Nolan
Peter J. Nolan

/s/ Jonathan A. Seiffer
Jonathan A. Seiffer


CUSIP No. 256664103		Schedule 13G		Page 13 of 13 Pages

Exhibit Index


Exhibit No.		Description
1		Joint Filing Agreement, dated November 30, 2006 (filed herewith).

2		Power of Attorney, dated November 30, 2006 (filed herewith).

EX-99.1 2 dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 1

Joint Filing Agreement

This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the shares of the common stock, par value $0.001 per share, of Dollar Financial Corp., a Delaware corporation, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

The undersigned further agree that each party hereto is responsible for timely filing of such Amendment to the Statement on Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this agreement shall be included as an Exhibit to such joint filing.

This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


Green Equity Investors II, L.P.
By: Grand Avenue Capital Partners, L.P., its General Partner

By:	/s/ Jonathan D. Sokoloff	Date: November 30, 2006
Name:	Jonathan D. Sokoloff
Title:	Vice President

Grand Avenue Capital Partners, L.P.
By: Grand Avenue Capital Corporation, its General Partner

By:	/s/ Jonathan D. Sokoloff	Date: November 30, 2006
Name:	Jonathan D. Sokoloff
Title:	Vice President

Leonard Green & Partners, L.P.
By: LGP Management, Inc., its General Partner

By:	/s/ Jonathan D. Sokoloff	Date: November 30, 2006
Name:	Jonathan D. Sokoloff
Title:	Vice President

LGP Management, Inc.

By:	/s/ Jonathan D. Sokoloff	Date: November 30, 2006
Name:	Jonathan D. Sokoloff
Title:	Vice President


Joint Filing Agreement		Schedule 13G		Page 2 of 2 Pages


/s/ John G. Danhakl		Date: November 30, 2006
John G. Danhakl

/s/ Jonathan D. Sokoloff		Date: November 30, 2006
Jonathan D. Sokoloff

/s/ Peter J. Nolan		Date: November 30, 2006
Peter J. Nolan

/s/ Jonathan A. Seiffer		Date: November 30, 2006
Jonathan A. Seiffer

EX-99.2 3 dex992.htm POWER OF ATTORNEY Power of Attorney

Exhibit 2

Power of Attorney

Know all by these presents, that each of the undersigned hereby constitutes and appoints each of Lily W. Chang, Julia O. Chang and Cody Franklin, signing singly and not jointly, as the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director or beneficial owner of common stock of Dollar Financial Corp. (the “Issuer”), Amendment(s) to the Statement on Schedule 13G in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Amendment(s) to the Statement on Schedule 13G and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grant to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Issuer assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Securities Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Amendments to the Statement on Schedule 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Issuer, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 30 day of November, 2006.


Green Equity Investors II, L.P.
By: Grand Avenue Capital Partners, L.P., its General Partner

By:		/s/ Jonathan D. Sokoloff
Name:		Jonathan D. Sokoloff
Title:		Vice President

Grand Avenue Capital Partners, L.P.
By: Grand Avenue Capital Corporation, its General Partner

By:		/s/ Jonathan D. Sokoloff
Name:		Jonathan D. Sokoloff
Title:		Vice President

Leonard Green & Partners, L.P.
By: LGP Management, Inc., its General Partner

By:		/s/ Jonathan D. Sokoloff
Name:		Jonathan D. Sokoloff
Title:		Vice President

LGP Management, Inc.

By:		/s/ Jonathan D. Sokoloff
Name:		Jonathan D. Sokoloff
Title:		Vice President

/s/ John G. Danhakl
John G. Danhakl

/s/ Jonathan D. Sokoloff
Jonathan D. Sokoloff

/s/ Peter J. Nolan
Peter J. Nolan

/s/ Jonathan A. Seiffer
Jonathan A. Seiffer

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