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As filed with the Securities and Exchange Commission on January 14, 2004

Registration No. 333-111473

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Dollar Financial Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)

New York
(State or Other Jurisdiction of
Incorporation or Organization) 6099
(Primary Standard Industrial
Classification Code Number) 13-2997911
(I.R.S. Employer Identification Number)

For information regarding additional registrants, see Schedule A hereto.

1436 Lancaster Avenue
Berwyn, Pennsylvania 19312-1288
Phone: (610) 296-3400
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrants'
Principal Executive Offices)

Donald F. Gayhardt
President and Chief Financial Officer
Dollar Financial Group, Inc.
1436 Lancaster Avenue
Berwyn, Pennsylvania 19312-1288
Phone: (610) 296-3400
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent
For Service)

Copies to:

Anthony T. Iler, Esq.
Irell & Manella LLP
1800 Avenue of the Stars, Suite 900
Los Angeles, CA 90067
(310) 277-1010

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

        If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title Of Each Class Of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount Of Registration Fee(1)
9.75% Senior Notes due 2011	$220,000,000	100%	$220,000,000	$17,798
Guarantees of 9.75% Senior Notes due 2011	$220,000,000	*	*	$0(2)

(1)

The amount of the registration fee paid herewith was calculated pursuant to Rule 457(f)(1) under the Securities Act of 1933, as amended.

(2)

All of the domestic subsidiaries of Dollar Financial Group, Inc. and DFG Holdings, Inc., its parent company, guarantee the payment of the 9.75% Senior Notes due 2011. Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no filing fee is required.

*

Not applicable.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Schedule A

TABLE OF GUARANTORS

Exact Name of Registrant as Specified in Its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
DFG Holdings, Inc.	Delaware	23-2636866
Any Kind Check Cashing Centers, Inc.	Arizona	86-0557168
Cash Unlimited of Arizona, Inc.	Arizona	86-0816943
Check Mart of Louisiana, Inc.	Louisiana	71-1315737
Check Mart of New Mexico, Inc.	New Mexico	85-0335449
Check Mart of Pennsylvania, Inc.	Pennsylvania	23-2834068
Check Mart of Texas, Inc.	Texas	74-2771841
Check Mart of Wisconsin, Inc.	Wisconsin	23-2815607
DFG International, Inc.	Delaware	23-2915167
DFG World, Inc.	Delaware	23-2991593
Dollar Financial Insurance Corp.	Pennsylvania	23-2817578
Financial Exchange Company of Ohio, Inc.	Ohio	13-2974774
Financial Exchange Company of Pennsylvania, Inc.	Pennsylvania	13-2965414
Financial Exchange Company of Pittsburgh, Inc.	Delaware	23-2608595
Financial Exchange Company of Virginia, Inc.	Delaware	23-2669975
Loan Mart of Oklahoma, Inc.	Oklahoma	74-2940854
Monetary Management Corporation of Pennsylvania	Delaware	23-2709366
Monetary Management of California, Inc.	Delaware	33-0207279
Monetary Management of Maryland, Inc.	Maryland	52-1958876
Monetary Management of New York, Inc.	New York	13-3377328
Money Mart Express, Inc.	Utah	91-2019287
Moneymart, Inc.	Delaware	86-0596496
Pacific Ring Enterprises, Inc.	California	95-3779658
QTV Holdings, Inc.	Pennsylvania	23-2717097

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any state where such offer or sale is not permitted.

SUBJECT TO COMPLETION DATED JANUARY 14, 2004

PROSPECTUS

Dollar Financial Group, Inc.

OFFER TO EXCHANGE
$220,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF
9.75% SENIOR NOTES DUE 2011
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
FOR ANY AND ALL OUTSTANDING 9.75% SENIOR NOTES DUE 2011
ISSUED BY DOLLAR FINANCIAL GROUP, INC.

        This exchange offer expires at 5:00 p.m., New York City time, on                , 2004, unless extended.

        Dollar Financial Group, Inc. hereby offers to exchange up to $220,000,000 aggregate principal amount of its 9.75% senior notes due 2011, which have been registered under the Securities Act of 1933, as amended, pursuant to a registration statement of which this prospectus is part, for a like principal amount of its 9.75% senior notes due 2011 outstanding on the date hereof upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal. The terms of the new notes are identical in all material respects to those of the old notes, except for certain transfer restrictions, registration rights and liquidated damages provisions relating to the old notes. The new notes will be issued pursuant to, and entitled to the benefits of, the indenture, dated as of November 13, 2003, among Dollar Financial Group, Inc., its parent company, DFG Holdings, Inc., and its existing and future domestic subsidiaries, as guarantors, and U.S. Bank National Association, as trustee. Dollar Financial Group, Inc. will not receive any proceeds from the exchange offer. The exchange will not be a taxable event for U.S. federal income tax purposes. The new notes will not be listed on any national securities exchange or the Nasdaq Stock Market.

        Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of this exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

You should carefully consider the risk factors beginning on page 13 of this prospectus before deciding whether or not to participate in the exchange offer.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Notice to New Hampshire Residents

Neither the fact that a registration statement or an application for a license has been filed under chapter 421-b of the New Hampshire Uniform Securities Act with the state of New Hampshire nor the fact that a security is effectively registered or a person is licensed in the state of New Hampshire constitutes a finding by the Secretary of State that any document filed under RSA 421-b is true, complete and not misleading. Neither any such fact nor the fact that an exemption or exception is available for a security or a transaction means that the Secretary of State has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person, security, or transaction. It is unlawful to make, or cause to be made, to any prospective purchaser, customer, or client any representation inconsistent with the provisions of this paragraph.

The date of this prospectus is January     , 2004

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

TABLE OF CONTENTS

	Page
Forward-Looking Statements	ii
Where You Can Find More Information	ii
Summary	1
Risk Factors	13
Use of Proceeds	22
Capitalization	23
Selected Financial Data	24
Management's Discussion and Analysis of Financial Condition and Results of Operations—Dollar Financial Group, Inc.	26
Management's Discussion and Analysis of Financial Condition and Results of Operations—DFG Holdings, Inc.	38
Business	50
Management	68
Ownership	72
Certain Relationships and Related Party Transactions	73
Description of Certain Indebtedness	76
The Exchange Offer	82
Description of the Notes	91
Certain Tax Considerations	130
Plan of Distribution	135
Legal Matters	136
Experts	136
Index to Financial Statements	F-1

This prospectus incorporates by reference important business and financial information about us that is not included in or delivered with the document. Information incorporated by reference is available from us without charge. You may obtain information incorporated by reference by writing or telephoning us at the following address and phone number:

Dollar Financial Group, Inc.
1436 Lancaster Avenue
Berwyn, Pennsylvania 19312-1288
Phone: (610) 296-3400

To obtain timely delivery, you must request this information no later than five business days before the date you must make your investment decision. Therefore, you must request this information no later than                    , 2004.

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FORWARD-LOOKING STATEMENTS

        This prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, regarding, among other things, our plans, strategies and prospects, both business and financial. All statements other than statements of current or historical fact contained in this prospectus are forward-looking statements. The words "believe," "expect," "anticipate," "should," "plan," "will," "may," "intend," "estimate," "potential," "continue" and similar expressions, as they relate to us, are intended to identify forward-looking statements.

        We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. They can be affected by inaccurate assumptions, including the risks, uncertainties and assumptions described in "Risk Factors." In light of these risks, uncertainties and assumptions, the forward-looking statements in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. When you consider these forward-looking statements, you should keep in mind these risk factors and other cautionary statements in this prospectus.

        Our forward-looking statements speak only as of the date made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form S-4 (File No. 333-111473) with respect to the securities we are offering. This prospectus, which forms a part of this registration statement, does not contain all the information included in the registration statement, including its exhibits and schedules. For further information about us and the securities offered in this prospectus, you should refer to the registration statement and its exhibits and schedules. Statements we make in this prospectus about certain contracts or other documents are not necessarily complete. When we make such statements, we refer you to copies of the contracts or documents that are filed as exhibits to the registration statement because those statements are qualified in all respects by reference to those contracts or documents. The registration statement, including its exhibits and schedules, is on file at the offices of the SEC and may be inspected without charge.

        We file annual, quarterly and special reports and other information with the SEC. Our SEC filings are available to the public over the internet at the SEC's website at http://www.sec.gov. You may also read and copy any document we file at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the SEC's public reference room by calling the SEC at 1-800-SEC-0330. The indenture governing the notes will provide that, regardless of whether we are at any time required to file reports with the SEC, we will file with the SEC and furnish to the holders of the notes all such reports and other information as would be required to be filed with the SEC if we were subject to the reporting requirements of the Exchange Act. In addition, we will furnish to the holders of the notes and to prospective investors, upon request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the notes are not freely transferable under the Securities Act.

        You may request a copy of these filings, at no cost, by writing or telephoning us at the following address:

Dollar Financial Group, Inc.
1436 Lancaster Avenue
Berwyn, Pennsylvania 19312-1288
Phone: (610) 296-3400

ii

PROSPECTUS SUMMARY

The following summary should be read together with, and is qualified in its entirety by, the more detailed information and financial statements and related notes included elsewhere in this prospectus. Unless the context indicates otherwise, references in this prospectus to "we," "our," "ours," or "us" are to Dollar Financial Group, Inc., a New York corporation, and its subsidiaries. For a more complete understanding of this exchange offer, we encourage you to read this entire prospectus, including the "Risk Factors" section and the documents we have referred you to, before deciding to tender your notes in the exchange offer. All references to our fiscal year reflect the twelve month period ended June 30 of that year. All references to numerical data are as of September 30, 2003, unless the context indicates otherwise.

About Dollar Financial Group, Inc.

        We are a leading international financial services company serving under-banked consumers. Our customers are typically lower- and middle-income working-class individuals who require basic financial services but, for reasons of convenience and accessibility, purchase some or all of their financial services from us rather than from banks and other financial institutions. To serve this market, we have a network of 1,080 stores, including 625 company-operated stores, in 17 states, the District of Columbia, Canada and the United Kingdom. Our store network represents the second-largest network of its kind in the United States and the largest network of its kind in each of Canada and the United Kingdom. We provide a diverse range of consumer financial products and services primarily consisting of check cashing, short-term consumer loans, money orders and money transfers. For fiscal 2003, we generated revenues of $219.4 million and net income of $2.1 million. Additionally, for the fiscal quarter ended September 30, 2003, we generated revenues of $57.0 million and net income of $1.1 million.

        Our customers, many of whom receive income on an irregular basis or from multiple employers, are drawn to our convenient neighborhood locations, extended operating hours and high-quality customer service. Our products and services, principally our check cashing and short-term consumer loan program, provide immediate access to cash for living expenses or other needs. We principally cash payroll checks, although our stores also cash government benefit, personal and income tax refund checks. During fiscal 2003, we cashed 8.6 million checks with a total face amount of $3.1 billion and an average face amount of $355 per check. In addition, acting both as a servicer and as a direct lender, we originated 2.8 million short-term loans with a total face amount of $798.0 million, an average principal amount of $282 and a weighted average term of approximately 15 days. We also provide our customers with high-value ancillary services, including Western Union money order and money transfer products, electronic tax filing, bill payment, foreign currency exchange, photo ID and prepaid local and long-distance phone services.

        We believe the industry in which we participate is sizable, highly fragmented and growing. Industry growth has been fueled by several demographic and socioeconomic trends, including an overall increase in the population and an increase in service sector workers as a percentage of the total workforce. At the same time, closings of many less profitable or lower-traffic bank branches have resulted in fewer convenient alternatives for many consumers. These trends have combined to increase demand for the basic financial services we provide. Our business model and strategic objectives are designed to capitalize on this demand by providing our customer base with a wide range of value-added financial services.

        With our network of 1,080 stores, we have reached a size that enables us to benefit from economies of scale and to enter favorable relationships with our key suppliers and strategic partners like Western Union. During fiscal 2003, we took actions to reduce costs and make our operations more efficient, including centralizing and consolidating store support functions for our North American operations. We believe these consolidation efforts and the efficiencies associated with our size will enable us to continue to support the expansion of our store network, support the development and

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introduction of new products and manage our compliance efforts, particularly those related to our consumer lending activities.

Competitive Strengths

        We believe that the following competitive strengths position us well for continued growth:

        Leading Position in Core Markets.    We have a leading position in core markets, operating 320 stores in the United States, 183 stores in Canada and 122 stores in the United Kingdom as of September 30, 2003. We have 110 franchised locations in Canada and 345 franchised locations in the United Kingdom. Highlights of our competitive position in these core markets include the following:

•

Our domestic network is focused in rapidly growing markets in the western United States, where we believe we have held leading market positions for over 10 years.



•

We believe that we are the industry leader in Canada, and that we hold a dominant market share with a store in almost every city with a population of over 50,000. Based on a public opinion study of three major metropolitan markets in English-speaking Canada, we have achieved brand awareness of 85%.



•

We operate the largest check cashing network in the United Kingdom, comprising nearly 25% of the market measured by number of stores, although we believe that we account for 40% of all check cashing transactions performed at check cashing stores.

        High-quality Customer Service.    We adhere to a strict set of market survey and location guidelines when selecting store sites in order to ensure that our stores are placed in desirable locations near our customers. We believe that our customers appreciate this convenience, as well as the flexible and extended operating hours that we typically offer, which are often more compatible with our customers' work schedules. We provide our customers with a clean, attractive and secure environment in which to transact their business. We believe that our friendly and courteous customer service at both the store level and through our centralized support centers is a competitive advantage.

        Diversified Product and Geographic Mix.    Our stores offer a wide range of consumer financial products and services to meet the demands of their respective locales, including check cashing, short-term consumer loans, money orders and money transfers. We also provide high-value ancillary products and services, including electronic tax filing, bill payment, foreign currency exchange, photo ID and prepaid local and long-distance phone services. For fiscal 2003, the revenue contribution by our check cashing operations was 49.4%, our consumer lending operations was 37.2% and our other financial services was 13.4%. In addition to our product diversification, our business is diversified geographically. For fiscal 2003, our U.S. operations generated 50.4% of our total revenue, our Canadian operations generated 30.5% of our total revenue and our U.K. operations generated 19.1% of our total revenue. Our product and geographic mix provides a diverse stream of revenue.

        Diversification and Management of Credit Risk.    Our revenue is generated through a high volume of small dollar financial transactions, and therefore our exposure to loss from a single customer transaction is minimal. In addition, we actively manage our customer risk profile and collection efforts in order to maximize our consumer lending and check cashing revenues while maintaining losses within a targeted range. We have instituted control mechanisms that have been effective in managing risk. As a result, we believe that we are unlikely to sustain a material credit loss from a single transaction or series of transactions. We have experienced relatively low net write-offs as a percentage of the face amount of checks cashed. For fiscal 2003, in our check cashing business, net write-offs as a percentage of face amount of checks cashed were 0.2%. For the same period, with respect to loans funded directly by us, net write-offs as a percentage of originations were 2.3%.

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        Management Expertise.    We have a highly experienced and motivated management team at both the corporate and operational levels. Our senior management team has extensive experience in the financial services industry. Our Chairman and Chief Executive Officer, Jeffrey Weiss, and our President and Chief Financial Officer, Donald Gayhardt, have been with us since 1990 and have demonstrated, through their operational leadership and strategic vision, the ability to grow the business, achieving a revenue compound annual growth rate of 24.4% from 1990 through fiscal 2003. In addition to their expertise, the management team is highly motivated to ensure continued business success, as they collectively own approximately 19.2% of our parent company's fully diluted common stock.

Business Strategy

        Our business strategy is designed to capitalize on our competitive strengths and enhance our leading market positions. Key elements of our strategy include:

        Introducing Related Products and Services.    We offer our customers multiple financial products and services. We believe that our check cashing and consumer lending customers enjoy the convenience of other high-value products and services offered by us. These products and services enable our customers to manage their personal finances more effectively. For example, in fiscal 2003, we introduced reloadable debit cards and customer loyalty programs in many of our stores. We also offered new tax-based products to our Canadian customers, providing qualified individuals with cash advances against anticipated tax refunds. We intend to continue to innovate and develop new products and services for our customers.

        Growing Through Disciplined Network Expansion.    We intend to continue to grow our network through the addition of new stores and franchisees, while adhering to a disciplined selection process. In order to optimize our expansion, we carefully assess potential markets by analyzing demographic, competitive and regulatory factors, site selection and availability and growth potential. We seek to add locations that offer check cashing, consumer lending or a combination of both. In addition, we will continue to grow our direct-to-consumer lending services that enable us to access a broader customer base without the capital expense of adding company stores.

        Maintaining our Customer-driven Retail Philosophy.    We strive to maintain our customer-service-oriented approach and meet the basic financial service needs of our working, lower- and middle-income customers. We believe our approach differentiates us from many of our competitors and is a key tenet of our employee training programs. We offer extended operating hours in clean, attractive and secure store locations to enhance appeal and stimulate store traffic. In certain markets, we operate stores that are open 24 hours a day. To ensure customer satisfaction, we periodically send anonymous market researchers posing as shoppers to our U.S. stores to measure customer service performance. We plan to continue to develop ways to improve our performance, including through incentive programs to reward employees for exceptional customer service.

        Enhancing Network and Store-level Profitability.    With our network of 1,080 stores, we are well positioned to capitalize on economies of scale. Our centralized core support functions, including collections, call center, field operations and service, loan processing and tax filing, enable us to generate efficiencies by improving collections and purchasing power with our vendors. Our proprietary systems are used to improve our customer relations and loan servicing activities, as well as to provide a highly efficient means to manage our compliance efforts. We plan to continue to take advantage of these efficiencies to enhance network and store-level profitability.

Use of Proceeds

        In connection with the sale of the notes, we entered into an exchange and registration rights agreement with the initial purchasers of those notes, pursuant to which we agreed to file and to use

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our reasonable best efforts to cause to be declared effective by the SEC a registration statement with respect to the exchange of the old notes for the new notes. This exchange offer is intended to satisfy our obligations under that agreement. A copy of the exchange and registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part. We will not receive any proceeds from the exchange offer. You will receive, in exchange for the old notes tendered by you and accepted by us in the exchange offer, the same principal amount of new notes. The old notes surrendered in exchange for the new notes will be retired and will not result in any increase in our outstanding debt. Any surrendered but unaccepted notes will be returned to you and will remain outstanding.

Recent Events—The Refinancing

        On November 13, 2003, we issued $220.0 million principal amount of 9.75% senior notes due 2011. Simultaneously with the closing of the offering of the notes, we entered into a $55.0 million replacement credit facility and our parent company exchanged its 13.0% senior discount notes due 2006 for replacement senior and senior subordinated notes due 2012. We used the proceeds from the offering of the notes to redeem all of our outstanding senior notes and all of our outstanding senior subordinated notes, to refinance our prior credit facility, to distribute a portion of the proceeds to our parent company to redeem an equal amount of its senior discount notes and to pay fees and expenses with respect to these transactions and our parent company's note exchange. We will take a charge during the fiscal quarter ending December 31, 2003 equal to the unamortized balance of debt issuance costs.

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The Exchange Offer

The following summary contains basic information about the exchange offer and the new notes. It does not contain all the information that is important to you. For a more complete understanding of the notes, please refer to the sections of this prospectus entitled "The Exchange Offer" and "Description of the Notes."

Exchange Offer	We are offering to exchange new notes for the old notes issued on November 13, 2003 for aggregate net proceeds of approximately $213.4 million, after giving effect to underwriting discounts and commissions of approximately $6.6 million. The old notes may only be exchanged in multiples of $1,000 principal amount. To be exchanged, an old note must be properly tendered and accepted.
Resales Without Further Registration	We believe that the new notes issued pursuant to the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:
	•	you are acquiring the new notes issued in the exchange offer in the ordinary course of your business;
	•	you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, the distribution of the new notes issued to you in the exchange offer; and
	•	you are not our "affiliate," as defined under Rule 405 of the Securities Act.
	Each of the participating broker-dealers that receives new notes for its own account in exchange for original notes that were acquired by such broker or dealer as a result of market-making or other activities must acknowledge that it will deliver a prospectus in connection with the resale of the new notes.
Expiration Date	5:00 p.m., New York City time, on                , 2004 unless we extend the exchange offer.
Exchange and Registration Rights	You have the right to exchange the old notes that you hold for new notes with substantially identical terms. This exchange offer is intended to satisfy these rights. Once the exchange offer is complete, you will no longer be entitled to any exchange or, except in limited circumstances, registration rights with respect to your old notes, and the new notes will not provide for liquidated damages.
Accrued Interest on the New Notes and Original Notes	The new notes will bear interest from November 13, 2003 (or the date interest will be most recently paid on the old notes). Holders of old notes that are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest on such old notes accrued to the date of issuance of the new notes.

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Conditions to the Exchange Offer	The exchange offer is conditioned upon certain customary conditions which we may waive and upon compliance with securities laws.
Procedures for Tendering Original Notes	Each holder of old notes wishing to accept the exchange offer must:
	•	complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal; or
	•	arrange for The Depository Trust Company to transmit certain required information to the exchange agent in connection with a book-entry transfer.
	You must mail or otherwise deliver this documentation together with the old notes to the exchange agent.
Special Procedures for Beneficial Holders	If you beneficially own old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old notes in the exchange offer, you should contact such registered holder promptly and instruct it to tender on your behalf. If you wish to tender on your own behalf, you must, before completing and executing the letter of transmittal for the exchange offer and delivering your old notes, either arrange to have your old notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.
Guaranteed Delivery Procedures	You must comply with the applicable procedures for tendering if you wish to tender your old notes and:
	•	time will not permit your required documents to reach the exchange agent by the expiration date of the exchange offer;
	•	you cannot complete the procedure for book-entry transfer on time; or
	•	your old notes are not immediately available.
Withdrawal Rights	You may withdraw your tender of old notes at any time prior to 5:00 p.m., New York City time, on the date the exchange offer expires.
Failure to Exchange Will Affect You Adversely	If you are eligible to participate in the exchange offer and you do not tender your old notes, you will not have further exchange or registration rights and your old notes will continue to be subject to restrictions on transfer. Accordingly, the liquidity of the old notes will be adversely affected.

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Certain United States Federal Income Tax Considerations	The exchange of old notes for new notes pursuant to the exchange offer will not result in a taxable event. Accordingly:
	•	no gain or loss will be realized by a U.S. holder upon receipt of a new note;
	•	a holder's holding period for new notes will include the holding period for old notes; and
	•	the adjusted tax basis of the new notes will be the same as the adjusted tax basis of the old notes exchanged at the time of such exchange.
	See "Certain Tax Considerations."
Accounting Treatment	The new notes will be recorded at the same carrying value as the old notes as reflected in our accounting records on the date of exchange. Accordingly, no gain or loss for accounting purposes will be recognized by us. The expenses of the exchange offer and the unamortized expenses related to the issuance of the new notes will be amortized over the term of the notes. See "The Exchange Offer—Accounting Treatment."
Use of Proceeds	We will not receive any proceeds from the exchange offer. See "Use of Proceeds."

The New Notes

Issuer	Dollar Financial Group, Inc.
Notes Offered	$220.0 million in aggregate principal amount of 9.75% senior notes due 2011. The new notes have terms substantially identical to those of our currently outstanding $220.0 million principal amount of 9.75% senior notes due 2011 that were issued on November 13, 2003.
Maturity Date	November 15, 2011.
Interest Payments	Interest will be payable semiannually in arrears on May 15 and November 15 of each year, beginning May 15, 2004.
Form and Terms	The form and terms of the new notes will be the same as the form and terms of the old notes except that:
	•	the new notes will bear a different CUSIP number from the old notes;
	•	the new notes will be registered under the Securities Act and, therefore, will not bear legends restricting their transfer; and
	•	you will not be entitled to any exchange or registration rights with respect to the new notes, and the new notes will not provide for liquidated damages.

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	The new notes will evidence the same debt as the old notes. They will be entitled to the benefits of the indenture governing the old notes and will be treated under the indenture as a single class with the old notes.
Optional Redemption	The new notes will be redeemable at our option, in whole or in part, at any time on or after November 15, 2007 at the redemption prices described under "Description of the Notes—Optional Redemption," plus accrued and unpaid interest and liquidated damages, if any, to the date of redemption.
	In addition, prior to November 15, 2006, we may redeem up to 35% of the aggregate principal amount of the new notes with the net proceeds of certain equity issuances at a redemption price equal to 109.75% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages, if any, to the date of redemption.
Change of Control	Upon a Change of Control, as defined under "Description of the Notes—Certain Definitions," holders of the new notes may require us to purchase all or part of their notes at a purchase price equal to 101% of the aggregate principal amount of the new notes, plus accrued and unpaid interest and liquidated damages, if any, to the date of purchase. See "Description of the Notes—Repurchase at the Option of Holders—Change of Control."
Guarantees	Subject to the subordination provisions set forth in the intercreditor agreement described in this prospectus, the new notes will be fully and unconditionally guaranteed on a joint and several basis by our parent company, DFG Holdings, Inc., and our existing and future domestic subsidiaries. See "Description of the Notes—Guarantees" and "—Intercreditor Agreement."
Collateral	Guarantees of the new notes by guarantors directly owning, now or in the future, capital stock of foreign subsidiaries will be secured by second priority liens on 65% of the capital stock of such foreign subsidiaries. In the event we directly own a foreign subsidiary in the future, the new notes will be secured by a second priority lien on 65% of the capital stock of any such foreign subsidiary. The lenders under our replacement credit facility have the benefit of first priority liens on such collateral. See "Description of the Notes—Security" and "—Intercreditor Agreement."
Ranking	The new notes will be our senior debt obligations and:
	•	will rank equally with all of our existing and future unsubordinated indebtedness; and
	•	will rank senior to all of our existing and future subordinated indebtedness.
	The new notes will be effectively subordinated to any existing and future liabilities, including liabilities under the replacement credit facility, that are secured by assets of ours to the extent of the value of the assets securing such liabilities.

8

	In addition, our foreign subsidiaries have not guaranteed and will not guarantee our obligations under the notes. Therefore, the new notes will be effectively subordinated to the existing and future liabilities of our foreign subsidiaries, including trade creditors, secured creditors and other creditors holding debt and guarantees issued by such foreign subsidiaries, as well as claims of preferred and minority stockholders (if any) of such foreign subsidiaries.
	The guarantees of the new notes:
	•	will be subject to the subordination provisions set forth in the intercreditor agreement described in "Description of the Notes—Intercreditor Agreement;"
	•	will rank equally with all of our guarantors' existing and future unsubordinated indebtedness; and
	•	will rank senior to all of our guarantors' existing and future subordinated indebtedness.
	The guarantees will be effectively subordinated to any existing and future liabilities of our domestic subsidiaries, including liabilities under the replacement credit facility, that are either secured by a lien on the collateral that is senior or prior to the second priority liens securing the guarantees or secured by assets that are not part of the collateral to the extent of the value of the assets securing such liabilities.
	As of September 30, 2003, after giving effect to the refinancing:
	•	we (excluding our subsidiaries) would have had approximately $220.0 million of senior indebtedness outstanding, including $220.0 million of indebtedness represented by the old notes and no indebtedness outstanding under the replacement credit facility;
	•	our parent company guarantor would have had approximately $96.9 million of indebtedness outstanding ranking equally to its guarantee of the notes, excluding its guarantees of obligations under the replacement credit facility and the notes;
	•	our subsidiary guarantors would have had no senior indebtedness outstanding, excluding their guarantees of obligations under the replacement credit facility and the notes;
	•	our foreign subsidiaries that are not guaranteeing the notes would have had approximately $8.2 million of indebtedness outstanding; and
	•	we would have been able to incur an additional $46.0 million of indebtedness under the replacement credit facility.
Restrictive Covenants	The terms of the new notes will place certain limitations on our and our subsidiaries' ability to, among other things:
	•	incur additional indebtedness;
	•	pay dividends or make other payments or distributions;

9

•	repurchase or redeem equity interests or subordinated indebtedness;
•	make investments or acquisitions;
•	create liens;
•	enter into sale and leaseback transactions;
•	sell assets or issue certain types of equity interests;
•	enter into transactions with affiliates;
•	incur restrictions on the ability of our subsidiaries to pay dividends or make other payments or transfers to us; and
•	merge or consolidate with or into any other person or transfer all or substantially all of our assets.
These limitations are subject to a number of exceptions and qualifications described under "Description of the Notes—Certain Covenants."

10

Summary Financial Data

We derived the following historical financial information from our audited consolidated financial statements as of and for the years ended June 30, 2001 through June 30, 2003 and our unaudited consolidated financial statements as of and for the quarters ended September 30, 2002 and September 30, 2003, which are included elsewhere in this prospectus, and our audited consolidated financial statements as of and for the years ended June 30, 1999 and June 30, 2000, which are not included in this prospectus. The as adjusted balance sheet data give effect to the offering of the old notes and the related refinancing transactions as if they occurred at September 30, 2003. The unaudited financial statements include all adjustments, consisting of normal recurring accruals, which we consider necessary for a fair presentation of the financial position and the results of operations for these periods. Operating results for the three months ended September 30, 2003 are not necessarily indicative of the results that may be expected for the entire year ending June 30, 2004. This table should be read in conjunction with the information contained in "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations—Dollar Financial Group, Inc." and our audited and unaudited consolidated financial statements and related notes included elsewhere in this prospectus.

		Year ended June 30,											Three months ended September 30,
		1999			2000		2001		2002		2003		2002		2003
		(dollars in thousands)											(dollars in thousands) (unaudited)
Statements of Operations Data:
Total revenues		$	120,979		$	165,753	$	195,499	$	201,976	$	219,388	$	52,653	$	56,990
Store and regional expenses:
	Salaries and benefits		35,329			47,058		57,453		65,295		69,799		17,147		18,777
	Occupancy		9,609			12,800		16,881		18,087		18,856		4,799		4,864
	Depreciation		2,227			4,683		5,829		6,522		5,859		1,619		1,448
	Other		23,764			36,503		45,321		46,238		47,766		12,857		12,965
Total store and regional expenses			70,929			101,044		125,484		136,142		142,280		36,422		38,054
Establishment of reserves for new consumer lending arrangements			—			—		—		2,244		—		—		—
Corporate expenses			13,648			20,864		22,500		24,516		31,241		7,248		7,241
Loss on store closings and sales and other restructuring			103			249		926		1,435		3,987		488		60
Goodwill amortization			4,686			5,564		4,710		—		—		—		—
Other depreciation and amortization			1,020			1,620		1,952		2,709		3,320		843		958
Interest expense, net of interest income			16,401			17,491		20,361		18,694		20,168		4,931		5,247
Recapitalization costs and other non-recurring items			12,575			1,478		—		—		—		—		—
Establishment of reserve for legal matter			—			—		—		—		2,750		—		—
Income before income taxes and extraordinary item			1,617			17,443		19,566		16,236		15,642		2,721		5,430
Income tax provision			3,881			12,043		12,876		10,199		13,511		1,910		4,288
Extraordinary loss on debt extinguishment			85			—		—		—		—		—		—
Net (loss) income		$	(2,349	)	$	5,400	$	6,690	$	6,037	$	2,131	$	811	$	1,142
Other Data:
Capital expenditures(1)			7,409			13,940		12,129		10,063		7,428		1,092		1,415
Stores in operation at end of period			437			891		978		1,018		1,084		1,057		1,080
Ratio of earnings to fixed charges(2)			1.1x			1.7x		1.7x		1.6x		1.6x		1.4x		1.8x

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	As of September 30, 2003
	Actual		As Adjusted(3)
	(dollars in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	63,915	$	66,233
Total assets		287,603		298,272
Total debt		185,204		228,239
Shareholder's equity(4)		69,278		44,493

(1)

This is referred to as "Additions to property and equipment" in the consolidated statements of cash flows in the financial statements described in the introductory paragraph.

(2)

For purposes of the ratio of earnings to fixed charges, earnings include earnings before income taxes and fixed charges. Fixed charges consist of interest on all debt, amortization of deferred financing costs and that portion of rental expense that we believe to be representative of interest. For fiscal 2003, our ratio of earnings to fixed charges pro forma for the offering of the old notes and the related refinancing transactions was 1.4x and for the three months ended September 30, 2003 this ratio was 1.6x.

(3)

The "as adjusted" balance sheet data are presented as if the offering of the old notes, the application of the proceeds therefrom and the related actions contemplated by the refinancing took place at September 30, 2003.

(4)

The "as adjusted" shareholder's equity reflects an after-tax charge of $4.8 million resulting from the write-off of deferred financing costs, the call premiums paid to redeem our 10.875% senior notes due 2006 and our 10.875% senior subordinated notes due 2006 and a $20.0 million dividend paid to our parent company to redeem an equal amount of its senior discount notes.

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RISK FACTORS

An investment in the notes involves risk. You should carefully consider these risk factors, as well as the other information contained in this prospectus. The risks and uncertainties described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may impair our business operations. If any of these risks actually occur, our business, results of operations and financial condition could be significantly and negatively impacted, the trading price of the notes could decline and you might lose all or part of your investment.

Risks Related to Our Indebtedness

We have substantial existing debt and may incur substantial additional debt in the future, which could adversely affect our financial health and our ability to obtain financing in the future and react to changes in our business.

        We have, and will continue to have, a significant amount of debt and may incur additional debt in the future. As of September 30, 2003, pro forma for the offering of the old notes and the related refinancing transactions, our total debt would have been approximately $228.2 million and shareholder's equity would have been approximately $44.5 million. For the three months ended September 30, 2003, our ratio of earnings to fixed charges was 1.8x and pro forma for the offering of the old notes and the related refinancing transactions was 1.6x. Our significant amount of debt could have important consequences to you. For example, it could:

•

make it more difficult for us to satisfy our obligations to the holders of the notes;



•

make us vulnerable to interest rate increases, because a significant portion of our borrowings is, and will continue to be, at variable rates of interest;



•

require us to dedicate a substantial portion of our cash flow from operations to payments on our debt obligations, which will reduce our funds available for working capital, capital expenditures and other general corporate expenses;



•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;



•

place us at a disadvantage compared to our competitors that have proportionately less debt;



•

restrict our operational flexibility through restrictive covenants that will limit our ability to make acquisitions, explore certain business opportunities, dispose of assets and take other actions; and



•

limit our ability to borrow additional funds in the future, if we need them, due to applicable financial and restrictive covenants in our debt instruments.

        The terms of our various debt instruments limit our ability to incur additional debt but do not prohibit us from incurring additional debt. If current debt levels increase, the related risks that we and you now face will also increase.

        If we fail to generate sufficient cash flow from future operations to meet our debt service obligations, we may need to seek refinancing of all or a portion of our indebtedness or obtain additional financing in order to meet our obligations with respect to our indebtedness. We cannot assure you that we will be able to refinance any of our indebtedness or obtain additional financing on satisfactory terms or at all, particularly because of our high levels of debt and the debt incurrence restrictions imposed by the agreements governing our debt.

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The agreements and instruments governing our debt, the debt of our subsidiaries and the debt of our parent company, contain restrictions and limitations that could significantly affect our and our subsidiaries' ability to operate our business and could adversely affect the holders of the notes.

        Our and our subsidiaries' debt instruments contain a number of significant covenants that could adversely affect our business and in turn the holders of the notes. The purchase agreements related to our parent company's replacement senior and senior subordinated notes will also impose certain restrictive covenants on us. These covenants restrict our and our subsidiaries' ability to, among other things:

•

create liens;



•

enter into sale and leaseback transactions;



•

enter into transactions with affiliates;



•

pay dividends or make other payments;



•

effect certain mergers and consolidations;



•

make certain investments, acquisitions or dispositions;



•

incur additional debt;



•

issue equity in our subsidiaries;



•

create dividend and other payment restrictions affecting our subsidiaries; and



•

repurchase or redeem equity interests and subordinated debt.

        The breach of any covenants or obligations in any of these debt instruments will result in a default under the applicable debt instrument. If there is an event of default under one of our debt instruments, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable, subject to applicable grace periods. This could trigger cross-defaults under our other debt instruments, including the notes. We cannot assure you that our assets or cash flow would be sufficient to repay fully borrowings under our outstanding debt instruments, including the notes, if accelerated upon an event of default, or that we would be able to refinance or restructure the payments on any of those debt instruments, including the notes. Further, if we are unable to repay, refinance or restructure our indebtedness under our replacement credit facility, the lenders under that facility could proceed against the collateral securing that indebtedness. In that event, any proceeds received upon a realization of the collateral would be applied first to amounts due under our replacement credit facility before any proceeds would be available to make payments on the notes. Any default could therefore adversely affect our growth, our financial condition, our results of operation and our ability to make payments to the holders of the notes.

If we do not generate a sufficient amount of cash, which depends on many factors beyond our control, our liquidity and ability to service our indebtedness and fund our operations would be harmed.

        Based on our current level of operations and anticipated revenue growth, we believe our cash flow from operations, available cash and available borrowings under our replacement credit facility will be adequate to meet our future liquidity needs. However, we have substantial contractual commitments and debt service obligations. In addition, on or after May 15, 2009, subject to the limitations in the indenture, we may make distributions or loans to our parent company in order to enable it to meet its debt service obligations with respect to its replacement senior and senior subordinated notes. We cannot assure you, however, that our business will generate sufficient cash flow from operations, that our anticipated revenue growth will be realized or that future borrowings will be available to us under our replacement credit facility in amounts sufficient to enable us to pay our indebtedness, including the

14

notes, or to fund our other liquidity needs. In addition, if we undertake expansion efforts in the future, our cash requirements may increase significantly.

Risks Related to Our Business

Competition in the financial services industry could cause us to lose market share.

        The industry in which we operate is highly fragmented and very competitive. In addition, we believe that the market will become more competitive as the industry consolidates. In addition to other check cashing stores and consumer lending stores in the United States, Canada and the United Kingdom, we compete with banks and other financial services entities and retail businesses that cash checks, offer consumer loans, sell money orders, provide money transfer services or offer other products and services offered by us. Some of our competitors have larger and more established customer bases and substantially greater financial, marketing and other resources than we have. As a result, we could lose market share and our revenues could decline, thereby affecting our ability to generate sufficient cash flow to service our indebtedness and fund our operations.

We are subject to risks relating to our international operations that could negatively impact our operating results.

        Our operations in Canada and the United Kingdom are significant to our business and present risks which may vary from those we face domestically. At September 30, 2003, assets held by our foreign subsidiaries represented 56.1% of our total assets. Certain aspects inherent in transacting business internationally could negatively impact our operating results, including:

•

costs and difficulties in staffing and managing international operations;



•

unexpected changes in regulatory requirements;



•

local political and economic conditions; and



•

tax rates in certain foreign countries that exceed those in the United States and the imposition of withholding requirements on foreign earnings.

Foreign currency fluctuations may adversely affect our results of operations.

        We derive significant revenue, earnings and cash flow from our operations in Canada and the United Kingdom. Our foreign subsidiaries accounted for 49.6% of our total revenues during fiscal 2003 and 54.2% of our total revenues during the fiscal quarter ended September 30, 2003. Our results of operations are vulnerable to currency exchange rate fluctuations in the Canadian dollar and the British pound against the U.S. dollar. We estimate that a 10.0% change in foreign exchange rates by itself would have impacted reported pre-tax earnings from continuing operations by approximately $3.4 million for fiscal 2003 and $2.3 million for 2002. This impact represents nearly 21.9% of our consolidated pre-tax earnings for fiscal 2003 and 14.0% of our consolidated pre-tax earnings for fiscal 2002. We estimate that a 10.0% change in foreign exchange rates by itself would have impacted reported pre-tax earnings from continuing operations by approximately $783,000 for the three months ended September 30, 2003 and $1.2 million for the three months ended September 30, 2002. This impact represents nearly 14.4% of our consolidated pre-tax earnings for the three months ended September 30, 2003 and 42.5% of our consolidated pre-tax earnings for the three months ended September 30, 2002.

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A significant portion of our consumer lending business is derived from two key banking relationships, and a loss of either of those relationships could adversely affect our liquidity and profits.

        We have alliances with two banks, County Bank of Rehoboth Beach, Delaware and First Bank of Delaware. Under each of these relationships, we provide various services to the bank in connection with our origination and servicing of the bank's short-term consumer loans, in exchange for which we are compensated by the bank through payment of origination and servicing fees. Approximately 19% of our revenues in fiscal 2003 and approximately 20% of our revenues in the quarter ended September 30, 2003 were derived from County Bank and First Bank. Our relationships with these banks have existed for approximately one year. Termination of, or significant adverse change in, our relationships with either or both of these banks could require us to seek replacement relationships with new financial institutions or make additional loans ourselves. We cannot assure you that we would be able to secure new relationships or that the terms of such new relationships would be as favorable to us as those of our existing relationships. The amount of loans we may make ourselves will be limited by the terms of the replacement credit facility. As a result, any changes in our relationship with the banks could disrupt our revenues, cause us to change the way we conduct business in certain states or adversely affect our liquidity and profits.

Demand for our products and services is sensitive to the level of transactions effected by our customers, and accordingly, our revenues could be affected negatively by a general economic slowdown.

        A significant portion of our revenue is derived from cashing checks. Revenues from check cashing accounted for 49.4% of our total revenues during fiscal 2003 and 49.3% of our total revenues during the fiscal quarter ended September 30, 2003. Any changes in economic factors that adversely affect consumer transactions could reduce the volume of transactions that we process and have an adverse effect on our business, financial condition and results of operations.

Changes in applicable laws and regulations governing consumer protection and lending practices may have a significant negative impact on our business, results of operations and financial condition.

        Our business is subject to numerous state and certain federal and foreign laws and regulations which are subject to change and which may impose significant costs or limitations on the way we conduct or expand our business.

        These regulations govern or affect:

•

check cashing fees;



•

licensing and posting of fees;



•

lending practices, such as truth in lending;



•

interest rates and usury;



•

currency reporting;



•

privacy of personal consumer information; and



•

prompt remittance of proceeds for the sale of money orders.

        In addition, the banks for which we act as a servicer in connection with our consumer lending activities are subject to federal and state banking regulations. During 2002, criticism of Eagle National Bank's program with us by the U.S. Comptroller of the Currency led to Eagle discontinuing that business, requiring us to find a replacement relationship. The resulting disruption to our business increased expenses and slowed the growth of our consumer lending activities in 2002. The FDIC is the primary regulator of County Bank and First Bank and in July 2003 issued guidance for member banks

16

operating in the payday lending industry. We cannot assure you that regulatory activities affecting the banks with which we do business will not again negatively impact our operations.

        As we develop new products and services, we may become subject to additional federal and state regulations. In addition, future legislation or regulations may restrict our ability to continue our current methods of operation or expand our operations and may have a negative effect on our business, results of operations and financial condition. States may also seek to impose new licensing requirements or interpret or enforce existing requirements in new ways. For example, the Oklahoma Administrator of Consumer Credit sought to revoke the license of our Oklahoma subsidiary during fiscal 2003. Our business may also be subject to litigation and regulatory proceedings, which could generate adverse publicity or cause us to incur substantial expenditures or modify the way we conduct our business.

Our business and results of operations may be adversely affected if we are unable to manage our growth effectively.

        Our expansion strategy, which contemplates the addition of new stores, franchisees and document transmitter locations, is subject to significant risks. Our continued growth is dependent upon a number of factors, including the ability to hire, train and retain an adequate number of experienced management employees, the availability of adequate financing for our expansion activities, the ability to find qualified franchisees and document transmitter locations, the ability to obtain any government permits and licenses that may be required and other factors, some of which are beyond our control. There can be no assurance that we will be able to successfully grow our business or that our current business, results of operations and financial condition will not suffer if we are unable to do so. Expansion beyond the geographic areas where the stores are presently located will increase demands on management and divert their attention.

Our check cashing services may become obsolete because of technological advances.

        We derive the largest component of our revenue from fees associated with cashing payroll, government and personal checks. Recently, there has been increasing penetration of electronic banking services into the check cashing and money transfer industry, including direct deposit of payroll checks and electronic transfer of government benefits. To the extent that checks are replaced with such electronic transfers, demand for our check cashing services could decrease.

Our business is seasonal in nature, which causes our revenues and earnings to fluctuate.

        Our business is seasonal due to the impact of several tax-related services, including cashing tax refund checks, making electronic tax filings and processing applications for refund anticipation loans. Historically, we have generally experienced our highest revenues and earnings during the third fiscal quarter ending March 31 when revenues from these tax-related services peak. This seasonality requires us to manage our cash flows over the course of the year. If our revenues were to fall substantially below what we would normally expect during certain periods, our annual financial results would be adversely impacted and our ability to service our debt, including our ability to make interest payments on the notes, may also be adversely affected.

Because we maintain a significant supply of cash in our stores, we may be subject to cash shortages due to employee error and theft.

        Since our business requires us to maintain a significant supply of cash in each of our stores, we are subject to the risk of cash shortages resulting from employee errors and theft. Although we have implemented various programs to reduce these risks, maintain insurance coverage for theft and provide security for our employees and facilities, we cannot assure you that employee error and theft will not occur. Error and theft could lead to cash shortages and could adversely affect our results of operations.

17

If we lose key management or are unable to attract and retain the talent required for our business, our operating results could suffer.

        Our future success depends to a significant degree upon the members of our senior management, particularly Jeffrey Weiss, our Chairman and Chief Executive Officer, and Donald Gayhardt, our President and Chief Financial Officer. The loss of the services of one or more members of senior management could harm our business and development. Our continued growth also will depend upon our ability to attract and retain additional skilled management personnel. If we are unable to attract and retain personnel as needed in the future, our operating results and growth could suffer.

The interests of our parent company's majority stockholder may conflict with your interests as a noteholder.

        Currently, Green Equity Investors II, L.P. beneficially owns approximately 65.9% of our parent company's common stock. As a result, Green Equity Investors II, L.P. may be able to control all matters requiring the approval of our parent company's stockholders, including the election of directors and approval of significant corporate transactions. Because we are a wholly-owned subsidiary of our parent company, Green Equity Investors II, L.P. also may have indirect control over us. The interests of Green Equity Investors II, L.P. as a stockholder may conflict with your interests as a noteholder.

Risks Related to the Notes

The notes are effectively subordinated to our credit facility.

        The notes rank senior in right of payment to all of our subordinated indebtedness and rank equally in right of payment with all of our unsubordinated indebtedness, including all borrowings under the replacement credit facility. However, the replacement credit facility is secured by first priority liens on substantially all of our and our domestic subsidiaries' assets and property, including all of our capital stock held by our parent company, all of the capital stock of our domestic subsidiaries and 65% of the capital stock of certain of our foreign subsidiaries.

        Although the notes constitute senior obligations, the holders of secured indebtedness will have a prior claim to the assets securing such indebtedness. If we or a guarantor become insolvent, are subject to bankruptcy, insolvency or similar proceedings, or are liquidated or reorganized, lenders under our replacement credit facility and any other holders of our secured debt will generally be entitled to repayment in full before any payment or distribution may be made under the notes or guarantees of the notes. In any such case, we or any guarantor of the notes may not have sufficient remaining assets to repay the notes fully.

        Until all obligations under the replacement credit facility have been finally and non-avoidably paid in full, any letters of credit outstanding have been cash collateralized and the commitments of all of the lenders have been terminated, the replacement credit facility also prohibits us and our subsidiaries from:

•

making any mandatory or voluntary repurchase of the notes (whether upon a change of control or asset sale, following the occurrence of an event of default under the indenture or otherwise);



•

making any payment or prepayment of principal on the notes;



•

making any payment or prepayment of interest or liquidated damages, if any, on the notes unless both before and after giving effect to such payment no event of default shall exist under the replacement credit facility; or



•

defeasing the notes.

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The guarantees and the collateral for the guarantees are subordinated to our credit facility.

        The notes are fully and unconditionally guaranteed on a joint and several basis by our parent company, DFG Holdings, Inc., and our existing and future domestic subsidiaries. Guarantees of the notes by guarantors directly owning, now or in the future, capital stock of foreign subsidiaries will be secured by second priority liens on 65% of the capital stock of such foreign subsidiaries. In the event we directly own a foreign subsidiary in the future, the notes will be secured by a second priority lien on 65% of the capital stock of any such foreign subsidiary.

        Pursuant to the subordination provisions in the intercreditor agreement, the trustee has agreed that it will not take any action on behalf of the holders of the notes to enforce the second priority liens on the pledged shares of foreign subsidiaries or the guarantees of the notes (other than, in certain circumstances, under the guarantee by our parent company) until all obligations under the replacement credit facility have been paid in full in cash, any letters of credit outstanding have been collateralized and the commitments of all of the lenders have been terminated. As a result, during such period, neither the trustee nor the holders of the notes will be able to force a sale of the collateral or take remedial actions to collect on the guarantees of the notes (other than, in certain circumstances, under the guarantee by our parent company) without the concurrence of the administrative agent under the replacement credit facility. In addition, if we or any of our subsidiaries that is a guarantor become insolvent or enter into a bankruptcy or similar proceeding, then the administrative agent and the lenders under the replacement credit facility must be paid in full before you are paid.

The guarantee by our parent company will have limited value in the event we cannot make payment on the notes.

        The notes are guaranteed by our parent company. You should not rely on this guarantee because our parent company has no assets other than our capital stock. If we cannot make payments under the notes, our parent company probably cannot make payments either. Our parent company also has substantial indebtedness, including its guarantee of the replacement credit facility and $96.9 million of notes that would be equally-ranked with its guarantee of the notes as of September 30, 2003 after giving effect to the refinancing.

Under certain circumstances, federal and state laws may allow courts to avoid the guarantees and the collateral for the guarantees and require noteholders to return payments they receive from the guarantors.

        Under the federal Bankruptcy Code and comparable provisions of state fraudulent transfer laws, a court could avoid the guarantees or collateral for the guarantees, or subordinate claims in respect of the guarantees to all the guarantors' other debts if, among other things, any guarantor, at the time it incurred the indebtedness evidenced by the guarantees:

•

received less than reasonably equivalent value or fair consideration for the incurrence of indebtedness under its guarantee and either:



•

was insolvent or rendered insolvent by reason of the incurrence; or



•

was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or



•

intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they became due.

        Under any of these circumstances, a court could avoid any payment by a guarantor or require a noteholder to return the payment to a guarantor, or to a fund for the benefit of its creditors.

19

        The measures of insolvency for purposes of these fraudulent transfer laws vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; or



•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or



•

it could not pay its debts as they become due.

        We believe that, after giving effect to the issuance and terms of the guarantees, none of the guarantors will be insolvent, have unreasonably small capital for the businesses in which it is engaged or have incurred debts beyond its ability to pay debts as they mature. However, we cannot assure you that a court making these determinations would agree with these conclusions.

We depend primarily on our subsidiaries' revenues for repayment of the notes, and our subsidiaries' obligations to make funds available to us will be limited.

        We conduct substantially all of our business operation through our subsidiaries. We therefore expect that a substantial portion of the revenues available for payment of debt service on the notes will be generated by our subsidiaries. In addition, the terms of our replacement credit facility restrict our ability to hold certain assets other than at the subsidiary level. Our foreign subsidiaries will not be guarantors of the notes, and those subsidiaries will have no legal obligation to make funds available to us for repayment of the notes, by way of dividends or otherwise. In addition, legal restrictions applicable to our foreign subsidiaries may limit their ability to make distributions to us.

        Our existing and future domestic subsidiaries have guaranteed the notes, but pursuant to the subordination provisions in the intercreditor agreement the subsidiary guarantees rank junior in priority to the subsidiary guarantors' guarantees of the replacement credit facility. In addition, our credit facility prevents the subsidiary guarantors from making any payment or transfer of any money, property or assets in respect of such subsidiary guarantors' guarantees of the notes until all obligations under the replacement credit facility have been paid in full in cash, any letters of credit outstanding have been collateralized and the commitments of all of the lenders have been terminated. Upon any distribution to the creditors of any of the subsidiary guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to any of the subsidiary guarantors or their property, the lenders under the replacement credit facility will be entitled to be paid in full before any payment may be made with respect to the subsidiary guarantees. In addition, the laws of most jurisdictions provide suretyship defenses to guarantors, which may under certain circumstances limit our guarantor subsidiaries' legal obligations to make payments under the guarantees.

We may not be able to repurchase the notes upon a change of control or asset sale.

        Upon specified change of control and asset sale events, you have the right to require us to offer to repurchase all or a portion of the notes. The lenders under our replacement credit facility have a similar right upon a change of control or asset sale. In addition, the terms of our replacement credit facility prohibit us from repurchasing the notes until all debt under the replacement credit facility is paid in full and also provide that the occurrence of certain change of control events with respect to us would constitute a default under the facility. Other agreements relating to our future debt may contain similar provisions preventing us from effecting repurchases of the notes. If a change of control or asset sale occurs while we are prohibited from repurchasing the notes, we could seek our lenders' consent to repurchase the notes or could attempt to refinance or repay the borrowings that contain the

20

prohibition. We may not be able to obtain a consent or refinance or repay those borrowings on acceptable terms, or at all. If we do not obtain a consent or refinance or repay the borrowings, we would remain prohibited from repurchasing the notes. It is also possible that even if we were permitted to make such a repurchase, we might not have sufficient resources to satisfy all of our repurchase obligations. In either case, our failure to repurchase any tendered notes would constitute an event of default under the indenture, which would, in turn, constitute a further default under our replacement credit facility.

We cannot assure you that an active trading market will develop for the old notes or the new notes.

        The old notes and new notes are new issues of securities for which there is currently no active trading market. We have been informed by certain of the initial purchasers that they intend to make a market in the notes, as permitted by applicable law. However, the initial purchasers are not obligated to make a market in the old notes or new notes and may cease their market-making activities at any time without notice. The old notes are not registered under the Securities Act and have been offered and sold only to qualified institutional buyers and to non-U.S. persons outside the United States. Consequently, the old notes are subject to restrictions on transfer. The old notes are eligible for trading in The PORTAL Market®. However, we do not intend to apply for listing of the old notes or the new notes on any securities exchange or for quotation through Nasdaq or any other automated interdealer quotation system. The liquidity of the trading markets in the old notes and new notes, and the market prices quoted for the old notes and new notes, may be adversely affected by changes in the overall market for high yield securities generally or the interest of securities dealers in making markets in the old notes and new notes and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, we cannot assure you that active trading markets will develop for the old notes or the new notes.

If you do not exchange your old notes for new notes, you will continue to have restrictions on your ability to resell them.

        The old notes are not registered under the Securities Act or under the securities laws of any state and may not be resold, offered for resale or otherwise transferred unless they are subsequently registered or resold pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. If you do not exchange your old notes for new notes pursuant to the exchange offer, you will not be able to resell, offer to resell or otherwise transfer the old notes unless they are registered under the Securities Act or unless you resell them, offer to resell them or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act. We will no longer be under an obligation to register the old notes under the Securities Act, except in the limited circumstances provided in the registration rights agreement. In addition, to the extent that old notes are tendered for exchange and accepted in the exchange offer, the trading market for the untendered and tendered but unaccepted old notes could be adversely affected.

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USE OF PROCEEDS

        This exchange offer is intended to satisfy our obligations under the registration rights agreement. We will not receive any proceeds from the exchange offer. You will receive, in exchange for the old notes tendered by you and accepted by us in the exchange offer, the same principal amount of new notes. The old notes surrendered in exchange for the new notes will be retired and will not result in any increase in our outstanding debt. Any surrendered but unaccepted notes will be returned to you and will remain outstanding.

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CAPITALIZATION

        The following table sets forth as of September 30, 2003:

•

our actual capitalization; and



•

our capitalization as adjusted to give effect to the offering of the old notes, and the use of the proceeds therefrom for certain related refinancing transactions in which we redeemed all of our outstanding senior notes and all of our outstanding senior subordinated notes, refinanced our prior credit facility, distributed a portion of the proceeds to our parent company to redeem an equal amount of its senior discount notes and paid fees and expenses with respect to these transactions and a related exchange transaction involving our parent company's senior discount notes.

        This table should be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations—Dollar Financial Group, Inc." and our consolidated financial statements and related notes included elsewhere in this prospectus.

		As of September 30, 2003
		Actual		As Adjusted
		(dollars in thousands)
Cash and cash equivalents(1)		$	63,915	$	66,233
Debt:
Revolving credit facility		$	47,775	$	—
United Kingdom overdraft facility			173		173
9.75% senior notes due 2011			—		220,000
10.875% senior notes due 2006			109,190		—
10.875% senior subordinated notes due 2006			20,000		—
Other debt			8,066		8,066
	Total debt		185,204		228,239
Total shareholder's equity(2)			69,278		44,493
	Total capitalization	$	254,482	$	272,732

(1)

Cash and cash equivalents consists primarily of cash for our daily store operations and checks in transit.

(2)

The as adjusted shareholder's equity reflects an after-tax charge of $4.8 million resulting from the write-off of deferred financing costs, the call premiums paid to redeem our 10.875% senior notes due 2006 and our 10.875% senior subordinated notes due 2006 and a $20.0 million dividend paid to our parent company to redeem an equal amount of its senior discount notes.

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SELECTED FINANCIAL DATA

We derived the following historical financial information from our audited consolidated financial statements as of and for the years ended June 30, 2001 through June 30, 2003 and our unaudited consolidated financial statements as of and for the quarters ended September 30, 2002 and September 30, 2003, which are included elsewhere in this prospectus, and our audited consolidated financial statements as of and for the years ended June 30, 1999 and June 30, 2000, which are not included in this prospectus. The unaudited financial statements include all adjustments, consisting of normal recurring accruals, which we consider necessary for a fair presentation of the financial position and the results of operations for these periods. Operating results for the three months ended September 30, 2003 are not necessarily indicative of the results that may be expected for the entire year ending June 30, 2004. This table should be read in conjunction with the information contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Dollar Financial Group, Inc." and our audited and unaudited consolidated financial statements and related notes included elsewhere in this prospectus.

		Year ended June 30,															Three months ended September 30,
		1999(1),(2)			2000(3)			2001(4)			2002(5)			2003			2002			2003
		(dollars in thousands)															(dollars in thousands) (unaudited)
Statement of Operations Data:
Revenues:
	Revenues from check cashing	$	76,304		$	97,350		$	105,690		$	104,792		$	108,435		$	26,454		$	28,123
	Revenues from consumer lending, net		18,559			34,787			58,367			69,799			81,514			18,935			21,397
	Other revenues		26,116			33,616			31,442			27,385			29,439			7,264			7,470
Total revenues			120,979			165,753			195,499			201,976			219,388			52,653			56,990
Store and regional expenses:
	Salaries and benefits		35,329			47,058			57,453			65,295			69,799			17,147			18,777
	Occupancy		9,609			12,800			16,881			18,087			18,856			4,799			4,864
	Depreciation		2,227			4,683			5,829			6,522			5,859			1,619			1,448
	Other		23,764			36,503			45,321			46,238			47,766			12,857			12,965
Total store and regional expenses			70,929			101,044			125,484			136,142			142,280			36,422			38,054
Establishment of reserves for new consumer lending arrangements			—			—			—			2,244			—			—			—
Corporate expenses			13,648			20,864			22,500			24,516			31,241			7,248			7,241
Loss on store closings and sales and other restructuring			103			249			926			1,435			3,987			488			60
Goodwill amortization			4,686			5,564			4,710			—			—			—			—
Other depreciation and amortization			1,020			1,620			1,952			2,709			3,320			843			958
Interest expense, net of interest income			16,401			17,491			20,361			18,694			20,168			4,931			5,247
Recapitalization costs and other non-recurring items			12,575			1,478			—			—			—			—			—
Establishment of reserve for legal matter			—			—			—			—			2,750			—			—
Income before income taxes and extraordinary item			1,617			17,443			19,566			16,236			15,642			2,721			5,430
Income tax provision			3,881			12,043			12,876			10,199			13,511			1,910			4,288
(Loss) income before extraordinary item			(2,264	)		5,400			6,690			6,037			2,131			811			1,142
Extraordinary loss on debt extinguishment (net of income tax benefit of $45)			85			—			—			—			—			—			—
Net (loss) income		$	(2,349	)	$	5,400		$	6,690		$	6,037		$	2,131		$	811		$	1,142
Operating and Other Data:
Net cash provided by (used in):
	Operating activities	$	15,951		$	16,792		$	16,442		$	14,453		$	4,230		$	(2,702	)	$	6,689
	Investing activities		(23,471	)		(44,526	)		(32,365	)		(10,108	)		(10,679	)		(1,092	)		(1,415	)
	Financing activities		18,269			35,306			15,602			9,409			(11,295	)		(4,871	)		(14,239	)
Stores in operation at end of period			437			891			978			1,018			1,084			1,057			1,080
Ratio of earnings to fixed charges(6)			1.1	x		1.7	x		1.7	x		1.6	x		1.6	x		1.4	x		1.8	x
Balance Sheet Data (at end of period):
Cash and cash equivalents		$	65,782		$	73,288		$	72,452		$	86,633		$	71,805		$	77,288		$	63,915
Total assets			203,709			259,714			276,172			291,312			296,536			287,054			287,603
Total debt			142,166			179,146			197,136			208,191			198,970			203,665			185,204
Shareholder's equity			36,334			39,595			42,624			53,515			68,397			52,930			69,278

(1)

On November 13, 1998, our parent company, DFG Holdings, Inc., or Holdings, entered into an agreement and plan of merger with DFG Acquisition, Inc., a Delaware corporation, controlled by Green Equity Investors II, L.P., a Delaware limited partnership, and some of the stockholders of Holdings, providing for the merger of DFG Acquisition, Inc. with and

24

into Holdings, with Holdings as the surviving corporation. The merger, which was consummated on December 18, 1998, was accounted for as a Recapitalization of Holdings. In the merger, the senior members of management of Holdings retained substantially all of their stock in Holdings, and the other stockholders received cash in exchange for their shares of Holdings.

(2)

On February 10, 1999, we acquired all of the outstanding shares of Instant Cash Loans Limited, which operated eleven stores in the UK. The initial purchase price for this acquisition was $9.4 million plus initial working capital of approximately $2.0 million and was funded with the issuance of our 10.875% Senior Subordinated Notes Due 2006. The excess of the purchase price over the fair value of identifiable net assets acquired was $8.3 million. On February 17, 1999, National Money Mart Company, one of our subsidiaries, acquired the remaining 86.5% partnership interest in its Calgary Money Mart Partnership. The Calgary Money Mart Partnership operated six stores in Alberta, Canada. The aggregate purchase price for this acquisition was $5.6 million and was funded with the issuance of our 10.875% Senior Subordinated Notes Due 2006. The excess of the purchase price over the fair value of identifiable net assets acquired was $5.2 million.

(3)

On July 7, 1999, we acquired all of the outstanding shares of Cash A Cheque Holdings Great Britain Limited, which operated 44 company-owned stores in the UK. The initial purchase price for this acquisition was $12.5 million and was funded through excess internal cash, our revolving credit facility and our 10.875% Senior Subordinated Notes Due 2006. The excess of the purchase price over the fair value of the identifiable net assets acquired was $8.2 million. Additional consideration of $9.7 million was subsequently paid based under the profit-based earn-out agreement. On November 18, 1999, we acquired all of the outstanding shares of Cheques R Us, Inc. and Courtenay Money Mart Ltd., which operated six stores in British Columbia. The aggregate purchase price for this acquisition was $1.2 million and was funded through excess internal cash. The excess of the purchase price over the fair value of identifiable net assets acquired was $1.1 million. On December 15, 1999, we acquired all of the outstanding shares of Cash Centres Corporation Limited, which operated five company-owned stores and 238 franchises in the UK. The aggregate purchase price for this acquisition was $8.4 million and was funded through our revolving credit facility. The excess of the purchase price over the fair value of identifiable net assets acquired was $7.7 million. Additional consideration of $2.7 million was subsequently paid based under a profit-based earn-out agreement. On February 10, 2000, we acquired substantially all of the assets of CheckStop, Inc., a payday-loan business which operated through 150 independent document transmitters in 17 states. The aggregate purchase price for this acquisition was $2.6 million and was funded through our revolving credit facility. The excess of the purchase price over the fair value of identifiable net assets acquired was $2.4 million. Additional consideration of $250,000 was subsequently paid based upon a future results of operations earn-out agreement.

(4)

On August 1, 2000, we purchased all of the outstanding shares of West Coast Chequing Centres, Ltd, which operated six stores in British Columbia. The aggregate purchase price for this acquisition was $1.5 million and was funded through excess internal cash. The excess price over the fair value of identifiable net assets acquired was $1.4 million. On August 7, 2000, we purchased substantially all of the assets of Fast 'n Friendly Check Cashing, which operated 8 stores in Maryland. The aggregate purchase price for this acquisition was $700,000 and was funded through our revolving credit facility. The excess purchase price over fair value of identifiable net assets acquired was $660,000. Additional consideration of $150,000 was subsequently paid based on a revenue earn-out agreement. On August 28, 2000, we purchased primarily all of the assets of Ram-Dur Enterprises, Inc. d/b/a AAA Check Cashing Centers, which operated five stores in Tucson, Arizona. The aggregate purchase price for this acquisition was $1.3 million and was funded through our revolving credit facility. The excess purchase price over fair value of identifiable net assets acquired was $1.2 million. On December 5, 2000, we purchased all of the outstanding shares of Fastcash Ltd., which operated 13 company owned stores and 27 franchises in the UK. The aggregate purchase price for this acquisition was $3.1 million and was funded through our revolving credit facility. The excess of the purchase price over the fair value of the identifiable assets acquired was $2.7 million. Additional consideration of $2.0 million was subsequently paid during fiscal 2003 based upon a future results of operations earn-out agreement.

(5)

On July 1, 2001, we adopted Financial Accounting Standards Board Opinion No. 142 "Goodwill and Other Intangible Assets." In accordance with the provisions of SFAS No. 142 we ceased amortization of goodwill.

(6)

For purposes of the ratio of earnings to fixed charges, earnings include earnings before income taxes and fixed charges. Fixed charges consist of interest on all debt, amortization of deferred financing costs and that portion of rental expense that we believe to be representative of interest. For fiscal 2003, our ratio of earnings to fixed charges pro forma for the offering of the old notes and the related refinancing transactions was 1.4x and for the three months ended September 30, 2003 this ratio was 1.6x.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DOLLAR FINANCIAL GROUP, INC.

The following discussion and analysis of our financial condition and results of operations for the fiscal quarters ended September 30, 2002 and 2003 and fiscal 2001, 2002 and 2003 should be read together with our audited and unaudited consolidated financial statements and related notes included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategies for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in, or implied by, the forward-looking statements contained in this prospectus. For a discussion and analysis of the financial condition and results of operations of our parent company, DFG Holdings, Inc., see "Management's Discussion and Analysis of Financial Condition and Results of Operations—DFG Holdings, Inc."

Overview

        We have historically derived our revenues primarily from providing check cashing services, consumer lending and other consumer financial products and services, including money orders, money transfers and bill payment. For our check cashing services, we charge our customers fees that are usually equal to a percentage of the amount of the check being cashed and are deducted from the cash provided to the customer. For our consumer loans, we receive origination and servicing fees from the banks providing the loans or, if we fund the loans directly, interest on the loans.

        Our expenses primarily relate to the operations of our store network, including salaries and benefits for our employees, occupancy expense for our leased real estate, depreciation of our assets and corporate and other expenses, including costs related to opening and closing stores. During fiscal 2003, we took actions to reduce costs and make our operations more efficient, including centralizing and consolidating our store support functions for our North American operations. We expect that these actions will result in annual savings of approximately $5.0 million.

        In each foreign country in which we operate, local currency is used for both revenue and expenses. Therefore, we record the impact of foreign currency exchange rate fluctuations related to our foreign net income.

Discussion of Critical Accounting Policies

        In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of our results of operations and financial condition in the preparation of our financial statements in conformity with GAAP. We evaluate these estimates on an ongoing basis, including those related to revenue recognition, loss reserves and intangible assets. We base these estimates on the information currently available to us and on various other assumptions that we believe are reasonable under the circumstances. Actual results could vary from these estimates under different assumptions or conditions.

        We believe that the following critical accounting policies affect the more significant estimates and assumptions used in the preparation of our financial statements:

Revenue Recognition

        Generally, we recognize revenue when services for the customer have been provided which, in the case of check cashing and other retail products, is at the time of sale. For our unsecured short-term loan service, all revenues are recognized ratably over the life of the loan, offset by net write-offs.

26

Consumer Loan Loss Reserves and Check Cashing Returned Item Policy

        We maintain a loan loss reserve for anticipated losses for loans we make directly as well as for fee adjustments for losses on loans we originate and service for others. To estimate the appropriate level of loan loss reserves, we consider the amount of outstanding loans owed to us, as well as loans owed to banks and serviced by us, historical loans charged off, current collection patterns and current economic trends. As these conditions change, we may need to make additional allowances in future periods.

        A loss on consumer loans is charged against revenues during the period in which the loss occurred. A recovery is credited to revenues during the period in which the recovery is made. These net losses and changes in the loan loss reserve are charged to revenues in the consolidated statements of operations.

        We charge operating expense for losses on returned checks during the period in which such checks are returned. Recoveries on returned checks are credited to operating expense during the period in which recovery is made. These net losses are charged to other store and regional expenses in the consolidated statements of operations.

Goodwill

        We have significant goodwill on our balance sheet. The testing of goodwill for impairment under established accounting guidelines also requires significant use of judgment and assumptions. In accordance with accounting guidelines, we determine the fair value of our goodwill using multiples of earnings of other companies. Goodwill is tested and reviewed for impairment on an ongoing basis under established accounting guidelines. However, changes in business conditions may require future adjustments to asset valuations.

Income Taxes

        As part of the process of preparing our consolidated financial statements we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating the actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the consolidated balance sheet. An assessment is then made of the likelihood that the deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery is not likely, we must establish a valuation allowance.

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Results of Operations

        The following table sets forth our results of operations as a percentage of revenues for the following periods:

		Year ended June 30,						Three months ended September 30,
		2001		2002		2003		2002		2003
								(unaudited)
Statement of Operations Data:
Revenues:
	Revenues from check cashing	54.1	%	51.9	%	49.4	%	50.2	%	49.3	%
	Revenues from consumer lending, net	29.9		34.6		37.2		36.0		37.5
	Other revenues	16.0		13.5		13.4		13.8		13.2
Total revenues		100.0		100.0		100.0		100.0		100.0
Store and regional expenses:
	Salaries and benefits	29.4		32.3		31.8		32.6		32.9
	Occupancy	8.6		9.0		8.6		9.1		8.6
	Depreciation	3.0		3.2		2.7		3.1		2.5
	Other	23.2		22.9		21.8		24.4		22.8
Total store and regional expenses		64.2		67.4		64.9		69.2		66.8
Establishment of reserves for new consumer lending arrangements		—		1.1		—		—		—
Corporate expenses		11.5		12.1		14.2		13.8		12.7
Loss on store closings and sales and other restructuring		0.5		0.8		1.8		0.9		0.1
Goodwill amortization		2.4		—		—		—		—
Other depreciation and amortization		1.0		1.3		1.5		1.6		1.7
Interest expense, net of interest income		10.4		9.3		9.2		9.4		9.2
Establishment of reserve for legal matter		—		—		1.3		—		—
Income before income taxes		10.0		8.0		7.1		5.1		9.5
Income tax provision		6.6		5.0		6.1		3.6		7.5
Net income		3.4	%	3.0	%	1.0	%	1.5	%	2.0	%

Quarter Ended September 30, 2003 Compared to the Quarter Ended September 30, 2002

        Revenues.    Total revenues were $57.0 million for the three months ended September 30, 2003, compared to $52.7 million for the three months ended September 30, 2002, an increase of $4.3 million or 8.2%. Comparable retail store, franchised store and document transmitter sales for the entire period increased $4.6 million or 8.9%. New store openings accounted for an increase of $721,000, which was partially offset by a decrease of $952,000 in revenues from closed stores.

        The increase in total revenues resulted primarily from a $2.5 million, or 13.0% increase in consumer lending revenues and a $1.7 million, or 6.3% increase in check cashing revenues. A 31% increase in loans originated in our Canadian locations accounted for approximately $1.3 million of the increase in consumer lending revenues. The balance of the increase was primarily related to lower U.S. net write-offs of company funded originations, partially offset by lower company funded domestic loan revenues. The increase in check cashing fees is primarily related to our Canadian locations as a result of an increase in the face amount of checks cashed.

        Store and Regional Expenses.    Store and regional expenses were $38.1 million for the three months ended September 30, 2003, compared to $36.4 million for the three months ended September 30, 2002, an increase of $1.7 million or 4.5%. New store openings accounted for an increase of $500,000 while closed stores accounted for a decrease of $900,000. Comparable retail store and franchised store

28

expenses for the entire period increased $2.0 million. For the three months ended September 30, 2003 total store and regional expenses decreased to 66.8% of total revenue compared to 69.2% of total revenue for the three months ended September 30, 2002.

        As a percent of revenues, other store and regional expenses were 22.8% for the three months ended September 30, 2003, compared to 24.4% for the three months ended September 30, 2002, a decrease of 1.6%. A decrease in direct costs associated with short-term consumer loans we service through our direct-to-customer operation accounted for 1.0% of the decline. In addition, a continued decline in net security losses accounted for 0.3% of the decrease.

        Corporate Expenses.    Corporate expenses were $7.2 million for each of the three month periods ended September 30, 2003 and September 30, 2002. For the three months ended September 30, 2003, corporate expenses decreased to 12.7% of total revenue compared to 13.8% of total revenue for the three months ended September 30, 2002. The decline reflects the first full quarter of cost reductions related to the recent rationalization of our store support functions for our North American operations.

        Loss on Store Closings and Sales.    Loss on store closings and sales was $60,000 for the three months ended September 30, 2003, compared to $488,000 for the three months ended September 30, 2002. These costs consist primarily of lease obligations and leasehold improvement write-offs.

        Interest Expense.    Interest expense was $5.2 million for the three months ended September 30, 2003, compared to $4.9 million for the three months ended September 30, 2002, an increase of $316,000 or 6.4%. This increase is primarily attributable to the increase in the average borrowing rates of our revolving credit facilities as a result of a November 2002 amendment to our credit facility and the impact of the higher effective interest rate on our collateralized borrowings.

        Income Tax Provision.    The provision for income taxes was $4.3 million for the three months ended September 30, 2003, compared to $1.9 million for the three months ended September 30, 2002, an increase of $2.4 million. Our effective tax rate differs from the federal statutory rate of 35% due to state taxes, foreign taxes and U.S. taxes on foreign earnings primarily resulting from the guarantees of our credit facility and senior notes by our foreign subsidiaries.

Year Ended June 30, 2003 Compared to the Year Ended June 30, 2002

        Revenues.    Total revenues were $219.4 million for fiscal 2003, compared to $202.0 million for fiscal 2002, an increase of $17.4 million, or 8.6%. Comparable retail store, franchised store and document transmitter revenues increased $15.8 million, or 8.1%, which is primarily attributable to our foreign operations as those markets continue to mature as well as the impact of favorable foreign currency rates in fiscal 2003. New store openings accounted for an increase of $4.5 million, which was partially offset by a decline of $2.9 million in revenues from closed stores.

        The increase in total revenues resulted primarily from an increase of $11.7 million, or 16.8%, in consumer lending revenues. The increase in consumer lending revenues was primarily a result of a $7.8 million, or 34.2%, increase in revenues in Canada resulting from higher lending volumes and increased finance charges, and an increase of $3.9 million, or 8.3%, in domestic revenues primarily resulting from a decrease in credit losses (which are netted against revenues). In addition to the increase in consumer lending revenues, our check cashing revenues increased by $3.6 million, or 3.5%. Foreign check cashing revenues accounted for $8.1 million of this increase offset by a $4.5 million decline in domestic check cashing revenues due to an overall decline in service sector employment. The balance of the increase in total revenues, $2.1 million, relates to other ancillary products, primarily revenues from money transfer fees.

        Store and Regional Expenses.    Store and regional expenses were $142.3 million for fiscal 2003, compared to $136.1 million for fiscal 2002, an increase of $6.2 million, or 4.5%. The effect of the new

29

store openings in fiscal 2003 accounted for an increase of $1.5 million. Also, store and regional expenses increased $4.0 million due to increased salaries and benefits attributable to our foreign subsidiaries, commensurate with the growth in those operations. Total store and regional expenses as a percentage of revenues decreased from 67.4% in fiscal 2002 to 64.9% in fiscal 2003. Store and regional expenses as a percentage of revenues of our foreign subsidiaries were 55.7% for fiscal 2002 and 52.5% for fiscal 2003.

Salaries and Benefits Expense.    Salaries and benefits expense was $69.8 million for fiscal 2003, compared to $65.3 million for fiscal 2002, an increase of $4.5 million, or 6.9%. New store openings accounted for $600,000 of the increase. Our foreign subsidiaries accounted for an increase of $4.0 million in salaries and benefits. Salaries and benefits expense as a percentage of revenues decreased from 32.3% for fiscal 2002 to 31.8% for fiscal 2003.

Occupancy Expense.    Occupancy expense was $18.9 million for fiscal 2003, compared to $18.1 million for fiscal 2002, an increase of $800,000, or 4.3%. New store openings accounted for $300,000 of the increase. Occupancy expense as a percentage of revenues decreased from 9.0% for fiscal 2002 to 8.6% for fiscal 2003.

Depreciation Expense.    Depreciation expense was $5.9 million for fiscal 2003, compared to $6.5 million for fiscal 2002, a decrease of $600,000, or 10.2%. Depreciation expense as a percentage of revenues decreased from 3.2% for fiscal 2002 to 2.7% for fiscal 2003.

Other.    Other store and regional expenses were $47.8 million for fiscal 2003, compared to $46.2 million for fiscal 2002, an increase of $1.6 million, or 3.3%. New store openings accounted for an increase in other store and regional expenses of $600,000. The closing of stores during the fiscal year partially offset these increases. Other store and regional expenses consist of bank charges, armored security costs, net returned third party checks, cash shortages, cost of goods sold, advertising and other costs incurred by the stores.

        Establishment of Reserves for New Consumer Lending Arrangements.    During fiscal 2002 we ceased servicing loans for Eagle National Bank, entered into a new servicing arrangement with County Bank and increased the number of company-funded loans we originated. In connection with these new consumer lending arrangements, we established a reserve of $2.2 million.

        Corporate Expenses.    Corporate expenses were $31.2 million for fiscal 2003, compared to $24.5 million for fiscal 2002, an increase of $6.7 million, or 27.4%. The increase was due to costs associated with the implementation of enhanced transaction processing systems, the establishment of new business development strategies, professional fees associated with our new banking relationships with First Bank and County Bank and increased salaries and benefits associated with the growth of foreign operations. During the fourth quarter of fiscal 2003, we transferred certain operational support functions to our Canadian headquarters from our U.S. headquarters to complete a process of rationalizing our North American corporate office functions that had begun in October 2002. We believe the restructuring efforts undertaken in fiscal 2003 will result in an annual savings of approximately $5.0 million. Corporate expenses as a percentage of revenues increased from 12.1% for fiscal 2002 to 14.2% for fiscal 2003. We expect corporate expenses as a percentage of revenues to decline in fiscal 2004.

        Loss on Store Closings and Sales and Other Restructuring.    Loss on store closings and sales and other restructuring was $4.0 million for fiscal 2003, compared to $1.4 million for fiscal 2002. For fiscal 2003, we provided $1.6 million for the closure costs associated with the shutdown of 27 stores. These costs consist primarily of lease obligations and leasehold improvement write-offs. In addition, we provided $1.7 million, consisting primarily of severance and retention bonus costs, for the consolidation and relocation of certain non-operating functions. We anticipate that loss on store closings and sales and other restructuring will decline significantly in 2004.

30

        Other Depreciation and Amortization.    Other depreciation and amortization expenses were $3.3 million for fiscal 2003, compared to $2.7 million for fiscal 2002, an increase of $600,000, or 22.6%. This increase is attributable to additional investments in technology and the expansion of our Canadian corporate office as a result of the relocation of certain operational support functions to Canada from the U.S. headquarters. Other depreciation and amortization as a percentage of revenues increased from 1.3% for fiscal 2002 to 1.5% for fiscal 2003.

        Interest Expense.    Interest expense was $20.2 million for fiscal 2003, compared to $18.7 million for fiscal 2002, an increase of $1.5 million, or 7.9%. This increase is attributable to the increase in the average borrowings under our credit facilities and an increase in interest rates as a result of the November 2002 amendment of our credit facility and the impact of the higher effective interest rate on our collateralized borrowing described below.

        Establishment of Reserve for Legal Matter.    We accrued $2.8 million during fiscal 2003 related to a legal matter described in "Business—Legal Proceedings."

        Income Tax Provision.    Provision for income taxes was $13.5 million in 2003 and $10.2 million in 2002. Our effective tax rate for 2003 was 86.4%, compared to 62.8% for 2002. The effective rate differs from the federal statutory rate of 35% due to state taxes, foreign taxes and U.S. taxes on foreign earnings, primarily resulting from the guarantees on our prior credit facility and senior notes by our foreign subsidiaries. As a result of the refinancing, we expect to eliminate substantially all of the U.S. tax on our foreign earnings. The amount of such tax was $5.2 million for fiscal 2003 and $2.4 million for fiscal 2002.

Year Ended June 30, 2002 Compared to the Year Ended June 30, 2001

        Revenues.    Total revenues were $202.0 million for fiscal 2002, compared to $195.5 million for fiscal 2001, an increase of $6.5 million, or 3.3%. Comparable retail store, franchised store and document transmitter revenues increased $2.4 million, or 1.3%. The entities acquired during fiscal 2001 and new store openings accounted for an increase of $10.0 million. The increase in total revenues resulted from an $11.4 million, or 19.5%, increase in consumer lending revenues. The increase in consumer lending revenues was primarily a result of a $7.9 million, or 53%, increase in foreign lending operations, principally due to volume growth in Canada and the introduction of consumer loan products into our acquired stores in the United Kingdom, and a $2.2 million, or 58.7%, revenue increase in our direct-to-consumer lending business. The balance of the increase in consumer lending revenues, $1.3 million, is attributable to other domestic lending operations. Partially offsetting this increase, however, was a decline in revenues of $3.1 million from closed stores and a decline in revenues of $2.8 million from the termination of the State of New York government contract, both occurring during fiscal 2001.

        Store and Regional Expenses.    Store and regional expenses were $136.1 million for fiscal 2002, compared to $125.5 million for fiscal 2001, an increase of $10.6 million, or 8.4%. The effect of the acquisitions in fiscal 2001 resulted in an increase in store and regional expenses of $1.0 million and new store openings accounted for an increase of $6.0 million. Also, store and regional expenses increased $1.3 million due to salaries and benefits attributable to foreign subsidiaries, commensurate with the growth in those operations. In addition, $600,000 of the increase in store and regional expenses resulted from an increase in salaries and benefits due to the continued growth of our direct-to-consumer lending business and $1.9 million of the increase in store and regional expenses resulted from the costs of the further development of our centralized collection division in fiscal 2002. Store and regional expenses as a percentage of revenues increased from 64.2% in fiscal 2001 to 67.4%

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in fiscal 2002. Store and regional expenses as a percentage of revenues from our foreign subsidiaries were 57.5% for fiscal 2001 and 55.7% for fiscal 2002.

Salaries and Benefits Expense.    Salaries and benefits expense was $65.3 million for fiscal 2002, compared to $57.5 million for fiscal 2001, an increase of $7.8 million, or 13.6%. Acquisitions accounted for an increase in salaries and benefits of $500,000 and new store openings accounted for $2.8 million. Our foreign subsidiaries accounted for an increase of $1.3 million in salaries and benefits. In addition, our direct-to-consumer lending business and centralized collection divisions accounted for an increase of $2.5 million due to increased growth. Salaries and benefits expense as a percentage of revenues increased from 29.4% for fiscal 2001 to 32.3% for fiscal 2002.

Occupancy Expense.    Occupancy expense was $18.1 million for fiscal 2002, compared to $16.9 million for fiscal 2001, an increase of $1.2 million, or 7.1%. New store openings and acquisitions accounted for the increase. Occupancy expense as a percentage of revenues increased from 8.6% for fiscal 2001 to 9.0% for fiscal 2002.

Depreciation Expense.    Depreciation expense was $6.5 million for fiscal 2002, compared to $5.8 million for fiscal 2001, an increase of $700,000, or 12.1%. New store openings and acquisitions accounted for an increase of $600,000. Depreciation expense as a percentage of revenues increased to 3.2% for fiscal 2002 from 3.0% for fiscal 2001.

Other.    Other store and regional expenses were $46.2 million for fiscal 2002, compared to $45.3 million for fiscal 2001, an increase of $900,000, or 2.0%. New store openings and acquisitions accounted for an increase in other store and regional expenses of $1.8 million. In addition, costs associated with our direct-to-consumer lending business and centralized collection divisions increased during fiscal 2002 due to the growth in that business. Stores closed during fiscal 2002 partially offset these increases.

        Establishment of Reserves for New Consumer Lending Arrangements.    During fiscal 2002 we ceased servicing loans for Eagle National Bank, entered into a new servicing arrangement with County Bank and increased the number of company-funded loans we originated. In connection with these new consumer lending arrangements, we established a reserve of $2.2 million.

        Corporate Expenses.    Corporate expenses were $24.5 million for fiscal 2002, compared to $22.5 million for fiscal 2001, an increase of $2.0 million, or 8.9%. This increase resulted from additional salaries and benefits associated with the growth of the foreign operations during fiscal 2002. Corporate expenses as a percentage of revenues increased to 12.1% for fiscal 2002 from 11.5% for fiscal 2001.

        Loss on Store Closings and Sales.    During fiscal 2002, we closed 16 stores. Loss on store closings and sales was $1.2 million for fiscal 2002, compared to $900,000 for fiscal 2001.

        Other Depreciation and Amortization.    Other depreciation and amortization expenses were $2.7 million for fiscal 2002, compared to $2.0 million for fiscal 2001, an increase of $700,000, or 35%. This increase is attributable to additional capital expenditures made by the corporate office during fiscal 2002. Other depreciation and amortization as a percentage of revenues increased from 1.0% for fiscal 2001 to 1.3% for fiscal 2002.

        Interest Expense.    Interest expense was $18.7 million for fiscal 2002, compared to $20.4 million for fiscal 2001, a decrease of $1.7 million, or 8.3%. This decrease was primarily attributable to the decrease in the average interest rates of our credit facilities.

        Income Tax Provision.    Provision for income taxes was $10.2 million in 2002 and $12.9 million in 2001. Our effective tax rate for 2002 was 62.8%, compared to 65.8% for 2001. The effective rate differs from the federal statutory rate of 35% due to state taxes, foreign taxes, U.S. taxes on foreign earnings

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and, for fiscal 2001, nondeductible goodwill amortization resulting from the management buyout of our company on June 30, 1994 and several subsequent acquisitions.

Liquidity and Capital Resources

        Our principal sources of cash are from operations and borrowings under our credit facilities. We anticipate that our primary uses of cash will be to provide working capital, finance capital expenditures, meet debt service requirements, fund company-originated short-term consumer loans and finance store expansion.

        Net cash provided by operating activities was $16.4 million in fiscal 2001, $14.5 million in fiscal 2002 and $4.2 million in fiscal 2003. The decline in net cash provided by operating activities is primarily a result of increased working capital requirements related to the timing of settlements associated with the consumer lending program. Our prior relationship with Eagle National Bank provided for daily settlement of amounts owed to us from consumer loan activity; our relationship with County Bank provides for monthly settlement and our relationship with First Bank provides for semi-monthly settlement. Net cash provided by operating activities was $6.7 million for the three months ended September 30, 2003, compared to a usage of $2.7 million for the three months ended September 30, 2002. The increase in net cash provided by operations was primarily the result of increases in loans and other receivables due to the timing of settlement payments related to our consumer lending product and a decline in company funded unsecured short-term loans in the first quarter of fiscal 2004.

        Net cash used in investing activities was $32.4 million in fiscal 2001, $10.1 million in fiscal 2002 and $10.7 million in fiscal 2003. Our investing activities primarily relate to purchases of property and equipment for our stores, investments in technology and acquisitions. During fiscal 2003, $3.0 million of this amount was attributable to earn-out payments on acquisitions completed during previous years. For the three months ended September 30, 2003, we made capital expenditures of $1.4 million compared to $1.1 million for the three months ended September 30, 2002. We currently expect that our capital expenditures will aggregate approximately $7.0 million during fiscal 2004 for remodeling and relocation of certain existing stores and for opening new stores. The actual amount of capital expenditures for the year will depend in part upon the number of new stores acquired or opened and the number of stores remodeled.

        Net cash provided by (used in) financing activities was $15.6 million in fiscal 2001, $9.4 million in fiscal 2002 and $(11.3) million in fiscal 2003. The decline during fiscal 2003 was primarily the result of a decrease in borrowings under our revolving credit facilities from $78.9 million as of June 30, 2002 to $61.7 million as of June 30, 2003. Net cash provided by (used in) financing activities was $(14.2) million for the three months ended September 30, 2003, compared to $(4.9) million for the three months ended September 30, 2002. The decline in the three months ended September 30, 2003 was primarily the result of a decrease in borrowings under our revolving credit facilities.

        Revolving Credit Facilities.    As of September 30, 2003, we had three revolving credit facilities: our prior credit facility, a Canadian overdraft facility and a United Kingdom overdraft facility.

Prior Credit Facility.    Our borrowing capacity under our prior credit facility was limited to the total commitment less letters of credit totaling $9.0 million issued by Wells Fargo Bank, which guaranteed the performance of certain of our contractual obligations. At September 30, 2003, the total commitment was $70.5 million and our borrowing capacity was $61.5 million. Borrowings under the prior credit facility as of September 30, 2003 were $47.8 million. All borrowings under the prior credit facility were repaid in full with a portion of the proceeds of the offering of the old notes.

        Concurrently with the offering of the old notes, we entered into a replacement credit facility, which consists of a $55.0 million senior secured reducing revolving credit facility. The commitment

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will be reduced by $750,000 commencing January 2, 2004 and on the first business day of each calendar quarter thereafter, and is subject to additional reductions based on excess cash flow up to a maximum reduction, including quarterly reductions, of $15,000,000. The commitment may be subject to further reductions in the event we engage in certain issuances of securities or asset dispositions. Under the replacement credit facility, up to $20.0 million may be used in connection with letters of credit.

Canadian Overdraft Facility.    We have a Canadian overdraft facility to fund peak working capital needs for our Canadian operations. The Canadian overdraft facility provides for a commitment of up to approximately $4.8 million, of which there was no outstanding balance as of September 30, 2003. Amounts outstanding under the Canadian overdraft facility bear interest at a rate of Canadian prime plus 0.50% and are secured by the pledge of a cash collateral account of an equivalent balance.

United Kingdom Overdraft Facility.    For our U.K. operations, we have a United Kingdom overdraft facility which provides for a commitment of up to approximately $6.2 million, of which $173,000 was outstanding on September 30, 2003. Amounts outstanding under the United Kingdom overdraft facility bear interest at a rate of the bank base rate plus 1.00%. The United Kingdom overdraft facility is secured by a $6.0 million letter of credit issued by Wells Fargo Bank under our prior credit facility which remains outstanding under our replacement credit facility.

        Long-term Debt.    As of September 30, 2003, long-term debt consisted of our senior notes maturing on November 15, 2006, and our senior subordinated notes maturing on December 31, 2006. The senior notes and the senior subordinated notes were repaid in full with a portion of the proceeds of the offering of the old notes.

        Operating Leases.    Operating leases are scheduled payments on existing store and other administrative leases. These leases typically have initial terms of 5 years and may contain provisions for renewal options, additional rental charges based on revenue and payment of real estate taxes and common area charges.

        Other Collateralized Borrowings.    On November 15, 2002, we entered into an agreement with a third party to sell, without recourse subject to certain obligations, a participation interest in a portion of the short-term consumer loans originated by us in the United Kingdom. Pursuant to the agreement, we will retain servicing responsibilities and earn servicing fees, which are subject to reduction if the related loans are not collected. At September 30, 2003, we had $8.0 million of loans receivable pledged under this agreement.

        We entered into the commitments described above and other contractual obligations in the normal course of business as a source of funds for asset growth and asset/liability management and to meet

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required capital needs. Our principal future obligations and commitments as of September 30, 2003, excluding periodic interest payments, included the following:

		Payments Due by Period (in thousands)
		Total		Less than 1 Year		1 - 3 Years		4 - 5 Years		After 5 Years
Old revolving credit facility(1)		$	47,775	$	47,775	$	—	$	—	$	—
United Kingdom overdraft facility			173		173		—		—		—
Long-term debt
	Senior notes(1)		109,190		—		—		109,190		—
	Senior subordinated notes(1)		20,000		—		—		20,000		—
Operating leases			46,314		15,060		18,169		8,027		5,058
Other collateralized borrowings			8,000		8,000		—		—		—
Other			66		66		—		—		—
Total contractual cash obligations		$	231,518	$	71,074	$	18,169	$	137,217	$	5,058

(1)

We used portions of the proceeds of the offering of the old notes to repay these items.

        We are highly leveraged, and borrowings under the credit facilities will increase our debt service requirements. We believe that, based on current levels of operations and anticipated improvements in operating results, cash flows from operations and borrowings available under our credit facilities will allow us to fund our liquidity and capital expenditure requirements for the foreseeable future, including payment of interest and principal on our indebtedness. This belief is based upon our historical growth rate and the anticipated benefits we expect from operating efficiencies. We expect additional revenue growth to be generated by increased check cashing revenues, growth in the consumer lending business, the maturity of recently opened stores and the continued expansion of new stores. We also expect operating expenses to increase, although the rate of increase is expected to be less than the rate of revenue growth. Furthermore, we do not believe that additional acquisitions or expansion are necessary to cover our fixed expenses, including debt service. However, we cannot assure you that we will generate sufficient cash flow from operations or that future borrowings will be available under our credit facilities in an amount sufficient to meet our debt service requirements or to make anticipated capital expenditures. We may need to refinance all or a portion of our indebtedness on or prior to maturity, under certain circumstances, and we cannot assure you that we will be able to effect such refinancing on commercially reasonable terms or at all.

Impact of New Accounting Pronouncements

        Effective July 1, 2003, we adopted the Financial Accounting Standards Board, or FASB, Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." This Interpretation elaborates on the disclosures required by guarantors in their interim and annual financial statements. It also requires a guarantor to recognize a liability at the date of inception for the fair value of the obligation it assumes under the guarantee. The disclosure requirements were effective for periods ending after December 15, 2002. The initial recognition and measurement provisions apply on a prospective basis to guarantees issued or modified after December 31, 2002. The guarantees of the new notes by our parent company and our existing and future domestic subsidiaries are not expected to have a material impact on our consolidated financial position, consolidated results of operations or liquidity.

        In January 2003, FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities." This Interpretation provides guidance on how to identify a variable interest entity and determine when the assets, liabilities, noncontrolling interests and results of operations of a variable interest entity need to be included in a company's consolidated financial statements. A company that holds a variable interest in an entity will need to consolidate that entity if the company's interest in the variable interest

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entity is such that it will absorb a majority of the variable interest entity's expected losses and /or receive a majority of the entity's expected residual returns, if they occur. The new accounting provisions of this Interpretation became effective upon issuance for all new variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. We have not entered into any new transactions involving variable interest entities on or after February 1, 2003. This pronouncement also must be applied effective July 1, 2003 to existing variable interest entities acquired by us prior to February 1, 2003. The impact of this pronouncement is not expected to have a material effect on our financial position or results of operation.

Impact of Inflation

        We do not believe that inflation has a material impact on our earnings from operations.

Seasonality

        Our business is seasonal due to the impact of several tax-related services, including cashing tax refund checks, making electronic tax filings and processing applications for refund anticipation loans. Historically, we have generally experienced our highest revenues and earnings during our third fiscal quarter ending March 31, when revenues from these tax-related services peak. Due to the seasonality of our business, results of operations for any fiscal quarter are not necessarily indicative of the results of operations that may be achieved for the full fiscal year. In addition, quarterly results of operations depend significantly upon the timing and amount of revenues and expenses associated with the addition of new stores.

Quantitative and Qualitative Disclosures About Market Risk

Generally

        In the operations of our subsidiaries and the reporting of our consolidated financial results, we are affected by changes in interest rates and currency exchange rates. The principal risks of loss arising from adverse changes in market rates and prices to which we and our subsidiaries are exposed relate to:

•

interest rates on debt; and



•

foreign exchange rates generating translation gains and losses.

        We and our subsidiaries have no market risk sensitive instruments entered into for trading purposes, as defined by GAAP. Information contained in this section relates only to instruments entered into for purposes other than trading.

Interest Rates

        Our outstanding indebtedness, and related interest rate risk, is managed centrally by our finance department by implementing the financing strategies approved by our board of directors. Our debt consists of fixed-rate senior notes and senior subordinated notes. Our revolving credit facilities carry variable rates of interest. As most of our average outstanding indebtedness carries a fixed rate of interest, a change in interest rates is not expected to have a significant impact on our consolidated financial position, results of operations or cash flows.

Foreign Exchange Rates

        Operations in the United Kingdom and Canada have exposed us to shifts in currency valuations. From time to time we may elect to purchase put options in order to protect earnings in the United Kingdom and Canada against foreign exchange fluctuations. Out of the money put options may be

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purchased because they cost less than completely averting the risk, and the maximum downside is limited to the difference between the strike price and exchange rate at the date of purchase and the price of the contracts. We did not purchase options of this kind during fiscal 2003. At September 30, 2003 we held put options with an aggregate notional value of £3.0 million to protect the currency exposure in the United Kingdom throughout the remainder of the calendar year. We also held put options with an aggregate notional value of $(CAD)36.0 million to protect the currency exposure in Canada throughout the remainder of the fiscal year. All put options for the quarter ended September 30, 2003 expired out of the money. There was no such hedging activity for the same period in fiscal 2003.

        Canadian operations account for approximately 166.6% of our fiscal 2003 consolidated pre-tax earnings, and U.K. operations account for approximately 52.9% of our fiscal 2003 consolidated pre-tax earnings. Canadian operations accounted for approximately 105.5% of consolidated pre-tax earnings for the three months ended September 30, 2003, and U.K. operations accounted for approximately 38.7% of consolidated pre-tax earnings for the three months ended September 30, 2003. Canadian operations accounted for approximately 360.9% of consolidated pre-tax earnings for the three months ended September 30, 2002, and U.K. operations accounted for approximately 63.6% of consolidated pre-tax earnings for the three months ended September 30, 2002. As currency exchange rates change, translation of the financial results of the Canadian and U.K. operations into U.S. dollars will be impacted. Changes in exchange rates have resulted in cumulative translation adjustments increasing our net assets by $8.1 million. Our U.K. subsidiary has $8.0 million of collateralized borrowings denominated in U.S. dollars that are subject to foreign currency transaction gains and losses. These gains and losses are included in corporate expenses.

        We estimate that a 10.0% change in foreign exchange rates by itself would have impacted reported pre-tax earnings from continuing operations by approximately $3.4 million for fiscal 2003 and $2.3 million for 2002. This impact represents nearly 21.9% of our consolidated pre-tax earnings for fiscal 2003 and 14.0% of our consolidated pre-tax earnings for fiscal 2002.

        We estimate that a 10.0% change in foreign exchange rates by itself would have impacted reported pre-tax earnings from continuing operations by approximately $783,000 for the three months ended September 30, 2003 and $1.2 million for the three months ended September 30, 2002. This impact represents nearly 14.4% of our consolidated pre-tax earnings for the three months ended September 30, 2003 and 42.5% of our consolidated pre-tax earnings for the three months ended September 30, 2002.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DFG HOLDINGS, INC.

The following is a discussion and analysis of the financial condition and results of operations for Dollar Financial Group, Inc.'s parent company, DFG Holdings, Inc., for the fiscal quarters ended September 30, 2002 and 2003 and fiscal 2001, 2002 and 2003. References in this section to "we," "our," "ours," or "us" are to DFG Holdings Inc. and its wholly owned subsidiaries, except as the context otherwise requires. This section should be read together with our audited and unaudited consolidated financial statements and related notes included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategies for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in, or implied by, the forward-looking statements contained in this prospectus. For a discussion and analysis of the financial condition and results of operations of Dollar Financial Group, Inc., see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Dollar Financial Group, Inc."

Overview

        DFG Holdings, Inc. is the parent company of Dollar Financial Group, Inc. and its wholly owned subsidiaries. We have historically derived our revenues primarily from providing check cashing services, consumer lending and other consumer financial products and services, including money orders, money transfers and bill payment. For our check cashing services, we charge our customers fees that are usually equal to a percentage of the amount of the check being cashed and are deducted from the cash provided to the customer. For our consumer loans, we receive origination and servicing fees from the banks providing the loans or, if we fund the loans directly, interest on the loans.

        Our expenses primarily relate to the operations of our store network, including salaries and benefits for our employees, occupancy expense for our leased real estate, depreciation of our assets and corporate and other expenses, including costs related to opening and closing stores. During fiscal 2003, we took actions to reduce costs and make our operations more efficient, including centralizing and consolidating our store support functions for our North American operations. We expect that these actions will result in annual savings of approximately $5.0 million.

        In each foreign country in which we operate, local currency is used for both revenue and expenses. Therefore, we record the impact of foreign currency exchange rate fluctuations related to our foreign net income.

Discussion of Critical Accounting Policies

        In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of our results of operations and financial condition in the preparation of our financial statements in conformity with GAAP. We evaluate these estimates on an ongoing basis, including those related to revenue recognition, loss reserves and intangible assets. We base these estimates on the information currently available to us and on various other assumptions that we believe are reasonable under the circumstances. Actual results could vary from these estimates under different assumptions or conditions.

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        We believe that the following critical accounting policies affect the more significant estimates and assumptions used in the preparation of our financial statements:

Revenue Recognition

        Generally, we recognize revenue when services for the customer have been provided which, in the case of check cashing and other retail products, is at the time of sale. For our unsecured short-term loan service, all revenues are recognized ratably over the life of the loan, offset by net write-offs.

Consumer Loan Loss Reserves and Check Cashing Returned Item Policy

        We maintain a loan loss reserve for anticipated losses for loans we make directly as well as for fee adjustments for losses on loans we originate and service for others. To estimate the appropriate level of loan loss reserves, we consider the amount of outstanding loans owed to us, as well as loans owed to banks and serviced by us, historical loans charged off, current collection patterns and current economic trends. As these conditions change, we may need to make additional allowances in future periods.

        A loss on consumer loans is charged against revenues during the period in which the loss occurred. A recovery is credited to revenues during the period in which the recovery is made. These net losses and changes in the loan loss reserve are charged to revenues in the consolidated statements of operations.

        We charge operating expense for losses on returned checks during the period in which such checks are returned. Recoveries on returned checks are credited to operating expense during the period in which recovery is made. These net losses are charged to other store and regional expenses in the consolidated statements of operations.

Goodwill

        We have significant goodwill on our balance sheet. The testing of goodwill for impairment under established accounting guidelines also requires significant use of judgment and assumptions. In accordance with accounting guidelines, we determine the fair value of our goodwill using multiples of earnings of other companies. Goodwill is tested and reviewed for impairment on an ongoing basis under established accounting guidelines. However, changes in business conditions may require future adjustments to asset valuations.

Income Taxes

        As part of the process of preparing our consolidated financial statements we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating the actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the consolidated balance sheet. An assessment is then made of the likelihood that the deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery is not likely, we must establish a valuation allowance.

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Results of Operations

        The following table sets forth our results of operations as a percentage of revenues for the following periods:

		Year ended June 30,						Three months ended September 30,
		2001		2002		2003		2002		2003
								(unaudited)
Statement of Operations Data:
Revenues:
	Revenues from check cashing	54.1	%	51.9	%	49.4	%	50.2	%	49.3	%
	Revenues from consumer lending, net	29.9		34.6		37.2		36.0		37.5
	Other revenues	16.0		13.5		13.4		13.8		13.2
Total revenues		100.0		100.0		100.0		100.0		100.0
Store and regional expenses:
	Salaries and benefits	29.4		32.3		31.8		32.6		32.9
	Occupancy	8.6		9.0		8.6		9.1		8.6
	Depreciation	3.0		3.2		2.7		3.1		2.5
	Other	23.2		22.9		21.8		24.4		22.8
Total store and regional expenses		64.2		67.4		64.9		69.2		66.8
Establishment of reserves for new consumer lending arrangements		—		1.1		—		—		—
Corporate expenses		11.5		12.1		14.2		13.8		12.7
Management fee		0.4		0.5		0.5		0.5		0.4
Loss on store closings and sales and other restructuring		0.5		0.8		1.8		0.9		0.1
Goodwill amortization		2.4		—		—		—		—
Other depreciation and amortization		1.0		1.3		1.5		1.6		1.7
Interest expense, net of interest income		16.0		15.5		15.7		15.8		16.1
Establishment of reserve for legal matter		—		—		1.3		—		—
Income (loss) before income taxes		4.0		1.3		0.1		-1.8		2.2
Income tax provision		4.7		3.0		4.1		4.3		6.8
Net loss		(0.7	)%	(1.7	)%	(3.9	)%	(6.1	)%	(4.6	)%

Quarter Ended September 30, 2003 Compared to the Quarter Ended September 30, 2002

        Revenues.    Total revenues were $57.0 million for the three months ended September 30, 2003, compared to $52.7 million for the three months ended September 30, 2002, an increase of $4.3 million or 8.2%. Comparable retail store, franchised store and document transmitter sales for the entire period increased $4.6 million or 8.9%. New store openings accounted for an increase of $721,000, which was partially offset by a decrease of $952,000 in revenues from closed stores.

        The increase in total revenues resulted primarily from a $2.5 million, or 13.0% increase in consumer lending revenues and a $1.7 million, or 6.3% increase in check cashing revenues. A 31% increase in loans originated in our Canadian locations accounted for approximately $1.3 million of the increase in consumer lending revenues. The balance of the increase was primarily related to lower U.S. net write-offs of company funded originations, partially offset by lower company funded domestic loan revenues. The increase in check cashing fees is primarily related to our Canadian locations as a result of an increase in the face amount of checks cashed.

        Store and Regional Expenses.    Store and regional expenses were $38.1 million for the three months ended September 30, 2003, compared to $36.4 million for the three months ended September 30, 2002, an increase of $1.7 million or 4.5%. New store openings accounted for an increase of $500,000 while

40

closed stores accounted for a decrease of $900,000. Comparable retail store and franchised store expenses for the entire period increased $2.0 million. For the three months ended September 30, 2003, total store and regional expenses decreased to 66.8% of total revenue, compared to 69.2% of total revenue for the three months ended September 30, 2002.

        As a percent of revenues, other store and regional expenses were 22.8% for the three months ended September 30, 2003, compared to 24.4% for the three months ended September 30, 2002, a decrease of 1.6%. A decrease in direct costs associated with short-term consumer loans we service through our direct-to-customer operation accounted for 1.0% of the decline. In addition, a continued decline in net security losses accounted for 0.3% of the decrease.

        Corporate Expenses.    Corporate expenses were $7.2 million for each of the three month periods ended September 30, 2003 and September 30, 2002. For the three months ended September 30, 2003, corporate expenses decreased to 12.7% of total revenue, compared to 13.8% of total revenue for the three months ended September 30, 2002. The decline reflects the first full quarter of cost reductions related to the recent rationalization of our store support functions for our North American operations.

        Management Fees.    Management fees were $250,000 for the three months ended September 30, 2003, compared to $261,000 for the three months ended September 30, 2002, an $11,000 decrease. Under an amended and restated management services agreement among Leonard Green & Partners, L.P., Dollar Financial Group, Inc. and us, we have agreed to pay Leonard Green & Partners, L.P. an annual management fee equal to $1.0 million, reasonable and customary fees for financial advisory and investment banking services in connection with major financial transactions that we may undertake in the future and reimbursement of any out-of-pocket expenses incurred.

        Loss on Store Closings and Sales.    Loss on store closings and sales was $60,000 for the three months ended September 30, 2003, compared to $488,000 for the three months ended September 30, 2002. These costs consist primarily of lease obligations and leasehold improvement write-offs.

        Interest Expense.    Interest expense was $9.2 million for the three months ended September 30, 2003, compared to $8.4 million for the three months ended September 30, 2002, an increase of $825,000 or 9.8%. This increase is primarily attributable to the increase in the accretion of interest expense from our 13% senior discount notes, an increase in the average borrowing rates of our revolving credit facilities as a result of a November 2002 amendment to our prior credit facility and the impact of the higher effective interest rate on our collateralized borrowings.

        Income Tax Provision.    The provision for income taxes was $3.8 million for the three months ended September 30, 2003, compared to $2.2 million for the three months ended September 30, 2002, an increase of $1.6 million. Our effective tax rate differs from the federal statutory rate of 35% due to state taxes, foreign taxes, disallowed high yield debt interest, and U.S. taxes on foreign earnings, primarily resulting from the guarantees on our prior credit facility and senior notes by our foreign subsidiaries. As a result of the refinancing, we expect to eliminate substantially all of the U.S. tax on our foreign earnings. The amount of such tax was $1.5 million for the three months ended September 30, 2003 and $1.2 million for the three months ended September 30, 2002.

Year Ended June 30, 2003 Compared to the Year Ended June 30, 2002

        Revenues.    Total revenues were $219.4 million for fiscal 2003, compared to $202.0 million for fiscal 2002, an increase of $17.4 million, or 8.6%. Comparable retail store, franchised store and document transmitter revenues increased $15.8 million, or 8.1%, which is primarily attributable to our foreign operations as those markets continue to mature as well as the impact of favorable foreign currency rates in fiscal 2003. New store openings accounted for an increase of $4.5 million, which was partially offset by a decline of $2.9 million in revenues from closed stores.

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        The increase in total revenues resulted primarily from an increase of $11.7 million, or 16.8%, in consumer lending revenues. The increase in consumer lending revenues was primarily a result of a $7.8 million, or 34.2%, increase in revenues in Canada resulting from higher lending volumes and increased finance charges, and an increase of $3.9 million, or 8.3%, in domestic revenues primarily resulting from a decrease in credit losses (which are netted against revenues). In addition to the increase in consumer lending revenues, our check cashing revenues increased by $3.6 million, or 3.5%. Foreign check cashing revenues accounted for $8.1 million of this increase offset by a $4.5 million decline in domestic check cashing revenues due to an overall decline in service sector employment. The balance of the increase in total revenues, $2.1 million, relates to other ancillary products, primarily revenues from money transfer fees.

        Store and Regional Expenses.    Store and regional expenses were $142.3 million for fiscal 2003, compared to $136.1 million for fiscal 2002, an increase of $6.2 million, or 4.5%. The effect of the new store openings in fiscal 2003 accounted for an increase of $1.5 million. Also, store and regional expenses increased $4.0 million due to increased salaries and benefits attributable to our foreign subsidiaries, commensurate with the growth in those operations. Total store and regional expenses as a percentage of revenues decreased from 67.4% in fiscal 2002 to 64.9% in fiscal 2003. Store and regional expenses as a percentage of revenues of our foreign subsidiaries were 55.7% for fiscal 2002 and 52.5% for fiscal 2003.

Salaries and Benefits Expense.    Salaries and benefits expense was $69.8 million for fiscal 2003, compared to $65.3 million for fiscal 2002, an increase of $4.5 million, or 6.9%. New store openings accounted for $600,000 of the increase. Our foreign subsidiaries accounted for an increase of $4.0 million in salaries and benefits. Salaries and benefits expense as a percentage of revenues decreased from 32.3% for fiscal 2002 to 31.8% for fiscal 2003.

Occupancy Expense.    Occupancy expense was $18.9 million for fiscal 2003, compared to $18.1 million for fiscal 2002, an increase of $800,000, or 4.3%. New store openings accounted for $300,000 of the increase. Occupancy expense as a percentage of revenues decreased from 9.0% for fiscal 2002 to 8.6% for fiscal 2003.

Depreciation Expense.    Depreciation expense was $5.9 million for fiscal 2003, compared to $6.5 million for fiscal 2002, a decrease of $600,000, or 10.2%. Depreciation expense as a percentage of revenues decreased from 3.2% for fiscal 2002 to 2.7% for fiscal 2003.

Other.    Other store and regional expenses were $47.8 million for fiscal 2003, compared to $46.2 million for fiscal 2002, an increase of $1.6 million, or 3.3%. New store openings accounted for an increase in other store and regional expenses of $600,000. The closing of stores during the fiscal year partially offset these increases. Other store and regional expenses consist of bank charges, armored security costs, net returned third party checks, cash shortages, cost of goods sold, advertising and other costs incurred by the stores.

        Establishment of Reserves for New Consumer Lending Arrangements.    During fiscal 2002 we ceased servicing loans for Eagle National Bank, entered into a new servicing arrangement with County Bank and increased the number of company-funded loans we originated. In connection with these new consumer lending arrangements, we established a reserve of $2.2 million.

        Corporate Expenses.    Corporate expenses were $31.2 million for fiscal 2003, compared to $24.5 million for fiscal 2002, an increase of $6.7 million, or 27.4%. The increase was due to costs associated with the implementation of enhanced transaction processing systems, the establishment of new business development strategies, professional fees associated with our new banking relationships with First Bank and County Bank and increased salaries and benefits associated with the growth of foreign operations. During the fourth quarter of fiscal 2003, we transferred certain operational support functions to our Canadian headquarters from our U.S. headquarters to complete a process of rationalizing our North American corporate office functions that had begun in October 2002. We

42

believe the restructuring efforts undertaken in fiscal 2003 will result in an annual savings of approximately $5.0 million. Corporate expenses as a percentage of revenues increased from 12.1% for fiscal 2002 to 14.2% for fiscal 2003. We expect corporate expenses as a percentage of revenues to decline in fiscal 2004.

        Management Fees.    Management fees were $1.0 million for the fiscal years ended June 30, 2003 and 2002. Under an amended and restated management services agreement among Leonard Green & Partners, L.P., Dollar Financial Group, Inc. and us, we have agreed to pay Leonard Green & Partners, L.P. an annual management fee equal to $1.0 million, reasonable and customary fees for financial advisory and investment banking services in connection with major financial transactions that we may undertake in the future and reimbursement of any out-of-pocket expenses incurred.

        Loss on Store Closings and Sales and Other Restructuring.    Loss on store closings and sales and other restructuring was $4.0 million for fiscal 2003, compared to $1.4 million for fiscal 2002. For fiscal 2003, we provided $1.6 million for the closure costs associated with the shutdown of 27 stores. These costs consist primarily of lease obligations and leasehold improvement write-offs. In addition, we provided $1.7 million, consisting primarily of severance and retention bonus costs, for the consolidation and relocation of certain non-operating functions. We anticipate that loss on store closings and sales and other restructuring will decline significantly in 2004.

        Other Depreciation and Amortization.    Other depreciation and amortization expenses were $3.3 million for fiscal 2003, compared to $2.7 million for fiscal 2002, an increase of $600,000, or 22.6%. This increase is attributable to additional investments in technology and the expansion of our Canadian corporate office as a result of the relocation of certain operational support functions to Canada from the U.S. headquarters. Other depreciation and amortization as a percentage of revenues increased from 1.3% for fiscal 2002 to 1.5% for fiscal 2003.

        Interest Expense.    Interest expense was $34.6 million for fiscal 2003, compared to $31.3 million for fiscal 2002, an increase of $3.3 million, or 10.5%. This increase is primarily attributable to the increase in the accretion of interest expense from our 13% senior discount notes, an increase in the average borrowing rates of our revolving credit facilities as a result of a November 2002 amendment to our credit facility and the impact of the higher effective interest rate on our collateralized borrowings.

        Establishment of Reserve for Legal Matter.    We accrued $2.8 million during fiscal 2003 related to a legal matter described in "Business—Legal Proceedings."

        Income Tax Provision.    The provision for income taxes was $8.7 million in fiscal 2003 and $6.0 million in fiscal 2002. Our effective tax rate differs from the federal statutory rate of 35% due to state taxes, foreign taxes, disallowed high yield debt interest and U.S. taxes on foreign earnings, primarily resulting from the guarantees on our prior credit facility and senior notes by our foreign subsidiaries. As a result of the refinancing, we expect to eliminate substantially all of the U.S. tax on our foreign earnings. The amount of such tax was $5.2 million for fiscal 2003 and $2.4 million for fiscal 2002.

Year Ended June 30, 2002 Compared to the Year Ended June 30, 2001

        Revenues.    Total revenues were $202.0 million for fiscal 2002, compared to $195.5 million for fiscal 2001, an increase of $6.5 million, or 3.3%. Comparable retail store, franchised store and document transmitter revenues increased $2.4 million, or 1.3%. The entities acquired during fiscal 2001 and new store openings accounted for an increase of $10.0 million. The increase in total revenues resulted from an $11.4 million, or 19.5%, increase in consumer lending revenues. The increase in consumer lending revenues was primarily a result of a $7.9 million, or 53%, increase in foreign lending operations, principally due to volume growth in Canada and the introduction of consumer loan products into our acquired stores in the United Kingdom, and a $2.2 million, or 58.7%, revenue increase in our

43

direct-to-consumer lending business. The balance of the increase in consumer lending revenues, $1.3 million, is attributable to other domestic lending operations. Partially offsetting this increase, however, was a decline in revenues of $3.1 million from closed stores and a decline in revenues of $2.8 million from the termination of the State of New York government contract, both occurring during fiscal 2001.

        Store and Regional Expenses.    Store and regional expenses were $136.1 million for fiscal 2002, compared to $125.5 million for fiscal 2001, an increase of $10.6 million, or 8.4%. The effect of the acquisitions in fiscal 2001 resulted in an increase in store and regional expenses of $1.0 million and new store openings accounted for an increase of $6.0 million. Also, store and regional expenses increased $1.3 million due to salaries and benefits attributable to foreign subsidiaries, commensurate with the growth in those operations. In addition, $600,000 of the increase in store and regional expenses resulted from an increase in salaries and benefits due to the continued growth of our direct-to-consumer lending business and $1.9 million of the increase in store and regional expenses resulted from the costs of the further development of our centralized collection division in fiscal 2002. Store and regional expenses as a percentage of revenues increased from 64.2% in fiscal 2001 to 67.4% in fiscal 2002. Store and regional expenses as a percentage of revenues from our foreign subsidiaries were 57.5% for fiscal 2001 and 55.7% for fiscal 2002.

Salaries and Benefits Expense.    Salaries and benefits expense was $65.3 million for fiscal 2002, compared to $57.5 million for fiscal 2001, an increase of $7.8 million, or 13.6%. Acquisitions accounted for an increase in salaries and benefits of $500,000 and new store openings accounted for $2.8 million. Our foreign subsidiaries accounted for an increase of $1.3 million in salaries and benefits. In addition, our direct-to-consumer lending business and centralized collection divisions accounted for an increase of $2.5 million due to increased growth. Salaries and benefits expense as a percentage of revenues increased from 29.4% for fiscal 2001 to 32.3% for fiscal 2002.

Occupancy Expense.    Occupancy expense was $18.1 million for fiscal 2002, compared to $16.9 million for fiscal 2001, an increase of $1.2 million, or 7.1%. New store openings and acquisitions accounted for the increase. Occupancy expense as a percentage of revenues increased from 8.6% for fiscal 2001 to 9.0% for fiscal 2002.

Depreciation Expense.    Depreciation expense was $6.5 million for fiscal 2002, compared to $5.8 million for fiscal 2001, an increase of $700,000, or 12.1%. New store openings and acquisitions accounted for an increase of $600,000. Depreciation expense as a percentage of revenues increased to 3.2% for fiscal 2002 from 3.0% for fiscal 2001.

Other.    Other store and regional expenses were $46.2 million for fiscal 2002, compared to $45.3 million for fiscal 2001, an increase of $900,000, or 2.0%. New store openings and acquisitions accounted for an increase in other store and regional expenses of $1.8 million. In addition, costs associated with our direct-to-consumer lending business and centralized collection divisions increased during fiscal 2002 due to the growth in that business. Stores closed during fiscal 2002 partially offset these increases.

        Establishment of Reserves for New Consumer Lending Arrangements.    During fiscal 2002 we ceased servicing loans for Eagle National Bank, entered into a new servicing arrangement with County Bank and increased the number of company-funded loans we originated. In connection with these new consumer lending arrangements, we established a reserve of $2.2 million.

        Corporate Expenses.    Corporate expenses were $24.5 million for fiscal 2002, compared to $22.5 million for fiscal 2001, an increase of $2.0 million, or 8.9%. This increase resulted from additional salaries and benefits associated with the growth of the foreign operations during fiscal 2002. Corporate expenses as a percentage of revenues increased to 12.1% for fiscal 2002 from 11.5% for fiscal 2001.

44

        Management Fees.    Management fees were $1.0 million for the fiscal year ended June 30, 2002 and $864,000 for the fiscal year ended 2001 an increase of $136,000. The increase was related to an amendment to the management services agreement.

        Loss on Store Closings and Sales.    During fiscal 2002, we closed 16 stores. Loss on store closings and sales was $1.2 million for fiscal 2002, compared to $900,000 for fiscal 2001.

        Other Depreciation and Amortization.    Other depreciation and amortization expenses were $2.7 million for fiscal 2002, compared to $2.0 million for fiscal 2001, an increase of $700,000, or 35%. This increase is attributable to additional capital expenditures made by the corporate office during fiscal 2002. Other depreciation and amortization as a percentage of revenues increased from 1.0% for fiscal 2001 to 1.3% for fiscal 2002.

        Interest Expense.    Interest expense was $31.3 million for fiscal years ended June 30, 2002 and 2001.

        Income Tax Provision.    The provision for income taxes was $6.0 million in 2002 and $9.2 million in 2001. Our effective tax rate differs from the federal statutory rate of 35% due to state taxes, foreign taxes, disallowed high yield debt interest, and U.S. taxes on foreign earnings and, for fiscal 2001, nondeductible goodwill amortization resulting from the management buyout of our company on June 30, 1994 and several subsequent acquisitions.

Liquidity and Capital Resources

        Our principal sources of cash are from operations and borrowings under our credit facilities. We anticipate that our primary uses of cash will be to provide working capital, finance capital expenditures, meet debt service requirements, fund company-originated short-term consumer loans and finance store expansion.

        Net cash provided by operating activities was $15.6 million in fiscal 2001, $13.4 million in fiscal 2002 and $3.3 million in fiscal 2003. The decline in net cash provided by operating activities is primarily a result of increased working capital requirements related to the timing of settlements associated with the consumer lending program. Our prior relationship with Eagle National Bank provided for daily settlement of amounts owed to us from consumer loan activity; our relationship with County Bank provides for monthly settlement and our relationship with First Bank provides for semi-monthly settlement. Net cash provided by operating activities was $6.4 million for the three months ended September 30, 2003, compared to a usage of $3.0 million for the three months ended September 30, 2002. The increase in net cash provided by operations was primarily the result of increases in loans and other receivables due to the timing of settlement payments related to our consumer lending product and a decline in company funded unsecured short-term loans in the first quarter of fiscal 2004.

        Net cash used in investing activities was $32.4 million in fiscal 2001, $10.1 million in fiscal 2002 and $10.7 million in fiscal 2003. Our investing activities primarily relate to purchases of property and equipment for our stores, investments in technology and acquisitions. During fiscal 2003, $3.0 million of this amount was attributable to earn-out payments on acquisitions completed during previous years. For the three months ended September 30, 2003, we made capital expenditures of $1.4 million, compared to $1.1 million for the three months ended September 30, 2002. We currently expect that our capital expenditures will aggregate approximately $7.0 million during fiscal 2004 for remodeling and relocation of certain existing stores and for opening new stores. The actual amount of capital expenditures for the year will depend in part upon the number of new stores acquired or opened and the number of stores remodeled.

        Net cash provided by (used in) financing activities was $16.4 million in fiscal 2001, $10.4 million in fiscal 2002 and $(10.3) million in fiscal 2003. The decline during fiscal 2003 was primarily the result of a decrease in borrowings under our revolving credit facilities from $78.9 million as of June 30, 2002 to $61.7 million as of June 30, 2003. Net cash provided by (used in) financing activities was $(14.0) million

45

for the three months ended September 30, 2003, compared to $(4.6) million for the three months ended September 30, 2002. The decline in the three months ended September 30, 2003 was primarily the result of a decrease in borrowings under our revolving credit facilities.

        Revolving Credit Facilities.    As of September 30, 2003, we had three revolving credit facilities: our prior credit facility, a Canadian overdraft facility and a United Kingdom overdraft facility.

Prior Credit Facility.    Our borrowing capacity under our prior credit facility was limited to the total commitment less letters of credit totaling $9.0 million issued by Wells Fargo Bank, which guaranteed the performance of certain of our contractual obligations. At September 30, 2003, the total commitment was $70.5 million and our borrowing capacity was $61.5 million. Borrowings under the prior credit facility as of September 30, 2003 were $47.8 million. All borrowings under the prior credit facility were repaid in full with a portion of the proceeds of the offering of Dollar Financial Group, Inc.'s old notes.

        Concurrently with the offering of Dollar Financial Group, Inc.'s old notes, we entered into a replacement credit facility, which consists of a $55.0 million senior secured reducing revolving credit facility. The commitment will be reduced by $750,000 commencing January 2, 2004 and on the first business day of each calendar quarter thereafter, and is subject to additional reductions based on excess cash flow up to a maximum reduction, including quarterly reductions, of $15,000,000. The commitment may be subject to further reductions in the event we engage in certain issuances of securities or asset dispositions. Under the replacement credit facility, up to $20.0 million may be used in connection with letters of credit.

Canadian Overdraft Facility.    We have a Canadian overdraft facility to fund peak working capital needs for our Canadian operations. The Canadian overdraft facility provides for a commitment of up to approximately $4.8 million, of which there was no outstanding balance as of September 30, 2003. Amounts outstanding under the Canadian overdraft facility bear interest at a rate of Canadian prime plus 0.50% and are secured by the pledge of a cash collateral account of an equivalent balance.

United Kingdom Overdraft Facility.    For our U.K. operations, we have a United Kingdom overdraft facility which provides for a commitment of up to approximately $6.2 million, of which $173,000 was outstanding on September 30, 2003. Amounts outstanding under the United Kingdom overdraft facility bear interest at a rate of the bank base rate plus 1.00%. The United Kingdom overdraft facility is secured by a $6.0 million letter of credit issued by Wells Fargo Bank under our prior credit facility which remains outstanding under our replacement credit facility.

        Long-term Debt.    As of September 30, 2003, long-term debt consisted of Dollar Financial Group, Inc.'s senior notes maturing on November 15, 2006, Dollar Financial Group, Inc.'s senior subordinated notes maturing on December 31, 2006 and our senior discount notes due 2006. The senior notes and the senior subordinated notes were repaid in full and $20 million of the senior discount notes were redeemed with a portion of the proceeds of the offering of Dollar Financial Group, Inc.'s old notes. In addition, $49.4 million, or 50% of the accreted value, of the senior discount notes were exchanged for 16% senior notes due 2012 and $49.4 million, or 50% of the accreted value, of the senior discount notes were exchanged for 13.95% senior subordinated notes due 2012.

        Operating Leases.    Operating leases are scheduled payments on existing store and other administrative leases. These leases typically have initial terms of 5 years and may contain provisions for renewal options, additional rental charges based on revenue and payment of real estate taxes and common area charges.

46

        Other Collateralized Borrowings.    On November 15, 2002, we entered into an agreement with a third party to sell, without recourse subject to certain obligations, a participation interest in a portion of the short-term consumer loans originated by us in the United Kingdom. Pursuant to the agreement, we will retain servicing responsibilities and earn servicing fees, which are subject to reduction if the related loans are not collected. At September 30, 2003, we had $8.0 million of loans receivable pledged under this agreement.

        We entered into the commitments described above and other contractual obligations in the normal course of business as a source of funds for asset growth and asset/liability management and to meet required capital needs. Our principal future obligations and commitments as of September 30, 2003, excluding periodic interest payments, included the following:

		Payments Due by Period (in thousands)
		Total		Less than 1 Year		1-3 Years		4-5 Years		After 5 Years
Old revolving credit facility(1)		$	47,775	$	47,775	$	—	$	—	$	—
United Kingdom overdraft facility			173		173		—		—		—
Long-term debt
	Senior notes(1)		109,190		—		—		109,190		—
	Senior subordinated notes(1)		20,000		—		—		20,000		—
	Senior discount notes(2)		116,554		—		—		116,554		—
Operating leases			46,314		15,060		18,169		8,027		5,058
Other collateralized borrowings			8,000		8,000		—		—		—
Other			66		66		—		—		—
Total contractual cash obligations		$	348,072	$	71,074	$	18,169	$	253,771	$	5,058

(1)

We used portions of the proceeds of the offering of Dollar Financial Group, Inc.'s old notes to repay these items.

(2)

We used portions of the proceeds of the offering of Dollar Financial Group, Inc.'s old notes to redeem $20 million of this item.

        We are highly leveraged, and borrowings under the credit facilities will increase our debt service requirements. We believe that, based on current levels of operations and anticipated improvements in operating results, cash flows from operations and borrowings available under our credit facilities will allow us to fund our liquidity and capital expenditure requirements for the foreseeable future, including payment of interest and principal on our indebtedness. This belief is based upon our historical growth rate and the anticipated benefits we expect from operating efficiencies. We expect additional revenue growth to be generated by increased check cashing revenues, growth in the consumer lending business, the maturity of recently opened stores and the continued expansion of new stores. We also expect operating expenses to increase, although the rate of increase is expected to be less than the rate of revenue growth. Furthermore, we do not believe that additional acquisitions or expansion are necessary to cover our fixed expenses, including debt service. However, we cannot assure you that we will generate sufficient cash flow from operations or that future borrowings will be available under our credit facilities in an amount sufficient to meet our debt service requirements or to make anticipated capital expenditures. We may need to refinance all or a portion of our indebtedness on or prior to maturity, under certain circumstances, and we cannot assure you that we will be able to effect such refinancing on commercially reasonable terms or at all.

Impact of New Accounting Pronouncements

        Effective July 1, 2003, we adopted the Financial Accounting Standards Board, or FASB, Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees,

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Including Indirect Guarantees of Indebtedness of Others." This Interpretation elaborates on the disclosures required by guarantors in their interim and annual financial statements. It also requires a guarantor to recognize a liability at the date of inception for the fair value of the obligation it assumes under the guarantee. The disclosure requirements were effective for periods ending after December 15, 2002. The initial recognition and measurement provisions apply on a prospective basis to guarantees issued or modified after December 31, 2002. The guarantees of the new notes are not expected to have a material impact on our consolidated financial position, consolidated results of operations or liquidity.

        In January 2003, FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities." This Interpretation provides guidance on how to identify a variable interest entity and determine when the assets, liabilities, noncontrolling interests and results of operations of a variable interest entity need to be included in a company's consolidated financial statements. A company that holds a variable interest in an entity will need to consolidate that entity if the company's interest in the variable interest entity is such that it will absorb a majority of the variable interest entity's expected losses and /or receive a majority of the entity's expected residual returns, if they occur. The new accounting provisions of this Interpretation became effective upon issuance for all new variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. We have not entered into any new transactions involving variable interest entities on or after February 1, 2003. This pronouncement also must be applied effective July 1, 2003 to existing variable interest entities acquired by us prior to February 1, 2003. The impact of this pronouncement is not expected to have a material effect on our financial position or results of operation.

Impact of Inflation

        We do not believe that inflation has a material impact on our earnings from operations.

Seasonality

        Our business is seasonal due to the impact of several tax-related services, including cashing tax refund checks, making electronic tax filings and processing applications for refund anticipation loans. Historically, we have generally experienced our highest revenues and earnings during our third fiscal quarter ending March 31, when revenues from these tax-related services peak. Due to the seasonality of our business, results of operations for any fiscal quarter are not necessarily indicative of the results of operations that may be achieved for the full fiscal year. In addition, quarterly results of operations depend significantly upon the timing and amount of revenues and expenses associated with the addition of new stores.

Quantitative and Qualitative Disclosures About Market Risk

Generally

        In the operations of our subsidiaries and the reporting of our consolidated financial results, we are affected by changes in interest rates and currency exchange rates. The principal risks of loss arising from adverse changes in market rates and prices to which we and our subsidiaries are exposed relate to:

•

interest rates on debt; and



•

foreign exchange rates generating translation gains and losses.

        We and our subsidiaries have no market risk sensitive instruments entered into for trading purposes, as defined by GAAP. Information contained in this section relates only to instruments entered into for purposes other than trading.

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Interest Rates

        Our outstanding indebtedness, and related interest rate risk, is managed centrally by our finance department by implementing the financing strategies approved by our board of directors. Our debt consists of fixed-rate senior notes and senior subordinated notes. Our revolving credit facilities carry variable rates of interest. As most of our average outstanding indebtedness carries a fixed rate of interest, a change in interest rates is not expected to have a significant impact on our consolidated financial position, results of operations or cash flows.

Foreign Exchange Rates

        Operations in the United Kingdom and Canada have exposed us to shifts in currency valuations. From time to time we may elect to purchase put options in order to protect earnings in the United Kingdom and Canada against foreign exchange fluctuations. Out of the money put options may be purchased because they cost less than completely averting the risk, and the maximum downside is limited to the difference between the strike price and exchange rate at the date of purchase and the price of the contracts. We did not purchase options of this kind during fiscal 2003. At September 30, 2003, we held put options with an aggregate notional value of £3.0 million to protect the currency exposure in the United Kingdom throughout the remainder of the calendar year. We also held put options with an aggregate notional value of $(CAD)36.0 million to protect the currency exposure in Canada throughout the remainder of the fiscal year. All put options for the quarter ended September 30, 2003 expired out of the money. There was no such hedging activity for the same period in fiscal 2003.

        Canadian operations account for approximately 166.6% of our fiscal 2003 consolidated pre-tax earnings, and U.K. operations account for approximately 52.9% of our fiscal 2003 consolidated pre-tax earnings. Canadian operations accounted for approximately 105.5% of consolidated pre-tax earnings for the three months ended September 30, 2003, and U.K. operations accounted for approximately 38.7% of consolidated pre-tax earnings for the three months ended September 30, 2003. Canadian operations accounted for approximately 360.9% of consolidated pre-tax earnings for the three months ended September 30, 2002, and U.K. operations accounted for approximately 63.6% of consolidated pre-tax earnings for the three months ended September 30, 2002. As currency exchange rates change, translation of the financial results of the Canadian and U.K. operations into U.S. dollars will be impacted. Changes in exchange rates have resulted in cumulative translation adjustments increasing our net assets by $8.1 million. Our U.K. subsidiary has $8.0 million of collateralized borrowings denominated in U.S. dollars that are subject to foreign currency transaction gains and losses. These gains and losses are included in corporate expenses.

        We estimate that a 10.0% change in foreign exchange rates by itself would have impacted reported pre-tax earnings from continuing operations by approximately $3.4 million for fiscal 2003 and $2.3 million for 2002. This impact represents nearly 21.9% of our consolidated pre-tax earnings for fiscal 2003 and 14.0% of our consolidated pre-tax earnings for fiscal 2002.

        We estimate that a 10.0% change in foreign exchange rates by itself would have impacted reported pre-tax earnings from continuing operations by approximately $783,000 for the three months ended September 30, 2003 and $1.2 million for the three months ended September 30, 2002. This impact represents nearly 14.4% of our consolidated pre-tax earnings for the three months ended September 30, 2003 and 42.5% of our consolidated pre-tax earnings for the three months ended September 30, 2002.

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BUSINESS

General

All references to numerical data are as of September 30, 2003, unless the context indicates otherwise.

        We are a leading international financial services company serving under-banked consumers, formed as a New York corporation on September 25, 1979. Our parent company is a Delaware corporation formed on April 17, 1990. Our customers are typically lower- and middle-income working-class individuals who require basic financial services but, for reasons of convenience and accessibility, purchase some or all of their financial services from us rather than from banks and other financial institutions. To serve this market, we have a network of 1,080 stores, including 625 company-operated stores, in 17 states, the District of Columbia, Canada and the United Kingdom. Our store network represents the second-largest network of its kind in the United States and the largest network of its kind in each of Canada and the United Kingdom. We provide a diverse range of consumer financial products and services primarily consisting of check cashing, short-term consumer loans, money orders and money transfers.

        Our network includes the following platforms for delivering our financial services to the consumers in our core markets:

United States

        We operate a total of 320 stores, with 232 operating under the name "Money Mart" and 88 operating under the name "Loan Mart." The Money Mart stores typically offer our full range of products and services, including check cashing and short-term consumer loans. The Loan Mart stores offer short-term consumer loans and other ancillary services depending upon location. By offering short-term lending services, we hope to attract a customer who might not use check cashing services. We also have relationships with 450 document transmitter locations, such as independent mail stores and insurance offices, which assist in completing short-term consumer loans we market through a direct-to-consumer lending operation.

        Our U.S. business had revenues of $110.5 million for fiscal 2003 and $26.1 million for the quarter ended September 30, 2003.

Canada

        There are 293 stores in our Canadian network, of which 183 are operated by us and 110 are operated by franchisees. All stores in Canada are operated under the name "Money Mart" except locations in the Province of Québec. The stores in Canada typically offer check cashing, short-term consumer loans and other ancillary products and services.

        Our Canadian business had revenues of $(USD)67.0 million for fiscal 2003 and $(USD)19.3 million for the quarter ended September 30, 2003.

United Kingdom

        There are 467 stores in our U.K. network, of which 122 are operated by us and 345 are operated by franchisees. All stores in the United Kingdom (with the exception of certain franchises operating under the name "Cash A Cheque") are operated under the name "Money Shop." The stores in the United Kingdom typically offer check cashing, short-term consumer loans and other ancillary products and services.

        Our U.K. business had revenues of $(USD)41.9 million for fiscal 2003 and $(USD)11.6 million for the quarter ended September 30, 2003.

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        Our customers, many of whom receive income on an irregular basis or from multiple employers, are drawn to our convenient neighborhood locations, extended operating hours and high-quality customer service. Our products and services, principally our check cashing and short-term consumer loan program, provide immediate access to cash for living expenses or other needs. We principally cash payroll checks, although our stores also cash government benefit, personal and income tax refund checks. During fiscal 2003, we cashed 8.6 million checks with a total face amount of $3.1 billion and an average face amount of $355 per check. In addition, acting both as a servicer and as a direct lender, we originated 2.8 million short-term loans with a total face amount of $798.0 million, an average principal amount of $282 and a weighted average term of approximately 15 days. We also provide our customers with high-value ancillary services, including Western Union money order and money transfer products, electronic tax filing, bill payment, foreign currency exchange, photo ID and prepaid local and long-distance phone services.

Industry Overview

Our Industry

        We operate in a sector of the financial services industry that serves the basic need of lower- and middle-income working-class individuals to have convenient access to cash. This need is primarily evidenced by consumer demand for check cashing and short-term loans, and consumers who use these services are often underserved by banks and other financial institutions.

        Lower- and middle-income individuals represent the largest part of the population in each country in which we operate. Many of these individuals work in the service sector, which in the United States is one of the fastest growing segments of the workforce.

        However, many of these individuals, particularly in the United States, do not maintain regular banking relationships. They use services provided by our industry for a variety of reasons, including that they often:

•

do not have sufficient assets to meet minimum balance requirements or to achieve the benefits of savings with banks;



•

do not write enough checks to make a bank account beneficial;



•

need to access financial services outside of normal banking hours;



•

desire not to pay fees for banking services that they do not use;



•

require immediate access to cash from their paychecks; and



•

may have a dislike or distrust of banks.

        In addition to check cashing services, under-banked consumers also require short-term loans that provide cash for living and other expenses. They also may not be able to or want to obtain loans from banks as a result of:

•

their immediate need for cash;



•

irregular receipt of payments from their employers;



•

their desire for convenience and customer service; and



•

the unavailability of bank loans in small denominations for short terms.

        Despite the demand for basic financial services, access to banks has become more difficult over time for many consumers. Many banks have chosen to close their less profitable or lower-traffic locations. Typically, these closings have occurred in lower-income neighborhoods where the branches have failed to attract a sufficient base of customer deposits. This trend has resulted in fewer convenient

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alternatives for basic financial services in many neighborhoods. Many banks have also reduced or eliminated some services that under-banked consumers need.

        As a result of these trends, a significant number of retailers have begun to offer financial services to lower- and middle-income individuals. The providers of these services are fragmented and range from specialty finance offices to retail stores in other industries that offer these as ancillary services.

        We believe that the under-banked consumer market will continue to grow as a result of a diminishing supply of competing banking services as well as underlying demographic trends. These demographic trends include an overall increase in the population and an increase in the number of service sector jobs as a percentage of the total workforce.

        The demographics of the typical customers for non-banking financial services vary slightly in each of the markets in which we operate, but the trends driving the industry are generally the same throughout our markets. The type of store and services that appeal to customers in each market vary based on cultural, social, geographic and other factors. Finally, the composition of providers of these services in each market results in part from the historical development and regulatory environment in that market.

Growth Opportunities

        We believe that significant opportunities for growth exist in our industry as a result of:

•

growth of the service sector workforce;



•

failure of commercial banks and other traditional financial service providers to address adequately the needs of lower- and middle-income individuals; and



•

trends favoring larger operators in the industry.

        We believe that, as the lower- and middle-income population segments increase, and as trends within the retail banking industry make banking less accessible to these consumers, the industry in which we operate will see a significant increase in demand for its products and services. We also believe that the industry will continue to consolidate as a result of a number of factors, including:

•

economies of scale available to larger operators;



•

use of technology to serve customers better and to control large store networks;



•

inability of smaller operators to form the alliances necessary to deliver new products; and



•

increased licensing and regulatory burdens.

        This consolidation process should provide us, as operator of one of the largest store networks of its kind, with opportunities for continued growth.

Competitive Strengths

        We believe that the following competitive strengths position us well for continued growth:

        Leading Position in Core Markets.    We have a leading position in core markets, operating 320 stores in the United States, 183 stores in Canada and 122 stores in the United Kingdom as of September 30, 2003. We have 110 franchised locations in Canada and 345 franchised locations in the United Kingdom. Highlights of our competitive position in these core markets include the following:

•

Our domestic network is focused in rapidly growing markets in the western United States, where we believe we have held leading market positions for over 10 years.

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•

We believe that we are the industry leader in Canada, and that we hold a dominant market share with a store in almost every city with a population of over 50,000. Based on a public opinion study of three major metropolitan markets in English-speaking Canada, we have achieved brand awareness of 85%.



•

We operate the largest check cashing network in the United Kingdom, comprising nearly 25% of the market measured by number of stores, although we believe that we account for 40% of all check cashing transactions performed at check cashing stores.

        High-quality Customer Service.    We adhere to a strict set of market survey and location guidelines when selecting store sites in order to ensure that our stores are placed in desirable locations near our customers. We believe that our customers appreciate this convenience, as well as the flexible and extended operating hours that we typically offer, which are often more compatible with our customers' work schedules. We provide our customers with a clean, attractive and secure environment in which to transact their business. We believe that our friendly and courteous customer service at both the store level and through our centralized support centers is a competitive advantage.

        Diversified Product and Geographic Mix.    Our stores offer a wide range of consumer financial products and services to meet the demands of their respective locales, including check cashing, short-term consumer loans, money orders and money transfers. We also provide high-value ancillary products and services, including electronic tax filing, bill payment, foreign currency exchange, photo ID and prepaid local and long-distance phone services. For fiscal 2003, the revenue contribution by our check cashing operations was 49.4%, our consumer lending operations was 37.2% and our other financial services was 13.4%. In addition to our product diversification, our business is diversified geographically. For fiscal 2003, our U.S. operations generated 50.4% of our total revenue, our Canadian operations generated 30.5% of our total revenue and our U.K. operations generated 19.1% of our total revenue. Our product and geographic mix provides a diverse stream of revenue.

        Diversification and Management of Credit Risk.    Our revenue is generated through a high volume of small dollar financial transactions, and therefore our exposure to loss from a single customer transaction is minimal. In addition, we actively manage our customer risk profile and collection efforts in order to maximize our consumer lending and check cashing revenues while maintaining losses within a targeted range. We have instituted control mechanisms that have been effective in managing risk. As a result, we believe that we are unlikely to sustain a material credit loss from a single transaction or series of transactions. We have experienced relatively low net write-offs as a percentage of the face amount of checks cashed. For fiscal 2003, in our check cashing business, net write-offs as a percentage of face amount of checks cashed were 0.2%. For the same period, with respect to loans funded directly by us, net write-offs as a percentage of originations were 2.3%.

        Management Expertise.    We have a highly experienced and motivated management team at both the corporate and operational levels. Our senior management team has extensive experience in the financial services industry. Our Chairman and Chief Executive Officer, Jeffrey Weiss, and our President and Chief Financial Officer, Donald Gayhardt, have been with us since 1990 and have demonstrated, through their operational leadership and strategic vision, the ability to grow the business, achieving a revenue compound annual growth rate of 24.4% from 1990 through fiscal 2003. In addition to their expertise, the management team is highly motivated to ensure continued business success, as they collectively own approximately 19.2% of our parent company's fully diluted common stock.

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Business Strategy

        Our business strategy is designed to capitalize on our competitive strengths and enhance our leading market positions. Key elements of our strategy include:

        Introducing Related Products and Services.    We offer our customers multiple financial products and services. We believe that our check cashing and consumer lending customers enjoy the convenience of other high-value products and services offered by us. These products and services enable our customers to manage their personal finances more effectively. For example, in fiscal 2003, we introduced reloadable debit cards and customer loyalty programs in many of our stores. We also offered new tax-based products to our Canadian customers, providing qualified individuals with cash advances against anticipated tax refunds. We intend to continue to innovate and develop new products and services for our customers.

        Growing Through Disciplined Network Expansion.    We intend to continue to grow our network through the addition of new stores and franchisees, while adhering to a disciplined selection process. In order to optimize our expansion, we carefully assess potential markets by analyzing demographic, competitive and regulatory factors, site selection and availability and growth potential. We seek to add locations that offer check cashing, consumer lending or a combination of both. In addition, we will continue to grow our direct-to-consumer lending services that enable us to access a broader customer base without the capital expense of adding company stores.

        Maintaining our Customer-driven Retail Philosophy.    We strive to maintain our customer-service-oriented approach and meet the basic financial service needs of our working, lower- and middle-income customers. We believe our approach differentiates us from many of our competitors and is a key tenet of our employee training programs. We offer extended operating hours in clean, attractive and secure store locations to enhance appeal and stimulate store traffic. In certain markets, we operate stores that are open 24 hours a day. To ensure customer satisfaction, we periodically send anonymous market researchers posing as shoppers to our U.S. stores to measure customer service performance. We plan to continue to develop ways to improve our performance, including through incentive programs to reward employees for exceptional customer service.

        Enhancing Network and Store-level Profitability.    With our network of 1,080 stores, we are well positioned to capitalize on economies of scale. Our centralized core support functions, including collections, call center, field operations and service, loan processing and tax filing, enable us to generate efficiencies by improving collections and purchasing power with our vendors. Our proprietary systems are used to improve our customer relations and loan servicing activities, as well as to provide a highly efficient means to manage our compliance efforts. We plan to continue to take advantage of these efficiencies to enhance network and store-level profitability.

Customers

        Our core customer group generally lacks sufficient income to accumulate assets or to build savings. These customers rely on their current income to cover immediate living expenses and cannot afford to wait for checks to clear through the commercial banking system. We believe that many of our customers use our check cashing services in order to access cash immediately without having to maintain a minimum balance in a checking account and our short-term lending services to borrow money to fund living expenses and other short-term needs. We believe that consumers value our affordability and attention to customer service, and their choice of financial service provider is influenced by our convenient locations and extended operating hours.

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U.S. Customers

        Based on our operating experience and information provided to us by our customers, we believe that our core domestic check cashing customer group is composed of individuals between the ages of 18 and 44. The majority of these individuals rent their homes, are employed and have annual household incomes of between $10,000 and $35,000, with a median income of $22,500. We believe that many of our customers are workers or independent contractors who receive payment on an irregular basis and generally in the form of a check. In addition, we believe that although approximately 49% of our U.S. customers do have bank accounts, these customers use check cashing stores because they find the locations and extended business hours more convenient than those of banks and because they value the ability to receive cash immediately, without waiting for a check to clear.

        Our operating experience and customer data also suggest that short-term consumer loan customers are mainly individuals between the ages of 18 and 49. The majority of these individuals rent their homes and are employed in professional/managerial positions. A survey conducted by the Credit Research Center of Georgetown University found that 51.5% of short-term consumer loan customers reported household incomes between $25,000 and $50,000 with 25.4% greater than $50,000. The survey also found that these customers choose short-term consumer loans because of easy and fast approval and convenient locations. Unlike many of our check cashing customers, short-term consumer loan customers have a bank account but experience temporary shortages in cash from time to time.

Canadian Customers

        Based on recent market research surveys, we believe that the demographics of our Canadian customers are somewhat different from those of our U.S. customers. Our typical Canadian check cashing customer is approximately 30 years old, employed in the trades/labor sector and earning $(USD)28,000 annually. Our typical Canadian short-term loan customer is 25 to 44 years old, employed in the services sector and earning $(USD)35,000 annually. Approximately 60% of our Canadian customers are male and 40% are female. In contrast to the United States, 66% of our Canadian check cashing customers have bank accounts. Our research shows that these customers continue to use our services because of our fast and courteous service, the stores' extended operating hours and convenient locations.

U.K. Customers

        Recent market research conducted on our behalf and our own customer data have shown that 89% of our U.K. customers have annual incomes below $(USD)30,000, and 58% are under the age of 35. According to market research, approximately 85% of our customer base is employed, with equal numbers of males and females. While 80% of our U.K. customers have bank accounts, they report a high level of dissatisfaction with their current bank relationship. Market research indicated customer service satisfaction levels for our U.K. customers above 95% compared with 50% to 65% satisfaction for the major banks. Staff friendliness and face-to-face contact are key drivers of customer satisfaction. Our research indicates that the need for immediate cash is the number one reason for using our services.

Products and Services

        Customers typically use our stores to cash checks (payroll, government and personal), obtain short-term consumer loans and use one or more of the additional financial services available at most locations, including Western Union money order and money transfer products, electronic tax filing, bill payment, foreign currency exchange, photo ID and prepaid local and long-distance phone services.

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Check Cashing

        Customers may cash all types of checks at our check cashing locations, including payroll checks, government checks and personal checks. In exchange for a verified check, customers receive cash immediately and do not have to wait several days for the check to clear. Before we distribute any cash, we verify both the customer's identification and the validity of the check (occasionally using multiple sources) as required by our standard verification procedures. Customers are charged a fee for this service (typically a small percentage of the face value of the check). The fee varies depending on the size and type of check cashed, the customer's check cashing history at our stores and applicable regulatory limitations. For fiscal 2003, check cashing fees averaged approximately 3.55% of the face value of checks cashed.

        The following chart presents summaries of revenue from our check cashing operations, broken down by consolidated operations, U.S. operations and Canadian and U.K. operations for the periods indicated below:

	Year ended June 30,
	1999			2000			2001			2002			2003
Consolidated operations:
Face amount of checks cashed	$	2,319,847,000		$	2,743,765,000		$	3,046,705,000		$	2,969,455,000		$	3,051,982,000
Number of checks cashed		7,490,406			8,204,528			9,001,635			8,689,819			8,585,459
Average face amount per check	$	309.71		$	334.42		$	338.46		$	341.72		$	355.48
Average fee per check		10.14			11.87			11.74			12.06			12.63
Average fee as a % of face amount		3.28	%		3.55	%		3.47	%		3.53	%		3.55	%
U.S. operations:
Face amount of checks cashed	$	1,723,912,000		$	1,712,912,000		$	1,728,504,000		$	1,636,967,000		$	1,508,407,000
Number of checks cashed		5,176,483			4,654,747			4,485,393			4,317,534			3,786,363
Average face amount per check	$	333.03		$	367.99		$	385.36		$	379.14		$	398.38
Average fee per check		10.73			12.17			12.19			12.41			12.98
Average fee as a % of face amount		3.22	%		3.31	%		3.16	%		3.27	%		3.26	%
Canadian and U.K. operations:
Face amount of checks cashed	$	595,935,000		$	1,030,853,000		$	1,318,201,000		$	1,332,488,000		$	1,543,575,000
Number of checks cashed		2,313,923			3,549,781			4,516,242			4,372,285			4,799,096
Average face amount per check	$	257.54		$	290.40		$	291.88		$	304.76		$	321.64
Average fee per check		8.98			11.47			11.30			11.71			12.35
Average fee as a % of face amount		3.49	%		3.95	%		3.87	%		3.84	%		3.84	%

        If a check cashed by us is not paid for any reason, we record the full face value of the check as a loss in the period when the check was returned unpaid. We then send the check to our internal collections department, or occasionally directly to the store, for collection. Our employees contact the maker and/or payee of each returned check. In certain circumstances, we will take appropriate legal

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action. Recoveries on returned items are credited in the period when the recovery is received. During fiscal 2003, we collected 74.2% of the face value of returned checks.

        The following chart presents summaries of our returned check experience, broken down by consolidated operations, U.S. operations and Canadian and U.K. operations for the periods indicated below:

	Year ended June 30,
	1999			2000			2001			2002			2003
Consolidated operations:
Face amount of returned checks	$	16,607,000		$	22,866,000		$	27,938,000		$	27,874,000		$	26,164,000
Collections on returned checks		12,522,000			17,096,000			19,752,000			20,812,000			19,426,000
Net write-offs of returned checks		4,085,000			5,770,000			8,186,000			7,062,000			6,738,000
Collections as a percentage of returned checks		75.4	%		74.8	%		70.7	%		74.7	%		74.2	%
Net write-offs as a percentage of check cashing revenues		5.4			5.9			7.7			6.7			6.2
Net write-offs as a percentage of face amount of checks cashed		0.18			0.21			0.27			0.24			0.22
U.S. operations:
Face amount of returned checks	$	11,247,000		$	12,019,000		$	14,519,000		$	15,411,000		$	12,046,000
Collections on returned checks		7,663,000			7,807,000			8,872,000			10,560,000			8,335,000
Net write-offs of returned checks		3,583,000			4,212,000			5,647,000			4,851,000			3,711,000
Collections as a percentage of returned checks		68.0	%		65.0	%		61.1	%		68.5	%		69.2	%
Net write-offs as a percentage of check cashing revenues		6.5			7.4			10.3			9.1			7.6
Net write-offs as a percentage of face amount of checks cashed		0.21			0.25			0.33			0.30			0.25
Canadian and U.K. operations:
Face amount of returned checks	$	5,360,000		$	10,847,000		$	13,419,000		$	12,463,000		$	14,118,000
Collections on returned checks		4,859,000			9,289,000			10,880,000			10,252,000			11,091,000
Net write-offs of returned checks		502,000			1,558,000			2,539,000			2,211,000			3,027,000
Collections as a percentage of returned checks		90.6	%		85.6	%		81.1	%		82.3	%		78.6	%
Net write-offs as a percentage of check cashing revenues		2.4			3.8			5.0			4.3			5.1
Net write-offs as a percentage of face amount of checks cashed		0.08			0.15			0.19			0.17			0.20

Consumer Lending

        We originate short-term loans on behalf of two domestic banks and for our own account.

        The short-term consumer loans we originate are commonly referred to as "payday" or "deferred deposit" loans. In a payday-loan transaction, at the time the funds are advanced to the borrower, the borrower signs a note and provides the lender with a post-dated check or a written authorization to initiate an automated clearinghouse charge to the borrower's checking account for the loan principal plus a finance charge. If the borrower has not paid off the loan in cash on or before the due date (which is generally set at a date on or near the borrower's next payday), the check or automated clearinghouse debit is presented for payment on the due date.

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        Since June 13, 2002, we have acted as a servicer for County Bank of Rehoboth Beach, Delaware and since October 18, 2002, for First Bank of Delaware. On behalf of these banks, we market unsecured short-term loans to customers with established bank accounts and verifiable sources of income. Loans are made for amounts up to $500, with terms of 7 to 23 days. Under these programs, we earn servicing fees, which may be reduced if the related loans are not collected. We maintain a reserve for estimated reductions. In addition, we maintain a reserve for anticipated losses for loans we make directly. In order to estimate the appropriate level of these reserves, we consider the amount of outstanding loans owed to us, as well as loans owed to banks and serviced by us, the historical loans charged-off, current collection patterns and current economic trends. As these conditions change, additional allowances might be required in future periods. During fiscal 2003, County Bank originated or extended approximately $277.9 million of loans through our locations and document transmitters. First Bank originated or extended approximately $92.5 million of loans through our locations in Arizona, California and Ohio during fiscal 2003. County Bank originated or extended approximately $14.7 million of loans through us during fiscal 2002.

        We also originate unsecured short-term loans to customers on our own behalf in Canada, the United Kingdom and certain U.S. markets. We bear the entire risk of loss related to these loans. In the United States, these loans are made for amounts up to $500, with terms of 7 to 37 days. In Canada, loans are issued to qualified borrowers based on a percentage of the borrower's income, with terms of 1 to 35 days. We issue loans in the United Kingdom for up to £500 with a term of 28 days. We originated or extended approximately $427.6 million of loans through our locations and document transmitters during fiscal 2003 and approximately $284.7 million through our locations and document transmitters during 2002.

        We had approximately $20.4 million of consumer loans on our balance sheet at June 30, 2003 and approximately $18.2 million on June 30, 2002. These amounts are reflected in loans and other receivables. Loans and other receivables at June 30, 2003 are reported net of a reserve of $2.4 million related to consumer lending. Loans and other receivables at June 30, 2002 are reported net of a reserve of $2.9 million related to consumer lending.

        The following chart presents a summary of our consumer lending originations, which includes loan extensions, and revenues for the following periods:

		Year ended June 30,									Three months ended September 30,
		2001			2002			2003			2003
		(in thousands)
U.S. company funded originations		$	11,965		$	19,723		$	81,085		$	14,268
Canadian company funded originations			138,127			188,632			248,149			75,574
U.K. company funded originations			44,679			76,344			98,388			26,508
	Total company funded originations	$	194,771		$	284,699		$	427,622		$	116,350
Servicing revenues, net		$	41,920		$	44,765		$	41,175			11,413
Company funded domestic loan revenues			1,966			3,545			14,137			2,155
Company funded foreign loan revenues			18,776			27,043			35,918			10,495
Net write-offs on company funded loans			(4,295	)		(5,554	)		(9,716	)		(2,666	)
	Total consumer lending revenues, net	$	58,367		$	69,799		$	81,514		$	21,397
Net write-offs as a percentage of total company funded originations			2.2	%		2.0	%		2.3	%		2.3	%

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        During 2002, Eagle National Bank discontinued the business of offering short-term consumer loans through our stores and our document transmitter locations. Under this program, we earned marketing and servicing fees. Eagle originated or extended approximately $402.7 million of loans through us during fiscal 2002.

Other Services and Products

        In addition to check cashing and short-term loans, our customers may choose from a variety of products and services when conducting business at our locations. These services include Western Union money order and money transfer products, electronic tax filing, bill payment, foreign currency exchange, photo ID and prepaid local and long-distance phone services. A survey of our customers by an independent third party revealed that over 50% of customers use other services in addition to check cashing. We believe that our check cashing and consumer lending customers enjoy the convenience of other high-value products and services offered by us.

        Among our most significant products and services other than check cashing and short-term loans are the following:

•

Money Transfers—Through a strategic alliance with Western Union, customers can transfer funds to any location providing Western Union money transfer services. Western Union currently has 150,000 agents in more than 190 countries throughout the world. We receive a percentage of the commission charged by Western Union for the transfer. For fiscal 2003, we generated total money transfer revenues of $11.7 million, primarily at our check cashing stores.



•

Money Orders—Our stores issue money orders for a minimal fee. Customers who do not have checking accounts typically use money orders to pay rent and utility bills. During fiscal 2003, money order transactions had an average face amount of $140 and an average fee of $1.03. For fiscal 2003, our customers purchased 2.4 million money orders, generating total money order revenues of $2.5 million.

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Store Operations

Locations

        The following chart sets forth the number of stores in operation as of the dates:

		June 30,
Markets							September 30, 2003
		1999	2000	2001	2002	2003
California
Southern		41	44	47	47	47	47
Northern		79	92	95	93	91	90
Arizona
Phoenix		25	34	40	45	43	43
Tucson		0	7	13	16	16	16
Ohio
Cleveland		22	21	19	19	18	18
Other Ohio cities(1)		5	7	5	4	4	4
Pennsylvania
Philadelphia		10	11	8	8	6	6
Pittsburgh		10	10	11	11	11	11
Other United States
Washington		15	17	21	18	18	18
Virginia		14	15	16	16	16	16
Oklahoma		0	8	13	13	10	10
Nevada		0	1	11	11	8	8
Colorado		0	6	14	15	7	7
Oregon		0	2	5	5	5	5
Louisiana		3	3	4	4	4	4
Texas		3	3	3	4	4	4
Utah		3	7	5	5	4	4
New Mexico		4	4	3	3	3	3
Hawaii		3	3	3	3	3	3
Maryland/D.C.		4	4	11	10	2	2
Wisconsin		1	1	1	1	1	1
Franchised locations		3	0	0	0	0	0
Canada
Company operated		101	139	157	167	181	183
Franchised locations		80	81	86	87	109	110
United Kingdom
Company operated		11	107	126	123	122	122
Franchised locations		0	264	261	290	351	345
	Total stores	437	891	978	1,018	1,084	1,080

(1)

These other cities include Akron, Canton, Youngstown and Cincinnati.

        All of our company-operated stores are leased, generally under leases providing for an initial multi-year term and renewal terms from one to five years. We generally assume the responsibility for required leasehold improvements, including signage, customer service representative partitions, alarm systems, computers, time-delayed safes and other office equipment. We adhere to a strict set of market survey and location guidelines when selecting store sites in order to ensure that our stores are placed in desirable locations near our customers.

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Facilities and Hours of Operation

        As part of our retail and customer-driven strategy, we present a clean and attractive environment and an appealing format for our stores. Size varies by location, but the stores are generally 1,000 to 1,400 square feet, with approximately half of that space allocated to the teller and back office areas.

        Operating hours vary by location, but are typically extended and designed to cater to those customers who, due to work schedules, cannot make use of "normal" banking hours. A typical store operates from 9:00 A.M. to 9:00 P.M. during weekdays and on Saturdays, and from 10:00 A.M. to 5:00 P.M. on Sundays. In certain locations, we operate stores 24 hours, seven days per week.

Operational Structure

        Our senior management is located at our corporate headquarters in Berwyn, Pennsylvania and is responsible for our overall direction. We also maintain corporate offices in Victoria, British Columbia and Nottingham, England. Management of our North American store operations is located in our Victoria office while the Nottingham office provides support for our U.K. store operations. This support includes centralized functions such as information systems, treasury, accounting, human resources, loss prevention and marketing. Our corporate staff also includes personnel dedicated to compliance functions, including internal audit, risk management, privacy and general counsel functions. We believe that our ongoing investment in and company-wide focus on our compliance practices provides us with a competitive advantage relative to most other companies in our industry.

        Additionally, in each country in which we operate, we have a store management organization that is responsible for the day to day operations of our stores. District managers are directly responsible for the oversight of our store managers and store operations. Typically, each district manager oversees eight to ten stores. Each district manager reports to a market manager who supervises approximately five district managers. The market managers report to the head of operations in their respective corporate office.

        In addition, in fiscal 2001 we opened a centralized facility to support our domestic consumer lending business. This call-center facility, located in Salt Lake City, Utah, currently employs 141 full-time staff. Operating from 8:00 A.M. to midnight, eastern time (including weekends), our staff performs inbound and outbound customer service for current and prospective consumer loan customers as well as collection and loan-servicing functions for all past-due domestic consumer loans. Our management at this facility includes experienced call-center operations, customer service, information technology and collection personnel. We believe that this centralized facility has helped us to improve our loan servicing significantly and has led to reduced credit losses on loans originated by us in the United States and significantly enhances our ability to manage the compliance responsibilities related to our domestic consumer lending operations.

Technology

        We currently have an enterprise-wide transaction processing computer network. We believe that this system has improved customer service by reducing transaction time and has allowed us to manage returned-check losses and loan collection efforts better and to comply with regulatory record keeping and reporting requirements.

        We continue to enhance our point-of-sale transaction processing system composed of a networked hardware and software package with integrated database and reporting capabilities. The point-of-sale system provides our stores with instantaneous customer information, thereby reducing transaction time and improving the efficiency of our credit verification process. Also, we have deployed an enhanced centralized loan management and collections system that provides improved customer service processing and management of loan transactions. The loan-management system and collections system

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uses integrated automated clearinghouse payment and returns processing, which facilitates faster notification of returns and faster clearing of funds as well as utilizing fax server document-processing technology, which has the effect of reducing both processing and loan closing times. The point-of-sale system, together with the enhanced loan-management and collections systems, has improved our ability to offer new products and services and our customer service.

Security

        The principal security risks to our operations are robbery and defalcation. We have put in place extensive security systems, dedicated security personnel and management information systems to address both areas of potential loss. We believe that our systems are among the most effective in the industry. Net security losses represented less than 0.8% of total revenues for fiscal 2003, a decline from net security losses of 1.1% of total revenues for fiscal 2002.

        To protect against robbery, most store employees work behind bullet-resistant glass and steel partitions, and the back office, safe and computer areas are locked and closed to customers. Each store's security measures include safes, electronic alarm systems monitored by third parties, control over entry to teller areas, detection of entry through perimeter openings, walls and ceilings and the tracking of all employee movement in and out of secured areas. Employees use cellular phones to ensure safety and security whenever they are outside the secure teller area. Additional security measures include identical alarm systems in all stores, remote control over alarm systems, arming/disarming and changing user codes and mechanically and electronically controlled time-delay safes.

        Since we handle high volumes of cash and negotiable instruments at our locations, daily monitoring, unannounced audits and immediate responses to irregularities are critical in combating defalcations. We have an internal auditing department that, among other things, performs periodic unannounced store audits and cash counts at randomly selected locations.

Seasonality

        Our business is seasonal due to the impact of several tax-related services, including cashing tax refund checks, making electronic tax filings and processing applications for refund anticipation loans. Historically, we have generally experienced our highest revenues and earnings during our third fiscal quarter ending March 31, when revenues from these tax-related services peak.

Advertising and Marketing

        We frequently survey and research customer trends and purchasing patterns in order to place the most effective advertising for each market. Our marketing promotions typically include in-store merchandising materials, advertising support and instruction of store personnel in the use of the materials. Drawing on statistical data from our transaction database, we use sophisticated direct marketing strategies to communicate with existing customers and prospects with demographic characteristics similar to those of existing customers. National television advertising promotes our brand in Canada and our franchisees contribute to fund this advertising. We also arrange cooperative advertising for our products and services with strategic partners such as Western Union. We provide our store managers with local marketing training that sets standards for promotions and marketing programs for their stores. Local marketing includes attendance and sponsorship of community events. A national classified telephone directory company is used to place all Yellow Pages advertising as effectively and prominently as possible. We research directory selection to assure effective communication with our target customers.

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Competition

        Our store network represents the second-largest network of its kind in the United States and the largest network of its kind in each of Canada and the United Kingdom. The industry in which we operate in the United States is highly fragmented. An independent industry report estimated the number of check cashing outlets at 13,000 in March 2002, an increase from the approximately 2,200 national listings in 1986, according to a similar industry survey. We believe we operate one of only seven U.S. check cashing store networks that have more than 100 locations, the remaining competitors being local chains and single-unit operators. According to an industry survey, the seven largest check cashing chains in the United States control fewer than 22% of the total number of U.S. stores, reflecting the industry's fragmented nature. An independent report estimated the number of stores offering short-term consumer loans as their principal business at approximately 12,000 as of June 2003.

        In Canada, we believe that we are the industry leader and that we hold a dominant market share and exceptional brand awareness. In a recent public opinion study of three major metropolitan markets in English-speaking Canada, we found that we have achieved brand awareness of 85%. We estimate that the number of outlets offering check cashing and/or short-term consumer loans is 1,100. We believe there is only one other network of stores with over 100 locations and only three chains with over 50 locations. While we believe that we enjoy almost 30% market share by outlet in Canada, our research estimates our market share by volume of business to be closer to 50%.

        Based on information from the British Cheque Cashers Association, we believe that we have a U.K. market share of approximately 25% measured by number of stores. In addition, we believe that our 467 company-operated and franchised stores account for 40% of the total check cashing transactions performed at check cashing stores in the United Kingdom. In the consumer lending market, recent research indicates that the market for small, short-term loans is served by approximately 1,500 store locations, which include check cashers, pawn brokers and home-collected credit companies.

        In addition to other check cashing stores and consumer lending stores in the United States, Canada and the United Kingdom, we compete with banks and other financial services entities, as well as with retail businesses, such as grocery and liquor stores, which often cash checks for their customers. Some competitors, primarily grocery stores, do not charge a fee to cash a check. However, these merchants provide this service to a limited number of customers with superior credit ratings and will typically only cash "first party" checks or those written on the customer's account and made payable to the store.

        We also compete with companies that offer automated check cashing machines, and with franchised kiosk units that provide check-cashing and money order services to customers, which can be located in places such as convenience stores, bank lobbies, grocery stores, discount retailers and shopping malls.

        We believe that convenience, hours of operations and other aspects of customer service are the principal factors influencing customers' selection of a financial services company in our industry, and that the pricing of products and services is a secondary consideration.

Regulation

        We are subject to regulation by foreign, federal and state governments that affects the products and services we provide. In general, this regulation is designed to protect consumers who deal with us and not to protect the holders of our securities, including the notes.

Regulation of Check Cashing Fees

        To date, regulation of check cashing fees has occurred on the state level. We are currently subject to fee regulation in seven states, Arizona, California, Hawaii, Louisiana, Maryland, Ohio and

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Pennsylvania, and the District of Columbia, where regulations set maximum fees for cashing various types of checks. Our fees comply with all state regulations.

        Certain states, including California, Ohio, Pennsylvania, Utah and Washington, and the District of Columbia, have enacted licensing requirements for check cashing stores. Other states, including Ohio, require the conspicuous posting of the fees charged by each store. A number of states, including Ohio, also have imposed recordkeeping requirements, while others require check cashing stores to file fee schedules with the state.

        In Canada, the federal government does not directly regulate our industry, nor do provincial governments generally impose any regulations specific to the industry. The exception is in the Province of Québec, where check cashing stores are not permitted to charge a fee to cash government checks.

Regulation of Consumer Lending

        In the majority of states where we engage in consumer lending, we act as a servicer for County Bank or First Bank, federally insured financial institutions both chartered under the laws of the state of Delaware. We provide County Bank and First Bank with marketing, servicing and collections services for their unsecured short-term loan products that are offered under our brand name Cash "Til Payday.

        County Bank and First Bank are subject to federal and state banking regulations. Legislation has been introduced in the past at both the state and federal levels that could affect our ability to generate origination fees as a servicer for a bank, as well as our ability to offer consumer loans directly to consumers. While we do not believe that any federal legislation will be passed, if enacted we would not be able to market short-term loans as currently structured. The FDIC, which is the primary federal regulator of County Bank and First Bank, has also proposed increasing the capital requirement for banks involved in this business to as much as 100%. These capital requirements could make it substantially more expensive for such banks to engage in consumer lending.

        We have determined, primarily for regulatory reasons, that we should make consumer loans directly to consumers in seven states where advantageous enabling legislation exists: California, Colorado, Louisiana, Oklahoma, Oregon, Virginia and Wisconsin. We have decided not to participate in the consumer lending business in certain other states where legislation is unfavorable or the service is not likely to be profitable. We currently can participate in the consumer lending business in all states where we have a sizeable presence, although there is no guarantee that this situation will continue.

        Our Canadian consumer lending activities are subject to provincial licensing in Saskatchewan, Nova Scotia and Newfoundland but are subject only to limited substantive regulation. A federal usury ceiling applies to loans we make to Canadian consumers. Such borrowers contract to repay us in cash; if they repay by check, we also collect, in addition to the maximum permissible finance charge, our customary check-cashing fees.

        In the United Kingdom, consumer lending is governed by the Consumer Credit Act of 1974 and related rules and regulations. As required by the act, we have obtained licenses from the Office of Fair Trading, which is responsible for regulating competition policy and consumer protection. The act also contains rules regarding the presentation, form and content of loan agreements, including statutory warnings and the layout of financial information. To comply with these rules, we use model credit agreements provided by the British Cheque Cashers Association.

        Our consumer lending activities are also subject to certain other state, federal and foreign regulations, including, but not limited to, regulations governing lending practices and terms, such as truth in lending and usury laws, and rules regarding advertising content.

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Currency Reporting Regulation

        Regulations promulgated by the United States Department of the Treasury under the Bank Secrecy Act require reporting of transactions involving currency in an amount greater than $10,000, or the purchase of monetary instruments for cash in amounts from $3,000 to $10,000. In general, every financial institution must report each deposit, withdrawal, exchange of currency or other payment or transfer that involves currency in an amount greater than $10,000. In addition, multiple currency transactions must be treated as a single transaction if the financial institution has knowledge that the transactions are by, or on behalf of, any one person and result in either cash in or cash out totaling more than $10,000 during any one business day. We believe that our point-of-sale system and employee training programs support our compliance with these regulatory requirements.

        Also, money services businesses are required by the Money Laundering Act of 1994 to register with the United States Department of the Treasury. Money services businesses include check cashers and sellers of money orders. Money services businesses must renew their registrations every two years, maintain a list of their agents, update the agent list annually and make the agent list available for examination. In addition, the Bank Secrecy Act requires money services businesses to file a Suspicious Activity Report for any transaction conducted or attempted involving amounts individually or in total equaling $2,000 or greater, when the money services businesses knows or suspects that the transaction involves funds derived from an illegal activity, the transaction is designed to evade the requirements of the Bank Secrecy Act or the transaction is considered so unusual that there appears to be no reasonable explanation for the transaction. The USA PATRIOT Act includes a number of anti-money-laundering measures designed to assist in the identification and seizure of terrorist funds, including provisions that will directly impact check cashers and other money services businesses. Specifically, the USA PATRIOT Act requires all check cashers to establish certain programs designed to detect and report money laundering activities to law enforcement. We believe we are in compliance with the USA PATRIOT Act.

Privacy Regulation

        We are subject to a variety of state, federal and foreign laws and regulations restricting the use and seeking to protect the confidentiality of identifying and other personal consumer information. We have systems in place intended to safeguard such information as required.

Other Regulation

        We operate a total of 138 stores in California and Maryland. These states have enacted so-called "prompt remittance" statutes. These statutes specify a maximum time for the payment of proceeds from the sale of money orders to the issuer of the money orders. In this way, the statutes limit the number of days, known as the "float," that we have use of the money from the sale of the money order.

        In addition to fee regulations, licensing requirements and prompt remittance statutes, certain jurisdictions have also placed limitations on the commingling of money order proceeds and established minimum bonding or capital requirements.

Proprietary Rights

        We hold the rights to a variety of service marks relating to products or services we provide in our stores. In addition, we maintain service marks relating to the various names under which our stores operate.

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Insurance Coverage

        We maintain insurance coverage against losses, including theft, to protect our earnings and properties. We also maintain insurance coverage against criminal acts with a deductible of $50,000 per occurrence.

Employees

        On June 30, 2003, we employed 3,348 persons worldwide, consisting of 274 persons in our accounting, management information systems, legal, human resources, treasury, finance and administrative departments and 3,074 persons in our stores, including customer service representatives, store managers, regional supervisors, operations directors and store administrative personnel.

        None of our employees is represented by a labor union, and we believe that our relations with our employees are good.

Legal Proceedings

        On October 21, 2003, a former customer, Kenneth D. Mortillaro, commenced an action against our Canadian subsidiary on behalf of a purported class of Canadian borrowers (except those residing in British Columbia and Québec) who, Mortillaro claims, were subjected to usurious charges in payday loan transactions. The action, which is pending in the Ontario Superior Court of Justice, alleges violations of a Canadian federal law proscribing usury and seeks restitution and damages in an unspecified amount, including punitive damages. On November 6, 2003, we learned of substantially similar claims asserted on behalf of a purported class of Alberta borrowers by Gareth Young, a former customer of our Canadian subsidiary. The action is pending in the Court of Queens Bench of Alberta and seeks an unspecified amount of damages and other relief. Like the plaintiff in the MacKinnon action referred to below, Mortillaro and Young have agreed to arbitrate all disputes with us. We believe that we have meritorious procedural and substantive defenses to Mortillaro's and Young's claims, and we intend to defend those claims vigorously.

        We are a defendant in four putative class-action lawsuits, all of which were commenced by the same plaintiffs' law firm, alleging violations of California's wage-and-hour laws. The named plaintiffs in these suits, which are pending in the Superior Court of the State of California, are our former employees Vernell Woods (commenced August 22, 2000), Juan Castillo (commenced May 1, 2003), Stanley Chin (commenced May 7, 2003) and Kenneth Williams (commenced June 3, 2003). Each of these suits seeks an unspecified amount of damages and other relief in connection with allegations that we misclassified California store (Woods) and regional (Castillo) managers as "exempt" from a state law requiring the payment of overtime compensation, that we failed to provide employees with meal and rest breaks required under a new state law (Chin) and that we computed bonuses payable to our store managers using an impermissible profit-sharing formula (Williams). In January 2003, without admitting liability, we sought to settle the Woods case, which we believe to be the most significant of these suits, by offering each individual putative class member an amount intended in good faith to settle his or her claim. As of September 30, 2003, 92% of these settlement offers had been accepted. Plaintiffs' counsel is presently disputing through arbitration the validity of the settlements accepted by the individual putative class members. We believe we have meritorious defenses to the challenge and to the claims of the non-settling putative Woods class members and plan to defend them vigorously. We believe we have adequately provided for the costs associated with this matter. We are vigorously defending the Castillo, Chin and Williams lawsuits and believe we have meritorious defenses to the claims asserted in those matters. We believe the outcome of such litigation will not significantly affect our financial results.

        On January 29, 2003, a former customer, Kurt MacKinnon, commenced an action against our Canadian subsidiary and 26 other Canadian lenders on behalf of a purported class of British Columbia

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residents who, plaintiff claims, were overcharged in payday-loan transactions. The action, which is pending in the Supreme Court of British Columbia, alleges violations of laws proscribing usury and unconscionable trade practices and seeks restitution and damages, including punitive damages, in an unknown amount. On March 25, 2003, we moved to stay the action as against us and to compel arbitration of plaintiff's claims as required by his agreement with us. We are presently awaiting a decision on that motion. We believe we have meritorious defenses to the action and intend to defend it vigorously. We believe the outcome of such litigation will not significantly affect our financial results.

        On October 30, 2002, the Oklahoma Administrator of Consumer Credit issued an administrative order revoking the supervised-lending license of our Oklahoma subsidiary on the ground that certain loans marketed by the subsidiary and made by County Bank did not conform with Oklahoma usury laws. The Administrator's order also required the subsidiary to refund certain purportedly excess finance charges collected by County Bank. We appealed this order to the Oklahoma District Court and also appealed a federal court's abstention from ruling on this matter to the United States Court of Appeals for the Tenth Circuit. Effective November 24, 2003, we consummated a comprehensive settlement of this litigation.

        In addition to the litigation discussed above, we are involved in routine litigation and administrative proceedings arising in the ordinary course of business. In our opinion, the outcome of such litigation and proceedings will not significantly affect our financial results.

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MANAGEMENT

Directors and Officers

        Our directors and officers and their respective ages and positions are set forth below:

Name	Age	Position with Dollar Financial Group, Inc.
Jeffrey Weiss	60	Chairman of the Board of Directors and Chief Executive Officer
Donald Gayhardt	39	President, Chief Financial Officer and Director
Sydney Franchuk	51	Senior Vice President and President—Canadian Operations
Cameron Hetherington	39	Senior Vice President and President—U.K. Operations
Peter Sokolowski	42	Vice President, Chief Credit Officer
Cyril Means	36	Vice President, General Counsel
Melissa Soper	37	Vice President, Human Resources
William Athas	42	Director of Finance

        The directors and officers of our parent company, DFG Holdings, Inc., and their respective ages and positions are set forth below:

Name	Age	Position with DFG Holdings, Inc.
Jeffrey Weiss	60	Chairman of the Board of Directors and Chief Executive Officer
Donald Gayhardt	39	President, Chief Financial Officer and Director
Michael Koester	31	Director
Muneer Satter	42	Director
Jonathan Seiffer	32	Director
Jonathan Sokoloff	46	Director
Michael Solomon	28	Director

Jeffrey Weiss has served as our and our parent company's Chairman and Chief Executive Officer since an affiliate of Bear Stearns & Co. Inc. acquired us in May 1990. Until June 1992, Mr. Weiss was also a Managing Director at Bear Stearns with primary responsibility for the firm's investments in small to mid-sized companies, in addition to serving as Chairman and Chief Executive Officer for several of these companies. Mr. Weiss is the author of several popular financial guides.

Donald Gayhardt has served as President of our company and our parent company since December 1998 and Chief Financial Officer of both companies since April 2001. He also served as Executive Vice President and Chief Financial Officer of both companies from 1993 to 1997. In addition, he joined our board as a director in 1990. Prior to joining us, Mr. Gayhardt was employed by Bear Stearns from 1988 to 1993, most recently as an Associate Director in the Principal Activities Group, where he had oversight responsibility for the financial and accounting functions at a number of manufacturing, distribution and retailing firms, including our company. Prior to joining Bear Stearns, Mr. Gayhardt held positions in the mergers and acquisitions advisory and accounting fields.

Sydney Franchuk, our Senior Vice President and President—Canadian Operations, has served as President of our Canadian operations since November 1997. Previously, Mr. Franchuk held the position of Vice President of Finance and Administration for National Money Mart Co. and Check Mart, an affiliated company in the United States. Prior to joining us in 1985, Mr. Franchuk was a public accountant with Woods & Company (now Ernst & Young LLP) Chartered Accountants and is a Certified Management Accountant.

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Cameron Hetherington, our Senior Vice President and President—U.K. Operations, has also served as Managing Director of Dollar Financial UK Limited since March 1999. From July 1993 to September 1998, Mr. Hetherington was employed at our Canadian operations in a variety of senior management positions, including National Operations Manager. From June 1983 to November 1992, Mr. Hetherington served as a commissioned officer within the Australian Defence Force in a variety of operational, training and administrative roles both domestically and overseas.

Peter Sokolowski has been our Vice President—Chief Credit Officer since October 2002 and has overall responsibility for the oversight of underwriting, analysis and performance monitoring for our credit products. He also served as our Vice President—Finance from 1991 to 2002. Prior to joining us, Mr. Sokolowski worked in various financial positions in the commercial banking industry.

Cyril Means has served as our Vice President and General Counsel since May 1999. Prior to joining us, Mr. Means served as Vice President and Corporate Counsel to The Aegis Consumer Funding Group, Inc. from 1995 to 1997, and as Executive Vice President and General Counsel of Aegis from 1997 to 1999, where he was primarily responsible for the company's securitization facility and credit lines. Prior to joining Aegis, Mr. Means held in-house legal positions in the insurance, commercial real estate and entertainment fields.

Melissa Soper has been our Vice President—Human Resources since October 1996 and has overall responsibility for our human resources compliance to state and federal labor laws. Prior to joining us, Ms. Soper served as a Director of Human Resources for a national hotel chain.

William Athas has been our Director of Finance since January 2000 and has overall responsibility for the accounting oversight at the holding company level. Prior to joining us, he was the divisional controller of Timet, a titanium metals company, from December 1998 to January 2000. Mr. Athas worked at Asarco, Inc., a non-ferrous metals company, from August 1987 to December 1998, where he became the assistant corporate controller in 1997. He attained his CPA certification in 1989.

Michael Koester has been a director of our parent company since November 2003. He has been a vice president of Goldman Sachs & Co.'s Principal Investment Area since December 2002. From August 1999 to December 2002, he was an associate of Goldman Sachs. Prior to joining Goldman Sachs, he attended business school from September 1997 to June 1999.

Muneer Satter has been a director of our parent company since December 1998. He is a Managing Director in Goldman Sachs' Principal Investment Area in New York. Prior to this assignment, he was head of Goldman Sachs' Principal Investment Area in Europe and was based in London. He joined the firm in 1988 and became a managing director in 1996.

Jonathan Seiffer has been a director of our parent company since October 2001. He has been a partner of Leonard Green & Partners, L.P. since January 1999. From December 1997 to January 1999 he was a vice president of Leonard Green & Partners, L.P. From October 1994 until December 1997, Mr. Seiffer was an associate of Leonard Green & Partners, L.P. Prior to October 1994, Mr. Seiffer was a member of the corporate finance department of Donaldson, Lufkin & Jenrette Securities Corporation. He is also a director of Diamond Triumph Auto Glass, Inc., Liberty Group Publishing, Inc. and several private companies.

Jonathan Sokoloff has been a director of our parent company since December 1998. Mr. Sokoloff has been an executive officer of Leonard Green & Partners, L.P. since its formation in 1994. Since 1990, Mr. Sokoloff has been a partner in a merchant banking firm affiliated with Leonard Green & Partners, L.P. Mr. Sokoloff was previously a Managing Director at Drexel Burnham Lambert Incorporated. Mr. Sokoloff is also a director of The Sports Authority, Rite Aid Corporation, Diamond Triumph Auto Glass, Inc. and several private companies.

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Michael Solomon has been a director of our parent company since October 2002. He has been a vice president of Leonard Green & Partners, L.P. since April 2002. From May 2000 to April 2002, he was an associate with Leonard Green & Partners, L.P. From June 1996 to May 2000, Mr. Solomon was an associate with the Financial Sponsors Group of Deutsche Banc Alex Brown.

Executive Compensation

Summary Compensation Table

        The following table sets forth information with respect to the compensation of our Chief Executive Officer and each of our named executive officers whose annual total salary and bonus in fiscal 2003 exceeded $100,000:

Name and Principal Position	Year	Salary ($)	Annual Compensation Bonus ($)	Other Annual Compensation ($)		All Other Compensation ($)
Jeffrey Weiss Chairman and Chief Executive Officer	2003 2002 2001	650,000 650,000 600,000	— — 100,000	60,290 122,417 162,873	(1) (1) (1)	8,414 5,625 6,000	(3)
Donald Gayhardt President and Chief Financial Officer	2003 2002 2001	350,000 350,000 300,000	— — 50,000	— — —		3,264 3,990 6,187	(3)
Sydney Franchuk Senior Vice President and President—Canadian Operations	2003 2002 2001	132,840 127,560 121,146	84,353 79,725 100,077	— — —		— — —
Cameron Hetherington Senior Vice President and President—U.K. Operations	2003 2002 2001	186,695 161,443 116,044	56,008 46,985 37,766	64,458 53,907 53,811	(2) (2) (2)	13,067 2,971 —	(3)

(1)

Amounts include $30,635 paid in fiscal 2003, $62,314 paid in fiscal 2002 and $70,581 paid in fiscal 2001 for life insurance premiums on policies where we were not the named beneficiary. Perquisites and other personal benefits provided to each other named executive officer did not exceed the lesser of $50,000 or 10% of the total salary and bonus for the officer.

(2)

Amounts represent housing and other living costs.

(3)

Amounts represent payments relating to retirement plans.

Option/SAR Grants in Last Fiscal Year

        No options or SARs were granted in the last fiscal year.

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Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values

Name	Shares Acquired on Exercise	Value Realized		Number of Securities Underlying Unexercised Options at Fiscal Year End (Exercisable/Unexercisable)	Value of Unexercised In-the-Money Options at Fiscal Year End(1) (Exercisable/Unexercisable)
Jeffrey Weiss	0	$	0	0/0	$0/$0
Donald Gayhardt	0		0	362/37	$1,458,761/$147,214
Sydney Franchuk	0		0	80/20	$322,000/$80,500
Cameron Hetherington	0		0	80/20	$322,000/$80,500

(1)

An assumed fair market value of $7,250 per share was used to calculate the value of the options. As the shares are not traded in an established public market, the value assigned is based on the last strike price at which options were granted.

Employment Agreements

        There are no employment agreements with members of senior management at this time.

Compensation Committee Interlocks and Insider Participation

        Our board of directors does not have a compensation committee. All of the members of the board of directors participated in deliberations concerning executive compensation, including Jeffrey Weiss, our Chairman and Chief Executive Officer, and Donald Gayhardt, our President and Chief Financial Officer. As of June 30, 2003, no interlocking relationship existed between our board of directors and the board of directors or compensation committee of any other company.

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OWNERSHIP

        All of our issued and outstanding shares of capital stock are owned by our parent company, DFG Holdings, Inc.

        The following table sets forth the number of shares of our parent company's common stock owned beneficially on September 30, 2003 by:

•

each person that is the beneficial owner of more than 5% of our parent company's common stock;



•

all directors and nominees;



•

the named executive officers; and



•

all directors and executive officers as a group.

        The address of each officer and director is c/o Dollar Financial Group, Inc., 1436 Lancaster Avenue, Berwyn, Pennsylvania 19312, unless otherwise indicated. On June 30, 2003, there were a total of 19,864.87 shares of our parent company's common stock issued (106.71 were held in treasury).

Name and Address of Beneficial Owner of DFG Holdings, Inc. Shares	Amount of Beneficial Ownership		Percent of Class
Green Equity Investors II, L.P. 11111 Santa Monica Boulevard Los Angeles, California 90025	13,014.94		65.87	%
Jeffrey Weiss	3,058.99		15.48
GS Mezzanine Partners, L.P. and GS Mezzanine Partners Offshore, L.P. and associates 85 Broad Street New York, New York 10004	2,150.46		10.88
Donald Gayhardt	526.99	(1)	2.62
Sydney Franchuk	121.24	(2)	0.61
Cameron Hetherington	80.00	(3)	0.40
All directors and officers as a group (8 persons)	3,899.04	(4)	19.20

(1)

Includes options to purchase 362.43 shares of our parent company's common stock which are currently exercisable.

(2)

Includes options to purchase 80.00 shares of our parent company's common stock which are currently exercisable.

(3)

Includes options to purchase 80.00 shares of our parent company's common stock which are currently exercisable.

(4)

Includes options to purchase 554.43 shares of our parent company's common stock which are currently exercisable. Excludes directors affiliated with Green Equity Investors II, L.P., GS Mezzanine Partners, L.P. and GS Mezzanine Partners Offshore, L.P.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Stockholders Agreement

        Our parent company is a party to an amended and restated stockholders agreement with certain stockholders, including GS Mezzanine Partners, L.P., Bridge Street Fund 1998, L.P., Stone Street Fund 1998, L.P. and GS Mezzanine Partners Offshore, L.P. (collectively, "GS"), Ares Leveraged Investment Fund, L.P. and Ares Leveraged Investment Fund II, L.P. (together "Ares"), Green Equity Investors II, L.P., Jeffrey Weiss, Donald Gayhardt and C.L. and Sheila Jeffrey. The stockholders agreement will terminate on November 13, 2013, though certain provisions may terminate before then if there is a public offering of our parent company's common stock.

Transfer Restrictions

        The stockholders agreement provides, among other things, for certain restrictions on the disposition of our parent company's common stock. Common stock of our parent company that is subject to the agreement may only be transferred in accordance with the terms and conditions of the agreement. Any other transfers of our parent company's common stock will be void and of no force or effect. Any shares of our parent company's common stock that are subsequently transferred to a third party will remain subject to the terms and conditions of the stockholders agreement.

Tag-Along and First Option Rights

        If, at any time, Green Equity Investors II, L.P. proposes to enter into an agreement to sell or otherwise dispose of for value more than twenty percent (20%) of the outstanding shares of our parent company's common stock owned by it as of the date of the stockholders agreement, then the other stockholders party to the stockholders agreement will be given the opportunity to participate proportionately in (in other words, "tag along" with) the sale. These tag-along provisions do not apply to certain transactions specified in the stockholders agreement.

        If, at any time, an executive who is party to the stockholders agreement desires to sell for cash all or any part of his or her shares, he or she must provide notice to Green Equity Investors II, L.P., GS, Ares and our parent company. Upon receiving notice, such parties will have the option to purchase all, but not less than all, of such shares on the same terms and conditions. If more than one of such parties exercises their option, our parent company will have first priority with Green Equity Investors II, L.P., GS and Ares having the right to purchase on a pro rata basis any remaining shares. Similar first option rights in favor of Green Equity Investors II, L.P. exist with respect to proposed sales by GS and Ares. Each of those parties and certain of our executives also have preemptive rights if our parent company issues or grants additional shares of its common stock or other equity interests.

Repurchase of Shares

        If the employment of an executive who is party to the stockholders agreement is terminated, including by reason of his or her death or permanent disability, our parent company, Green Equity Investors II, L.P., GS and Ares (with priority to our parent company and then to Green Equity Investors II, L.P., GS and Ares on a pro rata basis) will have the right and option to repurchase all of the shares then owned by the executive. The price will be the fair market value of the shares at the time the executive's employment is terminated as determined under the stockholders agreement.

Registration Rights

        The stockholders agreement also gives Green Equity Investors II, L.P. and GS the right to require our parent company to register all or part of their (and, in the case of GS, Ares') common stock under the Securities Act. Each of GS, Ares and Green Equity Investors II, L.P, to the extent they did not

73

make such demand, may then elect to include such shares in the demand registration, or "piggyback" on the registration. Green Equity Investors II, L.P. is entitled to three demand registrations. GS is entitled to two demand registrations.

        If our parent company proposes to register any equity securities under the Securities Act, it must include in the registration all shares of its common stock that the other stockholders party to the stockholders agreement request to have registered, subject to reduction in the case of an underwritten offering.

Drag-Along Rights

        If Green Equity Investors II, L.P. agrees to sell all or substantially all of its shares to a third party, then it may demand that the other stockholders who are party to the stockholders agreement sell all, but not less than all, of their shares at the same price and on the same terms and conditions.

Grant of Proxy

        Each stockholder who is party to the stockholders agreement (other than GS) has agreed to vote its shares so that (1) so long as Jeffrey Weiss is the Chief Executive Officer of our parent company, he will be elected to the board of directors of our parent company and (2) so long as Green Equity Investors II, L.P. owns, directly or indirectly, twenty percent (20%) or more of the then outstanding stock of our parent company, it will be entitled to elect the remaining members of the board of directors. GS Mezzanine Partners, L.P. is entitled to nominate two members of our parent company's board of directors so long as GS owns any of our parent company's notes or shares of common stock.

Investor Put/Sale Rights

        Beginning September 30, 2008, each of GS and Ares, during a prescribed time period, will have the right to require our parent company to repurchase all or a portion of the shares of common stock then owned by them for an amount calculated in accordance with the stockholders agreement. In the event our parent company is unable to purchase such shares, then any party holding a majority of the shares of common stock included in such notice will have the right to require our parent company to seek to sell itself. If such right is exercised, our parent company and such holders will mutually select an investment banking firm to seek a sale transaction, and will mutually agree upon a sale process. If, upon the conclusion of such sale process, such holders wish to sell, then the other stockholder parties to the stockholders agreement have agreed to cause our parent company to complete the sale. Alternatively, if such holders do not wish to sell or the sale process otherwise does not result in the sale of our parent company, then, beginning September 30, 2010, each of GS and Ares will again have a right to require the repurchase of their shares, on substantially identical terms and conditions; and, similarly, their repurchase rights will be reinstated, on substantially identical terms and conditions, on each two-year anniversary thereafter. The sole right of GS and Ares, in the event that our parent company is unable to repurchase their shares following a repurchase election by them, is to seek a sale of our parent company as described in this paragraph.

Indebtedness of Management

        During fiscal 1999, we issued loans to certain members of management. The funds were used to pay personal income tax expense associated with the exercise of certain options and grants of certain stock in connection with the purchase of our company by Green Equity Investors II, L.P. The loans are

74

secured by shares of our parent company's stock. As of September 30, 2003, the following members of management owed outstanding principal on these loans in excess of $60,000:

Name	Rate		Maturity Date	Outstanding Principal Amount
Jeffrey Weiss	6.00	%	12/18/2004	$	2,000,000
Donald Gayhardt	6.00	%	12/18/2004	$	96,525
Sydney Franchuk	0.00	%	4/1/2005	$	69,258
Peter Sokolowski	6.00	%	12/18/2004	$	70,695

        In addition, as part of his prior employment agreement, Jeffrey Weiss was issued a loan in the amount of $4.3 million to purchase additional shares of our parent company's stock. The loan accrues interest at a rate of 6% per year and is due and payable in full on December 18, 2004. The loan is secured by a pledge of shares in our parent company's stock.

Management Agreement

        Under an amended and restated management services agreement among Leonard Green & Partners, L.P., our parent company and us, we and our parent company have agreed to pay Leonard Green & Partners, L.P. an annual management fee equal to $1.0 million and reimbursement of any out-of-pocket expenses incurred. Under our parent company's new senior and senior subordinated notes, management fees may not be paid to Leonard Green & Partners, L.P. until the first cash interest payments are made on our parent company's new notes. During this period, no interest will accrue on unpaid management fees. In addition, our replacement credit facility and our notes will restrict us from making distributions to our parent company to allow it to pay interest on its new notes on or prior to the fifth anniversary of their issuance. As a result of these restrictions, our parent company will likely exercise its option under its new notes to capitalize interest due on or prior to the fifth anniversary of their issuance. Consequently, management fees payable to Leonard Green & Partners, L.P. will likely be accrued, without interest, and not paid until after the fifth anniversary of the issuance of our parent company's new notes.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

        This summary highlights the principal terms of our and our parent company's outstanding indebtedness, giving effect to the refinancing.

Replacement Credit Facility

        Prior to November 13, 2003, we had a $70.5 million credit facility, dated as of May 31, 2002, with the lenders party thereto, Wachovia Bank, N.A., as syndication agent, Wells Fargo Bank, N.A., as administrative agent, and U.S. Bank N.A., as documentation agent. On November 13, 2003, we entered into a replacement credit facility that took effect upon the application of the proceeds from the offering of the old notes. All borrowings under the prior credit facility were repaid in full with a portion of the proceeds from the offering of the old notes. All letters of credit that were outstanding under the prior credit facility at the time of the refinancing are now outstanding under the replacement credit facility.

        Structure.    Our replacement credit facility consists of a $55.0 million senior secured reducing revolving credit facility. The commitment will be reduced by $750,000 commencing January 2, 2004 and on the first business day of each calendar quarter thereafter, and is subject to additional reductions based on excess cash flow up to a maximum reduction, including quarterly reductions, of $15,000,000. The commitment may be subject to further reductions in the event we engage in certain issuances of securities or asset dispositions. Under the replacement credit facility, up to $20.0 million may be used in connection with letters of credit.

        Guarantees and Security.    Our obligations under the replacement credit facility are guaranteed by our parent company and each of our existing and future direct and indirect domestic subsidiaries. The borrowings under the replacement credit facility and the domestic subsidiary guarantees are secured by substantially all of our assets and the assets of the subsidiary guarantors. These borrowings are not secured by the assets of our foreign subsidiaries. In addition, borrowings under the replacement credit facility are secured by a pledge of substantially all of our capital stock and the capital stock, or similar equity interests, of the domestic subsidiary guarantors. Certain guarantees of our domestic subsidiary guarantors are secured by not more than 65% of the capital stock, or similar equity interests, of certain foreign subsidiaries.

        Interest Rate.    In general, borrowings under the replacement credit facility bear interest based, at our option, on:

•

the base rate (as defined below) plus a margin of 4.50% per annum until we deliver a pricing certificate as of December 31, 2003 setting forth our ratio of funded debt to EBITDA (as defined in the agreement) and a margin ranging from 1.75% to 3.50% per annum thereafter depending on our ratio of funded debt to EBITDA;



•

the applicable eurodollar rate (as defined below) plus a margin of 4.50% per annum until we deliver a pricing certificate as of December 31, 2003 setting forth our ratio of funded debt to EBITDA and a margin ranging from 3.00% to 4.75% per annum thereafter depending on our ratio of funded debt to EBITDA; or



•

LIBOR (as defined below) plus a margin of 4.50% per annum until we deliver a pricing certificate as of December 31, 2003 setting forth our ratio of funded debt to EBITDA and a margin ranging from 3.00% to 4.75% per annum thereafter depending on our ratio of funded debt to EBITDA.

        The base rate is the higher of Wells Fargo's prime rate or the sum of the federal funds rate plus 0.5%. The applicable euro dollar rate is defined as the daily average LIBO Rate (as defined below) as adjusted for reserve requirements. LIBO Rate is defined as the LIBO Rate shown on Dow Jones

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Telerate Page 3750 (for deposits approximately equal to the amount of the requested loan for the same term of the interest period), or, if such rate is not quoted, interest at which deposits (approximately equal to the amount of the requested loan and for the same term as the interest period) are offered to four reference banks selected by the administrative agent in the London interbank market for delivery on the first day of the interest period.

        Borrowing Limit.    The total principal amount outstanding under the replacement credit facility at any time will be limited to an amount equal to 85% of certain of our and our subsidiaries' liquid assets.

        Maturity.    The replacement credit facility matures November 12, 2008.

        Commitment Fee.    We are obligated to pay Wells Fargo a commitment fee on a quarterly basis. Until we deliver a pricing certificate as of December 31, 2003, the commitment fee is equal to 0.75% of the unused portion of the replacement credit facility, and will range from 0.50% to 0.75% thereafter based on the level of borrowing under the replacement credit facility and our ratio of funded debt to EBITDA.

        Borrowing Availability.    The maximum aggregate amount available for borrowing under the replacement credit facility is subject to mandatory permanent reduction on the first business day of each subsequent full calendar quarter in an amount equal to $750,000 and after each fiscal year, under certain circumstances, in an amount equal to 75% of excess cash flow (as defined in the agreement), until such time as availability under the replacement credit facility is reduced by an aggregate of $15.0 million. The maximum aggregate amount available for borrowing under the replacement credit facility is also subject to mandatory permanent reduction under specific circumstances, including when significant amounts of assets are sold by us or our parent company and the proceeds are not reinvested in assets useful in our or our parent company's business within an applicable time period or when we or our parent company issue debt or equity securities. We may, upon five business days' advance notice, permanently reduce the unused portion of the replacement credit facility in whole or in part without premium or penalty, provided that any partial reduction is for at least $1.0 million.

        Covenants.    The replacement credit facility contains financial conditions that require us to satisfy, on a consolidated basis, specified quarterly financial tests, including:

•

a maximum leverage ratio;



•

a minimum fixed charge coverage ratio; and



•

a minimum EBITDA (as defined in the agreement).

        Our replacement credit facility also contains a number of other limitations that, among other things, restrict our ability and, in certain cases, that of our subsidiaries to:

•

sell assets;



•

incur additional debt;



•

refinance certain debt;



•

pay dividends;



•

create liens;



•

make investments, loans or advances;



•

make acquisitions;



•

engage in mergers or consolidations;



•

purchase shares of our outstanding capital stock;

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•

change any material line of business;



•

make capital expenditures or engage in transactions with affiliates;



•

maintain cash deposits in any account in which the lenders do not have a security interest; and



•

otherwise undertake various corporate activities.

        Until all obligations under the replacement credit facility have been finally and non-avoidably paid in full, any letters of credit outstanding have been cash collateralized and the commitments of all of the lenders have been terminated, the replacement credit facility also prohibits us and our subsidiaries from:

•

making any mandatory or voluntary repurchase of the notes (whether upon a change of control or asset sale, following the occurrence of an event of default under the indenture or otherwise);



•

making any payment or prepayment of principal on the notes;



•

making any payment or prepayment of interest or liquidated damages, if any, on the notes unless both before and after giving effect to such payment no event of default shall exist under the replacement credit facility; or



•

defeasing the notes.

        Payments on the Notes.    The replacement credit facility requires us to place any amount we propose to pay to the holders of the notes in a restricted account and to provide the administrative agent with a statement of the purpose of such payment and a certification of certain of our officers stating that such payment will not violate the restrictions described in the foregoing paragraph. The administrative agent is not obligated to release the payment until it is satisfied that the certification is true and correct.

        Events of Default.    Our replacement credit facility also contains customary events of default, including defaults based on:

•

nonpayment of principal, interest or fees when due, subject to specified grace periods;



•

breach of specified covenants;



•

material inaccuracy of representations and warranties;



•

certain other defaults under other credit documents;



•

events of bankruptcy and insolvency;



•

material judgments;



•

certain events respecting our pension plans;



•

dissolution and liquidation;



•

change in control; and



•

breach of any guarantee or security interest.

        Change of Control.    The change of control provision makes it an event of default, and permits the acceleration of the replacement credit facility debt, in the event:

•

our parent company and its subsidiaries sell or dispose of all or substantially all of their properties and assets, other than to Green Equity Investors II, L.P. or certain of its affiliates;



•

we adopt a plan relating to our liquidation or dissolution;

78

•

we consummate any transaction or other event the result of which is that any party, other than Green Equity Investors II, L.P. or certain of its affiliates, becomes the beneficial owner of more than 35% of the voting stock or economic value of the capital stock of us or our parent company;



•

of the consummation of any transaction the result of which is that our parent company ceases to own one hundred percent of our outstanding equity interests; or



•

a majority of the members of our parent company's board of directors are not continuing directors. A continuing director is a director who was a member of the board of directors immediately after consummation of our recapitalization in 1998 or was nominated, approved, recommended or endorsed for election by a majority of the continuing directors.

Canadian Overdraft Credit Facility

        We have a Canadian dollar overdraft credit facility with The Bank of Montreal to fund peak working capital needs for our Canadian operations. The overdraft credit facility, which has no stated maturity date, provides for a commitment of up to approximately $4.8 million of which there was no outstanding balance as of September 30, 2003. Amounts outstanding under the facility bear interest at Canadian prime plus 0.5% and are secured by the pledge of a cash collateral account of an equivalent balance.

United Kingdom Overdraft Facility

        Our U.K. operations have a British pound overdraft facility with National Westminster Bank Plc that bears interest at 1.0% over the bank base rate for the year ended June 30, 2003 and which provides for a commitment of approximately $6.2 million, of which $173,000 was outstanding as of September 30, 2003. The overdraft facility is secured by a $6.0 million letter of credit issued by Wells Fargo Bank under the prior credit facility which has been rolled over into the replacement credit facility.

Other Collateralized Borrowings

        On November 15, 2002, we entered into an agreement with a third party to sell, without recourse subject to certain obligations, a participation interest in a portion of the short-term consumer loans originated by us in the United Kingdom. Pursuant to the agreement, we will retain servicing responsibilities and earn servicing fees, which are subject to reduction if the related loans are not collected. At September 30, 2003, we had $8.0 million of loans receivable pledged under this agreement.

DFG Holdings, Inc. Senior Discount Notes

        On December 18, 1998, our parent company issued $120.6 million aggregate principal amount at maturity of 13.0% senior discount notes due 2006 pursuant to a purchase agreement of the same date with certain lenders. At September 30, 2003, the book value of the notes was $116.6 million. The parties to the purchase agreement negotiated exchange agreements that took effect upon the application of the proceeds from the offering of the old notes. We distributed a portion of the proceeds of the offering of the old notes to our parent company to redeem an equal amount of the senior discount notes. Pursuant to the exchange agreements, each existing senior discount note was exchanged for both a replacement senior note and a replacement senior subordinated note, both issued by our parent company concurrently with the consummation of the offering of the old notes. Fifty percent of the accreted value of the existing notes was exchanged for senior notes and 50% was exchanged for senior subordinated notes. The replacement senior subordinated notes are subordinated in right of payment to the replacement senior notes. However, both the replacement senior notes and the

79

replacement senior subordinated notes rank equally with the guarantees provided by our parent company of the obligations under the replacement credit facility and the old notes, as well as the notes offered in this prospectus.

        Both the replacement senior notes and the replacement senior subordinated notes will mature on May 15, 2012.

        Interest.    Interest is calculated on the basis of a 360-day year consisting of twelve 30-day months.

        Interest on the replacement senior notes accrues at the rate of 16% per annum. Interest on the replacement senior subordinated notes accrues at the rate of 13.95% per annum.

        Interest is payable semi-annually in arrears. On any semi-annual interest payment date on or prior to November 15, 2008, our parent company has the option to pay all or any portion of the interest payable on the relevant interest payment date by increasing the principal amount of the replacement senior notes or replacement senior subordinated notes, as applicable, in a principal amount equal to the interest that our parent company chooses not to pay in cash. On any semi-annual payment date on or after May 15, 2009, all interest due on the replacement senior notes and the replacement senior subordinated notes is payable in cash semi-annually, in arrears.

        Guarantees and Security.    The replacement senior notes and the replacement senior subordinated notes are general unsecured obligations and are not guaranteed by us or any of our subsidiaries. Our parent company does not have any sinking fund obligations with respect to the replacement senior notes or the replacement senior subordinated notes.

        Redemption.    The replacement senior notes and the replacement senior subordinated notes are redeemable, in whole or in part, at our parent company's option, at any time.

        The replacement senior notes are redeemable at the following redemption prices if redeemed during the indicated calendar year (or on any earlier date, in the case of 2004), expressed as percentages of the principal amount, plus accrued interest, if any, to the date of redemption:

Year	Percentage
2004 or prior	112.5	%
2005	110.0	%
2006	107.5	%
2007	105.0	%
2008	102.5	%
2009 and thereafter	100.0	%

        The replacement senior subordinated notes are redeemable at the following redemption prices if redeemed during the indicated calendar year (or on any earlier date, in the case of 2005), expressed as percentages of the principal amount, plus accrued interest, if any, to the date of redemption:

Year	Percentage
2005 or prior	100.0	%
2006	112.5	%
2007	110.0	%
2008	107.5	%
2009	105.0	%
2010	102.5	%
2011 and thereafter	100.0	%

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        Covenants.    The agreements governing the replacement senior notes and the replacement senior subordinated notes contain a number of limitations that, among other things, restrict our ability and the ability of our parent company and our subsidiaries to:

•

pay dividends or make other distributions;



•

incur additional indebtedness;



•

issue preferred stock;



•

issue or sell equity interests;



•

sell certain assets outside the ordinary course of business;



•

enter into certain transactions with affiliates;



•

pay management fees to Leonard Green & Partners, L.P.;



•

create certain liens on assets;



•

enter into sale and leaseback transactions; and



•

effect certain mergers and consolidations.

        These covenants are more restrictive in some respects than the covenants in the notes.

        In addition, GS Mezzanine Partners, L.P. has the right to appoint two directors to the board of directors of our parent company so long as they or any of their affiliates own any replacement notes or shares of our parent company's common stock. In addition, both GS Mezzanine Partners, L.P. and Ares Leveraged Investment Fund, L.P. and Ares Leveraged Investment Fund II, L.P., together, have the right to appoint one non-voting observer to the board of directors of our parent company and the board of directors of each of its subsidiaries, including us, so long as they or their respective affiliates own any replacement notes or shares of our parent company's common stock. The replacement senior notes and the replacement senior subordinated notes also limit each board of directors to a maximum of seven directors.

        Events of Default.    The agreements governing the replacement senior notes and the replacement senior subordinated notes also contain customary events of default, including defaults based on:

•

nonpayment of principal, premium, if any, or interest when due, subject to specified grace periods;



•

breach of specified covenants;



•

material inaccuracy of representations and warranties;



•

cross-payment default and cross-acceleration to all other indebtedness of our parent company and its subsidiaries;



•

final judgments for payment of money; and



•

events of bankruptcy and insolvency.

        Change of Control.    The agreements governing the replacement senior notes and the replacement senior subordinated notes provide that, upon specified change of control events, the holders of the replacement senior notes and the replacement senior subordinated notes have the right to sell their notes to our parent company at 101% of their accreted value, plus accrued and unpaid interest, if any, to the date of purchase.

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THE EXCHANGE OFFER

Terms of the Exchange Offer

General

        We issued the old notes on November 13, 2003 in an offering made pursuant to Rule 144A and Regulation S under the Securities Act. We sold the old notes to the initial purchasers pursuant to a purchase agreement, dated November 7, 2003, among us, the guarantors of the notes and the initial purchasers. Under the purchase agreement, each holder of the old notes was entitled to the benefits of the registration rights agreement, dated November 13, 2003, between us, the guarantors and the initial purchasers.

        Pursuant to the registration rights agreement, we agreed to file an exchange offer registration statement with the SEC on the appropriate form under the Securities Act within 60 days of the closing date of the offering of the old notes, which was November 13, 2003, to use our reasonable best efforts to have it declared effective within 135 days of the closing date of the offering and to consummate the exchange offer within 30 business days after the registration statement is declared effective by the SEC. If we consummate this exchange offer within the requisite time period, holders of the old notes will not have any further registration rights, except as provided below, and the old notes will continue to be subject to certain restrictions on transfer. This prospectus, together with the letter of transmittal, is first being sent on or about January     , 2004 to all beneficial holders of the old notes known to us.

        Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal (which, together, constitute the exchange offer), we will accept for exchange old notes that are properly tendered on or prior to the expiration date and not withdrawn as permitted below. Holders may tender some or all of their old notes pursuant to the exchange offer. We will issue $1,000 principal amount of new notes in exchange for each $1,000 principal amount of outstanding old notes accepted in the exchange offer. The term "expiration date" means the expiration date set forth on the cover page of this prospectus, unless we extend the exchange offer, in which case the term "expiration date" means the latest date to which the exchange offer is extended.

        Based on no-action letters issued by the staff of the SEC to third parties, we believe that holders of the new notes issued in exchange for old notes may offer for resale, resell and otherwise transfer the new notes, other than any holder that is an affiliate of ours within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act. This is true as long as the new notes are acquired in the ordinary course of the holder's business, the holder has no arrangement or understanding with any person to participate in the distribution of the new notes and neither the holder nor any other person is engaging in or intends to engage in a distribution of the new notes. A broker-dealer that acquired old notes directly from us cannot exchange the old notes in the exchange offer. Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the new notes cannot rely on the no-action letters of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

        Each broker-dealer that receives new notes for its own account in exchange for old notes, where old notes were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See "Plan of Distribution" for additional information.

        We shall be deemed to have accepted validly tendered old notes when, as and if we have given oral or written notice of the acceptance of such notes to the exchange agent. The exchange agent will act as agent for the tendering holders of old notes for the purposes of receiving the new notes from us and delivering the new notes to such holders.

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        If any tendered old notes are not accepted for exchange because of an invalid tender or the occurrence of the conditions set forth under "—Conditions" without waiver by us, certificates for any such unaccepted old notes will be returned without expense, to the tendering holder of any such old notes as promptly as practicable after the expiration date.

        Holders of old notes who tender in the exchange offer will not be required to pay brokerage commissions or fees, or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of old notes pursuant to the exchange offer. We will pay all charges and expenses, other than certain applicable taxes in connection with the exchange offer. See "—Fees and Expenses."

Shelf Registration Statement

        If:

        (1)   because of any change in law or in applicable interpretations thereof by the staff of the SEC, we are not permitted to effect the exchange offer;

        (2)   the exchange offer is not consummated within 180 days of November 13, 2003;

        (3)   any initial purchaser so requests with respect to notes not eligible to be exchanged for new notes in the exchange offer and held by it following consummation of the exchange offer; or

        (4)   any holder (other than certain broker-dealers and the initial purchasers) is not eligible to participate in the exchange offer or, in the case of any holder (other than certain broker-dealers and the initial purchasers) that participates in the exchange offer, such holder does not receive freely tradable new notes on the date of the exchange and any such holder so requests,

we will, at our cost:

        (1)   file with the SEC a shelf registration statement to register for public resale the old notes held by any such holder who provides us with certain information for inclusion in such shelf registration statement;

        (2)   use our reasonable best efforts to cause the shelf registration statement to be declared effective under the Securities Act;

        (3)   use our reasonable best efforts to keep the shelf registration statement continuously effective until the earlier of two years from the date of its effectiveness or the time when all of the applicable old notes have been sold pursuant to the shelf registration statement or are no longer restricted securities (as defined in Rule 144 under the Securities Act).

        A holder that sells old notes pursuant to the shelf registration statement generally must be named as a selling security-holder in the related prospectus, must deliver a prospectus to purchasers and will be subject to the civil liability provisions under the Securities Act in connection with these sales. A seller of old notes will also be bound by the applicable provisions of the registration rights agreement, including indemnification obligations.

Increase in Interest Rate

        The registration rights agreement provides that:

        (1)   if the registration statement, of which this prospectus is a part, is not declared effective by the SEC on or prior to the 135th day (or if the 135th day is not a business day, the first business day thereafter) after November 13, 2003;

        (2)   if the exchange offer is not consummated on or before the 30th business day after the registration statement is declared effective;

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        (3)   if we are obligated to file a shelf registration statement and we fail to file any such shelf registration statement with the SEC on or prior to the 30th day after such filing obligation arises;

        (4)   if we are obligated to file a shelf registration statement and any such shelf registration statement is not declared effective on or prior to the 60th day after the obligation to file a shelf registration statement arises; or

        (5)   if the registration statement or any shelf registration statement, as the case may be, is declared effective but thereafter ceases to be effective or it or its related prospectus ceases to be useable (in certain circumstances) in connection with resales of the new notes or the old notes, as the case may be, for such time of non-effectiveness or non-usability,

        then we will pay liquidated damages to each holder of notes, with respect to the first 90-day period immediately following the occurrence of such event in an amount equal to 0.25% per annum of the principal amount of notes held by such holder. The amount of the liquidated damages will increase by an additional 0.25% per annum of the principal amount of notes with respect to each subsequent 90-day period until all such registration defaults have been cured, up to a maximum amount of liquidated damages of 1.0% per annum of the principal amount of notes.

        All accrued liquidated damages will be paid by us on each interest payment date to the holder of any global note by wire transfer of immediately available funds and to holders of certificated notes in the manner set forth above under the caption "Description of Notes—Principal, Maturity and Interest." Following the cure of all such registration defaults, the accrual of liquidated damages will cease.

        The sole remedy available to the holders of the old notes will be the immediate increase in the interest rate on the old notes as described above. Any amounts of additional interest due as described above will be payable in cash on the same interest payments dates as the old notes.

Expiration Date; Extensions; Amendment

        We will use our reasonable best efforts to cause the registration statement to be effective continuously and to cause the exchange offer to be consummated no later than the 30 business days after it is declared effective by the SEC. We will keep the exchange offer open for not less than 30 business days, or longer if required by applicable law, after the date on which notice of the exchange offer is mailed to the holders of the old notes.

        We reserve the right

        (a)   to delay accepting any old notes, to extend the exchange offer or to terminate the exchange offer and not accept old notes not previously accepted if any of the conditions set forth under "—Conditions" shall have occurred and shall not have been waived by us, if permitted to be waived by us, by giving oral or written notice of such delay, extension or termination to the exchange agent, or

        (b)   to amend the terms of the exchange offer in any manner deemed by us to be advantageous to the holders of the old notes.

        Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice. If such delay in acceptance, extension, termination or amendment constitutes a material change to the exchange offer, we promptly will disclose such amendment in a manner reasonably calculated to inform the holders, and we will extend the exchange offer as required by applicable law. Depending upon the significance of the amendment, we may extend the exchange offer if it otherwise would expire during such extension period. In the event that we decide to extend the expiration date, we will notify the exchange agent of any extension by oral or written notice and will issue a public announcement of the extension, no later than 9:00 a.m., New York City time, on or prior to the next business day after the previously scheduled expiration date.

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        Without limiting the manner in which we may choose to make a public announcement of any extension, amendment or termination of the exchange offer, we will not be obligated to publish, advertise or otherwise communicate any such announcement, other than by making a timely release to an appropriate news agency.

Procedures for Tendering

        To tender in the exchange offer, a holder must complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signatures on the letter of transmittal guaranteed if required by instruction 2 of the letter of transmittal, and mail or otherwise deliver such letter of transmittal or such facsimile or an agent's message in lieu of a letter of transmittal in connection with a book entry transfer, together with the old notes or a book-entry confirmation of the transfer thereof and any other required documents. To be validly tendered, such documents must reach the exchange agent before 5:00 p.m., New York City time, on the expiration date. Delivery of the old notes may be made by book-entry transfer in accordance with the procedures described below. Confirmation of such book-entry transfer must be received by the exchange agent prior to the expiration date.

        The term "agent's message" means a message, transmitted by a book-entry transfer facility to, and received by, the exchange agent, forming a part of a confirmation of a book-entry transfer, which states that such book-entry transfer facility has received an express acknowledgment from the participant in such book-entry transfer facility tendering the old notes that such participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce such agreement against such participant.

        The tender by a holder of old notes will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

        Delivery of all document must be made to the exchange agent at its address set forth below. Holders may also request their respective brokers, dealers, commercial banks, trust companies or nominees to effect such tender for such holders.

The method of delivery of old notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery to the exchange agent before 5:00 p.m., New York City time, on the expiration date. No letter of transmittal or old notes should be sent to us.

        Only a holder of old notes may tender old notes in the exchange offer. The term "holder" with respect to the exchange offer means any person in whose name old notes are registered on our books or any other person who has obtained a properly completed bond power from the registered holder.

        Any beneficial holder whose old notes are registered in the name of its broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder promptly and instruct such registered holder to tender on its behalf. If such beneficial holder wishes to tender on its own behalf, such registered holder must, prior to completing and executing the letter of transmittal and delivering its old notes, either make appropriate arrangements to register ownership of the old notes in such holder's name or obtain a properly completed bond power from the registered holder. The transfer of record ownership may take considerable time.

        Signatures on a letter of transmittal or a notice of withdrawal, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities

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Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States referred to as an "eligible institution," unless the old notes are tendered:

        (a)   by a registered holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal or

        (b)   for the account of an eligible institution. In the event that signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, such guarantee must be by an eligible institution.

        If the letter of transmittal is signed by a person other than the registered holder of any old notes listed therein, such old notes must be endorsed or accompanied by appropriate bond powers and a proxy which authorizes such person to tender the old notes on behalf of the registered holder, in each case signed as the name of the registered holder or holders appears on the old notes.

        If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by us, evidence satisfactory to us of their authority so to act must be submitted with the letter of transmittal.

        All questions as to the validity, form, eligibility, including time of receipt and withdrawal of the tendered old notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes our acceptance of which, in the opinion of counsel for us, would be unlawful. We also reserve the right to waive any irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine. None of us, the exchange agent or any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of old notes, nor shall any of us or them incur any liability for failure to give such notification. Tenders of old notes will not be deemed to have been made until such irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost by the exchange agent to the tendering holders of such old notes, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

        In addition, we reserve the right in our sole discretion to:

        (a)   purchase or make offers for any old notes that remain outstanding subsequent to the expiration date or, as set forth under "—Conditions," to terminate the exchange offer in accordance with the terms of the registration rights agreement; and

        (b)   to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers may differ from the terms of the exchange offer.

        By tendering, each holder will represent to us that, among other things:

        (a)   the new notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business of such holder or other person designated by the holder;

        (b)   neither such holder nor such other person designated by the holder is engaged in or intends to engage in a distribution of the new notes;

        (c)   neither such holder nor such other person designated by the holder has any arrangement or understanding with any person to participate in the distribution of such new notes; and

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        (d)   such holder or other person is not our "affiliate," as defined under Rule 405 of the Securities Act, or, if such holder or other person is such an affiliate, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

        We understand that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the old notes at The Depository Trust Company for the purpose of facilitating the exchange offer, and subject to the establishment of such accounts, any financial institution that is a participant in The Depository Trust Company's system may make book-entry delivery of old notes by causing The Depository Trust Company to transfer such old notes into the exchange agent's account with respect to the old notes in accordance with The Depository Trust Company's procedures for such transfer. Although delivery of the old notes may be effected through book-entry transfer into the exchange agent's account at The Depository Trust Company, an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee, or an agent's message in lieu of the letter of transmittal, and all other required documents must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth below on or prior to the expiration date, or, if the guaranteed delivery procedures described below are complied with, within the time period provided under such procedures. Delivery of documents to The Depository Trust Company does not constitute delivery to the exchange agent.

        Each broker-dealer that receives new notes for its own account in exchange for old notes, where old notes were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See "Plan of Distribution" for additional information.

Guaranteed Delivery Procedures

        Holders who wish to tender their old notes and

        (a)   whose old notes are not immediately available or

        (b)   who cannot deliver their old notes, the letter of transmittal or any other required documents to the exchange agent prior to the expiration date, may effect a tender if:

        (1)   the tender is made through an eligible institution;

        (2)   prior to the expiration date, the exchange agent receives from such eligible institution a properly completed and duly executed Notice of Guaranteed Delivery, by facsimile transmission, mail or hand delivery, setting forth the name and address of the holder of the old notes, the certificate number or numbers of such old notes and the principal amount of old notes tendered, stating that the tender is being made thereby, and guaranteeing that, within three business days after the expiration date, the letter of transmittal, or facsimile thereof or agent's message in lieu of the letter of transmittal, together with the certificate(s) representing the old notes to be tendered in proper form for transfer or a book-entry confirmation, as the case may be, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

        (3)   such properly completed and executed letter of transmittal (or facsimile thereof) or agent's message in lieu of the letter of transmittal together with the certificate(s) representing all tendered old notes in proper form for transfer or a book-entry confirmation, as the case may be, and all other documents required by the letter of transmittal are received by the exchange agent within three business days after the expiration date.

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Withdrawal Rights

        Except as otherwise provided in this prospectus, tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date. However, where the expiration date has been extended, tenders of old notes previously accepted for exchange as of the original expiration date may not be withdrawn.

        To withdraw a tender of old notes in the exchange offer, a written or facsimile transmission notice of withdrawal must be received by the exchange agent as its address set forth in this prospectus prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must:

        (a)   specify the name of the depositor, who is the person having deposited the old notes to be withdrawn,

        (b)   identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of such old notes or, in the case of old notes transferred by book-entry transfer, the name and number of the account at The Depository Trust Company to be credited,

        (c)   be signed by the depositor and include any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the old notes register the transfer of such old notes into the name of the depositor withdrawing the tender and

        (d)   specify the name in which any such old notes are to be registered, if different from that of the depositor. Any old notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no new notes will be issued with respect to the old notes withdrawn unless the old notes so withdrawn are validly retendered. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by us, which determination will be final and binding on all parties. Any old notes which have been tendered but which are not accepted for exchange will be returned to the holder thereof without cost to such holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described above under "—Procedures for Tendering" at any time prior to the expiration date.

Conditions

        Notwithstanding any other terms of the exchange offer, and subject to our obligations under the registration rights agreement, we will not be required to accept for exchange, or exchange, any new notes for any old notes, and may terminate or amend the exchange offer before the expiration date, if the exchange offer violates any applicable law or interpretation by the staff of the SEC.

        If we determine in our reasonable discretion that the foregoing condition exists, we may

        (1)   refuse to accept any old notes and return all tendered old notes to the tendering holders,

        (2)   extend the exchange offer and retain all old notes tendered prior to the expiration of the exchange offer, subject, however, to the rights of holders who tendered such old notes to withdraw their tendered old notes, or

        (3)   waive such condition, if permissible, with respect to the exchange offer and accept all properly tendered old notes which have not been withdrawn. If such waiver constitutes a material change to the exchange offer, we will promptly disclose such waiver by means of a prospectus supplement that will be distributed to the holders, and we will extend the exchange offer as required by applicable law.

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Exchange Agent

        U.S. Bank National Association has been appointed as exchange agent for the exchange offer. Questions and requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to U.S. Bank National Association addressed as follows:

	By Telephone: (800) 934-6802
By Facsimile: (651) 495-8156 Attn: Specialized Finance Confirm by Telephone: (800) 934-6802	By Overnight Courier and by Hand before 4:30 p.m. on the Expiration Date: U.S. Bank Corporate Trust Services 60 Livingston Avenue St. Paul, Minnesota 55107 Attention: Specialized Finance	By Registered or Certified Mail: U.S. Bank Corporate Trust Services 60 Livingston Avenue St. Paul, Minnesota 55107 Attention: Specialized Finance

Delivery of the letter of transmittal to an address other than as set forth above or transmission of instructions via facsimile other than as set forth above does not constitute a valid delivery of such letter of transmittal.

        U.S. Bank National Association is also the trustee under the indenture.

Fees and Expenses

        We have agreed to bear the expenses of the exchange offer pursuant to the registration rights agreement. We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with providing such services.

        The cash expenses to be incurred in connection with the exchange offer will be paid by us. Such expenses include fees and expenses of U.S. Bank National Association as exchange agent, accounting and legal fees and printing costs, among others.

Accounting Treatment

        The new notes will be recorded at the same carrying value as the old notes as reflected in our accounting records on the date of exchange. Accordingly, no gain or loss for accounting purposes will be recognized by us. The expenses of the exchange offer and the unamortized expenses related to the issuance of the new notes will be amortized over the term of the notes.

Consequences of Failure to Exchange

        Holders of old notes who are eligible to participate in the exchange offer but who do not tender their old notes will not have any further registration rights, and their old notes will continue to be subject to restrictions on transfer. Accordingly, such old notes may be resold only:

        (1)   to us, upon redemption of these notes or otherwise,

        (2)   so long as the old notes are eligible for resale pursuant to Rule 144A under the Securities Act, to a person inside the United States whom the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A,

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        (3)   in accordance with Rule 144 under the Securities Act, or under another exemption from the registration requirements of the Securities Act, and based upon an opinion of counsel reasonably acceptable to us,

        (4)   outside the United States in an offshore transaction meeting the requirements of Rule 904 under the Securities Act or

        (5)   under an effective registration statement under the Securities Act,

in each case in accordance with any applicable securities laws of any state of the United States.

Regulatory Approvals

        We do not believe that the receipt of any material federal or state regulatory approvals will be necessary in connection with the exchange offer, other than the effectiveness of the registration statement of which this prospectus is a part.

Other

        Participation in the exchange offer is voluntary and holders of old notes should carefully consider whether to accept the terms and condition of this exchange offer. Holders of the old notes are urged to consult their financial and tax advisors in making their own decision on what action to take with respect to the exchange offer.

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DESCRIPTION OF THE NOTES

        Dollar Financial Group, Inc issued the old notes, and will issue the new notes, under an indenture among itself, its parent, DFG Holdings, Inc., its existing and future domestic Subsidiaries and U.S. Bank National Association, as Trustee. The terms of the old notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended. The pledge agreement and intercreditor agreement referred to below under the captions "—Security" and "—Intercreditor Agreement" define the terms of the security interest that secures the old notes. Any reference to "notes" in this section refers to both the old notes and the new notes unless the context requires otherwise.

        The form and terms of the new notes are the same in all material respects as to the form and terms of the old notes, except that the new notes will have been registered under the Securities Act and, therefore, will not bear legends restricting their transfer and will not provide for registration rights or liquidated damages. The old notes have not been registered under the Securities Act and are subject to certain transfer restrictions.

        Certain terms used in this description are defined under the caption "—Certain Definitions." In this description, the word "Company" refers only to Dollar Financial Group, Inc. and not to any of its Subsidiaries.

        The following description is a summary of the material provisions of the indenture, the pledge agreement and the intercreditor agreement. It does not restate those agreements in their entirety and we urge you to read them because they, not this description, define your rights as holders of the notes. You may request copies of these agreements at our address set forth under the heading "Where You Can Find More Information."

General

        The notes:

•

are senior obligations of the Company;



•

rank equal in right of payment with all existing and future unsubordinated Indebtedness of the Company;



•

rank senior in right of payment to all existing and future subordinated Indebtedness of the Company; and



•

are effectively junior to any Indebtedness of the Company, including Indebtedness under the Replacement Credit Facility, which is secured by assets of the Company to the extent of the value of the assets securing such Indebtedness.

        The notes are fully and unconditionally Guaranteed on a joint and several basis by Holdings and the Company's existing and future domestic Subsidiaries. The Guarantees of the notes:

•

are subject to the subordination provisions set forth in the intercreditor agreement described below under the caption "—Intercreditor Agreement";



•

rank equal in right of payment with all existing and future unsubordinated Indebtedness of the Guarantors;



•

rank senior in right of payment to all existing and future subordinated Indebtedness of the Guarantors; and



•

are effectively junior to any Indebtedness of the Guarantors, including Indebtedness under the Replacement Credit Facility, that is either (1) secured by a lien on the Collateral that is senior or prior to the second priority liens securing the Guarantees of the notes or (2) secured by

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assets that are not part of the Collateral to the extent of the value of the assets securing such Indebtedness.

        Guarantees of the notes by Guarantors directly owning, whether now or in the future, Capital Stock of foreign Subsidiaries will be secured by second priority liens on 65% of the Capital Stock of such foreign Subsidiaries. In addition, in the event the Company directly owns a foreign Subsidiary in the future, the notes will be secured by a second priority lien on 65% of the Capital Stock of any such foreign Subsidiary (such Capital Stock of foreign Subsidiaries referenced in this paragraph collectively, the "Collateral"). The lenders under the Replacement Credit Facility have the benefit of first priority liens on the Collateral.

        The Company's foreign Subsidiaries have not Guaranteed and will not Guarantee the Company's obligations under the notes or the Guarantors' obligations under the Guarantees of the notes. Therefore, the notes are effectively subordinated to the existing and future liabilities of the Company's foreign Subsidiaries, including trade creditors, secured creditors and other creditors holding debt and Guarantees issued by such foreign Subsidiaries, as well as claims of preferred and minority stockholders (if any) of such foreign Subsidiaries.

        The indenture permits the Company and its domestic and foreign Subsidiaries to Incur additional Indebtedness, including secured Indebtedness, in the future. As of September 30, 2003, after giving effect to the refinancing:

•

the Company (excluding its Subsidiaries) would have had approximately $220.0 million of Indebtedness outstanding, including $220.0 million of Indebtedness represented by the notes and no Indebtedness outstanding under the Replacement Credit Facility;



•

the Guarantor that is our parent company would have had approximately $96.9 million of indebtedness outstanding ranking equally to its guarantee of the notes, excluding its guarantees of obligations under the Replacement Credit Facility and the notes;



•

the Guarantors would have had no Indebtedness outstanding, excluding the Guarantors' Guarantees of obligations under the Replacement Credit Facility and the notes;



•

the Company's foreign Subsidiaries would have had approximately $8.2 million of Indebtedness outstanding; and



•

the Company would have been able to Incur an additional $46.0 million of Indebtedness under the Replacement Credit Facility.

Principal, Maturity and Interest

•

The Company issued $220,000,000 in aggregate principal amount of old notes.



•

The notes will mature on November 15, 2011.



•

The old notes were issued, and the new notes will be issued, in denominations of $1,000 and integral multiples thereof.



•

The notes will bear interest at the rate of 9.75% per annum from the most recent date to which interest has been paid or, if no interest has been paid, from November 13, 2003. The Company will pay interest on the notes semi-annually, in arrears, every May 15 and November 15, commencing on May 15, 2004 to holders of record on the immediately preceding May 1 and November 1. Interest on the notes is computed on the basis of a 360-day year comprised of twelve 30-day months.



•

The Company will also pay liquidated damages under certain circumstances pursuant to the registration rights agreement.

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        The Company will pay principal of, premium, if any, and interest (including any liquidated damages) on the notes:

•

at the office or agency maintained for that purpose;



•

at its option, by check mailed to the holders of the notes at their respective addresses set forth in the register of holders of the notes; or



•

with respect to notes represented by global notes the holders of which have provided the Company with wire transfer instructions, by wire transfer of immediately available funds to the account or accounts specified.

        Until the Company designates another office or agency, its office or agency for the payment of principal of, premium, if any, and interest (including any liquidated damages) on the notes will be the corporate trust office of the Trustee.

        Subject to the covenants described below, the Company may, without the consent of the holders of the notes, issue additional notes under the indenture having the same terms in all respects as the notes, or similar in all respects to the notes except for the payment of interest on the notes (1) scheduled and paid prior to the date of issuance of those additional notes or (2) payable on the first interest payment date following that date of issuance. The old notes, the new notes offered in this exchange offer and any additional notes issued under the indenture would be treated as a single class for all purposes under the indenture, including with respect to the Guarantees and the Collateral.

Guarantees

        The notes are fully and unconditionally Guaranteed on a joint and several basis by the Guarantors. The Guarantees of the notes are subject to the subordination provisions set forth in the intercreditor agreement described below under the caption "—Intercreditor Agreement." The indenture limits Indebtedness and other Guarantees that may be Incurred by the Guarantors.

        The obligations of each Guarantor under its Guarantee of the notes is limited in a manner intended to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. See "Risk Factors—Risks Related to the Notes—Under certain circumstances, federal and state laws may allow courts to avoid the guarantees and the collateral for the guarantees and require noteholders to return payments they receive from the guarantors."

        Except as provided in agreements governing the Company's other Indebtedness and in "—Certain Covenants" below, the Company is not restricted from selling or otherwise disposing of any Equity Interests of any Guarantor.

        No Guarantor may consolidate with or merge with or into another Person, whether or not the Guarantor is the surviving Person, unless:

        (1)   subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger, if other than the Company or the Guarantor, unconditionally assumes all the obligations of the Guarantor under the indenture and the Guarantee of the notes pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee;

        (2)   immediately after giving effect to such transaction, no Default or Event of Default exists; and

        (3)   the Company would be permitted (immediately after giving effect to such transaction, but without giving effect to the costs and expenses of such transaction) to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the covenant described below under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock."

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        The foregoing restrictions do not apply to the consolidation or merger of a Guarantor with or into another Guarantor or the Company.

        In the event of:

        (1)   the defeasance or discharge of the notes in accordance with the terms of the indenture;

        (2)   a sale or other disposition of all or substantially all of the assets of a Guarantor, by way of merger, consolidation or otherwise, if the Net Proceeds are applied in accordance with the "Asset Sale" provisions of the indenture; or

        (3)   a sale or other disposition of all of the Capital Stock of a Guarantor, if the Net Proceeds are applied in accordance with the "Asset Sale" provisions of the indenture,

that Guarantor (and any of its Subsidiaries that are Guarantors) will be released and relieved of any obligations under its Guarantee of the notes.

Security

        Guarantees of the notes by Guarantors directly owning, whether now or in the future, Capital Stock of foreign Subsidiaries will be secured by second priority liens on 65% of the Capital Stock of such foreign Subsidiaries. In addition, in the event the Company directly owns a foreign Subsidiary in the future, the notes will be secured by a second priority lien on 65% of the Capital Stock of any such foreign Subsidiary.

        Pursuant to pledge agreements entered into by such Guarantors or the Company, as the case may be (the "Pledge Agreements"), the Collateral will be pledged to the Trustee, as collateral agent (together with any successor, the "Collateral Agent"), on a second priority basis, for the benefit of the Trustee and the holders of the notes. The second priority liens will constitute claims separate and apart from (and of a different class from) the first priority liens on the Collateral securing obligations under the Replacement Credit Facility and will be subject to such first priority liens.

        In the event of:

        (1)   the defeasance or discharge of the notes in accordance with the terms of the indenture;

        (2)   a sale or other disposition of all or substantially all of the assets of a foreign Subsidiary the Capital Stock of which is pledged by the Company or the Guarantor directly holding its Capital Stock, by way of merger, consolidation or otherwise, if the Net Proceeds are applied in accordance with the "Asset Sale" provisions of the indenture; or

        (3)   a sale or other disposition of all of the Capital Stock of a foreign Subsidiary the Capital Stock of which is pledged by a Guarantor or the Guarantor directly holding its Capital Stock, if the Net Proceeds are applied in accordance with the "Asset Sale" provisions of the indenture,

        the second priority lien on 65% of the Capital Stock of such foreign Subsidiary will be released.

        No appraisals of the Collateral have been prepared by or on behalf of the Company in connection with the issuance of the notes. There can be no assurance that the proceeds from the sale of the Collateral remaining after the satisfaction in full in cash of all obligations under the Replacement Credit Facility or, in the case of any letters of credit outstanding thereunder, the collateralization thereof would be sufficient to satisfy the obligations owed to the holders of the notes. By its nature, the Collateral will be illiquid and may have no readily ascertainable market value. Accordingly, there can be no assurance that the Collateral can be sold in a short period of time or at all.

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Intercreditor Agreement

        The Trustee, the Administrative Agent, the Company and the Guarantors have entered into an intercreditor agreement which, among other things:

•

appointed Wells Fargo Bank, National Association (the administrative agent under the Replacement Credit Facility) as bailee (the "Bailee") for purposes of holding the certificates representing the Collateral until:

        (1)   all obligations under the Replacement Credit Facility have been paid in full in cash;

        (2)   any letters of credit outstanding under the Replacement Credit Facility have been cash collateralized or otherwise supported by back-up letters of credit satisfactory to the Administrative Agent; and

        (3)   the commitments of all of the lenders under the Replacement Credit Facility have been terminated (such period, the "Standstill Period" and, the date such period terminates, the "Standstill Termination Date"); and

•

such time as the Bailee, in its reasonable discretion, determines that the obligations under the Replacement Credit Facility have been finally and indefeasibly paid, and any payments or distributions applied in respect of such obligations are not subject to being rescinded or recovered from the Administrative Agent or any lender by the Company or any Guarantor or trustee in any bankruptcy or other insolvency proceeding (the "Final Standstill Termination Date"); provided, however, that the Trustee shall be able to direct the sale of the Collateral to any third party after the Standstill Termination Date but prior to the Final Standstill Termination Date and in no event shall the Final Standstill Termination Date be more than 100 days after the Standstill Termination Date;



•

established the second priority status of the second priority liens on the Collateral;



•

prevents the Trustee or any holder of the notes from exercising any remedy (including, among other things, demanding or collecting payment, instituting bankruptcy or other insolvency proceedings, foreclosing or otherwise collecting on any property subject to a lien or obtaining a judgment lien) during the Standstill Period to collect all or any part of any obligations outstanding under the notes with respect to:

        (1)   any Guarantee of the notes by a Subsidiary of the Company that is a Guarantor or otherwise against any such Subsidiary;

        (2)   any of the Pledge Agreements or the Collateral;

        (3)   any action to obtain a non-consensual lien on the property of Holdings to the extent that such action results in the holders of the notes having greater rights against Holdings than the holders of the New Holdings Notes; or

        (4)   any action to obtain a non-consensual lien on property of the Company unless an Event of Default under the Indenture, which results in all outstanding notes becoming due and payable prior to their stated maturity, has occurred and is continuing;

•

prevents the Trustee or any holder of the notes from receiving during the Standstill Period:

        (1)   any payment or transfer of any money, property or assets from any Subsidiary of the Company that is a Guarantor;

        (2)   any liens on any property of any Subsidiary of the Company that is a Guarantor (other than the Collateral);

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        (3)   any liens on any property of Holdings (other than in respect of its Guarantee of the notes or to the extent that such lien does not result in the holders of the notes having greater rights against Holdings than the holders of the New Holdings Notes);

        (4)   any consensual liens on any property of the Company (other than the Collateral or as permitted by the Administrative Agent in its sole discretion);

        (5)   any grant or transfer of any interest in the Collateral of equal or senior interest to that of the Administrative Agent and the lenders under the Replacement Credit Facility; or

        (6)   any additional Guarantees of the notes from any Person (other than from any future domestic Subsidiary of Holdings).

        As a result, during the Standstill Period, none of the Collateral Agent, the Trustee or the holders of the notes will be able to force a sale of the Collateral or take remedial actions to collect on the Guarantees of the notes (other than, to the extent it does not result in the holders of the notes having greater rights against Holdings than the holders of the New Holdings Notes, Holdings' Guarantee of the notes).

        Any payment or distribution from any Guarantor, whether in cash or other property, or Lien to which the Trustee or any holder of the notes would be entitled but for the existence of the intercreditor agreement, will instead be paid over to the Administrative Agent for the benefit of the lenders under the Replacement Credit Facility or, if received with knowledge that its receipt is prohibited by the Trustee or any holder of the notes, will be held in trust for such lenders and be promptly turned over to the Administrative Agent for application against any obligations outstanding under the Replacement Credit Facility or, in the case of a lien, released.

        In addition, to the extent that the Trustee or any holder of the notes would be entitled to, but for the existence of the intercreditor agreement, (1) any consensual lien on property of the Company, (2) any interest in Collateral owned by the Company that is of equal priority to or senior to the security interest of the Administrative Agent and the lenders under the Replacement Credit Facility, (3) any nonconsensual lien on property of the Company prior to an Event of Default under the Indenture which results in all outstanding notes becoming due and payable prior to their stated maturity or (4) take any remedial action in respect of the Pledge Agreement or the Collateral owned by the Company, any payment or distribution received in respect thereof will instead be paid over to the Administrative Agent for the benefit of the lenders under the Replacement Credit Facility or, if received with knowledge that its receipt is prohibited by the Trustee or any holder of the notes, will be held in trust for such lenders and be promptly turned over to the Administrative Agent for application against any obligations outstanding under the Replacement Credit Facility or, in the case of any lien, released.

        If, after the Standstill Termination Date, any payment made in respect of obligations under the Replacement Credit Facility is rescinded or must otherwise be restored by the Administrative Agent or any lender in connection with any bankruptcy or other insolvency proceeding involving any Person,

•

the Standstill Period will be immediately reinstated upon such rescission or restoration and will remain in effect until the next Standstill Termination Date;



•

any payments or distributions by any Subsidiary of the Company that is a Guarantor on account of such Subsidiary's Guarantee of the notes received prior to the reinstatement of the Standstill Period that would have been turned over to the Administrative Agent during the Standstill Period, will be promptly turned over to the Administrative Agent for application against the obligations under the Replacement Credit Facility; and



•

thereafter, until the next Standstill Termination Date, any payments or distributions by any Subsidiary of the Company that is a Guarantor on account of such Subsidiary's Guarantee of the

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notes received or receivable will be held in trust and turned over to the Administrative Agent for application against the obligations under the Replacement Credit Facility as though the earlier Standstill Termination Date had not occurred.

        The Administrative Agent and the lenders under the Replacement Credit Facility may from time to time, without the consent of, or notice to, the Trustee or the holders of the notes:

•

waive, amend, supplement, restate or replace (including to increase or decrease the amount of the obligations under the Replacement Credit Facility) the documents relating to the Replacement Credit Facility (other than the intercreditor agreement);



•

release liens on any collateral securing obligations under the Replacement Credit Facility (including the Collateral) and accept additional collateral to secure obligations under the Replacement Credit Facility;



•

dispose of collateral securing obligations under the Replacement Credit Facility (including the Collateral) in any manner permitted by law; and



•

exercise or fail to exercise any right or settle or compromise any obligations under the Replacement Credit Facility and apply payments in respect of such obligations in any order.

        The Administrative Agent will furnish to the Trustee promptly after execution a copy of any amendment to the documents relating to the Replacement Credit Facility.

        Without the prior written consent of the Administrative Agent during the Standstill Period, no action will be taken, directly or indirectly, to create or otherwise suffer to exist or become effective any modification to any document relating to the notes that is, taken as a whole, more restrictive than the terms of such documents in effect on the date of the intercreditor agreement or which would otherwise violate the provisions of the intercreditor agreement. The Trustee will furnish to the Administrative Agent promptly after execution a copy of any amendment to the documents relating to the notes.

Optional Redemption

        Except as set forth below, the Company will not be entitled to redeem the notes at its option prior to November 15, 2007.

        On and after November 15, 2007, the Company may redeem the notes, in whole or in part, upon not less than 30 nor more than 60 days' prior written notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and liquidated damages, if any, to the redemption date, if redeemed during the twelve-month period beginning on November 15 of each of the years set forth below.

Year	Percentage
2007	104.875	%
2008	102.438	%
2009 and thereafter	100.000	%

        Prior to November 15, 2006, the Company may redeem up to 35% of the aggregate principal amount of the notes issued under the indenture at a redemption price of 109.75% of the principal amount of the notes redeemed, plus accrued and unpaid interest and liquidated damages, if any, to the redemption date if:

•

the Company receives net cash proceeds from contributions to its equity capital by Holdings (other than contributions in exchange for Disqualified Stock or Indebtedness) from, or the issue or sale of its Capital Stock (other than Capital Stock sold to a Subsidiary of the Company and

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other than Disqualified Stock) in, one or more Public Equity Offerings prior to November 15, 2006;

•

at least 65% of the aggregate principal amount of the notes issued under the indenture remain outstanding immediately after the redemption; and



•

the redemption occurs within 60 days of such Public Equity Offering.

Mandatory Redemption; Offers to Purchase; Open Market Purchases

        Except as described below under the captions "—Repurchase at the Option of Holders—Change of Control" and "—Asset Sales," the Company is not required to make mandatory redemption or sinking fund payments or offers to purchase with respect to the notes. The Company may at any time and from time to time purchase notes in the open market or otherwise.

Selection and Notice

        If less than all of the notes are to be redeemed at any time, the Trustee will select the notes for redemption as follows:

•

if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or



•

if the notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

        No notes of $1,000 or less will be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address. Notices of redemption may not be conditional.

        If any note is to be redeemed in part only, the notice of redemption that relates to such note shall state the portion of the principal amount of that note to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder thereof upon cancellation of the original note. On and after the redemption date, unless the Company defaults in the payment of the redemption price, interest and liquidated damages, if any, will cease to accrue on the principal amount of the notes or portions of notes called for redemption and for which funds have been set aside for payment.

Repurchase at the Option of Holders

Change of Control

        Upon the occurrence of a Change of Control, each holder of notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such holder's notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest and liquidated damages, if any, to the date of purchase (the "Change of Control Payment"). Within 25 days following any Change of Control, the Company will mail a notice to each holder with a copy to the Trustee (the "Change of Control Offer") stating:

•

that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder's notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest and liquidated damages, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest on the relevant interest payment date);

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•

the circumstances and relevant facts regarding such Change of Control (including information with respect to pro forma historical income, cash flow and capitalization, in each case after giving effect to such Change of Control);



•

the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and



•

the instructions, as determined by the Company, consistent with the covenant described hereunder, that a holder must follow in order to have its notes purchased.

        The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by the Company and purchases all notes validly tendered and not withdrawn under such Change of Control Offer.

        On a date that is at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the "Change of Control Payment Date"), the Company will, to the extent lawful:

•

accept for payment all notes or portions thereof properly tendered pursuant to the Change of Control Offer;



•

deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions thereof so tendered; and



•

deliver or cause to be delivered to the Trustee the notes so accepted together with an Officers' Certificate stating the aggregate principal amount of notes or portions thereof being purchased by the Company.

        The paying agent will promptly mail to each holder of notes so tendered the Change of Control Payment for such notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each such new note will be in a principal amount of $1,000 or an integral multiple thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

        The Change of Control purchase feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of the Company and thus the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Company and the initial purchasers. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to Incur additional Indebtedness are contained in the covenants described below under the captions "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock," "—Liens" and "—Sale and Leaseback Transactions." Such restrictions can only be waived with the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding. Except for the limitations contained in such covenants, however, the indenture will not contain any covenants or provisions that may afford holders of the notes protection in the event of a highly leveraged transaction.

        The definition of "Change of Control" includes a phrase relating to the sale, conveyance, transfer, lease or other disposition of "all or substantially all" of the assets of the Company and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially

99

all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require the Company to repurchase such notes as a result of a sale, conveyance, transfer, lease or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person may be uncertain.

Asset Sales

        The Company will not, and will not permit any of its Subsidiaries to, make any Asset Sale unless:

•

the Company (or the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith and evidenced by a resolution of the Board of Directors of the Company set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of; and



•

at least 75% of the consideration therefor received by the Company or such Subsidiary is in the form of cash or Cash Equivalents;

provided that the amount of:

•

any liabilities (as shown on the Company's or such Subsidiary's most recent balance sheet) of the Company or any Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Guarantee thereof) that are assumed by the transferee of any such assets pursuant to any arrangement releasing the Company or such Subsidiary from further liability; and



•

any securities, notes or other obligations received by the Company or any such Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in that conversion),

        will be deemed to be cash for purposes of this provision.

        Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option:

•

to permanently reduce secured or equally-ranked Indebtedness (and to correspondingly reduce commitments with respect thereto); or



•

to the making of a capital expenditure or the acquisition of a controlling interest in another business or other long-term assets, in each case, in a line of business the same as, or similar or related to, the line of business the Company and its Subsidiaries were engaged in on the date of the indenture.

        Pending the final application of any such Net Proceeds, the Company may temporarily reduce Indebtedness under the Replacement Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the indenture.

        Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required to make an offer (an "Asset Sale Offer") to all holders of notes and all holders of other Indebtedness that is equally-ranked with the notes, and containing provisions similar to those set forth in the indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase the maximum principal amount of notes and such other equally-ranked Indebtedness that may be purchased out of the Excess Proceeds. The offer price for such Asset Sale Offer shall be an amount in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages, if any, to the date

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of purchase, in accordance with the procedures set forth in the indenture and the instrument or instruments governing such other equally-ranked Indebtedness, respectively. To the extent that the aggregate amount of notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of notes surrendered by holders thereof exceeds the amount of the Excess Proceeds, the Trustee shall select the notes to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero.

General

        The Company will comply, to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the notes as a result of a Change of Control or Asset Sale. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the indenture by virtue of its compliance with such securities laws or regulations.

        The Replacement Credit Facility prohibits us from purchasing any notes upon a Change of Control or an Asset Sale, and also provides that the occurrence of certain change of control events with respect to the Company would constitute a default thereunder. In the event a Change of Control or Asset Sale occurs at a time when we are prohibited from purchasing the notes, we may seek the consent of our lenders under the Replacement Credit Facility to the purchase of the notes or may attempt to refinance or repay the borrowings that contain such prohibition. If we do not obtain such consent or refinance or repay such borrowings, we will remain prohibited from purchasing the notes. In such case, our failure to offer to purchase the notes would constitute a Default under the indenture, which would, in turn, constitute a default under the Replacement Credit Facility.

        Future Indebtedness that we Incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or an Asset Sale or require the repurchase of such Indebtedness upon a Change of Control or Asset Sale. Moreover, the exercise by the holders of their right to require us to repurchase their notes could cause a default under such Indebtedness, even if the Change of Control or Asset Sale itself does not, due to the financial effect of such repurchase on us. Finally, our ability to pay cash to the holders of the notes following the occurrence of a Change of Control or an Asset Sale may be limited by our then existing financial resources. See "Risk Factors—Risks Related to the Notes—We may not be able to repurchase the notes upon a change of control or asset sale." There can be no assurance that sufficient funds will be available when necessary to make any required repurchases.

Certain Covenants

Restricted Payments

        The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly,

        (1)   declare or pay any dividend on, or make any other payment or distribution in respect of, its Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders thereof in their capacity as such (other than any dividends or distributions payable solely in its Equity Interests (other than Disqualified Stock) or dividends or distributions payable solely to the Company or any Wholly Owned Subsidiary of the Company);

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        (2)   purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent of the Company or other Affiliate of the Company (other than Equity Interests of a Subsidiary of the Company);

        (3)   make any principal payment on, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the notes or any Guarantee thereof, except at final maturity thereof; or

        (4)   make any Restricted Investment (all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

        (a)   no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and

        (b)   the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock;" and

        (c)   such Restricted Payment, together with the aggregate of all other Restricted Payments made by the Company and its Subsidiaries after the date of the indenture (excluding Restricted Payments permitted by clauses (2), (3) and (6) of the next succeeding paragraph), is, at the time of determination, less than the sum of:

        (A)  50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the fiscal quarter commencing January 1, 2004 to the end of the Company's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less100% of such deficit), plus

        (B)  100% of the aggregate net cash proceeds received by the Company from contributions to its equity capital by Holdings (other than contributions in exchange for Disqualified Stock or Indebtedness) or the issue or sale since the date of the indenture of Equity Interests of the Company or of debt securities of the Company that have been converted into such Equity Interests (other than Equity Interests (or convertible debt securities) sold to a Subsidiary of the Company and other than Disqualified Stock or debt securities that have been converted into Disqualified Stock), plus

        (C)  to the extent that any Restricted Investment that was made after the date of the indenture is sold for cash or otherwise liquidated or repaid for cash, the lesser of:

        (x)   the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any); and

        (y)   the initial amount of such Restricted Investment, plus

        (D)  $20.0 million.

        The foregoing provisions will not prohibit:

        (1)   the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the indenture;

        (2)   the redemption, repurchase, retirement or other acquisition of any Equity Interests of the Company in exchange for, or with the net cash proceeds from, the substantially concurrent sale

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(other than to a Subsidiary of the Company) of other Equity Interests of the Company (other than any Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement or other acquisition shall be excluded from clause (c)(B) of the preceding paragraph;

        (3)   the defeasance, redemption, repurchase, retirement or other acquisition of subordinated Indebtedness in exchange for, or with the net cash proceeds from, an Incurrence of Permitted Refinancing Debt or the substantially concurrent sale (other than to a Subsidiary of the Company) of Equity Interests of the Company (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such defeasance, redemption, repurchase, retirement or other acquisition shall be excluded from clause (c)(B) of the preceding paragraph;

        (4)   the payment of any distribution or dividend to Holdings to enable Holdings to redeem, repurchase, retire or otherwise acquire for value any Equity Interests of Holdings, the Company or any Subsidiary of the Company held by any member of the Company's (or any of its Subsidiaries') management pursuant to any management equity subscription agreement or stock option agreement; provided that the aggregate price paid for all such redeemed, repurchased, retired or otherwise acquired Equity Interests shall not exceed $750,000 in any twelve-month period and $3.0 million in the aggregate (in each case plus the amount of net cash proceeds received by the Company from any issuance of Equity Interests by the Company to members of management of the Company and its Subsidiaries, to the extent that those amounts did not provide the basis for any previous Restricted Payment); and provided, further, that no Default or Event of Default shall have occurred and be continuing immediately after such transaction;

        (5)   for any interest payment date on or after May 15, 2009, the payment of cash dividends or the making of loans to Holdings in an amount sufficient to enable Holdings to make payments of interest required to be made in respect of the New Holdings Notes in accordance with the terms thereof in effect on the date of the New Holdings Notes Purchase Agreements; provided that the conditions set forth in (4)(a) and (b) of the first paragraph above are satisfied and such payments of interest are made no earlier than the third business day prior to the due date and with the proceeds of such dividends or loans; and

        (6)   the payment of a distribution or dividend or the making of a loan (A) not to exceed $20.0 million to Holdings to redeem Existing Holdings Notes and (B) not to exceed $5.0 million to Holdings to pay fees and expenses in connection with the exchange of the Existing Holdings Notes for the New Holdings Notes and the financing payment required to be paid upon the issuance of the New Holdings Notes and the registration of the New Holdings Notes in accordance with the terms of the New Holdings Notes Purchase Agreements.

        The amount of all Restricted Payments (other than cash) shall be the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers' Certificate delivered to the Trustee) on the date of the Restricted Payment of the assets proposed to be transferred by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment. Not later than the date of making any Restricted Payment in excess of $750,000, the Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by the covenant entitled "—Restricted Payments" were computed, which calculations may be based upon the Company's latest available financial statements.

Incurrence of Indebtedness and Issuance of Preferred Stock

        The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Debt) and the Company will not issue any Disqualified Stock and will not permit any of its Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company and any of its Subsidiaries that is a Guarantor may Incur Indebtedness (including

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Acquired Debt) and the Company may issue shares of Disqualified Stock and any Subsidiary of the Company that is a Guarantor may issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net cash proceeds therefrom, including, without limitation, the effect of acquisitions or repayments or redemptions of Indebtedness to be funded by such proceeds), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, at the beginning of such four-quarter period.

        The foregoing provisions will not apply to:

        (1)   the Incurrence by the Company (and Guarantees thereof by the Guarantors) of Indebtedness for working capital purposes and letters of credit pursuant to the Replacement Credit Facility (with letters of credit to the extent not supporting Indebtedness otherwise Incurred under this covenant being deemed to have a principal amount equal to the maximum potential liability of the Company and its Subsidiaries thereunder) in an aggregate principal amount not to exceed as of any date of Incurrence the greater of (A) $55.0 million, minus the amount of any permanent reduction in the amount of borrowings permitted thereunder in accordance with the terms thereof, and (B) the amount of the Borrowing Base;

        (2)   the Incurrence by the Company and the Guarantors of the Indebtedness represented by the notes and the Guarantees thereof;

        (3)   the Incurrence by the Company or any of its Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Subsidiary, in an aggregate principal amount not to exceed $5.0 million at any time outstanding;

        (4)   the Incurrence by the Company or any of its Subsidiaries of Permitted Refinancing Debt in exchange for, or the net cash proceeds of which are used to extend, refinance, renew, replace, defease or refund, Indebtedness that was permitted by the indenture to be Incurred;

        (5)   the Incurrence of intercompany Indebtedness (A) between or among the Company and any of its Wholly Owned Subsidiaries or (B) by any Subsidiary that is not a Wholly Owned Subsidiary of the Company to the Company or a Wholly Owned Subsidiary thereof; provided, however, that (1) if the Company or a Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the payment in full of all obligations with respect to the notes, in the case of the Company, or the Guarantees of the notes, in the case of a Guarantor, and (2)(A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Wholly Owned Subsidiary thereof and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Wholly Owned Subsidiary thereof shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be;

        (6)   the Incurrence by the Company or any of its Subsidiaries of Hedging Obligations that are Incurred for the purpose of fixing or hedging (A) interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of this indenture to be outstanding or (B) currency exchange risk in connection with existing financial obligations and not for purposes of speculation;

        (7)   the Incurrence by the Company or any of its Subsidiaries of Earn-out Obligations in an aggregate amount not to exceed $10.0 million at any time outstanding;

        (8)   the Incurrence of Existing Indebtedness;

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         (9)  the Incurrence by the Company or any of its Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within two business days of its Incurrence;

       (10)  the Incurrence by a Receivables Subsidiary of Indebtedness in connection with a Qualified Receivables Transaction that is without recourse (other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction) to the Company or any of its other Subsidiaries or any of their respective assets and that is not Guaranteed by the Company or any of its other Subsidiaries; and

       (11)  the Incurrence by the Company or any of its Subsidiaries of Indebtedness (in addition to Indebtedness permitted by any other clause of this paragraph) in an aggregate principal amount (or accreted value, as applicable) at any time outstanding not to exceed $20.0 million; provided, however, that the aggregate principal amount (or accreted value, as applicable) of Indebtedness that may be Incurred by any of the foreign Subsidiaries of the Company pursuant to this clause at any time outstanding may not exceed $10.0 million.

        For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (1) through (11) of the immediately preceding paragraph or under the first paragraph of this covenant, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this covenant and will only be required to include the amount and type of such Indebtedness in one of such clauses or pursuant to the first paragraph of this covenant, and may re-classify any such item of Indebtedness from time to time among such clauses or the first paragraph of this covenant, so long as such item meets the applicable criteria for such category. For avoidance of doubt, Indebtedness may be Incurred in part pursuant to one of the clauses (1) through (11) above, and in part under one or more other clauses or under the first paragraph of this covenant. Accrual of interest, accretion of accreted value and issuance of securities paid-in-kind shall not be deemed to be an Incurrence of Indebtedness for purposes of this covenant.

Liens

        The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, Incur any Lien on any asset now owned or hereafter acquired, or any income or profits therefrom, or assign or convey any right to receive income therefrom, other than Permitted Liens, unless all payments due under the indenture and the notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by such Lien or assignment or conveyance.

Dividend and Other Payment Restrictions Affecting Subsidiaries

        The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to:

         (1)  pay dividends or make any other distributions to the Company or any of its Subsidiaries with respect to its Capital Stock or any other interest or participation in, or measured by, its profits;

         (2)  pay any Indebtedness owed to the Company or any of its Subsidiaries;

         (3)  make loans or advances to the Company or any of its Subsidiaries; or

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         (4)  transfer any of its properties or assets to the Company or any of its Subsidiaries.

        However, the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of:

         (1)  Existing Indebtedness as in effect on the date of the indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the agreements governing such Indebtedness as in effect on the date of the indenture;

         (2)  the Replacement Credit Facility as in effect as of the date of the indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Replacement Credit Facility as in effect on the date of the indenture;

         (3)  the indenture and the notes;

         (4)  applicable law;

         (5)  customary non-assignment provisions in leases, licenses and other agreements entered into in the ordinary course of business and consistent with past practices;

         (6)  purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (4) of the preceding sentence on the property so acquired;

         (7)  an agreement for the sale or other disposition of all or substantially all of the Equity Interests or assets of a Subsidiary of the Company that restricts distributions or dispositions of assets by such Subsidiary pending the sale or disposition;

         (8)  Liens securing Indebtedness otherwise permitted to be Incurred pursuant to the provisions of the covenant described above under the caption "—Liens" that limit the right of Company or any of its Subsidiaries to dispose of the asset or assets subject to such Lien;

         (9)  provisions with respect to the disposition or distribution of funds or other property in partnership, joint venture and other similar agreements entered into in the ordinary course of business; or

       (10)  Permitted Refinancing Debt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced.

Merger, Consolidation or Sale of Assets

        The Company may not, in any transaction or series of related transactions:

•

merge or consolidate with or into (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to, any Person; or



•

permit any of its Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in a sale, assignment,

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conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company and its Subsidiaries, taken as a whole, unless:

        (1)   either:

        (A)  if the transaction or series of transactions is a consolidation of the Company with or a merger of the Company with or into any other Person, the Company shall be the surviving Person of such merger or consolidation; or

        (B)  the Person formed by any consolidation with or merger with or into the Company, or to which all or substantially all of the properties and assets of the Company or the Company and its Subsidiaries, taken as a whole, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States, any state thereof or the District of Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the notes and the indenture and, in each case, the indenture, as so supplemented, shall remain in full force and effect; and

        (2)   immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (including any Indebtedness Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; and

        (3)   the Company or the successor entity to the Company will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable period (but without giving effect to the costs and expenses of such transaction), be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock."

        The foregoing requirements shall not apply to any transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets by any Subsidiary to any other Subsidiary, or the merger or consolidation of any Subsidiary with or into any other Subsidiary or the Company.

        In connection with any consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition contemplated by the foregoing provisions, the Company shall deliver, or cause to be delivered, to the Trustee, an Officers' Certificate stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition and the supplemental indenture in respect thereof comply with the requirements of the indenture and an Opinion of Counsel. Each such Officers' Certificate shall set forth the manner of determination of the Company's compliance with clause (3) of the preceding paragraph.

        The successor entity shall succeed to, and be substituted for, and may exercise every right and power of the predecessor company under the indenture, and the predecessor company shall be released from all its obligations and covenants under the indenture and the notes.

Transactions with Affiliates

        The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, exchange, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any contract, agreement,

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understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless:

         (1)  such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person; and

         (2)  if such Affiliate Transaction involves an amount in excess of $1.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company disinterested with respect to such Affiliate Transaction has determined in good faith that the criteria set forth in clause (1) are satisfied and has approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Company set forth in an Officers' Certificate; and

         (3)  if such Affiliate Transaction or series of related Affiliate Transactions involves an amount in excess of $5.0 million, an opinion as to the fairness to the holders of such Affiliate Transaction from a financial point of view is issued by an accounting, appraisal or investment banking firm of national standing;

provided that:

        (a)   any employment agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary;

        (b)   transactions between or among the Company and/or its Subsidiaries;

        (c)   the payment of Earn-out Obligations pursuant to agreements entered into at such time as the recipient of such payments was not an Affiliate of the Company or such Subsidiary;

        (d)   the payment of fees to LGP in an amount not to exceed $1.0 million per fiscal year, plus any amounts available for such payments, but not paid, in prior fiscal years, from and after the date of the indenture;

        (e)   any agreement existing on the date of the indenture, as in effect on the date of the indenture, or as modified, amended or amended and restated by any modification, amendment or amendment and restatement made in compliance with the applicable provisions of clauses (1), (2) and (3) above;

        (f)    customary compensation of, and indemnity arrangements in favor of, directors of Holdings, the Company and its Subsidiaries; and

        (g)   Restricted Payments that are permitted by the provisions of the indenture described above under the caption "—Restricted Payments" and Permitted Investments;

in each case, shall not be deemed Affiliate Transactions.

Sale and Leaseback Transactions

        The Company will not, and will not permit any of its Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to any property unless:

         (1)  the Company or such Subsidiary would be entitled to (A) Incur Indebtedness in an amount equal to the Attributable Debt relating to such Sale and Leaseback Transaction pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock" and (B) Incur a Lien on such property securing such Attributable Debt without equally and ratably securing the notes pursuant to the covenant described above under the caption "—Liens;"

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         (2)  the gross cash proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value (as determined in good faith by the Board of Directors of the Company and set forth in an Officers' Certificate delivered to the Trustee) of the property that is the subject of such Sale and Leaseback Transaction; and

         (3)  the transfer of assets in such Sale and Leaseback Transaction is permitted by, and the Company applies the Net Proceeds of such transaction in compliance with, the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales."

        The foregoing provisions will not apply to transactions among the Company and any of the Guarantors, among Guarantors or among Subsidiaries of the Company that are not Guarantors.

Additional Subsidiary Guarantees

        The indenture provides that if the Company or any of its Subsidiaries shall acquire or create another domestic Subsidiary after the date of the indenture, then such newly acquired or created Subsidiary shall execute a Guarantee and deliver an Opinion of Counsel, in accordance with the terms of the indenture; provided that the foregoing provision shall not apply to any Subsidiary to the extent that the Company delivers an Opinion of Counsel stating that such Subsidiary is unable to execute a Guarantee of the notes by reason of any legal or regulatory prohibition or restriction and that such Subsidiary is not, directly or indirectly, an obligor under the Replacement Credit Facility or any other bank facility.

Limitations on Layering Indebtedness

        The indenture provides that the Guarantors will not, directly or indirectly, Incur any Indebtedness that is subordinate or junior in right of payment to the Guarantors' Guarantees of obligations under the Replacement Credit Facility and senior in any respect in right of payment to the Guarantors' Guarantees of the notes.

SEC Reports

        Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC (to the extent the SEC will accept such filings) and provide the Trustee and the holders of the notes with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such annual reports and such information, documents and other reports to be so filed and provided at the times specified for the filing thereof under such Sections.

        In addition, the Company will furnish to the holders of the notes and to prospective investors, upon request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the notes are not freely transferable under the Securities Act.

Impairment of Security Interest

        The Company will not, and will not permit any of its Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the holders of the notes; provided, however, that the taking of any action with respect to the Collateral that is not prohibited by the terms of the indenture or the pledge agreements will not be deemed to impair such security interest.

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Events of Default and Remedies

        Each of the following is an Event of Default:

         (1)  default for 30 days in the payment when due of interest on, or liquidated damages, if any, with respect to, the notes;

         (2)  default in payment when due of the principal of, or premium, if any, on, the notes;

         (3)  failure by the Company to comply with the provisions described under the captions "—Repurchase at the Option of Holders—Change of Control," "—Asset Sales," "—Certain Covenants—Restricted Payments," "—Incurrence of Indebtedness and Issuance of Preferred Stock" or "—Merger, Consolidation or Sale of Assets;"

         (4)  failure to perform any other covenant or agreement of the Company under the indenture or the notes continued for 60 days after written notice to the Company by the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding notes;

         (5)  default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Subsidiaries (or the payment of which is Guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the date of the indenture, which default (A) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness on or prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default") or (B) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $5.0 million or more;

         (6)  failure by the Company or any of its Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $5.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

         (7)  except as permitted by the indenture, any Guarantee of the notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the notes; and

         (8)  certain events of bankruptcy or insolvency with respect to the Company or any of its Subsidiaries.

        If any Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding notes may declare all the notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding notes will become due and payable without further action or notice. Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, holders of at least a majority in aggregate principal amount of the then outstanding notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, interest or liquidated damages, if any) if it determines that withholding notice is in their interest.

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        In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the notes pursuant to the optional redemption provisions of the indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the notes. If an Event of Default occurs prior to November 15, 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the notes prior to November 15, 2007, then the premium specified in the indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the notes.

        The holders of at least a majority in aggregate principal amount of the notes then outstanding by notice to the Trustee may on behalf of the holders of all of the notes waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or liquidated damages, if any, on the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment default that resulted from such acceleration).

        The Company is required to deliver to the Trustee annually a statement regarding compliance with the indenture and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee 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 Guarantees of the notes, the indenture, the registration rights agreement, the pledge agreements or the intercreditor 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 the issuance of the notes. Such waiver may not be effective to waive liabilities under the U.S. federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Governing Law

        The indenture, the Guarantees of the notes, the registration rights agreement and the notes provide that they are governed by, and are to be construed in accordance with, the laws of the State of New York without regard to the conflict of laws principles thereof. The intercreditor agreement and the pledge agreements provide that they are governed by, and are to be construed in accordance with, the laws of the State of California without regard to the conflict of laws principles thereof.

Satisfaction and Discharge

        If:

        (a)   (1) the Company will have paid or caused to be paid the principal of, premium, if any, interest and liquidated damages, if any, as and when the same will have become due and payable, (2) all outstanding notes (except lost, stolen or destroyed notes which have been replaced or paid) have been delivered to the Trustee for cancellation or (3) an irrevocable notice of redemption has been delivered in accordance with the terms of the indenture with respect to all outstanding notes and the Company has made an irrevocable deposit with the Trustee, in trust, of cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent certified public

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accountants, to pay the principal of, premium, if any, interest and liquidated damages, if any, on the outstanding notes on the applicable redemption date;

        (b)   the Company has paid all other sums payable by it under the indenture; and

        (c)   the Company has delivered an Officers' Certificate and an Opinion of Counsel stating that all conditions have been met,

the indenture will cease to be of further effect as to all outstanding notes except as to:

         (1)  rights of registration of transfer and exchange and the Company's right of optional redemption;

         (2)  substitution of apparently mutilated, defaced, destroyed, lost or stolen notes;

         (3)  rights of holders to receive payment of principal of, premium, if any, interest and liquidated damages, if any, on the notes;

         (4)  rights, obligations and immunities of the Trustee under the indenture; and

         (5)  rights of the holders of the notes as beneficiaries of the indenture with respect to any property deposited with the Trustee payable to all or any of them.

Defeasance

        The indenture provides that, at the Company's option:

         (1)  if applicable, the Company will be discharged from any and all obligations in respect of the outstanding notes; or

         (2)  if applicable, the Company may omit to comply with certain restrictive covenants, and that such omission shall not be deemed to be a Default or an Event of Default under the indenture and the notes;

in either case (1) or (2) upon irrevocable deposit with the Trustee, in trust, of cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent certified public accountants, to pay the principal of, premium, if any, interest and liquidated damages, if any, on the outstanding notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the notes are being defeased to Stated Maturity or to a particular redemption date. With respect to clause (2), the obligations under the indenture (other than with respect to such covenants) and the Events of Default (other than the Events of Default relating to such covenants) shall remain in full force and effect.

        Such trust may only be established if, among other things:

        (a)   with respect to clause (1), the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; or, with respect to clause (2), the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on

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the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;

        (b)   no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;

        (c)   such deposit, defeasance and discharge or deposit and defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

        (d)   the Company must have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, the trust funds will not be avoidable as a preferential transfer under any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally;

        (e)   the Company must have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the holders of the notes over the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and

        (f)    the Company must have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the indenture relating to the deposit, defeasance and discharge or the deposit and defeasance have been complied with.

Transfer and Exchange

        A holder may transfer or exchange notes in accordance with the indenture. The registrar of the notes and the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a holder to pay any taxes and fees required by law or permitted by the indenture. The Company is not required to transfer or exchange any note selected for redemption. Also, the Company is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed. The registered holder of a note will be treated as the owner of it for all purposes.

Amendment, Supplement and Waiver

        Except as provided below, the indenture or the notes may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the notes), and any existing default or compliance with any provision of the indenture or the notes may be waived with the consent of the holders of at least a majority in aggregate principal amount of the then outstanding notes (including consents obtained in connection with purchase of, or tender offer or exchange offer for, the notes).

        Without the consent of each holder affected, an amendment or waiver may not (with respect to any notes held by a non-consenting holder):

         (1)  reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

         (2)  reduce the principal of, premium, if any, or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption "—Repurchase at the Option of Holders");

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         (3)  reduce the rate of or change the time for payment of interest or liquidated damages, if any, on any note;

         (4)  waive a Default or Event of Default in the payment of principal of, premium, if any, interest or liquidated damages, if any, on the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment default that resulted from such acceleration);

         (5)  make any note payable in money other than that stated in the notes;

         (6)  make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, premium, if any, interest or liquidated damages, if any, on the notes;

         (7)  waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption "—Repurchase at the Option of Holders"); or

         (8)  make any change in the foregoing amendment and waiver provisions.

        Without the consent of at least 75% in aggregate principal amount of the notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the notes), no amendment, supplement or waiver to the indenture may make any change in the provisions described above under the captions "—Repurchase at the Option of Holders—Change of Control" and "—Asset Sales" that adversely affect the rights of any holder of the notes.

        Notwithstanding the foregoing, without the consent of any holder of notes, the Company and the Trustee may amend or supplement the indenture or the notes to:

         (1)  cure any ambiguity, defect or inconsistency;

         (2)  provide for uncertificated notes in addition to or in place of certificated notes;

         (3)  provide for the assumption of the Company's obligations to holders of notes in the case of a merger or consolidation;

         (4)  make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the indenture of any such holder;

         (5)  comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust indenture Act; or

         (6)  to provide for the issuance of additional notes in accordance with the limitations set forth in the indenture.

Concerning the Trustee

        The indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; provided, however, that if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign. U.S. Bank National Association is syndication agent and a lender under the Replacement Credit Facility and has in the past engaged, and may in the future engage, in other commercial banking transactions with us. Pursuant to the Trust Indenture Act of 1939, upon the occurrence of a default with respect to the notes, U.S. Bank National Association may be deemed to have a conflicting interest by virtue of its lending and other business relationships with us. In that event, U.S. Bank National Association would be required to resign or eliminate the conflicting interest.

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        The holders of at least a majority in aggregate principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. If an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of the notes, unless such holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense and then only to the extent required by the terms of the indenture.

Book-Entry, Delivery and Form

        Except as set forth below, the new notes will be issued in registered, global form in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

        The new notes initially will be issued in the form of global securities in book-entry form. The new notes will be deposited upon issuance with the Trustee, as custodian for The Depository Trust Company ("DTC"), in New York, New York, and registered in the name of DTC or its nominee, and DTC or its nominee will initially be the sole registered holder of the new notes for all purposes under the indenture. Unless it is exchanged in whole or in part for debt securities in definitive form as described below, a global security may not be transferred. However, transfers of the whole security between DTC and its nominee or their respective successors are permitted.

        Upon the issuance of a global security, DTC or its nominee will credit on its internal system the principal amount of the individual beneficial interest represented by the global security acquired by the persons in sale of the notes. Ownership of beneficial interests in a global security will be limited to persons that have accounts with DTC or persons that hold interests through participants. Ownership of beneficial interests will be shown on, and the transfer of such ownership will be effected only through, records maintained by DTC or its nominee with respect to interests of participants and the records of participants with respect to interests of persons other than participants. The laws of some jurisdictions require that some purchasers of securities take physical delivery of the securities in definitive form. These limits and laws may impair the ability to transfer beneficial interests in a global security. Principal and interest payments on global securities registered in the name of DTC's nominee will be made in immediate available funds to DTC's nominee as the registered owner of the global securities. The Company and the Trustee will treat DTC's nominee as the owner of the global securities for all other purposes as well. Accordingly, the Company, the Trustee, any paying agent and the initial purchasers will have no direct responsibility or liability for any aspect of the records relating to payments made on account of beneficial interests in the global securities or for maintaining, supervising or reviewing any records relating to these beneficial interests. It is DTC's current practice, upon receipt of any payment of principal or interest, to credit direct participants' accounts on the payment date according to their respective holdings of beneficial interests in the global securities. These payments will be the responsibility of the direct and indirect participants and not of DTC, the Company, the Trustee or the initial purchasers.

        So long as DTC or its nominee is the registered owner or holder of the global security, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the notes represented by the global security for the purposes of:

         (1)  receiving payment on the notes;

         (2)  receiving notices; and

         (3)  for all other purposes under the indenture and the notes.

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        Beneficial interests in the new notes will be evidenced only by, and transfers of the new notes will be effected only through, records maintained by DTC and its participants.

        Except as described above, owners of beneficial interests in a global security will not be entitled to receive physical delivery of certificated notes in definitive form and will not be considered the holders of the global security for any purposes under the indenture. Accordingly, each person owning a beneficial interest in a global security must rely on the procedures of DTC. In addition, if that person is not a participant, the person must rely on the procedures of the participant through which that person owns its interest, to exercise any rights of a holder under the indenture. Under existing industry practices, if the Company requests any action of holders or an owner of a beneficial interest in a global security desires to take any action under the indenture, DTC would authorize the participants holding the relevant beneficial interest to take that action. The participants then would authorize beneficial owners owning through the participants to take the action or would otherwise act upon the instructions of beneficial owners owning through them.

        DTC has advised the Company that it will take any action permitted to be taken by a holder of notes only at the direction of one or more participants to whose account DTC interests in the global security are credited. Further, DTC will take action only as to the portion of the aggregate principal amount of the notes as to which the participant or participants has or have given the direction.

        DTC has provided the following information to us. DTC is a:

         (1)  limited-purpose trust company organized under the New York Banking Law;

         (2)  a banking organization within the meaning of the New York Banking Law;

         (3)  a member of the United States Federal Reserve System;

         (4)  a clearing corporation within the meaning of the New York Uniform Commercial Code; and

         (5)  a clearing agency registered under the provisions of Section 17A of the Securities Exchange Act.

        DTC has further advised us that:

         (1)  DTC holds securities that its direct participants deposit with DTC and facilitates the settlement among direct participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in direct participants' accounts, thereby eliminating the need for physical movement of securities certificates;

         (2)  direct participants include securities brokers and dealers, trust companies, clearing corporations and other organizations;

         (3)  DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc.;

         (4)  access to the DTC system is also available to indirect participants such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly; and

         (5)  the rules applicable to DTC and its direct and indirect participants are on file with the SEC.

        Although DTC has agreed to the procedures described above in order to facilitate transfers of interests in global securities among participants of DTC, it is under no obligation to perform these procedures, and the procedures may be discontinued at any time. None of the Company, the Trustee, any agent of the Company or the initial purchasers will have any responsibility for the performance by DTC or its direct or indirect participants of their respective obligations under the rules and procedures governing their operations, including maintaining, supervising or reviewing the records relating to, payments made on account of, or beneficial ownership interests in, global notes.

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        According to DTC, the foregoing information with respect to DTC has been provided to its participants and other members of the financial community for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind. We have provided the foregoing descriptions of the operations and procedures of DTC solely as a matter of convenience. DTC's operations and procedures are solely within DTC's control and are subject to change by DTC from time to time. Neither we, the initial purchasers nor the Trustee take any responsibility for these operations or procedures, and you are urged to contact DTC or its participants directly to discuss these matters.

Certain Definitions

        Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

"Acquired Debt" means with respect to any specified Person:

         (1)  Indebtedness of any other Person existing at the time such other Person was merged with or into or became a Subsidiary of such specified Person, including, without limitation, Indebtedness Incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Subsidiary of such specified Person; and

         (2)  Indebtedness secured by a Lien encumbering any asset acquired by such specified Person at the time such asset is acquired by such specified Person.

"Administrative Agent" means Wells Fargo Bank, National Association, or any successor thereto, as administrative agent under the Replacement Credit Facility.

"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; providedthat beneficial ownership of 10% or more of the voting securities of a Person shall be deemed to be control.

"Asset Sale" means:

         (1)  the sale, lease, transfer, conveyance or other disposition of any assets (including, without limitation, by way of a Sale and Leaseback Transaction) other than sales of inventory in the ordinary course of business consistent with past practices (provided that the sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption "—Repurchase at the Option of Holders—Change of Control" and/or the provisions described under the caption "—Certain Covenants—Merger, Consolidation or Sale of Assets" and not by the provisions described under the caption "—Repurchase at the Option of Holders—Asset Sales"); and

         (2)  the issue or sale by the Company or any of its Subsidiaries of Equity Interests of any of the Company's Subsidiaries,

in the case of either clause (1) or (2), whether in a single transaction or a series of related transactions:

        (A)  that have a fair market value in excess of $1.0 million; or

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        (B)  for Net Proceeds in excess of $1.0 million.

        Notwithstanding the foregoing, none of the following will be deemed to be an Asset Sale:

         (1)  a transfer of assets by the Company to a Wholly Owned Subsidiary of the Company that is a Guarantor or by a Subsidiary of the Company to the Company or to another Wholly Owned Subsidiary of the Company;

         (2)  an issuance of Equity Interests by a Subsidiary to the Company or to a Wholly Owned Subsidiary of the Company;

         (3)  a Restricted Payment that is permitted by the covenant described above under the caption "—Certain Covenants—Restricted Payments" or a Permitted Investment;

         (4)  the Incurrence of Permitted Liens and the disposition of assets subject to such Liens by or on behalf of the Person holding such Liens;

         (5)  the sale of accounts receivable pursuant to a Qualified Receivables Transaction; and

         (6)  any disposition of cash or Cash Equivalents.

"Attributable Debt" in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP) of the total obligations of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended or may, at the option of the lessor, be extended).

"Borrowing Base" means the sum of the following for each of the Company and its Subsidiaries:

         (1)  100% of cash held overnight in store safes;

         (2)  100% of balances held in store accounts;

         (3)  100% of checks held in store safes;

         (4)  100% of clearing house transfers initiated on the previous day and transfers of same-day funds to be credited to store accounts;

         (5)  100% of cash held overnight by armored car carriers;

         (6)  100% of eligible government receivables in respect of government contracts; and

         (7)  100% of cash balances held in demand deposit accounts and/or investment accounts.

        The Borrowing Base shall not include any items that have been sold or that have been pledged or deposited in respect of Indebtedness, and shall be determined by the Company upon each Incurrence of Indebtedness, and such determination shall be conclusive so long as it is made in good faith.

"Capital Lease Obligation" of any Person means the obligations of such Person to pay rent or other amounts under a lease of (or other Indebtedness arrangements conveying the right to use) real or personal property which are required to be classified and accounted for as a capital lease or a liability on the face of a balance sheet of such Person determined in accordance with GAAP and the amount of such obligations shall be the capitalized amount thereof in accordance with GAAP and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease or other arrangement prior to the first date upon which such lease or other arrangement may be terminated by the lessee without payment of a penalty.

"Capital Stock" means:

         (1)  in the case of a corporation, corporate stock;

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         (2)  in the case of an association or business entity other than a corporation, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

         (3)  in the case of a partnership, partnership interests (whether general or limited); and

         (4)  any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

"Cash Equivalents" means:

         (1)  U.S. Government Obligations having maturities of not more than twelve months from the date of acquisition;

         (2)  certificates of deposit and eurodollar time deposits with maturities of twelve month or less from the date of acquisition, bankers' acceptances with maturities not exceeding six months and overnight bank deposits, in each case with any lender party to the Replacement Credit Facility or with any domestic commercial bank having capital and surplus in excess of $500.0 million;

         (3)  repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (1) and (2) above entered into with any financial institution meeting the qualifications specified in clause (2) above;

         (4)  commercial paper having the highest rating obtainable from Moody's Investors Service, Inc. or Standard & Poor's Ratings Group; and

         (5)  money market funds registered with the SEC and meeting the requirements of Section 2(a)(7) of the Investment Company Act of 1940, as amended, and, in each case, maturing within six months after the date of acquisition.

"Change of Control" means the occurrence of any of the following:

         (1)  the sale, conveyance, transfer, lease or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than LGP;

         (2)  the adoption of a plan relating to the liquidation or dissolution of the Company;

         (3)  the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above), other than LGP, becomes the "beneficial owner" (as such term is defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (3) such person shall be deemed to have "beneficial ownership" of all shares that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the voting stock of Holdings or the Company; or

         (4)  the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors.

"Consolidated Cash Flow" means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus:

         (1)  an amount equal to any extraordinary or non-recurring loss, to the extent that such losses were deducted in computing such Consolidated Net Income; plus

         (2)  an amount equal to any net loss realized in connection with an Asset Sale, the disposition of any securities by such Person or any of its Subsidiaries or the extinguishment of any

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Indebtedness by such Person or its Subsidiaries, to the extent such losses were deducted in computing such Consolidated Net Income; plus

         (3)  provision for taxes based on income or profits of such Person and its Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

         (4)  consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges Incurred in respect of letter of credit or bankers' acceptance financings, and net payments (if any) pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus

         (5)  depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash charges were deducted in computing such Consolidated Net Income; minus

         (6)  all non-cash items to the extent that such non-cash items increased Consolidated Net Income for such period.

        Notwithstanding the foregoing, the provision for taxes based on income or profits of, and the depreciation and amortization and other non-cash charges of, a Subsidiary of a Person shall be added to Consolidated Net Income to compute Consolidated Cash Flow only to the extent (and in the same proportion) that the Net Income of such Subsidiary was included in calculating the Consolidated Net Income of such Person.

"Consolidated Net Income" means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided that:

         (1)  the Net Income (but not loss) of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the referent Person or a Wholly Owned Subsidiary thereof;

         (2)  the Net Income of any Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders; and

         (3)  the cumulative effect of a change in accounting principles shall be excluded.

"Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Company who (1) was a member of such Board of Directors on the date of the indenture or (2) was nominated for election or elected to such Board of Directors with the approval, recommendation or endorsement of a majority of the directors who were members of such Board of

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Directors on the date of the indenture or whose nomination or election to the Board of Directors was previously so approved.

"Default" means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

"Disqualified Stock" means any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature.

"Earn-out Obligations" means contingent payment obligations of the Company or any of its Subsidiaries Incurred in connection with the acquisition of assets or businesses, which obligations are payable based on the performance of the assets or businesses so acquired; provided that the amount of such obligations outstanding at any time shall be measured by the maximum amount potentially payable thereunder without regard to performance criteria, the passage of time or other conditions.

"Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

"Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended.

"Existing Holdings Notes" means the 13.0% Senior Discount Notes due 2006 of Holdings.

"Existing Indebtedness" means (1) Indebtedness of National Money Mart Company in an amount not to exceed the amount committed as of the date of the indenture under that certain First Bank Overdraft Lending Agreement, dated as of March 1, 2001, between National Money Mart Company and the Bank of Montreal; (2) Indebtedness of Dollar Financial U.K. Limited in an amount not to exceed the amount committed as of the date of the indenture under that certain Multi Line Facility Agreement, dated as of January 20, 2003, between Dollar Financial U.K. Limited and National Westminster Bank Plc, as amended by that certain Letter Agreement, dated October 10, 2003, by and between Dollar Financial U.K. Limited and the Royal Bank of Scotland Plc, acting as agent for National Westminster Bank Plc; (3) Indebtedness of the Company and Instant Cash Loans Limited in an amount not to exceed the amount committed as of the date of the indenture under that certain Participation and Servicing Agreement, dated as of November 15, 2002, among Archbrook Holdings International, LLC, Instant Cash Loans Limited and the Company; and (4) any other Indebtedness of the Company or any of its Subsidiaries outstanding on the date of the indenture until such Indebtedness is repaid.

"Fixed Charge Coverage Ratio" means with respect to any Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Company or any of its Subsidiaries Incurs or redeems any Indebtedness (other than revolving credit borrowings) or issues or redeems Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence or redemption of Indebtedness, or such issuance or redemption of Preferred Stock (including the application of any proceeds therefrom), as if the same had occurred at the beginning of the applicable four-quarter reference period. In addition, for purposes of making the computation referred to above:

         (1)  acquisitions that have been made by the Company or any of its Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the

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Calculation Date shall be deemed to have occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated to include the Consolidated Cash Flow of the acquired entities (adjusted to exclude (A) the cost of any compensation, remuneration or other benefit paid or provided to any employee, consultant, Affiliate or equity owner of the acquired entities to the extent such costs are eliminated and not replaced and (B) the amount of any reduction in general, administrative or overhead costs of the acquired entities, in each case, as determined in good faith by an officer of the Company);

         (2)  the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded; and

         (3)  the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the referent Person or any of its Subsidiaries following the Calculation Date.

"Fixed Charges" means, with respect to any Person for any period, the sum of, without duplication:

         (1)  the consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges Incurred in respect of letter of credit or bankers' acceptance financings, and net payments (if, any) pursuant to Hedging Obligations); and

         (2)  the consolidated interest expense of such Person and its Subsidiaries that was capitalized during such period; and

         (3)  any interest expense on Indebtedness of another Person to the extent that such Indebtedness is Guaranteed by such Person or one of its Subsidiaries or secured by a Lien on the assets of such Person or one of its Subsidiaries (whether or not such Guarantee or Lien is called upon); and

         (4)  the product of (A) all cash dividend payments (and non-cash dividend payments in the case of a Person that is a Subsidiary) on any series of Preferred Stock of such Person, times (B) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

"GAAP" means generally accepted accounting principles in the United States of America as in effect on the date of the indenture, including those set forth in:

         (1)  the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;

         (2)  the statements and pronouncements of the Financial Accounting Standards Board;

         (3)  such other statements by such other entity as have been approved by a significant segment of the accounting profession; and

         (4)  the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

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"Guarantee" by any Person means any obligation, contingent or otherwise, of such Person guaranteeing any Indebtedness or other obligation of any other Person (the "primary obligor") in any manner, whether directly or indirectly, and including any obligation of such Person to:

•

purchase or pay (or advance or supply funds for the purchase or payment) of such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness;



•

purchase property, securities or services for the purposes of assuring the holder of such Indebtedness of the payment of such Indebtedness; or



•

maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness;

provided, however, that the Guarantee by any Person shall not include endorsements by such Person for collection or deposit, in either case, in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning.

"Guarantors" means each of: (1) Holdings, DFG International, Inc., DFG World, Inc., Any Kind Check Cashing Centers, Inc., Cash Unlimited of Arizona, Inc., Check Mart of Louisiana, Inc., Check Mart of New Mexico, Inc., Check Mart of Pennsylvania, Inc., Check Mart of Texas, Inc., Check Mart of Wisconsin, Inc., Dollar Financial Insurance Corp., Financial Exchange Company of Ohio, Inc., Financial Exchange Company of Pennsylvania, Inc., Financial Exchange Company of Pittsburgh, Inc., Financial Exchange Company of Virginia, Inc., Loan Mart of Oklahoma, Inc., Monetary Management Corporation of Pennsylvania, Monetary Management of California, Inc., Monetary Management of Maryland, Inc., Monetary Management of New York, Inc., Money Mart Express, Inc., Moneymart, Inc., Pacific Ring Enterprises, Inc. and QTV Holdings, Inc., and (2) any other domestic Subsidiary of the Company that executes a Guarantee in accordance with the provisions of the indenture, and their respective successors and assigns.

"Holdings" means DFG Holdings, Inc., a Delaware corporation and the 100% owner of the Company.

"Incur" means, with respect to any Indebtedness or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume (pursuant to a merger, consolidation, acquisition or other transaction), Guarantee or otherwise become liable in respect of such Indebtedness or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Indebtedness or other obligation on the balance sheet of such Person (and "Incurrence" and "Incurred" shall have meanings correlative to the foregoing); provided, however, that a change in GAAP that results in an obligation of such Person that exists at such time becoming Indebtedness shall not be deemed an Incurrence of such Indebtedness; provided, further, that the accretion of original issue discount on Indebtedness shall not be deemed to be an Incurrence of Indebtedness. Indebtedness otherwise Incurred by a Person before it becomes a Subsidiary of the Company shall be deemed to have been Incurred at the time it becomes such a Subsidiary.

"Indebtedness" means (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person and whether or not contingent:

         (1)  every obligation of such Person for money borrowed, including, without limitation, in each case, premium, interest (including interest accruing subsequent to the filing of, or which would have accrued but for the filing of, a petition for bankruptcy, whether or not such interest is an allowable claim in such bankruptcy proceeding), fees and expenses related thereto;

         (2)  every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, including obligations Incurred in connection with the acquisition of property, assets or businesses;

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         (3)  every reimbursement obligation of such Person with respect to letters of credit, banker's acceptances or similar facilities issued for the account of such Person;

         (4)  every obligation of such Person issued or assumed as the deferred purchase price of property or services (but excluding trade payables, credit on open account, provisional credit, accrued liabilities or similar terms arising in the ordinary course of business which are not overdue or which are being contested in good faith);

         (5)  every Capital Lease Obligation of such Person;

         (6)  the maximum fixed redemption or repurchase price of Disqualified Stock of such Person at the time of determination plus accrued but unpaid dividends;

         (7)  every net payment obligation of such Person under interest rate swap, cap, collar or similar agreements or foreign currency hedge, exchange or similar agreements of such Person (collectively, "Hedging Obligations"); and

         (8)  every obligation of the type referred to in clauses (1) through (7) of another Person and all dividends of another Person the payment of which, in either case, such Person has Guaranteed or is liable, directly or indirectly, as obligor, Guarantor or otherwise, to the extent of such Guarantee or other liability.

"Investments" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of direct or indirect loans (including Guarantees of Indebtedness or other obligations), advances or capital contributions (excluding commissions, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP; provided that an acquisition of assets, Equity Interests or other securities by the Company for consideration consisting of common equity securities of the Company shall not be deemed to be an Investment. If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a direct or indirect Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of.

        "LGP" means Leonard Green & Partners, L.P. and any affiliated investment fund managed by it.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

"Net Income" means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends, excluding, however, (1) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with (A) any Asset Sale (including, without limitation, dispositions pursuant to Sale and Leaseback Transactions) or (B) the disposition of any securities by such Person or any of its Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Subsidiaries and (2) any extraordinary or nonrecurring gain (but not loss), together with any related provision for taxes on such extraordinary or nonrecurring gain (but not loss).

"Net Proceeds" means the aggregate cash proceeds received by the Company or any of its Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale

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or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions) and any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

"New Holdings Notes" means the 16.0% Senior Notes due 2012 and the 13.95% Senior Subordinated Notes due 2012 of Holdings.

"New Holdings Notes Purchase Agreements" means the Purchase Agreements, each dated as of the date of the indenture, with respect to the New Holdings Notes.

"Officers' Certificate" means a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President or any Vice President, and by the Director of Finance, Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company and delivered to the Trustee.

"Opinion of Counsel" means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

"Permitted Investments" means:

         (1)  any Investment in the Company or in a Wholly Owned Subsidiary of the Company that is engaged in a line of business the same as, or similar or related to, the line of business the Company and its Subsidiaries were engaged in on the date of the indenture;

         (2)  any Investment in cash or Cash Equivalents or the notes;

         (3)  any Investment by the Company or any Subsidiary of the Company in a Person, if as a result of such Investment (A) such Person becomes a Wholly Owned Subsidiary of the Company that is engaged in a line of business the same as, or similar or related to, the line of business the Company and its Subsidiaries were engaged in on the date of the indenture or (B) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Wholly Owned Subsidiary of the Company that is engaged in a line of business the same as, or similar or related to, the line of business the Company and its Subsidiaries were engaged in on the date of the indenture;

         (4)  any Restricted Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales";

         (5)  advances to employees of the Company and its Subsidiaries in the ordinary course of business;

         (6)  Investments received in settlement of bona fide disputes or as distributions in bankruptcy, insolvency or similar proceedings; and

         (7)  other Investments in any Person (other than Holdings or an Affiliate of Holdings that is not also a Subsidiary of the Company) having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, not to exceed $5.0 million.

"Permitted Liens" means:

         (1)  Liens securing Indebtedness under the Replacement Credit Facility that was permitted by the terms of the indenture to be Incurred;

125

         (2)  Liens in favor of the Company;

         (3)  Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company;

         (4)  Liens on property existing at the time of acquisition thereof by the Company or any Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such acquisition;

         (5)  Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature Incurred in the ordinary course of business;

         (6)  Liens securing Indebtedness (including Capital Lease Obligations) permitted by clause (3) of the second paragraph of the covenant entitled "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" covering only the assets acquired with such Indebtedness and directly related assets such as proceeds (including insurance proceeds), products, replacements, substitutions and accessions thereto;

         (7)  Liens existing on the date of the indenture and replacement Liens that do not encumber additional assets, unless such encumbrance is otherwise permitted;

         (8)  Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

         (9)  Liens Incurred in the ordinary course of business of the Company or any Subsidiary of the Company with respect to obligations that do not exceed $5.0 million at any one time outstanding and that (A) are not Incurred in connection with the borrowing of money or the obtaining of advances or credit (other than trade credit in the ordinary course of business) and (B) do not in the aggregate materially detract from the value of the property or materially impair the use thereof in the operation of business by the Company or such Subsidiary;

       (10)  Liens securing Permitted Refinancing Debt, provided that the Company was permitted to Incur Liens with respect to the Indebtedness so refinanced;

       (11)  statutory and common law Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other similar Liens arising in the ordinary course of business with respect to amounts that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

       (12)  Liens arising from filings of Uniform Commercial Code financing statements or similar documents regarding leases or otherwise for precautionary purposes relating to arrangements not constituting Indebtedness;

       (13)  Liens securing compensation, reimbursement and indemnification obligations of the Company or any of its Subsidiaries in favor of the Trustee under the indenture, and in favor of trustees or comparable representatives under other indentures, agreements or instruments governing Indebtedness permitted to be Incurred by the covenant described above under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;" and

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       (14)  Liens on assets of a Receivables Subsidiary arising in connection with a Qualified Receivables Transaction.

"Permitted Refinancing Debt" means any Indebtedness of the Company or any of its Subsidiaries issued in exchange for, or the net cash proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Subsidiaries; providedthat:

         (1)  the principal amount (or accreted value, if applicable) of such Permitted Refinancing Debt does not exceed the principal amount and premium, if any, plus accrued interest (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable expenses Incurred in connection therewith);

         (2)  such Permitted Refinancing Debt has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

         (3)  if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the notes, such Permitted Refinancing Debt has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

         (4)  such Indebtedness is Incurred either by the Company or by the Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded or would otherwise be permitted to Incur such Indebtedness.

"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock corporation, trust, unincorporated organization or government or agency or political subdivision thereof or any other entity.

"Preferred Stock" as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

"Public Equity Offering" means any underwritten public offering of common equity securities or units including or representing common equity securities of the Company or Holdings for cash, provided that at the time of or upon consummation of such offering, such common equity securities or units of the Company or Holdings are listed on a national securities exchange or quoted on the National Market System of The Nasdaq Stock Market, Inc.

"Qualified Receivables Transaction" means any transaction or series of transactions entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries sells, conveys or otherwise transfers to (1) a Receivables Subsidiary (in the case of a transfer by the Company or any of its Subsidiaries) or (2) any other Person (in the case of a transfer by a Receivables Subsidiary), or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of the Company or any of its Subsidiaries and any related assets, including all collateral securing such accounts receivable, all contracts and Guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

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"Receivables Subsidiary" means a Wholly Owned Subsidiary of the Company which engages in no activities other than in connection with the financing of accounts receivable and which is designated by the Board of Directors of the Company (as provided below) as a Receivables Subsidiary:

         (1)  no portion of the Indebtedness or any other obligations (contingent or otherwise) of which:

        (a)   is Guaranteed by the Company or any of its other Subsidiaries (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction),

        (b)   is recourse to or obligates the Company or any of its other Subsidiaries in any way other than pursuant to representations, warranties, covenants and indemnities entered into in connection with a Qualified Receivables Transaction or

        (c)   subjects any property or asset of the Company or any of its other Subsidiaries, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction;

         (2)  with which neither the Company nor any of its other Subsidiaries has any material contract, agreement or understanding other than (a) sales of accounts receivable and related assets to such Subsidiary and other transactions within the customary parameters of asset securitization transactions involving accounts receivable, (b) transactions on terms no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company and (c) customary transaction costs, fees and expenses Incurred in connection with asset securitization transactions involving accounts receivable and fees payable in the ordinary course of business in connection with servicing accounts receivable; and

         (3)  with which neither the Company nor any of its other Subsidiaries has any obligation to maintain or preserve such Subsidiary's financial condition or cause such Subsidiary to achieve certain levels of operating results.

        Any such designation by the Board of Directors of the Company will be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officer's Certificate certifying that such designation complied with the foregoing conditions.

"Replacement Credit Facility" means that certain Second Amended and Restated Credit Agreement, dated as of the date of the indenture, by and among the Company, Holdings and the lenders from time to time party thereto, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, restated, renewed, refunded, replaced or refinanced from time to time (with the same or different lenders and agents).

"Restricted Investment" means an Investment other than a Permitted Investment.

"Sale and Leaseback Transaction" means an arrangement relating to property owned by the Company or one of its Subsidiaries on the date of the indenture or thereafter acquired by the Company or one of its Subsidiaries whereby the Company or such Subsidiary transfers such property to a Person and the Company or such Subsidiary leases it from such Person.

"SEC" means the Securities and Exchange Commission, or any successor agency thereto.

"Securities Act" means the U.S. Securities Act of 1933, as amended.

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"Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary," as defined under Rule 1-02 of Regulation S-X promulgated by the SEC as such regulation is in effect on the date of the indenture.

"Stated Maturity" when used with respect to any security or any installment of interest thereon, means the date specified in such security as the fixed date on which the principal of such security or such installment of interest is due and payable.

"Subsidiary" means, with respect to any Person, (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person (or a combination thereof) and (2) any partnership (A) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (B) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

"U.S. Government Obligation" means:

         (1)  any security which is: a direct obligation of the United States of America the payment of which the full faith and credit of the United States of America is pledged or an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, which, in either case, is not callable or redeemable at the option of the issuer thereof; and

         (2)  any depository receipt issued by a bank (as defined in the Securities Act) as custodian with respect to any U.S. Government Obligation and held by such bank for the account of the holder of such depository receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depository receipt.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

         (1)  the sum of the products obtained by multiplying (A) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (B) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by

         (2)  the then outstanding principal amount of such Indebtedness.

"Wholly Owned Subsidiary" of any Person means a Subsidiary of such Person all of the outstanding Capital Stock of which (other than directors' qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person (or any combination thereof).

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CERTAIN TAX CONSIDERATIONS

        The following is a summary of certain U.S. federal income tax consequences of the purchase, ownership and disposition of the notes by an investor who acquires the new notes pursuant to this exchange.

        This summary assumes that investors will hold their notes as "capital assets" under the U.S. Internal Revenue Code of 1986, as amended (the "Code"), and does not discuss special situations, such as those of financial institutions, insurance companies, broker-dealers, partnerships or other pass-through entities, tax-exempt organizations, certain former citizens or former long term residents of the United States or persons holding notes as part of a hedging or conversion transaction, straddle, constructive sale or synthetic security transaction or U.S. Holders (as defined below) that have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. Furthermore, this summary is based upon provisions of the Code and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked or modified, possibly with retroactive effect, so as to result in U.S. federal income tax consequences different from those discussed below. In addition, except as otherwise indicated, the following does not consider the effect of any applicable foreign, state or local tax laws or estate or gift tax considerations.

        This summary addresses tax consequences relevant to a holder of notes that is either a U.S. Holder or a Non-U.S. Holder. A "U.S. Holder" is a beneficial owner of a note who is for U.S. federal income tax purposes an individual who is a citizen or resident of the United States, a corporation or other entity taxable as a corporation for U.S. federal income tax purposes created in, or organized under the laws of, the United States or any state or political subdivision thereof, an estate the income of which is subject to U.S. federal income taxation regardless of its source, or a trust the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or that was in existence on August 20, 1996, was treated as a U.S. person under the Code on that date and has made a valid election to be treated as a U.S. person under the Code. A "Non-U.S. Holder" is a beneficial owner of a note that is, for U.S. federal income tax purposes, not a U.S. Holder. If a partnership, including for this purpose any entity treated as a partnership for U.S. federal income tax purposes, is a beneficial owner of the notes, the treatment of a partner in the partnership will generally depend upon the status of the partner and upon the activities of the partnership. A holder of the notes that is a partnership and partners in such partnership should consult their tax advisors about the U.S. federal income tax consequences of the purchase, ownership and disposition of the notes.

EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS TAX ADVISOR REGARDING THE UNITED STATES FEDERAL, STATE, LOCAL, ESTATE AND FOREIGN INCOME AND OTHER TAX CONSIDERATIONS OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES.

Exchange Offer

        Pursuant to the exchange offer holders are entitled to exchange the old notes for the new notes that will be substantially identical in all material respects to the old notes, except that the new notes will be registered and therefore will not be subject to transfer restrictions and will not provide for registration rights or liquidated damages. The exchange pursuant to the exchange offer as described above will not result in a taxable exchange to us or any U.S. Holder of a note. Accordingly:

(1)

no gain or loss will be realized by a U.S. Holder upon receipt of a new note;



(2)

the holding period of the new note will include the holding period of the old note exchanged thereof;

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(3)

the adjusted tax basis of the new notes will be the same as the adjusted tax basis of the old notes exchanged at the time of the exchange; and



(4)

a U.S. Holder will continue to take into account income in respect of a new note in the same manner as before the exchange.

United States Federal Income Tax Considerations for U.S. Holders

Payments of Interest

        Interest on the notes will be taxable to a U.S. Holder as ordinary income at the time it is paid or accrued in accordance with the U.S. Holder's regular method of accounting for U.S. federal income tax purposes.

Sale, Redemption, Retirement or Other Taxable Disposition of the Notes

        Unless a non-recognition event applies, upon the sale, redemption, retirement or other taxable disposition of a note, the U.S. Holder will generally recognize gain or loss in an amount equal to the difference between (1) the amount of cash and the fair market value of other property received in exchange therefor and (2) the holder's adjusted tax basis in such note. Amounts attributable to accrued but unpaid interest on the notes will be treated as ordinary interest income. A U.S. Holder's adjusted tax basis in a note will equal the purchase price paid by such U.S. Holder for the note increased by the amount of any market discount, if any, that the U.S. Holder elected to include in income and decreased by the amount of any amortizable bond premium applied to reduce interest on the notes.

        Gain or loss realized on the sale, exchange, retirement or other taxable disposition of a note will be capital gain or loss and will be long-term capital gain or loss if at the time of sale, exchange, retirement or other taxable disposition, the note has been held by the U.S. Holder for more than 12 months. The deductibility of capital losses is subject to certain limitations.

Payments of Liquidated Damages

        If, within the applicable period after the original issuance of the old notes, we have not filed an exchange offer registration statement or a shelf registration statement with respect to the new notes or such registration statement has not become effective within the time period required by the registration rights agreement, or if we otherwise default with respect to our obligations under the registration rights agreement, liquidated damages shall become payable in cash with respect to the old notes. See "Description of the Notes—Registration Rights; Liquidated Damages." Although the characterization of liquidated damages is uncertain, because the possibility of the payment of liquidated damages is remote, the company intends to take the position that such liquidated damages are generally not includible in income before they are fixed or paid. Based on such position, if the obligation to pay liquidated damages becomes fixed or paid, it should be included in the U.S. Holder's gross income in accordance with such holder's regular method of accounting for federal income tax purposes.

Market Discount

        Subject to a de minimus exception, a U.S. Holder purchases a note with a "market discount" when he or she purchases a note for an amount below the issue price. Under the market discount rules, a U.S. Holder will be required to treat any partial principal payment on, or any gain on the sale, exchange, retirement or other disposition of, a note as ordinary income to the extent of the market discount which has not previously been included in income and is treated as having accrued on such note at the time of such payment or disposition. In addition, the U.S. Holder may be required to defer, until the maturity of the note or its earlier disposition in a taxable transaction, the deduction of a

131

portion of the interest expense on any indebtedness incurred or continued to purchase or carry such notes.

        Any market discount will be considered to accrue ratably during the period from the date of acquisition to the maturity date of the note, unless the U.S. Holder elects to accrue such discount on a constant interest rate method. A U.S. Holder may elect to include market discount in income currently as it accrues, on either a ratable or constant interest rate method. If this election is made, the holder's basis in the note will be increased to reflect the amount of income recognized and the rules described above regarding deferral of interest deductions will not apply. This election to include market discount in income currently, once made, applies to all market discount obligations acquired on or after the first taxable year to which the election applies and may not be revoked without the consent of the Internal Revenue Service.

Amortizable Bond Premium

        A U.S. Holder that purchases a note for an amount in excess of the stated redemption price at maturity (which is in this case, the face amount of the note) will be considered to have purchased such note with "amortizable bond premium." A U.S. Holder generally may elect to amortize the premium over the remaining term of the note on a constant yield method. However, because the notes could be redeemed for an amount in excess of their principal amount, the amortization of a portion of potential bond premium (equal to the excess of the amount payable on the earlier call date over the amount payable at maturity) could be deferred until later in the term of the note. The amount amortized in any year will be treated as a reduction of the U.S. Holder's interest income from the note. Amortizable bond premium on a note held by a U.S. Holder that does not elect annual amortization will decrease the gain or increase the loss otherwise recognized upon disposition of the note. The election to amortize premium on a constant yield method, once made, applies to all debt obligations held or subsequently acquired by the electing U.S. Holder on or after the first day of the first taxable year to which the election applies and may not be revoked without the consent of the Internal Revenue Service.

Information Reporting and Backup Withholding

        Backup withholding and information reporting requirements may apply to certain payments of principal, premium, if any, and interest on a note, and to the proceeds of the sale or redemption of a note. We or our paying agent, as the case may be, will be required to withhold from any payment that is subject to backup withholding tax at a rate of 28 percent if a U.S. Holder fails to furnish his U.S. taxpayer identification number ("TIN"), certify that such TIN is correct, certify that such holder is not subject to backup withholding or otherwise comply with the applicable backup withholding rules. Unless extended by new legislation, however, the reduction in backup withholding rate to 28 percent will expire and the 31 percent backup withholding rate will be reinstated for payments made after December 31, 2010.

United States Federal Income Tax Considerations for Non-U.S. Holders

Payments of Interest

        This discussion assumes, based upon the description of DTC's book-entry procedures discussed in the section entitled "Description of the Notes—Book-Entry, Delivery and Form," that upon issuance and throughout the term, all the notes will be in registered form within the meaning of the Code and applicable regulations. The payment of interest to a Non-U.S. Holder will not be subject to U.S. federal income or withholding tax pursuant to the "portfolio interest exception," provided:

(i)

that the interest is not effectively connected with the conduct of a trade or business in the United States;

132

(ii)

the Non-U.S. Holder (A) does not actually or constructively own 10 percent or more of the total combined voting power of all classes of our capital stock entitled to vote and (B) is neither a controlled foreign corporation that is related to us through stock ownership within the meaning of the Code, nor a bank that received the notes on an extension of credit in the ordinary course of its trade or business; and



(iii)

either (A) the beneficial owner of the notes certifies to us or our paying agent, under penalties of perjury, that it is not a U.S. Holder and provides its name and address on Internal Revenue Service Form W-8BEN (or a suitable substitute form) or (B) a securities clearing organization, bank or other financial institution that holds the notes on behalf of such Non-U.S. Holder in the ordinary course of its trade or business (a "financial institution") certifies under penalties of perjury that such a Form W-8BEN (or a suitable substitute form) has been received from the beneficial owner by it or by a financial institution between it and the beneficial owner and furnishes the payor with a copy thereof.

        If a Non-U.S. Holder cannot satisfy the requirements of the portfolio interest exception described above, payments of interest made to such Non-U.S. Holder will be subject to a 30 percent withholding tax, unless the beneficial owner of the note provides us or our paying agent with a properly executed (i) Form W-8BEN (or a suitable substitute form) providing a correct TIN and claiming an exemption from or reduction in the rate of withholding under an income tax treaty or (ii) Form W-8ECI (or a suitable substitute form) providing a TIN and stating that interest paid on the note is effectively connected with the beneficial owner's conduct of a trade or business in the United States.

        Notwithstanding the foregoing, if a Non-U.S. Holder of a note is engaged in the conduct of a trade or business in the United States and has filed Form W-8ECI (or suitable substitute form), interest on the note that is effectively connected with the conduct of such trade or business and, where an income tax treaty applies, is attributable to a U.S. permanent establishment, will be taxed on a net basis at applicable graduated individual or corporate rates. Effectively connected interest received by a foreign corporation may, under certain circumstances, be subject as well to a branch profits tax at a rate of 30 percent or a lower applicable treaty rate.

Payments of Liquidated Damages

        Liquidated damages, if any, paid to a Non-U.S. Holder as a result of a delay or failure in registering the notes, should be subject to the rules described above with respect to the interest payments on the notes. See "—Payments of Interest" above.

Sale, Redemption, Retirement or Other Taxable Disposition of the Notes

        A Non-U.S. Holder generally will not be subject to U.S. federal income tax on gain recognized on a sale, exchange, redemption or other taxable disposition of a note unless:

(i)

the gain is effectively connected with the conduct of a trade or business within the United States by the Non-U.S. Holder, and, where an income tax treaty applies, attributable to a U.S. permanent establishment or, in case of an individual, a fixed base in the United States; or



(ii)

in the case of a Non-U.S. Holder who is an individual, such holder is present in the United States for 183 or more days during the taxable year of disposition and certain other conditions are met.

        If a Non-U.S. Holder of a note is engaged in the conduct of a trade or business in the United States, gain on the disposition of the note that is effectively connected with the conduct of such trade or business and, where an income tax treaty applies, is attributable to a U.S. permanent establishment or, in the case of an individual, a fixed base in the United States, will be taxed on a net basis at applicable graduated individual or corporate rates. Effectively connected gain of a foreign corporation

133

may, under certain circumstances, be subject as well to a branch profits tax at a rate of 30 percent or a lower applicable treaty rate.

Information Reporting and Backup Withholding

        We must report annually to the Internal Revenue Service and to each Non-U.S. Holder on Form 1042-S the amount of interest paid on a note, regardless of whether withholding was required, and any tax withheld with respect to the interest. Under the provisions of an income tax treaty and other applicable agreements, copies of these information returns may be made available to the tax authorities of the country in which the Non-U.S. Holder resides.

        Certain Non-U.S. Holders may, under applicable rules, be presumed to be U.S. persons. Unless such persons certify their non-U.S. status and furnish the payor necessary identifying information, interest paid to such holders of notes generally will be subject to backup withholding at a rate of 28 percent. Unless extended by new legislation, however, the reduction in backup withholding rate to 28 percent will expire and the 31 percent backup withholding rate will be reinstated for payments made after December 31, 2010. Backup withholding will not apply to interest that was subject to the 30 percent withholding tax (or applicable treaty rate) applicable to certain Non-U.S. Holders, as described above.

        The payment of proceeds from the disposition of a note effected by or through a U.S. office of a broker is also subject to both backup withholding and information reporting unless a Non-U.S. Holder provides the payor with such Non-U.S. Holder's name and address and either certifies non-U.S. status or otherwise establishes an exemption. In general, backup withholding and information reporting will not apply to the payment of the proceeds of a sale of a note by or through a foreign office of a broker. If, however, such broker is, for U.S. federal income tax purposes, a U.S. person, a controlled foreign corporation, a foreign person 50% or more of whose gross income is from a U.S. trade or business for a specified three-year period, or, a foreign partnership that at any time during its tax year either is engaged in the conduct of a trade or business in the United States or has as partners one or more U.S. persons that, in the aggregate, hold more than 50 percent of the income or capital interest in the partnership, such payments will be subject to information reporting, but not backup withholding, unless such broker has documentary evidence in its records that the holder is a Non-U.S. Holder and certain other conditions are met, or the exemption is otherwise established. Back up withholding will not apply to amounts paid that were subject to the 30 percent withholding tax (or applicable treaty rate) described above.

        Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against the Non-U.S. Holder's U.S. federal income tax liability provided that the required information is furnished to the Internal Revenue Service.

Investors are urged to consult their tax advisors in determining the tax consequences to them of the purchase, ownership and disposition of the notes, including the application to their particular situations of the U.S. federal income tax considerations discussed in this prospectus and the application of state, local, foreign or other tax laws.

134

PLAN OF DISTRIBUTION

        Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of any such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of this exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

        We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker dealer or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an "underwriter" within the meaning of the Securities Act of 1933, as amended, and any profit on any such resale and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act of 1933, as amended. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended.

        For a period of 180 days after the expiration date of this exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

135

LEGAL MATTERS

        The validity of the notes offered in this prospectus will be passed upon for us by Irell & Manella LLP, Los Angeles, California.

EXPERTS

        The consolidated financial statements of Dollar Financial Group, Inc. and DFG Holdings, Inc. at June 30, 2003 and 2002, and for each of the three years in the period ended June 30, 2003, included in this prospectus and registration statement, have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports appearing elsewhere herein and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

136

INDEX TO FINANCIAL STATEMENTS

Dollar Financial Group, Inc. and Subsidiaries
Audited Consolidated Financial Statements
Report of Independent Auditors	F-2
Consolidated Balance Sheets as of June 30, 2003 and 2002	F-3
Consolidated Statements of Operations for the Years Ended June 30, 2003, 2002 and 2001	F-4
Consolidated Statements of Shareholder's Equity for the Years ended June 30, 2003, 2002 and 2001	F-5
Consolidated Statements of Cash Flows for the Years ended June 30, 2003, 2002 and 2001	F-6
Notes to Consolidated Financial Statements	F-7
Unaudited Consolidated Financial Statements
Interim Consolidated Balance Sheets as of June 30, 2003 and September 30, 2003	F-28
Interim Consolidated Statements of Operations for the Three Months Ended September 30, 2003 and 2002	F-29
Interim Consolidated Statements of Cash Flows for the Three months ended September 30, 2003 and 2002	F-30
Notes to Interim Unaudited Consolidated Financial Statements	F-31
DFG Holdings, Inc. and Subsidiaries
Audited Consolidated Financial Statements
Report of Independent Auditors	F-40
Consolidated Balance Sheets as of June 30, 2003 and 2002	F-41
Consolidated Statements of Operations for the Years Ended June 30, 2003, 2002 and 2001	F-42
Consolidated Statements of Shareholders' Deficit for the Years ended June 30, 2003, 2002 and 2001	F-43
Consolidated Statements of Cash Flows for the Years ended June 30, 2003, 2002 and 2001	F-44
Notes to Consolidated Financial Statements	F-45
Unaudited Consolidated Financial Statements
Interim Consolidated Balance Sheets as of June 30, 2003 and September 30, 2003	F-68
Interim Consolidated Statements of Operations for the Three Months Ended September 30, 2003 and 2002	F-69
Interim Consolidated Statements of Cash Flows for the Three months ended September 30, 2003 and 2002	F-70
Notes to Interim Unaudited Consolidated Financial Statements	F-71

F-1

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders
DFG Holdings, Inc.

        We have audited the accompanying consolidated balance sheets of Dollar Financial Group, Inc. as of June 30, 2003 and 2002, and the related consolidated statements of operations, shareholder's equity, and cash flows for each of the three years in the period ended June 30, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Dollar Financial Group, Inc. at June 30, 2003 and 2002, and the consolidated results of its operations and its cash flows for each of the three years in the period ended June 30, 2003, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

        As discussed in Note 9 to the financial statements, in fiscal 2002 Dollar Financial Group, Inc. changed its method of accounting for its goodwill.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
September 29, 2003

F-2

DOLLAR FINANCIAL GROUP, INC. CONSOLIDATED BALANCE SHEETS

(In thousands except share amounts)

		June 30,
		2002			2003
Assets
Cash and cash equivalents		$	86,633		$	71,805
Loans and other receivables, net of reserve of $2,862 and $2,437			20,542			22,677
Loans receivable pledged			—			8,000
Prepaid expenses			6,745			6,358
Notes receivable—officers			2,756			2,756
Due from parent			3,606			4,573
Property and equipment, net of accumulated depreciation of $30,119 and $39,309			30,510			29,209
Goodwill and other intangibles, net of accumulated amortization of $21,070 and $21,308			132,264			144,125
Debt issuance costs, net of accumulated amortization of $6,153 and $7,945			6,292			5,200
Other			1,964			1,833
		$	291,312		$	296,536
Liabilities and shareholder's equity
Accounts payable		$	18,249		$	17,245
Income taxes payable			1,831			11
Accrued expenses			7,932			9,419
Accrued interest payable			1,539			1,656
Deferred tax liability			55			838
Other collateralized borrowings			—			8,000
Revolving credit facilities			78,936			61,699
107/8% Senior Notes due 2006			109,190			109,190
Subordinated notes payable and other			20,065			20,081
Shareholder's equity:
	Common stock, $1 par value: 20,000 shares authorized; 100 shares issued and outstanding at June 30, 2002 and 2003		—			—
	Additional paid-in capital		50,957			50,957
	Retained earnings		6,903			9,034
	Accumulated other comprehensive (loss) income		(4,345	)		8,406
Total shareholder's equity			53,515			68,397
		$	291,312		$	296,536

See accompanying notes.

F-3

DOLLAR FINANCIAL GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

		Year ended June 30,
		2001		2002		2003
Revenues		$	195,499	$	201,976	$	219,388
Store and regional expenses:
	Salaries and benefits		57,453		65,295		69,799
	Occupancy		16,881		18,087		18,856
	Depreciation		5,829		6,522		5,859
	Other		45,321		46,238		47,766
Total store and regional expenses			125,484		136,142		142,280
Establishment of reserves for new consumer lending arrangements			—		2,244		—
Corporate expenses			22,500		24,516		31,241
Loss on store closings and sales and other restructuring			926		1,435		3,987
Goodwill amortization			4,710		—		—
Other depreciation and amortization			1,952		2,709		3,320
Interest expense, net of interest income of $470, $254 and $173			20,361		18,694		20,168
Establishment of reserve for legal matter			—		—		2,750
Income before income taxes			19,566		16,236		15,642
Income tax provision			12,876		10,199		13,511
Net income		$	6,690	$	6,037	$	2,131

See accompanying notes.

F-4

DOLLAR FINANCIAL GROUP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

(In thousands, except share data)

		Common Stock					(Accumulated Deficit) Retained Earnings
					Additional Paid-in Capital					Accumulated Other Comprehensive (Loss) Income			Total Shareholder's Equity
		Shares	Amount
Balance, June 30, 2000		100	$	—	$	50,957	$	(5,824	)	$	(5,538	)	$	39,595
Comprehensive income
	Translation adjustment for the year ended June 30, 2001										(3,661	)		(3,661	)
	Net income for the year ended June 30, 2001							6,690						6,690
Total comprehensive income														3,029
Balance, June 30, 2001		100		—		50,957		866			(9,199	)		42,624
Comprehensive income
	Translation adjustment for the year ended June 30, 2002										4,854			4,854
	Net income for the year ended June 30, 2002							6,037						6,037
Total comprehensive income														10,891
Balance, June 30, 2002		100		—		50,957		6,903			(4,345	)		53,515
Comprehensive income
	Translation adjustment for the year ended June 30, 2003										12,751			12,751
Net income for the year ended June 30, 2003								2,131						2,131
Total comprehensive income														14,882
Balance, June 30, 2003		100	$	—	$	50,957	$	9,034		$	8,406		$	68,397

See accompanying notes.

F-5

DOLLAR FINANCIAL GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

			Year ended June 30,
			2001			2002			2003
Cash flows from operating activities:
Net income			$	6,690		$	6,037		$	2,131
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization			13,948			10,740			10,971
	Loss on store closings and sales			926			1,154			3,987
	Establishment of reserves for new consumer lending arrangements			—			2,244			—
	Deferred tax (benefit) provision			1,687			(873	)		783
	Change in assets and liabilities (net of effect of acquisitions):
		(Increase) decrease in loans and other receivables		(10,665	)		1,587			(9,118	)
		(Increase) decrease in prepaid expenses and other		(338	)		260			891
		Increase (decrease) in accounts payable, income taxes payable, accrued expenses and accrued interest payable		4,194			(6,696	)		(5,415	)
Net cash provided by operating activities				16,442			14,453			4,230
Cash flows from investing activities:
Acquisitions, net of cash acquired				(20,346	)		(45	)		(3,251	)
Gross proceeds from sales of property and equipment				110			—			—
Additions to property and equipment				(12,129	)		(10,063	)		(7,428	)
Net cash used in investing activities				(32,365	)		(10,108	)		(10,679	)
Cash flows from financing activities:
Other debt payments				(284	)		(64	)		(401	)
Other collateralized borrowings				—			—			8,000
Repayment of advance from money transfer agent				(1,000	)		—			—
Net increase (decrease) in revolving credit facilities				18,246			11,112			(17,237	)
Payments of debt issuance costs				(244	)		(571	)		(690	)
Net increase in due from parent				(1,116	)		(1,068	)		(967	)
Net cash provided by (used in) financing activities				15,602			9,409			(11,295	)
Effect of exchange rate changes on cash and cash equivalents				(515	)		427			2,916
Net (decrease) increase in cash and cash equivalents				(836	)		14,181			(14,828	)
Cash and cash equivalents at beginning of year				73,288			72,452			86,633
Cash and cash equivalents at end of year			$	72,452		$	86,633		$	71,805
Supplemental disclosures of cash flow information
Interest paid			$	19,410		$	17,472		$	18,432
Income taxes paid			$	4,800		$	16,035		$	14,548

See accompanying notes.

F-6

DOLLAR FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2003

1.    Organization and Business

        The accompanying consolidated financial statements are those of Dollar Financial Group, Inc. (the "Company") and its wholly-owned subsidiaries. The Company is a wholly-owned subsidiary of DFG Holdings, Inc. ("Holdings"). The activities of Holdings consist primarily of its investment in the Company. Holdings has no employees or operating activities.

        The Company, through its subsidiaries, provides retail financial services through a network of 1,084 locations (of which 624 are Company-operated) operating as Money Mart®, The Money Shop, Loan Mart® and Insta-Cheques in seventeen states, the District of Columbia, Canada and the United Kingdom. The services provided at the Company's retail locations include check cashing, short-term consumer loans, sale of money orders, money transfer services and various other related services. Also, the Company's subsidiary Money Mart Express® (formerly known as moneymart.com™) services and originates short-term consumer loans through 443 independent document transmitter locations in 16 states.

2.    Significant Accounting Policies

Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Principles of Consolidation

        The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Revenue recognition

        Generally, revenue is recognized when services for the customer have been provided which, in the case of check cashing and other retail products, is at the point of sale. For the unsecured short-term loan service, all revenues are recognized ratably over the life of the loan, offset by net write-offs.

Property and Equipment

        Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using either the straight-line or double declining balance method over the estimated useful lives of the assets, which vary from three to fifteen years.

Cash and Cash Equivalents

        Cash includes cash in stores and demand deposits with financial institutions. Cash equivalents are defined as short-term, highly liquid investments both readily convertible to known amounts of cash and so near maturity that there is insignificant risk of changes in value because of changes in interest rates.

F-7

Intangible Assets

        The Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets" effective July 1, 2001 and as a result has not amortized goodwill for the fiscal years ended June 30, 2002 and 2003. SFAS 142 changes the accounting for certain intangibles, including goodwill, from an amortization method to an impairment-only approach. Under the provisions of SFAS 142, intangible assets, including goodwill, that are not subject to amortization will be tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired, using a two-step impairment assessment. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired, and the second step of the impairment test is not necessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss if any (see Note 9). The Company has completed the required impairment tests in fiscal 2002 and 2003 and determined that goodwill was not impaired.

Debt Issuance Costs

        Debt issuance costs are amortized using the straight-line method over the remaining term of the related debt (see Note 6).

Store and Regional Expenses

        The direct costs incurred in operating the Company's stores have been classified as store expenses. Store expenses include salaries and benefits of store and regional employees, rent and other occupancy costs, depreciation of property and equipment, bank charges, armored security costs, net returned checks, cash shortages, cost of goods sold and other costs incurred by the stores. Excluded from store operations are the corporate expenses of the Company, which include salaries and benefits of corporate employees, professional fees and travel costs.

Consumer Loan Loss Reserves and Check Cashing Returned Item Policy

        The Company maintains a loan loss reserve for anticipated losses for loans the Company makes directly as well as for fee adjustments for losses on loans the Company originates and services for others. To estimate the appropriate level of loan loss reserves, the Company considers the amount of outstanding loans owed to the Company, as well as loans owed to banks and serviced by the Company, historical loans charged off, current collection patterns and current economic trends. As these conditions change, the Company may need to make additional allowances in future periods.

        A loss on consumer loans is charged against revenues during the period in which the loss occurred. A recovery is credited to revenues during the period in which the recovery is made. These net losses and changes in the loan loss reserve are charged to revenues in the consolidated statements of operations.

        The Company charges operating expense for losses on returned checks during the period in which such checks are returned. Recoveries on returned checks are credited to operating expense in the period during which recovery occurs. The net expense for bad checks included in other store expenses

F-8

in the accompanying consolidated statements of operations was $8,186,000, $7,063,000 and $6,738,000 for the years ended June 30, 2001, 2002 and 2003, respectively.

Income Taxes

        The Company uses the liability method to account for income taxes. Accordingly, deferred income taxes have been determined by applying current tax rates to temporary differences between the amount of assets and liabilities determined for income tax and financial reporting purposes.

        The Company and its subsidiaries file a consolidated federal income tax return with Holdings but the Company calculates its tax provision as if it were on a stand-alone basis.

Employees' Retirement Plan

        Retirement benefits are provided to substantially all full-time employees who have completed 1,000 hours of service through a defined contribution retirement plan. The Company will match 50% of each employee's contribution, up to 8% of the employee's compensation. In addition, a discretionary contribution may be made if the Company meets its financial objectives. The amount of contributions charged to expense was $545,000, $614,000 and $775,000 for the years ended June 30, 2001, 2002 and 2003, respectively.

Advertising Costs

        The Company expenses advertising costs as incurred. Advertising costs charged to expense were $6,061,000, $5,844,000 and $6,922,000 for the years ended June 30, 2001, 2002 and 2003, respectively.

Fair Value of Financial Instruments

        The carrying values of the revolving credit facilities approximate fair values, as these obligations carry a variable interest rate. The fair value of the Company's Senior Notes is based on quoted market prices and the fair value of the Senior Subordinated Notes is based on the value of the Senior Notes (see Note 6). The Company's other financial instruments consist of cash and cash equivalents, loan and other receivables which are short-term in nature and their fair value approximates their carrying value. Because these are short term in nature, their fair value approximates their carrying value.

Foreign Currency Translation and Transactions

        The Company operates check cashing and financial services outlets in Canada and the United Kingdom. The financial statements of these foreign businesses have been translated into U.S. dollars in accordance with accounting principles generally accepted in the United States. All balance sheet accounts are translated at the current exchange rate and income statement items are translated at the average exchange rate for the period; resulting translation adjustments are made directly to a separate component of shareholder's equity. Gains or losses resulting from foreign currency transactions are included in corporate expenses.

F-9

Franchise Fees and Royalties

        The Company recognizes initial franchise fees upon fulfillment of all significant obligations to the franchisee. Royalties from franchisees are accrued as earned. The standard franchise agreements grant to the franchisee the right to develop and operate a store and use the associated trade names, trademarks, and service marks within the standards and guidelines established by the Company. Initial franchise fees included in revenues were $216,000, $59,000 and $283,000 for the years ended June 30, 2001, 2002 and 2003, respectively.

Pending Accounting Pronouncements

        In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities." This interpretation provides guidance on how to identify a variable interest entity ("VIE") and determine when the assets, liabilities, noncontrolling interests, and results of operations of a VIE need to be included in a company's consolidated financial statements. A company that holds a variable interest in an entity will need to consolidate the entity if the company's interest in the VIE is such that it will absorb a majority of the VIE's expected losses and/or receive a majority of the entity's expected residual returns, if they occur. The new accounting provisions of this interpretation became effective upon issuance for all new VIE's created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. The company has not entered into any new transactions involving VIE's on or after February 1, 2003. This pronouncement also must be applied effective July 1, 2003, to existing VIE's acquired by the Company prior to February 1, 2003. The impact of this pronouncement is not expected to have a material effect on the Company's financial position or results of operation.

3.    DFG Holdings, Inc.

        As discussed in Note 1, the Company is a wholly-owned subsidiary of Holdings. The activities of Holdings consist primarily of its investment in the Company and the issuance of $120.6 million aggregate principal amount of 13% Senior Discount Notes.

Common Stock

        Holdings has 100,000 shares authorized; of which 19,864.87 shares were issued and outstanding (106.71 are held in treasury) at June 30, 2003.

Dividends

        Under the terms of the Company's Revolving Credit Facility discussed in Note 6, the Company is permitted to declare, pay, or make cash dividends to Holdings under certain circumstances. The Revolving Credit Facility permits the Company to remit cash to Holdings for the payment of certain of Holdings' expenses. At June 30, 2002 and 2003 Holdings owed the Company $3.6 million and $4.6 million, respectively for such advances.

F-10

Stock Options

        Holdings' Stock Incentive Plan (the "Plan") states that 1,413.32 shares of Holdings' common stock may be awarded to employees or consultants of the Company. The awards, at the discretion of Holdings' Board of Directors, may be issued as nonqualified stock options or incentive stock options. Stock appreciation rights ("SAR") may also be granted in tandem with the nonqualified stock options or the incentive stock options. Exercise of the SARs cancels the option for an equal number of shares and exercise of the nonqualified stock options or incentive stock options cancels the SARs for an equal number of shares. The number of shares issued under the Plan is subject to adjustment as specified in the Plan provisions. No options may be granted after February 15, 2009. The options are exercisable in 20% increments annually on the first, second, third, fourth and fifth anniversary of the grant date and have a term of ten years from the date of issuance.

        The following table presents information on stock options:

		Shares		Price Per Share
Options outstanding at June 30, 2000
(293.03 shares exercisable)		979		$	3,225
	Granted	218			7,250
	Exercised	—			—
	Forfeited	(45	)		3,225
Options outstanding at June 30, 2001
(416.83 shares exercisable)		1,152		$	3,225/$7,250
	Granted	—			—
	Exercised	—			—
	Forfeited	(46	)		3,225
Options outstanding at June 30, 2002
(652.03 shares exercisable)		1,106		$	3,225/$7,250
	Granted	—			—
	Exercised	—			—
	Forfeited	(134	)		3,225/7,250
Options outstanding at June 30, 2003
(784.03 shares exercisable)		972		$	3,225/$7,250

        The following table presents information on stock options by exercise price:

	Options Outstanding		Options Exercisable
Exercise Price	Number Outstanding at June 30, 2003	Weighted Average Remaining Contractual Life (Years)	Number Exercisable at June 30, 2003
$3,225	868	0.7	742.43
$7,250	104	3.0	41.60
	972	1.0	784.03

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        Holdings has elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related interpretations in accounting for its employee stock options because the alternative fair value accounting provided for under FASB Statement No. 123, "Accounting for Stock-Based Compensation," requires use of option valuation models that were not developed for use in valuing employee stock options. Under APB 25, because the exercise price of the Company's employee stock options equals the estimated market price of the underlying stock on the date of grant, no compensation expense is recognized.

        Pro forma information regarding net income and earnings per share is required by Statement No. 123; however, the effect of applying Statement No. 123 to Holdings' stock-based awards results in net income that is not materially different from amounts reported.

4.    Acquisitions

        The acquired entities described below ("Acquisitions") were accounted for by the purchase method of accounting. The results of operations of the acquired companies are included in the Company's statements of operations for the periods in which they were owned by the Company. The total purchase price for each acquisition has been allocated to assets acquired and liabilities assumed based on estimated fair values.

        On August 1, 2000, the Company purchased all of the outstanding shares of West Coast Chequing Centres, LTD which operated six stores in British Columbia. The aggregate purchase price for this acquisition was $1.5 million and was funded through excess internal cash. The excess of the purchase price over the fair value of identifiable net assets acquired was $1.4 million.

        On August 7, 2000, the Company purchased substantially all of the assets of Fast"n Friendly Check Cashing, which operated 8 stores in Maryland. The aggregate purchase price for this acquisition was $700,000 and was funded through the Company's revolving credit facility. The excess of the purchase price over fair value of identifiable net assets acquired was $660,000. Additional consideration of $150,000 was subsequently paid in fiscal year 2001 based on a revenue based earn-out agreement.

        On August 28, 2000, the Company purchased substantially all of the assets of Ram-Dur Enterprises, Inc. d/b/a AAA Check Cashing Centers, which operated five stores in Tucson, Arizona. The aggregate purchase price for this acquisition was $1.3 million and was funded through the Company's revolving credit facility. The excess purchase price over fair value of identifiable net assets acquired was $1.2 million.

        On December 5, 2000, the Company purchased all of the outstanding shares of Fastcash Ltd., which operated 13 company owned stores and 27 franchises in the United Kingdom. The aggregate purchase price for this acquisition was $3.1 million and was funded through the Company's revolving credit facility. The excess of the purchase price over the fair value of the identifiable assets acquired was $2.7 million. Additional consideration of $2.0 million was subsequently paid during fiscal 2003 based upon a future results of operations earn-out agreement.

        The following unaudited pro forma information for the year ended 2001 presents the results of operations as if the Acquisitions had occurred on July 1, 2000. The pro forma operating results include the results of operations for these acquisitions for the indicated periods and reflect the amortization of

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intangible assets arising from the acquisitions and increased interest expense on acquisition debt. Pro forma results of operations are not necessarily indicative of the results of operations that would have occurred had the purchase been made on the date above or the results which may occur in the future.

	Year ended June 30, 2001
	(Unaudited) (dollars in thousands)
Total revenue	$	197,084
Net income	$	6,874

5.    Property and Equipment

        Property and equipment at June 30, 2002 and 2003 consist of (in thousands):

	June 30,
	2002		2003
Land and buildings	$	146	$	157
Leasehold improvements		17,874		20,871
Equipment and furniture		42,609		47,490
		60,629		68,518
Less accumulated depreciation		30,119		39,309
Total property and equipment	$	30,510	$	29,209

        Depreciation expense amounted to $7,497,000, $8,835,000 and $9,006,000 for the years ended June 30, 2001, 2002 and 2003, respectively.

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6.    Debt

        The Company has debt obligations at June 30, 2002 and 2003 as follows (in thousands):

	June 30,
	2002		2003
Revolving credit facility; interest at one-day Eurodollar, as defined, plus 3.50% and 4.00% at June 30, 2002 and 2003, respectively (5.31% and 5.12% at June 30, 2002 and 2003, respectively) of the outstanding daily balances payable monthly; principal due in full on June 30, 2004; weighted average interest rate of 5.14% and 5.36% for the years ended June 30, 2002 and 2003, respectively	$	68,600	$	60,764
Canadian overdraft credit facility; interest at Canadian prime, as defined, plus 0.50% (4.25% and 5.00% at June 30, 2002 and 2003, respectively) of the outstanding daily balances payable monthly; weighted average interest rate of 4.56% and 4.62% for the years ended June 30, 2002 and 2003, respectively		4,791		—
United Kingdom overdraft facility; interest at the Bank Base Rate, as defined, plus 1.00% at June 30, 2002 and 2003, (5.00% and 4.75% at June 30, 2002 and 2003 respectively) of the outstanding daily balances payable quarterly; weighted average interest rate of 5.32% and 4.90% for the years ended June 30, 2002 and 2003, respectively		5,545		935
Other collateralized borrowings; interest rate of 15.6% subject to loss rates on the related UK loans pledged and can increase to a maximum of 32.4% per annum.		—		8,000
107/8% Senior Notes due November 15, 2006; interest payable semiannually on May 15 and November 15		109,190		109,190
107/8% Senior Subordinated Notes due December 31, 2006; interest payable semiannually on June 30 and December 30		20,000		20,000
Other		65		81
	$	208,191	$	198,970

        The Company has $109.2 million of 10⁷/8% senior notes due 2006 (the "Notes"), which are registered under the Securities Act of 1933, as amended. The payment obligations under the Notes are jointly and severally guaranteed, on a full and unconditional basis, by each of the Company's existing subsidiaries (the "Guarantors"). There are no restrictions on the Company's and the guarantor subsidiaries' ability to obtain funds from their subsidiaries by dividend or by loan. Separate financial statements of each guarantor subsidiary have not been presented because management has determined that they would not be material to investors.

        Subject to restrictions under the Company's credit facility ("Revolving Credit Facility") discussed below, the Notes are redeemable at the option of the Company, in whole or in part at the following redemption prices (plus accrued and unpaid interest thereon, if any, to the date of redemption): during the twelve-month period beginning November 2002—103.625%; 2003—101.813%; and 2004—100.000%. Upon the occurrence of a change of control, as defined, each holder of Notes has the right to require the Company to repurchase all or any part of such holder's Notes at an offer price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase.

F-14

        On November 15, 2002, the Company negotiated an amendment to the Revolving Credit Facility. This amendment modified one of its financial covenants and modified the pricing of the credit facility. The modified pricing structure increased the Company's interest rate under the facility from the one-day Eurodollar rate, as defined, plus 3.50%, to interest at the one-day Eurodollar rate plus 4.00%. Amounts outstanding under the Revolving Credit Facility bear interest at either (i) the higher of (a) the federal funds rate plus 0.50% per annum and (b) the rate publicly announced by Wells Fargo, San Francisco, as its "prime rate," plus 2.75% at June 30, 2003, (ii) the LIBOR Rate (as defined therein) plus 4.00% at June 30, 2003, or (iii) the one day Eurodollar Rate (as defined therein) plus 4.00% at June 30, 2003, determined at the Company's option. Amounts outstanding under the Revolving Credit Facility are secured by a first priority lien on substantially all properties and assets of the Company and its current and future subsidiaries. The Company's obligations under the Revolving Credit Facility are guaranteed by each of the Company's direct and indirect subsidiaries.

        The Company's borrowing capacity under the Revolving Credit Facility is limited to the total commitment less letters of credit totaling $9.0 million issued by Wells Fargo Bank, which secures certain of the Company's contractual obligations. At June 30, 2003, the total commitment was $72.0 million. However, the Revolving Credit Facility contains provisions for an additional reduction in the facility of $5.0 million during the period April 1 to December 14 of any calendar year following November 15, 2002 and for temporary increases of $5.0 million, which had been exercised at June 30, 2003. At June 30, 2003 the Company's borrowing capacity was $63.0 million. The Revolving Credit Facility also contains a provision for a reduction of $1.5 million by September 30, 2003 and an additional $1.5 million by December 31, 2003. The borrowings under the Revolving Credit Facility as of June 30, 2003 were $60.8 million.

        On November 15, 2002, the Company entered into an agreement with a third party to sell, without recourse subject to certain obligations, a participation interest in a portion of short-term consumer loans originated by the Company in the United Kingdom. Pursuant to the agreement, the Company will retain servicing responsibilities and earn servicing fees which are subject to reduction if the related loans are not collected. The transfer of assets is treated as a financing under FAS 140 and the proceeds are included in "Other collateralized borrowings" on the balance sheet. The agreement gives the third party a first priority lien, charge and security interest in the assets pledged. At June 30, 2003 the Company had $8.0 million of loans receivable pledged under this agreement. The agreement provides for collateralized borrowings up to $10 million. Under the agreement, the third party retains the right to reduce the amount of borrowings to no less than $4.0 million. The Company pays an annual interest rate of 15.6% on the amount borrowed which varies subject to loss rates on the related loans. The agreement expires on September 30, 2004; however the term of the agreement is automatically renewed each year for a term of twelve months, unless either party terminates it.

        Also, the Company has $20 million aggregate principal amount of its 10⁷/8% Senior Subordinated Notes Due 2006 (the "Senior Subordinated Notes") outstanding.

        The Notes, the Revolving Credit Facility and the Senior Subordinated Notes contain certain financial and other restrictive covenants, which, among other things, require the Company to achieve certain financial ratios, limit capital expenditures, restrict payment of dividends and require certain approvals in the event the Company wants to increase the borrowings. At June 30, 2003, the Company believes it is in compliance with all covenants.

F-15

        In connection with the Company's Canadian subsidiary, the Company established a Canadian dollar overdraft credit facility to fund peak working capital needs for its Canadian operations. The overdraft credit facility, which has no stated maturity date, provides for a commitment of up to approximately $4.8 million of which $4.8 million and $0.0 million were outstanding as of June 30, 2002 and 2003, respectively. Amounts outstanding under the facility bear interest at Canadian prime plus 0.50% and are secured by the pledge of a cash collateral account of an equivalent balance. The Company's United Kingdom operations also have a British pound overdraft facility that bears interest at 1.00% for the years ended June 30, 2002 and 2003 over the Bank Base Rate and which provides for a commitment of approximately $6.2 million of which $5.5 million and $935,000 was outstanding as of June 30, 2002 and 2003, respectively. The overdraft facility is secured by a $6.0 million letter of credit issued by Wells Fargo Bank under the Revolving Credit Facility.

        The fair market value of the Company's 10⁷/8% Senior Notes and the Company's 10⁷/8% Senior Subordinated Notes due 2006 at June 30, 2002 and 2003 was approximately $113,687,200 and $122,730,500 based on quoted market prices.

        Interest of $19,410,000, $17,472,000 and $18,432,000 was paid for the years ended June 30, 2001, 2002 and 2003, respectively.

7.    Income Taxes

        The provision for income taxes for the years ended June 30, 2001, 2002 and 2003 consists of the following (in thousands):

		Year ended June 30,
		2001			2002			2003
Federal:
	Current	$	2,911		$	1,136		$	(603	)
	Deferred		1,834			(872	)		705
			4,745			264			102
Foreign taxes:
	Current		7,557			9,550			13,088
	Deferred		(192	)		(74	)		—
			7,365			9,476			13,088
State:
	Current		721			386			243
	Deferred		45			73			78
			766			459			321
		$	12,876		$	10,199		$	13,511

F-16

        The significant components of the Company's deferred tax assets and liabilities at June 30, 2002 and 2003 are as follows (in thousands):

		June 30,
		2002			2003
Deferred tax assets:
	Loss reserves	$	995		$	834
	Foreign withholding taxes		94			21
	Depreciation		1,914			2,547
	Accrued compensation		328			573
	Reserve for store closings		122			560
	Foreign tax credits		230			230
	Other accrued expenses		535			405
	Other		36			14
			4,254			5,184
Deferred tax liabilities:
	Amortization and other temporary differences		4,309			6,022
Net deferred tax liability		$	(55	)	$	(838	)

        The Company did not record any valuation allowances against deferred tax assets at June 30, 2002 or 2003. Although realization is not assured, management has determined, based on the Company's history of earnings and its expectation for the future, that taxable income of the Company will more likely than not be sufficient to fully utilize its deferred tax assets.

        A reconciliation of the provision for income taxes with amounts determined by applying the federal statutory tax rate to income before income taxes is as follows (in thousands):

		Year ended June 30,
		2001			2002		2003
Tax provision at federal statutory rate		$	6,848		$	5,682	$	5,475
Add (deduct):
	State tax provision, net of federal tax benefit		498			299		199
	Foreign taxes		2,323			1,673		2,419
	US tax on foreign earnings		3,189			2,370		5,162
	Amortization of nondeductible intangible assets		93			—		—
	Other permanent differences		(75	)		175		256
Tax provision at effective tax rate		$	12,876		$	10,199	$	13,511

        Foreign, federal and state income taxes of approximately $4,800,000, $16,035,000 and $14,548,000 were paid during the years ended June 30, 2001, 2002 and 2003, respectively.

8.    Loss on Store Closings and Sales and Other Restructuring

        During the fiscal year ended June 30, 2003, the Company closed 27 underperforming stores and consolidated and relocated certain non-operating functions to reduce costs and increase efficiencies.

F-17

Costs incurred with the restructuring are comprised of severance and other retention benefits to employees who were involuntarily terminated and store closure costs related to the locations the Company will no longer utilize. During the fiscal year ended June 30, 2003, the Company recorded costs for severance and other retention benefits of $1.7 million and store closure costs of $1.6 million consisting primarily of lease obligations and leasehold improvement write-offs. These charges were expensed within "Loss on store closings and sales and other restructuring" on the Consolidated Statements of Operations. The restructuring was completed by the fiscal year end. All of the locations that were closed and for which the workforce was reduced are included in the United States geographic segment. The Company, as required, adopted Financial Accounting Standards Board Statement No. 146, Accounting for Costs Associated with Disposal or Exit Activities, on January 1, 2003.

        Following is a reconciliation of the beginning and ending balances of the restructuring liability (in millions):

		Severance and Other Retention Benefits			Store Closure Costs			Total
Balance at June 30, 2002		$	—		$	—		$	—
Charge recorded in earnings			1.7			1.6			3.3
	Amounts paid		(0.5	)		(0.8	)		(1.3	)
	Non-cash charges		—			(0.6	)		(0.6	)
Balance at June 30, 2003		$	1.2		$	0.2		$	1.4

        The Company also expenses costs related to the closure of stores in the normal course of its business. Costs directly expensed for the years ended June 2003, 2002 and 2001 was $722,000, $1,435,000 and $926,000, respectively.

9.    Goodwill and Other Intangibles

        In accordance with the adoption provisions of SFAS No. 142, the Company is required to perform goodwill impairment tests on at least an annual basis. There can be no assurance that future goodwill impairment tests will not result in a charge to earnings. During fiscal 2003 the Company paid $2.0 million in additional consideration based upon a future results of operations earn-out agreement related to one of its United Kingdom acquisitions. This amount has been included as goodwill on the Consolidated Balance Sheet. The Company has covenants not to compete, which are deemed to have a definite life and will continue to be amortized. Amortization for these intangibles for the years ended June 30, 2003, 2002 and 2001 was $173,000, $225,000 and $284,000, respectively. The estimated aggregate amortization expense for each of the five succeeding fiscal years ending June 30, is:

Year	Amount
2004	$	95,000
2005		20,000
2006		—
2007		—
2008		—

F-18

        The following table reflects the components of intangible assets (in thousands):

		June 30, 2002				June 30, 2003
		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Non-amortized intangible assets:
	Cost in excess of net assets acquired	$	150,954	$	18,977	$	162,987	$	18,977
Amortized intangible assets:
	Covenants not to compete		2,380		2,093		2,446		2,331

        The following table reflects the results of operations as if SFAS No. 142 had been adopted as of July 1, 2000 (in thousands):

	Year Ended June 30, 2001
Reported net income	$	6,690
Goodwill amortization, net of tax		3,947
Adjusted net income	$	10,637

        The changes in the carrying amount of goodwill by reportable segment for the fiscal years ended June 30, 2002 and 2003 are as follows:

		United States			Canada			United Kingdom			Total
Balance at June 30, 2001		$	56,655		$	34,103		$	38,797		$	129,555
	Amortization of other intangibles		(354	)		(39	)		(3	)		(396	)
	Acquisitions		59			—			(14	)		45
	Foreign currency translation adjustments		—			(76	)		3,141			3,065
	Reclassification		184			(2	)		(187	)		(5	)
Balance at June 30, 2002			56,544			33,986			41,734			132,264
	Amortization of other intangibles		(238	)		—			—			(238	)
	Acquisitions		—			—			3,251			3,251
	Foreign currency translation adjustments		—			4,662			3,578			8,240
	Reclassification		303			305			—			608
Balance at June 30, 2003		$	56,609		$	38,953		$	48,563		$	144,125

10.    Commitments

        The Company occupies office and retail space and uses certain equipment under operating lease agreements. Rent expense amounted to $14,320,000, $15,265,000 and $16,067,000 for the years ended June 30, 2001, 2002 and 2003, respectively. Most leases contain standard renewal clauses.

F-19

        Minimum obligations under noncancelable operating leases for the year ended June 30 are as follows (in thousands):

Year	Amount
2004	$	15,717
2005		12,397
2006		8,015
2007		5,444
2008		3,704
Thereafter		5,004
	$	50,281

11.    Contingent Liabilities

        The Company is a defendant in four putative class-action lawsuits, all of which were commenced by the same plaintiffs' law firm, alleging violations of California's wage-and-hour laws. The named plaintiffs in these suits, which are pending in the Superior Court of the State of California, are our former employees Vernell Woods (commenced August 22, 2000), Juan Castillo (commenced May 1, 2003), Stanley Chin (commenced May 7, 2003) and Kenneth Williams (commenced June 3, 2003). Each of these suits seeks an unspecified amount of damages and other relief in connection with allegations that the Company misclassified California store (Woods) and regional (Castillo) managers as "exempt" from a state law requiring the payment of overtime compensation, that the Company failed to provide employees with meal and rest breaks required under a new state law (Chin) and that the Company computed bonuses payable to store managers using an impermissible profit-sharing formula (Williams). In January 2003, without admitting liability, the Company sought to settle the Woods case, which the Company believes to be the most significant of these suits, by offering each individual putative class member an amount intended in good faith to settle his or her claim. As of June 30, 2003, 92% of these settlement offers had been accepted. Plaintiffs' counsel is presently disputing through arbitration the validity of the settlements accepted by the individual putative class members. The Company believes that it has meritorious defenses to the challenge and to the claims of the non-settling putative Woods class members and plan to defend them vigorously. The Company believes that it has adequately provided for the costs associated with this matter. The Company is vigorously defending the Castillo, Chin and Williams lawsuits and believes it has meritorious defenses to the claims asserted in those matters. The Company believes the outcome of such litigation will not significantly affect its financial results.

        On January 29, 2003, a former customer, Kurt MacKinnon, commenced an action against the Company's Canadian subsidiary and 26 other Canadian lenders on behalf of a purported class of British Columbia residents who, plaintiff claims, were overcharged in payday-loan transactions. The action, which is pending in the Supreme Court of British Columbia, alleges violations of laws proscribing usury and unconscionable trade practices and seeks restitution and damages, including punitive damages, in an unknown amount. On March 25, 2003, the Company moved to stay the action as against it and to compel arbitration of plaintiff's claims as required by his agreement with the Company. The Company is presently awaiting a decision on that motion. The Company believes it has

F-20

meritorious defenses to the action and intend to defend it vigorously. The Company believes the outcome of such litigation will not significantly affect its financial results.

        On October 30, 2002, the Oklahoma Administrator of Consumer Credit issued an administrative order revoking the supervised-lending license of the Company's Oklahoma subsidiary on the ground that certain loans marketed by the subsidiary and made by County Bank did not conform with Oklahoma usury laws. The Administrator's order also requires the subsidiary to refund certain purportedly excess finance charges collected by County Bank. The Administrator's order is presently on appeal to the Oklahoma District Court. On August 20, 2003, that court denied the Administrator's motion to require the subsidiary to desist from further loan-origination activities pending appeal. The subsidiary is also appealing a federal court's abstention from ruling on this matter to the United States Court of Appeals for the Tenth Circuit. The Company is presently unable to evaluate the likelihood of any particular outcome of this matter but, in the Company's opinion, the outcome of such litigation will not significantly affect the Company's financial results.

        In addition to the litigation discussed above, the Company is involved in routine litigation and administrative proceedings arising in the ordinary course of business. In the opinion of management, the outcome of such litigation and proceedings will not significantly affect the Company's Consolidated Financial Statements.

12.    Contractual Agreements

        The Company has contracts with various governmental agencies for benefits distribution and retail merchant services which contributed 2%, 1% and 1% of consolidated gross revenues for the years ended June 30, 2001, 2002 and 2003, respectively. During the year ended June 30, 2001, the State of New York completed a statewide implementation of an electronic benefit transfer system. As a result, the Company's contract to perform such services was terminated. The Company's contracts for governmental benefits distribution and merchant services distribution with state and local governments generally have initial terms of five years and currently expire on various dates through December 31, 2004. The contracts provide the governmental agencies the opportunity to extend the contract for additional periods and contain clauses which allow the governmental agencies to cancel the contract at any time, subject to 30 to 60 days' written advance notice.

13.    Credit Risk

        At June 30, 2002 and 2003, the Company had 22 and 19, respectively, bank accounts in major U.S. financial institutions in the aggregate amount of $5,652,000 and $10,873,000, respectively, which exceeded Federal Deposit Insurance Corporation deposit protection limits. The Canadian Federal Banking system provides customers with similar deposit insurance through the Canadian Deposit Insurance Corporation ("CDIC"). At June 30, 2002 and 2003, the Company's Canadian subsidiary had 13 bank accounts totaling $22,545,000 and $15,039,000, respectively, which exceeded CDIC limits. At June 30, 2002 and 2003 the Company's United Kingdom operations had thirty six and thirty bank accounts, respectively, totaling $6,251,000 and $6,085,000. These financial institutions have strong credit ratings, and management believes credit risk relating to these deposits is minimal.

        Since June 13, 2002, the Company has acted as a servicer for County Bank and, effective October 18, 2002, for First Bank, marketing unsecured short-term loans to customers with established

F-21

bank accounts and verifiable sources of income. Loans are made for amounts up to $500, with terms of 7 to 23 days. Under these programs, the Company earns servicing fees, which are subject to reduction if the related loans are not collected. The Company maintains a reserve for these estimated reductions. In addition, the Company maintains a reserve for anticipated losses for loans it makes directly. In order to estimate the appropriate level of these reserves, the Company analyzes the amount of outstanding loans owed to the Company, as well as loans owed to banks and serviced by the Company, the historical loans charged off, current collection patterns and current economic trends. As these conditions change, additional allowances might be required in future periods.

        During the year ended June 30, 2002 Eagle National Bank ("Eagle") discontinued the business of offering short-term consumer loans through the Company's locations and document transmitters. The Company had previously acted for Eagle marketing unsecured short-term loans. Under this program, the Company earned origination and servicing fees. Eagle originated or extended approximately $399 million of loans through the Company's locations and document transmitters during the fiscal year ended June 30, 2002.

        The Company also originates unsecured short-term loans to customers on its own behalf in Canada, the United Kingdom and certain U.S. markets. In the United States, these loans are made for amounts up to $500, with terms of 7 to 37 days. The Company bears the entire risk of loss related to these loans. In Canada, loans are issued to qualified borrowers based on a percentage of the borrowers' income with terms of 1 to 35 days. The Company issues loans in the United Kingdom for up to £500, with a term of 28 days. The Company originated or extended approximately $428 million and $285 million of the loans through the Company's locations and document transmitters during fiscal years ended June 30, 2003 and 2002, respectively. On November 15, 2002, the Company entered into an agreement with a third party to sell, without recourse, subject to certain obligations, a participation interest in a portion of short-term consumer loans originated by the Company in the United Kingdom. The transfer of assets is treated as a financing under FAS 140 and the proceeds are included in Other collateralized borrowings on the balance sheet. The Agreement gives the third party a first priority lien, charge, and security interest in the assets pledged. The Agreement provides for collateralized borrowings up to $10.0 million against which $8.0 million of the loans receivable had been pledged at June 30, 2003. Under the Agreement, the third party retains the right to reduce the amount of borrowings to no less than $4.0 million. The Company pays an annual interest rate of 15.6% on the amount borrowed, which is subject to loss rates on the related loans. The Agreement expires on September 30, 2004; however the term of the Agreement is automatically renewed each year for a term of twelve months, unless either party terminates it.

        The Company had approximately $20.4 million and $18.2 million of loans on its balance sheet at June 30, 2003 and 2002, respectively, which is reflected in loans and other receivables. Loans and other receivables at June 30, 2003 and 2002 are reported net of a reserve of $2.4 million and $2.9 million, respectively, related to consumer lending. Net write-offs for Company originated loans which are netted against revenues on the Statements of Operations for the fiscal years ended June 30, 2003, 2002 and 2001 were $9.7 million, $5.6 million and $4.3 million, respectively. For the years ended June 30, 2003, 2002 and 2001 total consumer lending revenue, net earned by the Company was $81.5 million, $69.8 million and $58.4 million, respectively.

F-22

        Activity in the reserves for consumer loan losses during the fiscal years ended June 30, 2003, 2002 and 2001 was as follows:

	Year ended June 30,
	2001			2002			2003
	(in thousands)
Balance at beginning of year	$	—		$	600		$	2,862
Provision charged to expense		—			2,244			—
Provision charged to loan revenues		4,895			5,554			9,216
Foreign currency translation		—			18			75
Charge-offs		(4,295	)		(5,554	)		(9,716	)
Balance at end of year	$	600		$	2,862		$	2,437

F-23

14.    Geographic Segment Information

        All operations for which geographic data are presented below are in one principal industry (check cashing and ancillary services) (in thousands):

	United States			Canada			United Kingdom		Total
2001
Identifiable assets	$	140,024		$	74,054		$	62,094	$	276,172
Goodwill and other intangibles, net		56,655			34,103			38,797		129,555
Sales to unaffiliated customers		116,504			49,635			29,360		195,499
Interest revenue		398			69			3		470
Interest expense		13,994			3,922			2,915		20,831
Depreciation and amortization		6,707			2,867			2,917		12,491
Income before income taxes		5,636			12,927			1,003		19,566
Income tax provision		6,016			6,258			602		12,876
2002
Identifiable assets		140,813			82,860			67,639		291,312
Goodwill and other intangibles, net		56,544			33,986			41,734		132,264
Sales to unaffiliated customers		112,934			55,469			33,573		201,976
Establishment of reserves for new consumer lending arrangements		2,244			—			—		2,244
Interest revenue		168			83			3		254
Interest expense		13,808			2,552			2,588		18,948
Depreciation and amortization		5,330			1,874			2,027		9,231
(Loss) income before income taxes		(6,537	)		17,672			5,101		16,236
Loss on store closings and sales and other restructuring		281			—			—		281
Income tax provision		353			8,105			1,741		10,199
2003
Identifiable assets		131,446			89,365			75,725		296,536
Goodwill and other intangibles, net		56,609			38,953			48,563		144,125
Sales to unaffiliated customers		110,472			67,023			41,893		219,388
Interest revenue		155			18			—		173
Interest expense		17,770			(899	)		3,470		20,341
Depreciation and amortization		5,377			1,837			1,965		9,179
Loss on store closing and sales and other restructuring		3,987			—			—		3,987
Establishment of reserve for legal matter		2,750			—			—		2,750
(Loss) income before income taxes		(18,688	)		26,058			8,272		15,642
Income tax provision (benefit)		(1,262	)		12,069			2,704		13,511

15.    Related Party Transactions

        During fiscal 1999, certain members of management received loans aggregating $2.9 million, of which $200,000 was repaid during the fiscal year ended June 30, 2001, which are secured by shares of Holdings stock. The loans accrue interest at a rate of 6% per year and are due and payable in full on December 18, 2004 and April 1, 2005. In addition, as part of an employment agreement, the chief executive officer was issued a loan in the amount of $4.3 million to purchase additional shares of

F-24

Holdings stock. The loan accrues interest at a rate of 6% per year and is due and payable in full on December 18, 2004. The loan is secured by a pledge of a portion of his shares of Holdings stock.

16.    Subsidiary Guarantor Financial Information

        As discussed in Note 6, the Company's payment obligations under the Senior Notes are jointly and severally guaranteed on a full and unconditional basis by all of the Company's existing and future subsidiaries (the "Guarantors"). The subsidiaries' guarantees rank pari passu in right of payment with all existing and future senior indebtedness of the Guarantors, including the obligations of the Guarantors under the Revolving Credit Facility and any successor credit facility. Pursuant to the Senior Notes or Senior Subordinated Notes, every direct and indirect subsidiary of the Company, each of which is wholly owned, serves as a guarantor of the Senior Notes.

        There are no restrictions on the Company's and the Guarantors' ability to obtain funds from their subsidiaries by dividend or by loan. Separate financial statements of each Guarantor have not been presented because management has determined that they would not be material to investors. The accompanying tables set forth the condensed consolidating balance sheet at June 30, 2003, and the consolidating statements of operations and cash flows for the fiscal year ended June 30, 2003 of the Company (on a parent-company basis), combined domestic Guarantors, combined foreign subsidiaries and the consolidated Company.

F-25

Consolidating Balance Sheets

June 30, 2003

(In thousands)

		Dollar Financial Group, Inc.			Domestic Subsidiary Guarantors(1)		Foreign Subsidiary Guarantors(1)		Eliminations			Consolidated
Assets
Cash and cash equivalents		$	7,981		$	26,213	$	37,611	$	—		$	71,805
Loans and other receivables, net			10,847			1,111		11,043		(324	)		22,677
Loans receivable pledged			—			—		8,000		—			8,000
Income taxes receivable			19,417			—		—		(19,417	)		—
Prepaid expenses			804			1,111		4,443		—			6,358
Deferred income taxes			1,064			—		—		(1,064	)		—
Notes receivable—officers			2,756			—		—		—			2,756
Due from affiliates			—			83,738		—		(83,738	)		—
Due from parent			4,573			—		—		—			4,573
Property and equipment, net			5,884			8,260		15,065		—			29,209
Goodwill and other intangibles, net			58			56,551		87,516		—			144,125
Debt issuance costs, net			4,990			—		210		—			5,200
Investment in subsidiaries			212,757			9,801		6,705		(229,263	)		—
Other			58			599		1,176		—			1,833
		$	271,189		$	187,384	$	171,769	$	(333,806	)	$	296,536
Liabilities and shareholder's equity
Accounts payable		$	148		$	7,225	$	9,872	$	—		$	17,245
Income taxes payable			—			18,329		1,099		(19,417	)		11
Accrued expenses			2,886			2,161		4,372		—			9,419
Accrued interest payable			1,491			57		432		(324	)		1,656
Deferred tax liability			—			1,902		—		(1,064	)		838
Due to affiliates			17,215			—		66,523		(83,738	)		—
Other collateralized borrowings			—			—		8,000		—			8,000
Revolving credit facilities			60,764			—		935		—			61,699
107/8% Senior Notes due 2006			109,190			—		—		—			109,190
Subordinated notes payable and other			20,000			—		81		—			20,081
			211,694			29,674		91,314		(104,543	)		228,139
Shareholder's equity:
	Common stock		—			—		—		—			—
	Additional paid-in capital		50,957			88,380		27,304		(115,684	)		50,957
	Retained earnings		9,034			68,059		45,520		(113,579	)		9,034
	Accumulated other comprehensive (loss) income		(496	)		1,271		7,631		—			8,406
Total shareholder's equity			59,495			157,710		80,455		(229,263	)		68,397
		$	271,189		$	187,384	$	171,769	$	(333,806	)	$	296,536

(1)

Does not include an adjustment, if any, for the value of the guarantees provided under the 9.75% Senior Notes due 2011.

F-26

Consolidating Statements of Operations

Year ended June 30, 2003

(In thousands)

		Dollar Financial Group, Inc.			Domestic Subsidiary Guarantors(1)		Foreign Subsidiary Guarantors(1)		Eliminations			Consolidated
Revenues		$	—		$	110,472	$	108,916	$	—		$	219,388
Store and regional expenses:
	Salaries and benefits		—			41,520		28,279		—			69,799
	Occupancy		—			11,130		7,726		—			18,856
	Depreciation		—			3,255		2,604		—			5,859
	Other		—			29,198		18,568		—			47,766
Total store and regional expenses			—			85,103		57,177		—			142,280
Corporate expenses			19,036			23		12,182		—			31,241
Management fee			(9,159	)		7,779		1,380		—			—
Loss on store closings and sales and other restructuring			3,485			407		95		—			3,987
Other depreciation and amortization			2,062			60		1,198		—			3,320
Interest expense, net			16,648			966		2,554		—			20,168
Establishment of reserve for legal matter			—			2,750		—		—			2,750
(Loss) income before income taxes			(32,072	)		13,384		34,330		—			15,642
Income tax (benefit) provision			(11,100	)		9,838		14,773		—			13,511
(Loss) income before equity in net (loss) income of subsidiaries			(20,972	)		3,546		19,557		—			2,131
Equity in net (loss) income of subsidiaries:
	Domestic subsidiary guarantors		3,546			—		—		(3,546	)		—
	Foreign subsidiary guarantors		19,557			—		—		(19,557	)		—
Net income		$	2,131		$	3,546	$	19,557	$	(23,103	)	$	2,131

(1)

Does not include an adjustment, if any, for the value of the guarantees provided under the 9.75% Senior Notes due 2011.

F-27

Consolidating Statements of Cash Flows

Year ended June 30, 2003

(In thousands)

			Dollar Financial Group, Inc.			Domestic Subsidiary Guarantors(1)			Foreign Subsidiary Guarantors(1)			Eliminations			Consolidated
Cash flows from operating activities:
Net income			$	2,131		$	3,546		$	19,557		$	(23,103	)	$	2,131
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
	Undistributed income of subsidiaries			(23,103	)		—			—			23,103			—
	Depreciation and amortization			3,853			3,316			3,802			—			10,971
	Loss on store closings and sales			3,485			407			95			—			3,987
	Deferred tax provision			102			681			—			—			783
	Changes in assets and liabilities (net of effect of acquisitions):
		(Increase) decrease in loans and other receivables		(7,106	)		6,060			(3,823	)		(4,249	)		(9,118	)
		(Increase) decrease in income taxes receivable		(10,961	)		1			—			10,960			—
		Decrease (increase) in prepaid expenses and other		96			800			(5	)		—			891
		(Decrease) increase in accounts payable, income taxes payable, accrued expenses and accrued interest payable		(5,469	)		10,798			(4,033	)		(6,711	)		(5,415	)
Net cash (used in) provided by operating activities activities				(36,972	)		25,609			15,593			—			4,230
Cash flows from investing activities:
Acquisitions, net of cash acquired				—			—			(3,251	)		—			(3,251	)
Additions to property and equipment				(874	)		(1,074	)		(5,480	)		—			(7,428	)
Net increase in due from affiliates				—			(39,727	)		—			39,727			—
Net cash used in investing activities activities				(874	)		(40,801	)		(8,731	)		39,727			(10,679	)
Cash flows from financing activities:
Other debt payments				—			—			(401	)		—			(401	)
Other collateralized borrowings				—			—			8,000			—			8,000
Net decrease in revolving credit facilities				(7,836	)		—			(9,401	)		—			(17,237	)
Payment of debt issuance costs				(490	)		—			(200	)		—			(690	)
Net increase in due from parent				(967	)		—			—			—			(967	)
Net increase (decrease) in due to affiliates				53,374			—			(13,647	)		(39,727	)		—
Net cash provided by (used in) financing activities				44,081			—			(15,649	)		(39,727	)		(11,295	)
Effect of exchange rate changes on cash and cash equivalents				—			—			2,916			—			2,916
Net increase (decrease) in cash and cash equivalents				6,235			(15,192	)		(5,871	)		—			(14,828	)
Cash and cash equivalents at beginning of year				1,746			41,405			43,482			—			86,633
Cash and cash equivalents at end of year			$	7,981		$	26,213		$	37,611		$	—		$	71,805

(1)

Does not include an adjustment, if any, for the value of the guarantees provided under the 9.75% Senior Notes due 2011.

F-28

DOLLAR FINANCIAL GROUP, INC.

INTERIM CONSOLIDATED BALANCE SHEETS

(In thousands except share amounts)

		June 30, 2003		September 30, 2003
				(unaudited)
ASSETS
Cash and cash equivalents		$	71,805	$	63,915
Loans and other receivables, net of reserve of $2,437 and $2,564			22,677		22,838
Loans receivable pledged			8,000		8,000
Prepaid expenses			6,358		6,340
Notes receivable—officers			2,756		2,756
Due from parent			4,573		4,823
Property and equipment, net of accumulated depreciation of $39,309 and $41,784			29,209		28,319
Goodwill and other intangibles, net of accumulated amortization of $21,308 and $22,094			144,125		143,789
Debt issuance costs, net of accumulated amortization of $7,945 and $8,396			5,200		4,925
Other			1,833		1,898
		$	296,536	$	287,603
LIABILITIES AND SHAREHOLDER'S EQUITY
Accounts payable		$	17,245	$	15,657
Income taxes payable			11		90
Accrued expenses			9,419		10,793
Accrued interest payable			1,656		5,322
Deferred tax liability			838		1,259
Other collateralized borrowings			8,000		8,000
Revolving credit facilities			61,699		47,948
107/8% Senior Notes due 2006			109,190		109,190
Subordinated notes payable and other			20,081		20,066
Shareholder's equity:
	Common stock, $1 par value: 20,000 shares authorized; 100 shares issued and outstanding at June 30, 2003 and September 30, 2003		—		—
Additional paid-in capital			50,957		50,957
Retained earnings			9,034		10,176
Accumulated other comprehensive income			8,406		8,145
	Total shareholder's equity		68,397		69,278
		$	296,536	$	287,603

See notes to interim unaudited consolidated financial statements.

F-29

DOLLAR FINANCIAL GROUP, INC.

INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

		Three Months Ended September 30,
		2002		2003
Revenues		$	52,653	$	56,990
Store and regional expenses:
	Salaries and benefits		17,147		18,777
	Occupancy		4,799		4,864
	Depreciation		1,619		1,448
	Other		12,857		12,965
Total store and regional expenses			36,422		38,054
Corporate expenses			7,248		7,241
Loss on store closings and sales			488		60
Other depreciation and amortization			843		958
Interest expense (net of interest income of $42 and $39)			4,931		5,247
Income before income taxes			2,721		5,430
Income tax provision			1,910		4,288
Net income		$	811	$	1,142

See notes to interim unaudited consolidated financial statements.

F-30

DOLLAR FINANCIAL GROUP, INC.

INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

			Three Months Ended September 30,
			2002			2003
Cash flows from operating activities:
Net income			$	811		$	1,142
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
	Depreciation and amortization			2,902			2,856
	Loss on store closings and sales			488			60
	Deferred tax provision			408			421
	Change in assets and liabilities:
		Increase in loans and other receivables and income taxes receivable		(8,298	)		(672	)
		Decrease (Increase) in prepaid expenses and other		411			(13	)
		Increase in accounts payable, income taxes payable, accrued expenses and accrued interest payable		576			2,895
Net cash (used in) provided by operating activities				(2,702	)		6,689
Cash flows from investing activities:
Additions to property and equipment				(1,092	)		(1,415	)
Net cash used in investing activities				(1,092	)		(1,415	)
Cash flows from financing activities:
Other debt payments				(45	)		(63	)
Net decrease in revolving credit facilities				(4,482	)		(13,751	)
Payment of debt issuance costs				(64	)		(175	)
Net increase in due from parent				(280	)		(250	)
Net cash used in financing activities				(4,871	)		(14,239	)
Effect of exchange rate changes on cash and cash equivalents				(680	)		1,075
Net decrease in cash and cash equivalents				(9,345	)		(7,890	)
Cash and cash equivalents at beginning of period				86,633			71,805
Cash and cash equivalents at end of period			$	77,288		$	63,915

See notes to interim unaudited consolidated financial statements.

F-31

DOLLAR FINANCIAL GROUP, INC.

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Information pertaining to the three months ended
September 30, 2003 and 2002 is unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation

        The accompanying unaudited interim consolidated financial statements of Dollar Financial Group, Inc. (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the Company's audited consolidated financial statements in its Annual Report on Form 10-K for the fiscal year ended June 30, 2003 filed with the Securities and Exchange Commission. In the opinion of management, all adjustments, (consisting of normal recurring adjustments), considered necessary for a fair presentation have been included. Operating results of interim periods are not necessarily indicative of the results that may be expected for a full fiscal year.

Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Principles of Consolidation

        The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Operations

        Dollar Financial Group, Inc., organized in 1979 under the laws of the State of New York, is a wholly owned subsidiary of DFG Holdings, Inc. ("Holdings"). The activities of Holdings consist primarily of its investment in the Company and additional third party debt. Holdings has no employees or operating activities as of September 30, 2003. The Company, through its subsidiaries, provides retail financial services to the general public through a network of 1,080 locations (of which 625 are Company owned) operating as Money Mart®, The Money Shop, Loan Mart® and Insta-Cheques in seventeen states, the District of Columbia, Canada and the United Kingdom. The services provided at the Company's retail locations include check cashing, short-term consumer loans, sale of money orders, money transfer services and various other related services. Also, the Company's subsidiary, Money Mart® Express (formerly known as moneymart.com™), services and originates short-term consumer loans through 450 independent document transmitters in 16 states.

2. Subsidiary Guarantor Unaudited Financial Information

        The Company's payment obligations under the 10⁷/8% Senior Notes due November 2006 ("Senior Notes") and Senior Subordinated Notes due 2006 ("Senior Subordinated Notes") are jointly and severally guaranteed on a full and unconditional basis by all of the Company's existing and future

F-32

subsidiaries (the "Guarantors"). The subsidiaries' guarantees of the Senior Notes rank pari passu in right of payment with all existing and future indebtedness of the Guarantors, including the obligations of the Guarantors under the Company's Revolving Credit Facility and any successor credit facilities. The subsidiaries' guarantees of the Senior Subordinated Notes are subordinated in right of payment to the senior indebtedness of the Guarantors. Pursuant to the Senior Notes or Senior Subordinated Notes, every direct and indirect wholly owned subsidiary of the Company, each of which is wholly-owned, serves as a guarantor of the Senior Notes and Senior Subordinated Notes.

        Separate financial statements of each Guarantor have not been presented because management has determined that they would not be material to investors. The accompanying tables set forth the condensed consolidating balance sheet at September 30, 2003, and the condensed consolidating statements of operations and cash flows for the three month period ended September 30, 2003 of the Company (on a parent-company basis), combined domestic Guarantors, combined foreign subsidiaries and the consolidated Company.

F-33

CONSOLIDATING BALANCE SHEETS
September 30, 2003
(In thousands)

		Dollar Financial Group, Inc.			Domestic Subsidiary Guarantors(1)		Foreign Subsidiary Guarantors(1)		Eliminations			Consolidated
Assets
Cash and cash equivalents		$	9,639		$	21,936	$	32,340	$	—		$	63,915
Loans and other receivables, net			8,991			1,959		12,206		(318	)		22,838
Loans receivable pledged			—			—		8,000		—			8,000
Income taxes receivable			22,036			—		—		(22,036	)		—
Prepaid expenses			755			977		4,608		—			6,340
Deferred income taxes			1,064			—		—		(1,064	)		—
Notes receivable—officers			2,756			—		—		—			2,756
Due from affiliates			—			93,195		—		(93,195	)		—
Due from parent			4,823			—		—		—			4,823
Property and equipment, net			5,429			7,838		15,052		—			28,319
Goodwill and other intangibles, net			29			56,537		87,223		—			143,789
Debt issuance costs, net			4,714			—		211		—			4,925
Investment in subsidiaries			219,165			9,801		6,705		(235,671	)		—
Other			93			600		1,205		—			1,898
		$	279,494		$	192,843	$	167,550	$	(352,284	)	$	287,603
Liabilities and shareholder's equity
Accounts payable		$	1,503		$	5,849	$	8,305	$	—		$	15,657
Income taxes payable			—			20,542		1,584		(22,036	)		90
Accrued expenses			2,554			3,401		4,838		—			10,793
Accrued interest payable			4,984			88		568		(318	)		5,322
Deferred tax liability			—			2,323		—		(1,064	)		1,259
Due to affiliates			32,831			—		60,364		(93,195	)		—
Other collateralized borrowings			—			—		8,000		—			8,000
Revolving credit facilities			47,775			—		173		—			47,948
107/8% Senior Notes due 2006			109,190			—		—		—			109,190
Subordinated notes payable and other			20,000			—		66		—			20,066
			218,837			32,203		83,898		(116,613	)		218,325
Shareholder's equity:
	Common stock		—			—		—		—			—
	Additional paid-in capital		50,957			85,524		27,304		(112,828	)		50,957
	Retained earnings		10,176			73,460		49,383		(122,843	)		10,176
	Accumulated other comprehensive (loss) income		(476	)		1,656		6,965		—			8,145
Total shareholder's equity			60,657			160,640		83,652		(235,671	)		69,278
		$	279,494		$	192,843	$	167,550	$	(352,284	)	$	287,603

(1)

Does not include an adjustment, if any, for the value of the guarantees provided under the 9.75% Senior Notes due 2011.

F-34

CONSOLIDATING STATEMENTS OF OPERATIONS
Three Months Ended September 30, 2003
(In thousands)

		Dollar Financial Group, Inc.			Domestic Subsidiary Guarantors(1)			Foreign Subsidiary Guarantors(1)		Eliminations			Consolidated
Revenues		$	—		$	26,091		$	30,899	$	—		$	56,990
Store and regional expenses:
	Salaries and benefits		—			10,623			8,154		—			18,777
	Occupancy		—			2,840			2,024		—			4,864
	Depreciation		—			794			654		—			1,448
	Other		—			7,069			5,896		—			12,965
Total store and regional expenses			—			21,326			16,728		—			38,054
Corporate expenses			3,626			—			3,615		—			7,241
Management fee			(542	)		—			542		—			—
Loss on store closings and sales and other restructuring			60			—			—		—			60
Other depreciation and amortization			542			15			401		—			958
Interest expense, net			4,053			(591	)		1,785		—			5,247
(Loss) income before income taxes			(7,739	)		5,341			7,828		—			5,430
Income tax (benefit) provision			(2,474	)		2,798			3,964		—			4,288
(Loss) income before equity in net income of subsidiaries			(5,265	)		2,543			3,864		—			1,142
Equity in net income of subsidiaries:
	Domestic subsidiary guarantors		2,543			—			—		(2,543	)		—
	Foreign subsidiary guarantors		3,864			—			—		(3,864	)		—
Net income		$	1,142		$	2,543		$	3,864	$	(6,407	)	$	1,142

(1)

Does not include an adjustment, if any, for the value of the guarantees provided under the 9.75% Senior Notes due 2011.

F-35

CONSOLIDATING STATEMENTS OF CASH FLOWS
Three Months Ended September 30, 2003
(In thousands)

			Dollar Financial Group, Inc.			Domestic Subsidiary Guarantors(1)			Foreign Subsidiary Guarantors(1)			Eliminations			Consolidated
Cash flows from operating activities:
Net income			$	1,142		$	2,543		$	3,864		$	(6,407	)	$	1,142
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Undistributed income of subsidiaries				(6,407	)		—			—			6,407			—
	Depreciation and amortization			993			807			1,056			—			2,856
	Loss on store closings and sales			60			—			—			—			60
	Deferred tax provision			—			421			—			—			421
	Changes in assets and liabilities (net of effect of acquisitions):
		Decrease (increase) in loans and other receivables		1,856			(848	)		(1,998	)		318			(672	)
		(Increase) decrease in income taxes receivable		(2,619	)		—			—			2,619			—
		Decrease (increase) in prepaid expenses and other		13			135			(161	)		—			(13	)
		Increase (decrease) in accounts payable, income taxes payable, accrued income taxes payable, accrued expenses and accrued interest payable		4,456			2,092			(716	)		(2,937	)		2,895
Net cash (used in) provided by operating activities activities				(506	)		5,150			2,045			—			6,689
Cash flows from investing activities:
Additions to property and equipment				(58	)		(371	)		(986	)		—			(1,415	)
Net increase in due from affiliates				—			(9,056	)		—			9,056			—
Net cash used in investing activities activities				(58	)		(9,427	)		(986	)		9,056			(1,415	)
Cash flows from financing activities:
Other debt payments				—			—			(63	)		—			(63	)
Net decrease in revolving credit facilities				(12,989	)		—			(762	)		—			(13,751	)
Payment of debt issuance costs				(175	)		—			—			—			(175	)
Net increase in due from parent				(250	)		—			—			—			(250	)
Net increase (decrease) in due to affiliates				15,636			—			(6,580	)		(9,056	)		—
Net cash provided by (used in) financing activities				2,222			—			(7,405	)		(9,056	)		(14,239	)
Effect of exchange rate changes on cash and cash equivalents				—			—			1,075			—			1,075
Net decrease (increase) in cash and cash equivalents				1,658			(4,277	)		(5,271	)		—			(7,890	)
Cash and cash equivalents at beginning of period				7,981			26,213			37,611			—			71,805
Cash and cash equivalents at end of period			$	9,639		$	21,936		$	32,340		$	—		$	63,915

F-36

3. Goodwill and Other Intangibles

        In accordance with the adoption provisions of SFAS No. 142, the Company is required to perform goodwill impairment tests on at least an annual basis. The Company performs its annual impairment test as of June 30. There can be no assurance that future goodwill impairment tests will not result in a charge to earnings. The Company has covenants not to compete, which are deemed to have a definite life and will continue to be amortized. Amortization for these intangibles for the three months ended September 30, 2003 was $43,000. The estimated aggregate amortization expense for each of the five succeeding fiscal years ending June 30, is:

Year	Amount
2004	$	95,000
2005		20,000
2006		—
2007		—
2008		—

        The following table reflects the components of intangible assets (in thousands):

		June 30, 2003				September 30, 2003
		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Non-amortized intangible assets:
	Cost in excess of net assets acquired	$	162,987	$	18,977	$	163,434	$	19,717
Amortized intangible assets:
	Covenants not to compete		2,446		2,331		2,445		2,377

4. Comprehensive (Loss) Income

        Comprehensive (loss) income is the change in equity from transactions and other events and circumstances from non-owner sources, which includes foreign currency translation. The following shows the comprehensive (loss) income for the periods stated:

	Three Months Ended September 30,
	2002			2003
Net income	$	811		$	1,142
Foreign currency translation adjustment		(1,396	)		(261	)
Total comprehensive (loss) income	$	(585	)	$	881

5. Loss on Store Closings and Sales and Other Restructuring

        During the fiscal year ended June 30, 2003, the Company closed 27 stores and consolidated and relocated certain non-operating functions to reduce costs and increase efficiencies. Costs incurred with that restructuring comprised severance and other retention benefits to employees who were involuntarily terminated and closure costs related to the locations the Company will no longer utilize. The restructuring was completed by June 30, 2003. All of the locations that were closed and for which the workforce was reduced are included in the United States geographic segment. The Company, as required, adopted Financial Accounting Standards Board Statement No. 146, Accounting for Costs

F-37

Associated with Disposal or Exit Activities, on January 1, 2003. During the first quarter of fiscal 2004, charges previously accrued for severance and other retention benefits were reclassed to store closure costs.

        Following is a reconciliation of the beginning and ending balances of the restructuring liability (in millions):

	Severance and Other Retention Benefits			Store Closure Costs			Total
Balance at June 30, 2003	$	1.2		$	0.2		$	1.4
Charge recorded in earnings		—			—			—
Reclassification		(0.7	)		0.7			—
Amounts paid		(0.3	)		(0.3	)		(0.6	)
Non-cash charges		—			—			—
Balance at September 30, 2003	$	0.2		$	0.6		$	0.8

        The Company also expenses costs related to the closure of stores in the normal course of its business. Costs directly expensed for the three months ended September 30, 2003 and 2002 were $60,000 and $488,000, respectively.

6. Geographic Segment Information

        All operations for which geographic data is presented below are in one principal industry (check cashing and ancillary services) (in thousands):

	United States			Canada		United Kingdom		Total
As of and for the three months ended September 30, 2002
Identifiable assets	$	143,340		$	69,093	$	74,621	$	287,054
Goodwill and other intangibles, net		56,500			32,287		42,780		131,567
Sales to unaffiliated customers		26,080			16,374		10,199		52,653
(Loss) income before income taxes		(8,831	)		9,821		1,731		2,721
Income tax (benefit) provision		(2,494	)		3,882		522		1,910
Net (loss) income		(6,337	)		5,939		1,209		811
As of and for the three months ended September 30, 2003
Identifiable assets	$	126,238		$	84,082	$	77,283	$	287,603
Goodwill and other intangibles, net		56,566			38,535		48,688		143,789
Sales to unaffiliated customers		26,091			19,340		11,559		56,990
(Loss) income before income taxes		(2,398	)		5,729		2,099		5,430
Income tax (benefit) provision		324			2,827		1,137		4,288
Net (loss) income		(2,722	)		2,902		962		1,142

7. Derivative Instruments and Hedging Activities

        Operations in the United Kingdom and Canada have exposed the Company to shifts in currency valuations. From time to time, the Company may elect to purchase put options in order to protect earnings in the United Kingdom and Canada against foreign currency fluctuations. Out of the money

F-38

put options may be purchased because they cost less than completely averting risk, and the maximum downside is limited to the difference between the strike price and exchange rate at the date of purchase and the price of the contracts. At September 30, 2003, the Company held put options with an aggregate notional value of £3.0 million to protect the currency exposure in the United Kingdom throughout the remainder of the calendar year. The Company also held put options with an aggregate notional value of $(CAD)36.0 million to protect the currency exposure in Canada throughout the remainder of the fiscal year. All put options for the quarter ended September 30, 2003 expired out of the money. There was no such hedging activity for the same period in fiscal 2003.

        The Company's revolving credit facility and overdraft credit facilities carry a variable rate of interest. As most of the Company's average outstanding indebtedness carries a fixed rate of interest, a change in interest rates is not expected to have a material impact on the consolidated financial position, results of operations or cash flows of the Company.

8. Contingent Liabilities

        On October 21, 2003, a former customer, Kenneth D. Mortillaro, commenced an action against the Company's Canadian subsidiary on behalf of a purported class of Canadian borrowers (except those residing in British Columbia and Québec) who, Mortillaro claims, were subjected to usurious charges in payday-loan transactions. The action, which is pending in the Ontario Superior Court of Justice, alleges violations of a Canadian federal law proscribing usury and seeks restitution and damages in an unspecified amount, including punitive damages. Like the plaintiff in the MacKinnon action referred to below, Mortillaro has agreed to arbitrate all disputes with the Company; and, assuming the Company is served, it will seek to enforce the arbitration agreement. The Company believes that it has meritorious procedural and substantive defenses to Mortillaro's claims, and it intends to defend those claims vigorously.

        The Company is a defendant in four putative class-action lawsuits, all of which were commenced by the same plaintiffs' law firm, alleging violations of California's wage-and-hour laws. The named plaintiffs in these suits, which are pending in the Superior Court of the State of California, are the Company's former employees Vernell Woods (commenced August 22, 2000), Juan Castillo (commenced May 1, 2003), Stanley Chin (commenced May 7, 2003) and Kenneth Williams (commenced June 3, 2003). Each of these suits seeks an unspecified amount of damages and other relief in connection with allegations that the Company misclassified California store (Woods) and regional (Castillo) managers as "exempt" from a state law requiring the payment of overtime compensation, that the Company failed to provide employees with meal and rest breaks required under a new state law (Chin) and that the Company computed bonuses payable to store managers using an impermissible profit-sharing formula (Williams). In January 2003, without admitting liability, the Company sought to settle the Woods case, which the Company believes to be the most significant of these suits, by offering each individual putative class member an amount intended in good faith to settle his or her claim. As of September 30, 2003, 92% of these settlement offers had been accepted. Plaintiffs' counsel is presently disputing through arbitration the validity of the settlements accepted by the individual putative class members. The Company believes that it has meritorious defenses to the challenge and to the claims of the non-settling putative Woods class members and plan to defend them vigorously. The Company believes that it has adequately provided for the costs associated with this matter. The Company is vigorously

F-39

defending the Castillo, Chin and Williams lawsuits and believes it has meritorious defenses to the claims asserted in those matters. The Company believes the outcome of such litigation will not significantly affect its financial results.

        On January 29, 2003, a former customer, Kurt MacKinnon, commenced an action against the Company's Canadian subsidiary and 26 other Canadian lenders on behalf of a purported class of British Columbia residents who, plaintiff claims, were overcharged in payday-loan transactions. The action, which is pending in the Supreme Court of British Columbia, alleges violations of laws proscribing usury and unconscionable trade practices and seeks restitution and damages, including punitive damages, in an unknown amount. On March 25, 2003, the Company moved to stay the action as against it and to compel arbitration of plaintiff's claims as required by his agreement with the Company. The Company is presently awaiting a decision on that motion. The Company believes it has meritorious defenses to the action and intends to defend it vigorously. The Company believes the outcome of such litigation will not significantly affect its financial results.

        On October 30, 2002, the Oklahoma Administrator of Consumer Credit issued an administrative order revoking the supervised-lending license of the Company's Oklahoma subsidiary on the ground that certain loans marketed by the subsidiary and made by County Bank did not conform with Oklahoma usury laws. The Administrator's order also requires the subsidiary to refund certain purportedly excess finance charges collected by County Bank. The Administrator's order is presently on appeal to the Oklahoma District Court. On August 20, 2003, that court denied the Administrator's motion to require the subsidiary to desist from further loan-origination activities pending appeal. The subsidiary is also appealing a federal court's abstention from ruling on this matter to the United States Court of Appeals for the Tenth Circuit. The Company is presently unable to evaluate the likelihood of any particular outcome of this matter but, in the Company's opinion, the outcome of such litigation will not significantly affect the Company's financial results.

        In addition to the litigation discussed above, the Company is involved in routine litigation and administrative proceedings arising in the ordinary course of business. In the opinion of management, the outcome of such litigation and proceedings will not significantly affect the Company's consolidated financial statements.

9. Subsequent Events

        On November 13, 2003, the Company issued $220.0 million principal amount of 9.75% Senior Notes due 2011 under Rule 144A and Regulation S of the Securities Act of 1933 and entered into a new $55.0 million Senior Secured Reducing Revolving Credit Facility. The proceeds from these transactions were used to repay, in full, all borrowings outstanding under the Company's existing credit facility, redeem the entire $109.2 million principal amount of the Company's 10.875% Senior Notes due 2006, redeem the entire $20.0 million principal amount of the Company's 10.875% Senior Subordinated Noted due 2006, distribute to Holdings $20.0 million to redeem an equal amount of Holdings' 13.0% Senior Discount Notes due 2006, and pay all related fees, expenses and redemption premiums with respect to these transactions. In addition, $49.4 million, or 50% of the accreted value, of Holdings' Senior Discount Notes were exchanged for 16% Senior Notes due 2012 and $49.4 million, or 50% of the accreted value, of Holdings' Senior Discount Notes were exchanged for 13.95% Senior Subordinated Notes due 2012. All of the unamortized debt issuance costs were charged to expense.

F-40

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders
DFG Holdings, Inc.

        We have audited the accompanying consolidated balance sheets of DFG Holdings, Inc. as of June 30, 2003 and 2002, and the related consolidated statements of operations, shareholders' deficit, and cash flows for each of the three years in the period ended June 30, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of DFG Holdings, Inc. at June 30, 2003 and 2002, and the consolidated results of its operations and its cash flows for each of the three years in the period ended June 30, 2003, in conformity with accounting principles generally accepted in the United States.

        As discussed in Note 9 to the financial statements, in fiscal 2002 DFG Holdings, Inc. changed its method of accounting for its goodwill.

/s/  ERNST & YOUNG LLP

Philadelphia, Pennsylvania
September 29, 2003, except for Note 17
as to which the date is November 13, 2003

F-41

DFG HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands except share amounts)

		June 30,
		2002			2003
Assets
Cash and cash equivalents		$	86,637		$	71,809
Loans and other receivables, net of reserve of $2,862 and $2,437			21,458			23,851
Loans receivable pledged			—			8,000
Income taxes receivable			56			1,559
Prepaid expenses			6,745			6,358
Deferred income taxes			11,300			15,610
Notes receivable—officers			2,756			2,756
Property and equipment, net of accumulated depreciation of $30,119 and $39,309			30,510			29,209
Goodwill and other intangibles, net of accumulated amortization of $21,070 and $22,017			132,264			143,416
Debt issuance costs, net of accumulated amortization of $7,071 and $9,201			8,167			6,737
Other			1,964			1,833
		$	301,857		$	311,138
Liabilities and shareholders' deficit
Accounts payable		$	18,249		$	17,245
Accrued expenses			8,025			9,593
Accrued interest payable			1,539			1,656
Other collateralized borrowings			—			8,000
Revolving credit facilities			78,936			61,699
107/8% Senior Notes due 2006			109,190			109,190
Subordinated notes payable and other			20,065			20,081
13% Senior Discount Notes due 2006			98,271			112,644
Shareholders' deficit:
	Common stock, $.001 par value: 100,000 shares authorized; 19,865 shares issued at June 30, 2002 and 2003		—			—
	Additional paid-in capital		61,481			61,481
	Accumulated deficit		(84,289	)		(92,883	)
	Accumulated other comprehensive (loss) income		(4,345	)		7,697
	Treasury stock at cost; 107 shares at June 30, 2002 and 2003		(956	)		(956	)
	Management equity loan		(4,309	)		(4,309	)
Total shareholders' deficit			(32,418	)		(28,970	)
		$	301,857		$	311,138

See accompanying notes.

F-42

DFG HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

		Year ended June 30,
		2001			2002			2003
Revenues		$	195,499		$	201,976		$	219,388
Store and regional expenses:
	Salaries and benefits		57,453			65,295			69,799
	Occupancy		16,881			18,087			18,856
	Depreciation		5,829			6,522			5,859
	Other		45,321			46,238			47,766
Total store and regional expenses			125,484			136,142			142,280
Establishment of reserves for new consumer lending arrangements			—			2,244			—
Corporate expenses			22,500			24,516			31,241
Management fee			864			1,049			1,049
Loss on store closings and sales and other restructuring			926			1,435			3,987
Other depreciation and amortization			1,952			2,709			3,320
Interest expense, net of interest income in 2001, 2002 and 2003 of $731, $513 and $431, respectively			31,307			31,274			34,620
Establishment of reserve for legal matter			—			—			2,750
Income before income taxes			7,756			2,607			141
Income tax provision			9,199			5,999			8,735
Net loss		$	(1,443	)	$	(3,392	)	$	(8,594	)

See accompanying notes.

F-43

DFG HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT

(In thousands, except share data)

		Common Stock									Accumulated Other Comprehensive (Loss) Income
						Additional Paid-in Capital		Accumulated Deficit						Treasury Stock			Management Equity Loan			Total Shareholders' Deficit
		Shares		Amount
Balance, June 30, 2000		19,865		$	—	$	61,481	$	(79,454	)	$	(5,538	)	$	—		$	(4,309	)	$	(27,820	)
Comprehensive loss
	Translation adjustment for the year ended June 30, 2001											(3,661	)								(3,661	)
	Net loss for the year ended June 30, 2001								(1,443	)											(1,443	)
Total comprehensive loss																					(5,104	)
Purchase of treasury stock		(107	)												(956	)					(956	)
Balance, June 30, 2001		19,758			—		61,481	$	(80,897	)		(9,199	)		(956	)		(4,309	)		(33,880	)
Comprehensive loss
	Translation adjustment for the year ended June 30, 2002											4,854									4,854
	Net loss for the year ended June 30, 2002								(3,392	)											(3,392	)
Total comprehensive loss																					1,462
Balance, June 30, 2002		19,758			—		61,481		(84,289	)		(4,345	)		(956	)		(4,309	)		(32,418	)
Comprehensive income
	Translation adjustment for the year ended June 30, 2003											12,042									12,042
	Net loss for the year ended June 30, 2003								(8,594	)											(8,594	)
Total comprehensive income																					3,448
Balance, June 30, 2003		19,758		$	—	$	61,481	$	(92,883	)	$	7,697		$	(956	)	$	(4,309	)	$	(28,970	)

See accompanying notes.

F-44

DFG HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

			Year ended June 30
			2001			2002			2003
Cash flows from operating activities:
Net loss			$	(1,443	)	$	(3,392	)	$	(8,594	)
Adjustments to reconcile net loss to net cash provided by operating activities:
	Accretion of interest expense from 13% Senior Discount Notes			10,939			12,539			14,373
	Depreciation and amortization			14,213			11,040			11,309
	Loss on store closings and sales and other restructuring			926			1,154			3,987
	Establishment of reserves for new consumer lending arrangements			—			2,244			—
	Deferred tax benefit			(1,611	)		(4,184	)		(4,310	)
	Change in assets and liabilities (net of effect of acquisitions):
		(Increase) decrease in loans and other receivables		(5,609	)		1,328			(9,376	)
		(Increase) decrease in income taxes receivable		458			(56	)		317
		(Increase) decrease in prepaid expenses and other		(338	)		260			891
		Decrease in accounts payable, income taxes payable, accrued expenses and accrued interest payable		(1,957	)		(7,491	)		(5,334	)
Net cash provided by operating activities				15,578			13,442			3,263
Cash flows from investing activities:
Acquisitions, net of cash acquired				(20,346	)		(45	)		(3,251	)
Gross proceeds from sale of property and equipment				110			—			—
Additions to property and equipment				(12,129	)		(10,063	)		(7,428	)
Net cash used in investing activities				(32,365	)		(10,108	)		(10,679	)
Cash flows from financing activities:
Other debt payments				(284	)		(64	)		(401	)
Payments of advance from money transfer agent				(1,000	)		—			—
Other collateralized borrowings				—			—			8,000
Net increase (decrease) in revolving credit facilities				18,246			11,112			(17,237	)
Payments of debt issuance costs				(244	)		(571	)		(690	)
Purchase of treasury stock				(354	)		(57	)		—
Net cash (used in) provided by financing activities				16,364			10,420			(10,328	)
Effect of exchange rate changes on cash and cash equivalents				(515	)		427			2,916
Net (decrease) increase in cash and cash equivalents				(938	)		14,181			(14,828	)
Cash and cash equivalents at beginning of year				73,394			72,456			86,637
Cash and cash equivalents at end of year			$	72,456		$	86,637		$	71,809
Supplemental disclosures of cash flow information:
Interest paid			$	19,410		$	17,472		$	18,432
Income taxes paid			$	4,800		$	16,035		$	14,548

See accompanying notes.

F-45

DFG HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2003

1. Organization and Business

        The accompanying consolidated financial statements are those of DFG Holdings, Inc. (the "Company") and its wholly-owned subsidiaries. The Company is the parent company of Dollar Financial Group, Inc. and its wholly owned subsidiaries ("OPCO"). The activities of the Company consist primarily of its investment in OPCO.

        OPCO, through its subsidiaries, provides retail financial services through a network of 1,084 locations (of which 624 are Company-operated) operating as Money Mart®, The Money Shop, Loan Mart® and Insta-Cheques in seventeen states, the District of Columbia, Canada and the United Kingdom. The services provided at the Company's retail locations include check cashing, short-term consumer loans, sale of money orders, money transfer services and various other related services. Also, OPCO's subsidiary Money Mart Express® (formerly known as moneymart.com™) services and originates short-term consumer loans through 443 independent document transmitter locations in 16 states.

2. Significant Accounting Policies

Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Principles of Consolidation

        The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Reclassification

        Certain prior year amounts have been reclassified to conform to current year presentation.

Revenue recognition

        Generally, revenue is recognized when services for the customer have been provided which, in the case of check cashing and other retail products, is at the point of sale. For the unsecured short-term loan service, all revenues are recognized ratably over the life of the loan, offset by net write-offs.

Property and Equipment

        Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using either the straight-line or double declining balance method over the estimated useful lives of the assets, which vary from three to fifteen years.

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Cash and Cash Equivalents

        Cash includes cash in stores and demand deposits with financial institutions. Cash equivalents are defined as short-term, highly liquid investments both readily convertible to known amounts of cash and so near maturity that there is insignificant risk of changes in value because of changes in interest rates.

Intangible Assets

        The Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets" effective July 1, 2001 and as a result has not amortized goodwill for the fiscal years ended June 30, 2002 and 2003. SFAS 142 changes the accounting for certain intangibles, including goodwill, from an amortization method to an impairment-only approach. Under the provisions of SFAS 142, intangible assets, including goodwill, that are not subject to amortization will be tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired, using a two-step impairment assessment. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired, and the second step of the impairment test is not necessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss if any (see Note 8). The Company has completed the required impairment tests and determined that goodwill was not impaired.

Debt Issuance Costs

        Debt issuance costs are amortized using the straight-line method over the remaining term of the related debt (see Note 5).

Store and Regional Expenses

        The direct costs incurred in operating OPCO's stores have been classified as store expenses. Store expenses include salaries and benefits of store and regional employees, rent and other occupancy costs, depreciation of property and equipment, bank charges, armored security costs, net returned checks, cash shortages, cost of goods sold and other costs incurred by the stores. Excluded from store operations are the corporate expenses of OPCO, which include salaries and benefits of corporate employees, professional fees and travel costs.

Consumer Loan Loss Reserves and Check Cashing Returned Item Policy

        OPCO maintains a loan loss reserve for anticipated losses for loans OPCO makes directly as well as for fee adjustments for losses on loans OPCO originates and services for others. To estimate the appropriate level of loan loss reserves, the Company considers the amount of outstanding loans owed to the Company, as well as loans owed to banks and serviced by OPCO, historical loans charged off, current collection patterns and current economic trends. As these conditions change, the Company may need to make additional allowances in future periods.

        A loss on consumer loans is charged against revenues during the period in which the loss occurred. A recovery is credited to revenues during the period in which the recovery is made. These net losses

F-47

and changes in the loan loss reserve are charged to revenues in the consolidated statements of operations.

        OPCO charges operating expense for losses on returned checks during the period in which such checks are returned. Recoveries on returned checks are credited to operating expense in the period during which recovery occurs. The net expense for bad checks included in other store expenses in the accompanying consolidated statements of operations was $8,186,000, $7,063,000 and $6,738,000 for the years ended June 30, 2001, 2002 and 2003, respectively.

Income Taxes

        The Company uses the liability method to account for income taxes. Accordingly, deferred income taxes have been determined by applying current tax rates to temporary differences between the amount of assets and liabilities determined for income tax and financial reporting purposes.

Employees' Retirement Plan

        Retirement benefits are provided to substantially all full-time employees who have completed 1,000 hours of service through a defined contribution retirement plan. OPCO will match 50% of each employee's contribution, up to 8% of the employee's compensation. In addition, a discretionary contribution may be made if OPCO meets its financial objectives. The amount of contributions charged to expense was $545,000, $614,000 and $775,000 for the years ended June 30, 2001, 2002 and 2003, respectively.

Advertising Costs

        OPCO expenses advertising costs as incurred. Advertising costs charged to expense were $6,061,000, $5,844,000 and $6,922,000 for the years ended June 30, 2001, 2002 and 2003, respectively.

Fair Value of Financial Instruments

        The carrying values of the revolving credit facilities approximate fair values, as these obligations carry a variable interest rate. The fair value of OPCO's Senior Notes is based on quoted market prices and the fair value of the Senior Subordinated Notes is based on the value of the Senior Notes (see Note 5). OPCO's other financial instruments consist of cash and cash equivalents, loan and other receivables, which are short-term in nature and their fair value approximates their carrying value.

Foreign Currency Translation and Transactions

        OPCO operates check cashing and financial services outlets in Canada and the United Kingdom. The financial statements of these foreign businesses have been translated into U.S. dollars in accordance with accounting principles generally accepted in the United States. All balance sheet accounts are translated at the current exchange rate and income statement items are translated at the average exchange rate for the period; resulting translation adjustments are made directly to a separate component of shareholders' equity. Gains or losses resulting from foreign currency transactions are included in corporate expenses.

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Franchise Fees and Royalties

        OPCO recognizes initial franchise fees upon fulfillment of all significant obligations to the franchisee. Royalties from franchisees are accrued as earned. The standard franchise agreements grant to the franchisee the right to develop and operate a store and use the associated trade names, trademarks, and service marks within the standards and guidelines established by OPCO. Initial franchise fees included in revenues were $216,000, $59,000 and $283,000 for the years ended June 30, 2001, 2002 and 2003, respectively.

Pending Accounting Pronouncements

        In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities." This interpretation provides guidance on how to identify a variable interest entity ("VIE") and determine when the assets, liabilities, noncontrolling interests, and results of operations of a VIE need to be included in a company's consolidated financial statements. A company that holds a variable interest in an entity will need to consolidate the entity if the company's interest in the VIE is such that it will absorb a majority of the VIE's expected losses and/or receive a majority of the entity's expected residual returns, if they occur. The new accounting provisions of this interpretation become effective on December 31, 2003. The Company has not entered into any new transactions involving VIE's on or after February 1, 2003. The impact of this pronouncement is not expected to have a material effect on the Company's financial position or results of operations.

3. Stock Option Plan

        The Company's Stock Incentive Plan (the "Plan") states that 1,413.32 shares of the common stock may be awarded to employees or consultants of OPCO. The awards, at the discretion of the Board of Directors, may be issued as nonqualified stock options or incentive stock options. Stock appreciation rights ("SAR") may also be granted in tandem with the nonqualified stock options or the incentive stock options. Exercise of the SARs cancels the option for an equal number of shares and exercise of the nonqualified stock options or incentive stock options cancels the SARs for an equal number of shares. The number of shares issued under the Plan is subject to adjustment as specified in the Plan provisions. No options may be granted after February 15, 2009. The options are exercisable in 20% increments annually on the first, second, third, fourth and fifth anniversary of the grant date and have a term of ten years from the date of issuance.

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        The following table presents information on stock options:

		Shares		Price Per Share
Options outstanding at June 30, 2000 (293.03 shares exercisable)		979		$	3,225
	Granted	218			7,250
	Exercised	—			—
	Forfeited	(45	)		3,225
Options outstanding at June 30, 2001 (416.83 shares exercisable)		1,152			3,225/7,250
	Granted	—			—
	Exercised	—			—
	Forfeited	(46	)		3,225
Options outstanding at June 30, 2002 (652.03 shares exercisable)		1,106			3,225/7,250
	Granted	—			—
	Exercised	—			—
	Forfeited	(134	)		3,225/7,250
Options outstanding at June 30, 2003 (784.03 shares exercisable)		972			3,225/7,250

        The following table presents information on stock options by exercise price:

		Options Outstanding		Options Exercisable
Exercise Price		Number Outstanding at June 30, 2003	Weighted Average Remaining Contractual Life (Years)	Number Exercisable at June 30, 2003
$	3,225	868	0.7	742.43
$	7,250	104	3.0	41.60
		972	1.0	784.03

        The Company has elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related interpretations in accounting for its employee stock options because the alternative fair value accounting provided for under FASB Statement No. 123, "Accounting for Stock-Based Compensation," requires use of option valuation models that were not developed for use in valuing employee stock options. Under APB 25, because the exercise price of the Company's employee stock options equals the estimated market price of the underlying stock on the date of grant, no compensation expense is recognized.

        Pro forma information regarding net income and earnings per share is required by Statement No. 123; however, the effect of applying Statement No. 123 to Holdings' stock-based awards results in a net loss that is not materially different from amounts reported.

F-50

4. Property and Equipment

        Property and equipment at June 30, 2002 and 2003 consist of (in thousands):

	June 30,
	2002		2003
Land and buildings	$	146	$	157
Leasehold improvements		17,874		20,871
Equipment and furniture		42,609		47,490
		60,629		68,518
Less accumulated depreciation		30,119		39,309
Total property and equipment	$	30,510	$	29,209

        Depreciation expense amounted to $7,497,000, $8,835,000 and $9,006,000 for the years ended June 30, 2001, 2002 and 2003, respectively.

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5.    Debt

        The Company has debt obligations at June 30, 2002 and 2003 as follows (in thousands):

	June 30,
	2002		2003
Revolving credit facility; interest at one-day Eurodollar, as defined, plus 3.50% and 4.00% at June 30, 2002 and 2003, respectively (5.31% and 5.125% at June 30, 2002 and 2003, respectively) of the outstanding daily balances payable monthly; principal due in full on June 30, 2004; weighted average interest rate of 5.14% and 5.36% for the years ended June 30, 2002 and 2003, respectively	$	68,600	$	60,764
Canadian overdraft credit facility; interest at Canadian prime, as defined, plus 0.50% (4.25% and 5.00% at June 30, 2002 and 2003, respectively) of the outstanding daily balances payable monthly; weighted average interest rate of 4.56% and 4.62% for the years ended June 30, 2002 and 2003, respectively		4,791		—
United Kingdom overdraft facility; interest at the LIBOR Rate, as defined, plus 1.00% at June 30, 2002 and 2003, (5.00% and 4.75% at June 30, 2002 and 2003 respectively) of the outstanding daily balances payable quarterly; weighted average interest rate of 5.32% and 4.90% for the years ended June 30, 2002 and 2003, respectively		5,545		935
13% Senior Discount Notes due December 18, 2006; interest payable semi-annually in arrears June 30 and December 30, commencing June 30, 2004		98,271		112,644
Other collateralized borrowings; interest rate of 15.6% subject to loss rates on the related UK loans pledged and can increase to a maximum of 32.4% per annum		—		8,000
107/8% Senior Notes due November 15, 2006; interest payable semiannually on May 15 and November 15		109,190		109,190
107/8% Senior Subordinated Notes due December 31, 2006; interest payable semiannually on June 30 and December 30		20,000		20,000
Other		65		81
	$	306,462	$	311,614

        OPCO has $109.2 million of 10⁷/8% senior notes due 2006 (the "Notes"), which are registered under the Securities Act of 1933, as amended. The payment obligations under the Notes are jointly and severally guaranteed, on a full and unconditional basis, by each of OPCO's existing subsidiaries (the "Guarantors"). There are no restrictions on OPCO's and the guarantor subsidiaries' ability to obtain funds from their subsidiaries by dividend or by loan. Separate financial statements of each guarantor subsidiary have not been presented because management has determined that they would not be material to investors.

        Subject to restrictions under OPCO's credit facility ("Revolving Credit Facility") discussed below, the Notes are redeemable at the option of OPCO, in whole or in part at the following redemption

F-52

prices (plus accrued and unpaid interest thereon, if any, to the date of redemption): during the twelve-month period beginning November 2002 - 103.625%; 2003 - 101.813%; and 2004 - 100.000%. Upon the occurrence of a change of control, as defined, each holder of Notes has the right to require OPCO to repurchase all or any part of such holder's Notes at an offer price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase.

        On November 15, 2002, OPCO negotiated an amendment to the Revolving Credit Facility. This amendment modified one of its financial covenants and modified the pricing of the credit facility. The modified pricing structure increased OPCO's interest rate under the facility from the one-day Eurodollar rate, as defined, plus 3.50%, to interest at the one-day Eurodollar rate plus 4.00%. Amounts outstanding under the Revolving Credit Facility bear interest at either (i) the higher of (a) the federal funds rate plus 0.50% per annum and (b) the rate publicly announced by Wells Fargo, San Francisco, as its "prime rate," plus 2.75% at June 30, 2003, (ii) the LIBOR Rate (as defined therein) plus 4.00% at June 30, 2003, or (iii) the one day Eurodollar Rate (as defined therein) plus 4.00% at June 30, 2003, determined at the Company's option. Amounts outstanding under the Revolving Credit Facility are secured by a first priority lien on substantially all properties and assets of the Company and its current and future subsidiaries. OPCO's obligations under the Revolving Credit Facility are guaranteed by each of the Company's direct and indirect subsidiaries.

        OPCO's borrowing capacity under the Revolving Credit Facility is limited to the total commitment less letters of credit totaling $9.0 million issued by Wells Fargo Bank, which secures certain of OPCO's contractual obligations. At June 30, 2003, the total commitment was $72 million. However, the Revolving Credit Facility contains provisions for an additional reduction in the facility of $5.0 million during the period April 1 to December 14 of any calendar year following November 15, 2002 and for temporary increases of $5.0 million, which had been exercised at June 30, 2003. At June 30, 2003, OPCO's borrowing capacity was $63 million. The Revolving Credit Facility also contains a provision for a reduction of $1.5 million by September 30, 2003 and an additional $1.5 million by December 31, 2003. The borrowings under the Revolving Credit Facility as of June 30, 2003 were $60.8 million.

        On November 15, 2002, OPCO entered into an agreement with a third party to sell, without recourse subject to certain obligations, a participation interest in a portion of short-term consumer loans originated by the Company in the United Kingdom. Pursuant to the agreement, OPCO will retain servicing responsibilities and earn servicing fees which are subject to reduction if the related loans are not collected. The transfer of assets is treated as a financing under FAS 140 and is included in "Other collateralized borrowings" on the balance sheet. The agreement gives the third party a first priority lien, charge and security interest in the assets pledged. At June 30, 2003 the Company had $8.0 million of loans receivable pledged under this agreement. The agreement provides for collateralized borrowings up to $10 million. Under the agreement, the third party retains the right to reduce the amount of borrowings to no less than $4.0 million. OPCO pays an annual interest rate of 15.6% on the amount borrowed which varies subject to loss rates on the related loans. The agreement expires on September 30, 2004; however the term of the agreement is automatically renewed each year for a term of twelve months, unless either party terminates it.

        Also, OPCO has $20 million aggregate principal amount of its 10⁷/8% Senior Subordinated Notes Due 2006 (the "Senior Subordinated Notes") outstanding.

F-53

        The Company entered into an agreement dated December 18, 1998 pursuant to which the Company issued $120.6 million aggregate principal amount of 13% Senior Discount Notes ("Senior Discount Notes") from which the Company received $64.0 million in gross cash proceeds. The $56.6 million discount is accreted by the effective interest method through the period ending December 18, 2003. The fully accreted Senior Discount Notes accrue interest payable semi-annually in arrears. The parties to the agreement have negotiated an exchange agreement that took effect on November 13, 2003. See note 16.

        The Notes, the Revolving Credit Facility, the Senior Discount Notes and the Senior Subordinated Notes contain certain financial and other restrictive covenants, which, among other things, require OPCO to achieve certain financial ratios, limit capital expenditures, restrict payment of dividends and require certain approvals in the event OPCO wants to increase the borrowings. At June 30, 2003, the Company believes it is in compliance with all covenants.

        In connection with OPCO's Canadian subsidiary, OPCO established a Canadian dollar overdraft credit facility to fund peak working capital needs for its Canadian operations. The overdraft credit facility, which has no stated maturity date, provides for a commitment of up to approximately $4.8 million of which $4.8 million and $0.0 million were outstanding as of June 30, 2002 and 2003, respectively. Amounts outstanding under the facility bear interest at Canadian prime plus 0.50% and are secured by the pledge of a cash collateral account of an equivalent balance. OPCO's United Kingdom operations also have a British pound overdraft facility that bears interest at 1.00% for the years ended June 30, 2002 and 2003 over the LIBOR Rate and which provides for a commitment of approximately $6.2 million of which $5.5 million and $900,000 was outstanding as of June 30, 2002 and 2003, respectively. The overdraft facility is secured by a $6.0 million letter of credit issued by Wells Fargo Bank under the Revolving Credit Facility.

        The total fair market value of OPCO's 10⁷/8% Senior Notes and OPCO's 10⁷/8% Senior Subordinated Notes due 2006 at June 30, 2002 and 2003 was approximately $113,687,200 and $122,730,500, respectively, based on quoted market prices.

        Interest of $19,410,000, $17,472,000 and $18,432,000 was paid for the years ended June 30, 2001, 2002 and 2003, respectively.

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6.    Income Taxes

        The provision for income taxes for the years ended June 30, 2001, 2002 and 2003 consists of the following (in thousands):

		Year
		2001			2002			2003
Federal:
	Current	$	3,283		$	260		$	(224	)
	Deferred		(1,825	)		(3,788	)		(3,938	)
			1,458			(3,528	)		(4,162	)
Foreign taxes:
	Current		7,557			9,550			13,088
	Deferred		(192	)		(74	)		—
			7,365			9,476			13,088
State:
	Current		680			373			181
	Deferred		(304	)		(322	)		(372	)
			376			51			(191	)
		$	9,199		$	5,999		$	8,735

        The significant components of the Company's deferred tax assets and liabilities at June 30, 2002 and 2003 are as follows (in thousands):

			June 30,
			2002		2003
Deferred tax assets:
	Loss reserves		$	995	$	834
	Foreign withholding taxes			94		21
	Depreciation			1,914		2,547
	Accrued compensation			328		573
	Reserve for store closings			122		560
	Foreign tax credits			230		230
	Other accrued expenses			535		405
	Accrued interest			11,355		16,448
	Other			36		14
				15,609		21,632
Deferred tax liabilities:
		Amortization and other temporary differences		4,309		6,022
Net deferred tax asset			$	11,300	$	15,610

        The Company did not record any valuation allowances against deferred tax assets at June 30, 2002 or 2003. Although realization is not assured, management has determined, based on the Company's

F-55

history of earnings and its expectation for the future, that taxable income of the Company will more likely than not be sufficient to fully utilize its deferred tax assets.

        A reconciliation of the provision for income taxes with amounts determined by applying the federal statutory tax rate to income (loss) before income taxes is as follows (in thousands):

		Year ended June 30,
		2001			2002		2003
Tax provision at federal statutory rate		$	2,715		$	912	$	49
Add (deduct):
	State tax provision, net of federal tax benefit		278			34		(134	)
	Foreign taxes		2,323			1,673		2,419
	US tax on foreign earnings		3,189			2,370		5,162
	Amortization of nondeductible intangible assets		93			—		—
	High Yield Debt Interest		734			835		950
	Other permanent differences		(133	)		175		289
Tax provision at effective tax rate		$	9,199		$	5,999	$	8,735

        Foreign, federal and state income taxes of approximately $4,800,000, $16,035,000 and $14,548,000 were paid during the years ended June 30, 2001, 2002 and 2003, respectively.

7.    Loss on Store Closings and Sales and Other Restructuring

        For the fiscal year ended June 30, 2003, OPCO closed 27 underperforming stores and consolidated and relocated certain non-operating functions to reduce costs and increase efficiencies. Costs incurred with the restructuring are comprised of severance and other retention benefits to employees who were involuntarily terminated and store closure costs related to the locations OPCO will no longer utilize. During the fiscal year ended June 30, 2003, the Company recorded costs for severance and other retention benefits of $1.7 million and store closure costs of $1.6 million consisting primarily of lease obligations and leasehold improvement write-offs. These charges were expensed within "Loss on store closings and sales and other restructuring" on the Consolidated Statements of Operations. The restructuring was completed by the fiscal year end. All of the locations that were closed and for which the workforce was reduced are included in the United States geographic segment. The Company, as required, adopted Financial Accounting Standards Board Statement No. 146, Accounting for Costs Associated with Disposal or Exit Activities, on January 1, 2003.

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        Following is a reconciliation of the beginning and ending balances of the restructuring liability (in millions):

	Severance and Other Retention Benefits			Store Closure Costs			Total
Balance at June 30, 2002	$	—		$	—		$	—
Charge recorded in earnings		1.7			1.6			3.3
Amounts paid		(0.5	)		(0.8	)		(1.3	)
Non-cash charges		—			(0.6	)		(0.6	)
Balance at June 30, 2003	$	1.2		$	0.2		$	1.4

        OPCO also expenses costs related to the closure of stores in the normal course of its business. Costs directly expensed for the years ended June 30, 2003 and 2002 were $722,000 and $1,435,000, respectively.

8.    Acquisitions

        The acquired entities described below ("Acquisitions") were accounted for by the purchase method of accounting. The results of operations of the acquired companies are included in the Company's statements of operations for the periods in which they were owned by the Company. The total purchase price for each acquisition has been allocated to assets acquired and liabilities assumed based on estimated fair values.

        On August 1, 2000, the Company purchased all of the outstanding shares of West Coast Chequing Centres, LTD which operated six stores in British Columbia. The aggregate purchase price for this acquisition was $1.5 million and was funded through excess internal cash. The excess of the purchase price over the fair value of identifiable net assets acquired was $1.4 million.

        On August 7, 2000, the Company purchased substantially all of the assets of Fast "n Friendly Check Cashing, which operated 8 stores in Maryland. The aggregate purchase price for this acquisition was $700,000 and was funded through the Company's revolving credit facility. The excess of the purchase price over fair value of identifiable net assets acquired was $660,000. Additional consideration of $150,000 was subsequently paid in fiscal year 2001 based on a revenue based earn-out agreement.

        On August 28, 2000, the Company purchased substantially all of the assets of Ram-Dur Enterprises, Inc. d/b/a AAA Check Cashing Centers, which operated five stores in Tucson, Arizona. The aggregate purchase price for this acquisition was $1.3 million and was funded through the Company's revolving credit facility. The excess purchase price over fair value of identifiable net assets acquired was $1.2 million.

        On December 5, 2000, the Company purchased all of the outstanding shares of Fastcash Ltd., which operated 13 company owned stores and 27 franchises in the United Kingdom. The aggregate purchase price for this acquisition was $3.1 million and was funded through the Company's revolving credit facility. The excess of the purchase price over the fair value of the identifiable assets acquired

F-57

was $2.7 million. Additional consideration of $2.0 million was subsequently paid during fiscal 2003 based upon a future results of operations earn-out agreement.

        The following unaudited pro forma information for the year ended 2001 presents the results of operations as if the Acquisitions had occurred on July 1, 2000. The pro forma operating results include the results of operations for these acquisitions for the indicated periods and reflect the amortization of intangible assets arising from the acquisitions and increased interest expense on acquisition debt. Pro forma results of operations are not necessarily indicative of the results of operations that would have occurred had the purchase been made on the date above or the results which may occur in the future.

	Year ended June 30, 2001
	(Unaudited) (dollars in thousands)
Total revenue	$	197,084
Net income	$	6,874

9.    Goodwill and Other Intangibles

        In accordance with the adoption provisions of SFAS No. 142, OPCO is required to perform goodwill impairment tests on at least an annual basis. There can be no assurance that future goodwill impairment tests will not result in a charge to earnings. During fiscal 2003 OPCO paid $2.0 million in additional consideration based upon a future results of operations earn-out agreement related to one of its United Kingdom acquisitions. This amount has been included as goodwill on the Consolidated Balance Sheet. OPCO has covenants not to compete, which are deemed to have a definite life and will continue to be amortized. Amortization for these intangibles for the years ended June 30, 2003, 2002 and 2001 was $173,000, $225,000 and $284,000 respectively. The estimated aggregate amortization expense for each of the five succeeding fiscal years ending June 30, is:

Year	Amount
2004	$	95,000
2005		20,000
2006		—
2007		—
2008		—

        The following table reflects the components of intangible assets (in thousands):

		June 30, 2002				June 30, 2003
		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Non-amortized intangible assets:
	Cost in excess of net assets acquired	$	150,954	$	18,977	$	162,987	$	19,686
Amortized intangible assets:
	Covenants not to compete		2,380		2,093		2,446		2,331

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        The changes in the carrying amount of goodwill and other intangibles by reportable segment for the fiscal years ended June 30, 2002 and 2003 are as follows:

		United States			Canada			United Kingdom			Total
Balance at June 30, 2001		$	56,655		$	34,103		$	38,797		$	129,555
	Amortization of other intangibles		(354	)		(39	)		(3	)		(396	)
	Acquisitions		59			—			(14	)		45
	Foreign currency translation adjustments		—			(76	)		3,141			3,065
	Reclassification		184			(2	)		(187	)		(5	)
Balance at June 30, 2002			56,544			33,986			41,734			132,264
	Amortization of other intangibles		(238	)		—			—			(238	)
	Acquisitions		—			—			3,251			3,251
	Foreign currency translation adjustments		—			4,103			3,428			7,531
	Reclassification		303			305			—			608
Balance at June 30, 2003		$	56,609		$	38,394		$	48,413		$	143,416

10.    Commitments

        OPCO occupies office and retail space and uses certain equipment under operating lease agreements. Rent expense amounted to $14,320,000, $15,265,000 and $16,067,000 for the years ended June 30, 2001, 2002 and 2003, respectively. Most leases contain standard renewal clauses.

        Minimum obligations under noncancelable operating leases for the year ended June 30 are as follows (in thousands):

Year	Amount
2004	$	15,717
2005		12,397
2006		8,015
2007		5,444
2008		3,704
Thereafter		5,004
	$	50,281

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11.    Contingent Liabilities

        OPCO is a defendant in four putative class-action lawsuits, all of which were commenced by the same plaintiffs' law firm, alleging violations of California's wage-and-hour laws. The named plaintiffs in these suits, which are pending in the Superior Court of the State of California, are our former employees Vernell Woods (commenced August 22, 2000), Juan Castillo (commenced May 1, 2003), Stanley Chin (commenced May 7, 2003) and Kenneth Williams (commenced June 3, 2003). Each of these suits seeks an unspecified amount of damages and other relief in connection with allegations that OPCO misclassified California store (Woods) and regional (Castillo) managers as "exempt" from a state law requiring the payment of overtime compensation, that OPCO failed to provide employees with meal and rest breaks required under a new state law (Chin) and that OPCO computed bonuses payable to store managers using an impermissible profit-sharing formula (Williams). In January 2003, without admitting liability, OPCO sought to settle the Woods case, which OPCO believes to be the most significant of these suits, by offering each individual putative class member an amount intended in good faith to settle his or her claim. As of June 30, 2003, 92% of these settlement offers had been accepted. Plaintiffs' counsel is presently disputing through arbitration the validity of the settlements accepted by the individual putative class members. OPCO believes that it has meritorious defenses to the challenge and to the claims of the non-settling putative Woods class members and plans to defend them vigorously. OPCO believes that it has adequately provided for the costs associated with this matter. OPCO is vigorously defending the Castillo, Chin and Williams lawsuits and believes it has meritorious defenses to the claims asserted in those matters. OPCO believes the outcome of such litigation will not significantly affect its financial results.

        On January 29, 2003, a former customer, Kurt MacKinnon, commenced an action against the Company's Canadian subsidiary and 26 other Canadian lenders on behalf of a purported class of British Columbia residents who, plaintiff claims, were overcharged in payday-loan transactions. The action, which is pending in the Supreme Court of British Columbia, alleges violations of laws proscribing usury and unconscionable trade practices and seeks restitution and damages, including punitive damages, in an unknown amount. On March 25, 2003, OPCO moved to stay the action against it and to compel arbitration of plaintiff's claims as required by his agreement with OPCO. OPCO is presently awaiting a decision on that motion. OPCO believes it has meritorious defenses to the action and intends to defend it vigorously. OPCO believes the outcome of such litigation will not significantly affect its financial results.

        On October 30, 2002, the Oklahoma Administrator of Consumer Credit issued an administrative order revoking the supervised-lending license of OPCO's Oklahoma subsidiary on the ground that certain loans marketed by the subsidiary and made by County Bank did not conform with Oklahoma usury laws. The Administrator's order also requires the subsidiary to refund certain purportedly excess finance charges collected by County Bank. The Administrator's order is presently on appeal to the Oklahoma District Court. On August 20, 2003, that court denied the Administrator's motion to require the subsidiary to desist from further loan-origination activities pending appeal. The subsidiary is also appealing a federal court's abstention from ruling on this matter to the United States Court of Appeals for the Tenth Circuit. OPCO is presently unable to evaluate the likelihood of any particular outcome of this matter but, in OPCO's opinion, the outcome of such litigation will not significantly affect OPCO's financial results.

F-60

        In addition to the litigation discussed above, OPCO is involved in routine litigation and administrative proceedings arising in the ordinary course of business. In the opinion of management, the outcome of such litigation and proceedings will not significantly affect the Company's Consolidated Financial Statements.

12.    Contractual Agreements

        OPCO has contracts with various governmental agencies for benefits distribution and retail merchant services which contributed 2%, 1% and 1% of consolidated gross revenues for the years ended June 30, 2001, 2002 and 2003, respectively. During the year ended June 30, 2001, the State of New York completed a statewide implementation of an electronic benefit transfer system. As a result, OPCO's contract to perform such services was terminated. OPCO's contracts for governmental benefits distribution and merchant services distribution with state and local governments generally have initial terms of five years and currently expire on various dates through December 31, 2004. The contracts provide the governmental agencies the opportunity to extend the contract for additional periods and contain clauses which allow the governmental agencies to cancel the contract at any time, subject to 30 to 60 days' written advance notice.

13.    Credit Risk

        At June 30, 2002 and 2003, OPCO had 22 and 19, respectively, bank accounts in major U.S. financial institutions in the aggregate amount of $5,652,000 and $10,873,000, respectively, which exceeded Federal Deposit Insurance Corporation deposit protection limits. The Canadian Federal Banking system provides customers with similar deposit insurance through the Canadian Deposit Insurance Corporation ("CDIC"). At June 30, 2002 and 2003, OPCO's Canadian subsidiary had 13 bank accounts totaling $22,545,000 and $15,039,000, respectively, which exceeded CDIC limits. At June 30, 2002 and 2003 OPCO's United Kingdom operations had thirty six and thirty bank accounts, respectively, totaling $6,251,000 and $6,085,000. These financial institutions have strong credit ratings, and management believes credit risk relating to these deposits is minimal.

        Since June 13, 2002, OPCO has acted as a servicer for County Bank and, effective October 18, 2002, for First Bank, marketing unsecured short-term loans to customers with established bank accounts and verifiable sources of income. Loans are made for amounts up to $500, with terms of 7 to 23 days. Under these programs, OPCO earns servicing fees, which are subject to reduction if the related loans are not collected. OPCO maintains a reserve for these estimated reductions. In addition, OPCO maintains a reserve for anticipated losses for loans it makes directly. In order to estimate the appropriate level of these reserves, OPCO analyzes the amount of outstanding loans owed to OPCO, as well as loans owed to banks and serviced by OPCO, the historical loans charged off, current collection patterns and current economic trends. As these conditions change, additional allowances might be required in future periods.

        During the year ended June 30, 2002 Eagle National Bank ("Eagle") discontinued the business of offering short-term consumer loans through OPCO's locations and document transmitters. OPCO had previously acted for Eagle marketing unsecured short-term loans. Under this program, OPCO earned origination and servicing fees. Eagle originated or extended approximately $399 million of loans through OPCO's locations and document transmitters during the fiscal year ended June 30, 2002.

F-61

        OPCO also originates unsecured short-term loans to customers on its own behalf in Canada, the United Kingdom and certain U.S. markets. In the United States, these loans are made for amounts up to $500, with terms of 7 to 37 days. OPCO bears the entire risk of loss related to these loans. In Canada, loans are issued to qualified borrowers based on a percentage of the borrowers' income with terms of 1 to 35 days. OPCO issues loans in the United Kingdom for up to £500, with a term of 28 days. OPCO originated or extended approximately $428 million and $285 million of the loans through OPCO's locations and document transmitters during fiscal years ended June 30, 2003 and 2002, respectively. On November 15, 2002, OPCO entered into an agreement with a third party to sell, without recourse, subject to certain obligations, a participation interest in a portion of short-term consumer loans originated by OPCO in the United Kingdom. The transfer of assets is treated as a financing under FAS 140 and is included in Other Collateralized Borrowings on the balance sheet. The Agreement gives the third party a first priority lien, charge, and security interest in the assets pledged. The Agreement provides for collateralized borrowings up to $10.0 million against which $8.0 million of the loans receivable had been pledged at June 30, 2003. Under the Agreement, the third party retains the right to reduce the amount of borrowings to no less than $4.0 million. OPCO pays an annual interest rate of 15.6% on the amount borrowed, which is subject to loss rates on the related loans. The Agreement expires on September 30, 2004; however the term of the Agreement is automatically renewed each year for a term of twelve months, unless either party terminates it.

        OPCO had approximately $20.4 million and $18.2 million of loans on its balance sheet at June 30, 2003 and 2002, respectively, which is reflected in loans and other receivables. Loans and other receivables at June 30, 2003 and 2002 are reported net of a reserve of $2.4 million and $2.9 million, respectively, related to consumer lending. Net write-offs for OPCO originated loans, which are netted against revenues on the Statements of Operations for the fiscal years ended June 30, 2003, 2002 and 2001 were $9.7 million, $5.6 million and $4.3 million, respectively. For the years ended June 30, 2003, 2002 and 2001, total consumer lending revenue, net earned by OPCO was $81.5 million, $69.8 million and $58.4 million, respectively.

        Activity in the reserves for consumer loan losses during the fiscal years ended June 30, 2003, 2002 and 2001 was as follows:

	Year ended June 30,
Consumer Loan Loss Reserves
	2001			2002			2003
Balance at beginning of year		—		$	600		$	2,862
Provision charged to expense		—			2,244			—
Provision charged to loan revenues		4,895			5,554			9,216
Foreign currency translation		—			18			75
Charge-offs		(4,295	)		(5,554	)		(9,716	)
Balance at end of year	$	600		$	2,862		$	2,437

F-62

14.    Geographic Segment Information

        All operations for which geographic data is presented below are in one principal industry (check cashing and ancillary services) (in thousands):

	United States			Canada			United Kingdom		Total
2001
Identifiable assets	$	146,938		$	74,054		$	62,094	$	283,086
Goodwill and other intangibles, net		56,655			34,103			38,797		129,555
Sales to unaffiliated customers		116,504			49,635			29,360		195,499
Interest revenue		659			69			3		731
Interest expense		24,470			3,922			2,915		31,307
Depreciation and amortization		6,707			2,867			2,917		12,491
Income before income taxes		(6,174	)		12,927			1,003		7,756
Income tax provision		2,339			6,258			602		9,199
2002
Identifiable assets		151,358			82,860			67,639		301,857
Goodwill and other intangibles, net		56,544			33,986			41,734		132,264
Sales to unaffiliated customers		112,934			55,469			33,573		201,976
Establishment of reserves for new consumer lending arrangements		2,244			—			—		2,244
Interest revenue		427			83			3		513
Interest expense		26,647			2,552			2,588		31,787
Depreciation and amortization		5,330			1,874			2,027		9,231
Loss on store closings and sales and other restructuring		281			—			—		281
(Loss) income before income taxes		(20,166	)		17,672			5,101		2,607
Income tax (benefit) provision		(3,847	)		8,105			1,741		5,999
2003
Identifiable assets		146,757			89,365			75,725		311,847
Goodwill and other intangibles, net		56,609			38,394			48,413		143,416
Sales to unaffiliated customers		110,472			67,023			41,893		219,388
Interest revenue		413			18			—		431
Interest expense		32,480			(899	)		3,470		35,051
Depreciation and amortization		5,377			1,837			1,965		9,179
Loss on store closing and sales and other restructuring		3,987			—			—		3,987
Establishment of reserve for legal matter		2,750			—			—		2,750
(Loss) income before income taxes		(34,189	)		26,058			8,272		141
Income tax (benefit) provision		(4,913	)		10,944			2,704		8,735

15.    Related Party Transactions

        During fiscal 1999, certain members of management received loans aggregating $2.9 million, of which $200,000 was repaid during the fiscal year ended June 30, 2001, which are secured by shares of the Company's stock. The loans accrue interest at a rate of 6% per year and are due and payable in full on December 18, 2004 and April 1, 2005. In addition, as part of an employment agreement, the

F-63

Chief Executive Officer was issued a loan in the amount of $4.3 million to purchase additional shares of the Company's stock. The loan accrues interest at a rate of 6% per year and is due and payable in full on December 18, 2004. The loan is secured by a pledge of a portion of his shares of the Company's stock.

        Pursuant to the terms of a Management Services Agreement among Green Equity Investors II, L.P. (the "Purchaser"), the Company and OPCO, the Company has agreed to pay the Purchaser an annual management fee equal to 2.4% of the total sum invested by the Purchaser in the Company and reimbursement of any out-of-pocket expenses incurred. The management fee paid to the Purchaser for fiscal years 2003, 2002 and 2001 was $1.0 million, $1.0 million and $900,000, respectively.

16.    Consolidating Financial Statements

        The accompanying tables set forth the consolidating balance sheets at June 30, 2003, and the consolidating statements of operations and cash flows for the fiscal year ended June 30, 2003 of the Company, OPCO and the consolidated Company.

F-64

Consolidating Balance Sheets

June 30, 2003

(In thousands)

		DFG Holdings, Inc.(1)			Dollar Financial Group, Inc. and Subsidiaries(1)		Eliminations			Consolidated
Assets
Cash and cash equivalents		$	4		$	71,805	$	—		$	71,809
Loans and other receivables, net			1,174			22,677		—			23,851
Loans receivable pledged			—			8,000		—			8,000
Income taxes receivable			1,570			—		(11	)		1,559
Prepaid expenses			—			6,358		—			6,358
Deferred income taxes			16,448			—		(838	)		15,610
Notes receivable—officers			—			2,756		—			2,756
Due from parent			—			4,573		(4,573	)		—
Property and equipment, net			—			29,209		—			29,209
Goodwill and other intangibles, net			—			143,416		—			143,416
Debt issuance costs, net			1,537			5,200		—			6,737
Investment in subsidiaries			67,688			—		(67,688	)		—
Other			—			1,833		—			1,833
		$	88,421		$	295,827	$	(73,110	)	$	311,138
Liabilities and shareholders' (deficit) equity
Accounts payable		$	—		$	17,245	$	—		$	17,245
Income taxes payable			—			11		(11	)		—
Accrued expenses			174			9,419		—			9,593
Accrued interest payable			—			1,656		—			1,656
Deferred tax liability			—			838		(838	)		—
Due to affiliates			4,573			—		(4,573	)		—
Other collateralized borrowing			—			8,000		—			8,000
Revolving credit facilities			—			61,699		—			61,699
107/8% Senior Notes due 2006			—			109,190		—			109,190
Subordinated notes payable and other			—			20,081		—			20,081
13% Senior Discount Notes due 2006			112,644			—		—			112,644
			117,391			228,139		(5,422	)		340,108
Shareholders' (deficit) equity:
	Common stock		—			—		—			—
	Additional paid-in capital		50,384			50,957		(39,860	)		61,481
	(Accumulated deficit) retained earnings		(81,786	)		9,034		(20,131	)		(92,883	)
	Accumulated other comprehensive income		7,697			7,697		(7,697	)		7,697
	Treasury stock		(956	)		—		—			(956	)
	Management equity loan		(4,309	)		—		—			(4,309	)
Total shareholders' (deficit) equity			(28,970	)		67,688		(67,688	)		(28,970	)
		$	88,421		$	295,827	$	(73,110	)	$	311,138

(1)

Does not include an adjustment, if any, for the value of the guarantees provided under the 9.75% Senior Notes due 2011.

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Consolidating Statements of Operations

Year ended June 30, 2003

(In thousands)

		DFG Holdings, Inc.(1)			Dollar Financial Group, Inc. and Subsidiaries(1)		Eliminations			Consolidated
Revenues		$	—		$	219,388	$	—		$	219,388
Store and regional expenses:
	Salaries and benefits		—			69,799		—			69,799
	Occupancy		—			18,856		—			18,856
	Depreciation		—			5,859		—			5,859
	Other		—			47,766		—			47,766
Total store and regional expenses			—			142,280		—			142,280
Corporate expenses			—			31,241		—			31,241
Management fees			1,049			—		—			1,049
Loss on store closings and sales			—			3,987		—			3,987
Other depreciation and amortization			—			3,320		—			3,320
Interest expense, net			14,452			20,168		—			34,620
Establishment of reserve for legal matter			—			2,750		—			2,750
Equity in subsidiary			(2,131	)		—		2,131			—
(Loss) income before income taxes			(13,370	)		15,642		(2,131	)		141
Income taxes (benefit) provision			(4,776	)		13,511		—			8,735
Net (loss) income		$	(8,594	)	$	2,131	$	(2,131	)	$	(8,594	)

(1)

Does not include an adjustment, if any, for the value of the guarantees provided under the 9.75% Senior Notes due 2011.

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Consolidating Statements of Cash Flows

Year ended June 30, 2003

(In thousands)

			DFG Holdings, Inc.(1)			Dollar Financial Group, Inc. and Subsidiaries(1)			Eliminations			Consolidated
Cash flows from operating activities
Net (loss) income			$	(8,594	)	$	2,131		$	(2,131	)	$	(8,594	)
Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities:
	Undistributed income of subsidiary			(2,131	)		—			2,131			—
	Accretion of interest expense from 13% Senior Discount Notes			14,373			—			—			14,373
	Depreciation and amortization			338			10,971			—			11,309
	Loss on store closings and sales and other restructuring			—			3,987			—			3,987
	Deferred tax (benefit) provision			(5,093	)		783			—			(4,310	)
	Changes in assets and liabilities (net of effect of acquisitions):
		Increase in loans and other receivables		(258	)		(9,118	)		—			(9,376	)
		Decrease in income taxes receivable		317			—			—			317
		Decrease in prepaid expenses and other		—			891			—			891
		Increase (decrease) in accounts payable, income taxes payable, accrued expenses and accrued interest payable		81			(5,415	)		—			(5,334	)
Net cash (used in) provided by operating activities				(967	)		4,230			—			3,263
Cash flows from investing activities:
Acquisitions, net of cash acquired				—			(3,251	)		—			(3,251	)
Additions to property and equipment				—			(7,428	)		—			(7,428	)
Net cash used in investing activities				—			(10,679	)		—			(10,679	)
Cash flows from financing activities
Other debt payments				—			(401	)		—			(401	)
Other collateralized borrowings				—			8,000			—			8,000
Net decrease in revolving credit facilities				—			(17,237	)		—			(17,237	)
Payment of debt issuance costs				—			(690	)		—			(690	)
Net increase in due to affiliates and due from parent				967			(967	)		—			—
Net cash provided by (used in) financing activities				967			(11,295	)		—			(10,328	)
Effect of exchange rate changes on cash and cash equivalents				—			2,916			—			2,916
Net decrease in cash and cash equivalents				—			(14,828	)		—			(14,828	)
Cash and cash equivalents at beginning of year				4			86,633			—			86,637
Cash and cash equivalents at end of year			$	4		$	71,805		$	—		$	71,809

(1)

Does not include an adjustment, if any, for the value of the guarantees provided under the 9.75% Senior Notes due 2011.

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17.    Subsequent Events

        On November 13, 2003, OPCO issued $220.0 million principal amount of 9.75% Senior Notes due 2011 under Rule 144A and Regulation S of the Securities Act of 1933 and entered into a new $55.0 million Senior Secured Reducing Revolving Credit Facility. The proceeds from these transactions were used to repay, in full, all borrowings outstanding under OPCO's existing credit facility, redeem the entire $109.2 million principal amount of OPCO's 10.875% Senior Notes due 2006, redeem the entire $20.0 million principal amount of OPCO's 10.875% Senior Subordinated Noted due 2006, distribute to the Company $20.0 million to redeem an equal amount of its 13.0% Senior Discount Notes due 2006 ("Existing Notes"), and pay all related fees, expenses and redemption premiums with respect to these transactions. In addition, $49.4 million, or 50% of the accreted value, of the Existing Notes were exchanged for 16% Senior Notes due 2012 ("Replacement Senior Notes") and $49.4 million, or 50% of the accreted value, of the Existing Notes were exchanged for 13.95% Senior Subordinated Notes due 2012 ("Replacement Senior Subordinated Notes").

        Interest on the Replacement Senior Notes and Replacement Senior Subordinated Notes will be payable semi-annually in arrears. On any semi-annual interest payment date on or prior to the November 15, 2008, the Company has the option to pay all or any portion of the interest payable on the relevant interest payment date by increasing the principal amount of the Replacement Senior Notes or Replacement Senior Subordinated Notes, as applicable, in a principal amount equal to the interest that the Company chooses not to pay in cash. On any semi-annual payment date on or after May 15, 2009, all interest due on the Replacement Senior Notes and the Replacement Senior Subordinated Notes is payable in cash semi-annually, in arrears.

        The Replacement Senior Notes and the Replacement Senior Subordinated Notes are redeemable, in whole or in part, at the Company's option, at any time.

        The Replacement Senior Notes will be redeemable at the following redemption prices if redeemed during the indicated calendar year (or on any earlier date, in the case of 2004), expressed as percentages of the principal amount, plus accrued interest, if any, to the date of redemption:

Year	Percentage
2004 or prior	112.5	%
2005	110.0	%
2006	107.5	%
2007	105.0	%
2008	102.5	%
2009 and thereafter	100.0	%

        The Replacement Senior Subordinated Notes will be redeemable at the following redemption prices if redeemed during the indicated calendar year (or on any earlier date, in the case of 2005),

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expressed as percentages of the principal amount, plus accrued interest, if any, to the date of redemption:

Year	Percentage
2005 or prior	100.0	%
2006	112.5	%
2007	110.0	%
2008	107.5	%
2009	105.0	%
2010	102.5	%
2011 and thereafter	100.0	%

        All of the unamortized debt issuance costs were charged to expense.

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DFG HOLDINGS, INC.

INTERIM CONSOLIDATED BALANCE SHEETS

(In thousands except share amounts)

		June 30, 2003			September 30, 2003
					(unaudited)
Assets
Cash and cash equivalents		$	71,809		$	63,919
Loans and other receivables, net of reserve of $2,437 and $2,564			23,851			24,077
Loans receivable pledged			8,000			8,000
Income taxes receivable			1,559			1,306
Prepaid expenses			6,358			6,340
Deferred income taxes			15,610			15,807
Notes receivable—officers			2,756			2,756
Property and equipment, net of accumulated depreciation of $39,309 and $41,784			29,209			28,319
Goodwill and other intangibles, net of accumulated amortization of $22,017 and $22,094			143,416			143,789
Debt issuance costs, net of accumulated amortization of $9,201 and $9,743			6,737			6,371
Other			1,833			1,898
		$	311,138		$	302,582
Liabilities and shareholders' deficit
Accounts payable		$	17,245		$	15,657
Accrued expenses			9,593			10,968
Accrued interest payable			1,656			5,322
Other collateralized borrowings			8,000			8,000
Revolving credit facilities			61,699			47,948
107/8% Senior Notes due 2006			109,190			109,190
Subordinated notes payable and other			20,081			20,066
13% Senior Discount Notes due 2006			112,644			116,554
Shareholders' deficit:
	Common stock, $.001 par value: 100,000 shares authorized; 19,865 shares issued at June 30, 2003 and September 30, 2003		—			—
	Additional paid-in capital		61,481			61,481
	Accumulated deficit		(92,883	)		(95,484	)
	Accumulated other comprehensive (loss) income		7,697			8,145
	Treasury stock at cost; 107 shares at June 30, 2003 and September 30, 2003		(956	)		(956	)
	Management equity loan		(4,309	)		(4,309	)
Total shareholders' deficit			(28,970	)		31,123
		$	311,138		$	302,582

See accompanying notes.

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DFG HOLDINGS, INC.

INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

		Three Months Ended September 30,
		2002			2003
Revenues		$	52,653		$	56,990
Store and regional expenses:
	Salaries and benefits		17,147			18,777
	Occupancy		4,799			4,864
	Depreciation		1,619			1,448
	Other		12,857			12,965
Total store and regional expenses			36,422			38,054
Corporate expenses			7,248			7,241
Management fee			261			250
Loss on store closings and sales and other restructuring			488			60
Other depreciation and amortization			843			958
Interest expense, net of interest income of $104 and $104, respectively			8,359			9,184
(Loss) Income before income taxes			(968	)		1,243
Income tax provision			2,234			3,844
Net loss		$	(3,202	)	$	(2,601	)

See accompanying notes.

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DFG HOLDINGS, INC.

INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

			Three Months Ended September 30,
			2002			2003
Cash flows from operating activities:
Net loss			$	(3,202	)	$	(2,601	)
Adjustments to reconcile net loss to net cash provided by operating activities:
	Accretion of interest expense from 13% Senior Discount Notes			3,411			3,910
	Depreciation and amortization			2,983			2,947
	Loss on store closings and sales and other restructuring			488			60
	Deferred tax benefit			(660	)		(197	)
	Change in assets and liabilities (net of effect of acquisitions):
		Increase in loans and other receivables		(8,357	)		(737	)
		(Increase) decrease in income taxes receivable		(722	)		174
		Decrease (increase) in prepaid expenses and other		411			(13	)
		Increase in accounts payable, income taxes payable, accrued expenses and accrued interest payable		2,666			2,896
Net cash (used in) provided by operating activities				(2,982	)		6,439
Cash flows from investing activities:
Additions to property and equipment				(1,092	)		(1,415	)
Net cash used in investing activities				(1,092	)		(1,415	)
Cash flows from financing activities:
Other debt payments				(45	)		(63	)
Net decrease in revolving credit facilities				(4,482	)		(13,751	)
Payments of debt issuance costs				(64	)		(175	)
Net cash used in financing activities				(4,591	)		(13,989	)
Effect of exchange rate changes on cash and cash equivalents				(680	)		1,075
Net decrease in cash and cash equivalents				(9,345	)		(7,890	)
Cash and cash equivalents at beginning of period				86,637			71,809
Cash and cash equivalents at end of period			$	77,292		$	63,919

See accompanying notes.

F-72

DFG HOLDINGS, INC.
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Information pertaining to the three months ended
September 30, 2003 and 2002 is unaudited)

1.    Summary of Significant Accounting Policies

Basis of Presentation

        The accompanying unaudited interim consolidated financial statements are those of DFG Holdings, Inc. (the "Company") and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the Company's audited consolidated financial statements in its Annual Report for the fiscal year ended June 30, 2003. In the opinion of management, all adjustments, (consisting of normal recurring adjustments), considered necessary for a fair presentation have been included. Operating results of interim periods are not necessarily indicative of the results that may be expected for a full fiscal year.

Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Principles of Consolidation

        The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Operations

        The Company is the parent company of Dollar Financial Group, Inc. and its wholly owned subsidiaries ("OPCO"). The activities of the Company consist primarily of its investment in OPCO.

        OPCO, through its subsidiaries, provides retail financial services through a network of 1,080 locations (of which 625 are Company-operated) operating as Money Mart®, The Money Shop, Loan Mart® and Insta-Cheques in seventeen states, the District of Columbia, Canada and the United Kingdom. The services provided at the Company's retail locations include check cashing, short-term consumer loans, sale of money orders, money transfer services and various other related services. Also, OPCO's subsidiary Money Mart Express® (formerly known as moneymart.com™) services and originates short-term consumer loans through 450 independent document transmitter locations in 16 states.

2.    Subsidiary Guarantor Unaudited Financial Information

        OPCO's payment obligations under the 10⁷/8% Senior Notes due November 2006 ("Senior Notes") and Senior Subordinated Notes due 2006 ("Senior Subordinated Notes") are jointly and severally guaranteed on a full and unconditional basis by all of OPCO's existing and future subsidiaries (the "Guarantors"). The subsidiaries' guarantees of the Senior Notes rank pari passu in right of payment

F-73

with all existing and future indebtedness of the Guarantors, including the obligations of the Guarantors under OPCO's Revolving Credit Facility and any successor credit facilities. The subsidiaries' guarantees of the Senior Subordinated Notes are subordinated in right of payment to the senior indebtedness of the Guarantors. Pursuant to the Senior Notes or Senior Subordinated Notes, every direct and indirect wholly owned subsidiary of OPCO, each of which is wholly-owned, serves as a guarantor of the Senior Notes and Senior Subordinated Notes.

        Separate financial statements of each Guarantor have not been presented because management has determined that they would not be material to investors. The accompanying tables set forth the condensed consolidating balance sheet at September 30, 2003, and the condensed consolidating statements of operations and cash flows for the three month period ended September 30, 2003 of the Company (on a parent-company basis), combined domestic Guarantors, combined foreign subsidiaries and the consolidated Company.

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CONSOLIDATED BALANCE SHEETS
September 30, 2003
(In thousands)

		DFG Holdings, Inc.(1)			Dollar Financial Group, Inc. and Subsidiaries(1)		Eliminations			Consolidated
Assets
Cash and cash equivalents		$	4		$	63,915	$	—		$	63,919
Loans and other receivables, net			1,239			22,838		—			24,077
Loans receivable pledged			—			8,000		—			8,000
Income taxes receivable			1,396			—		(90	)		1,306
Prepaid expenses			—			6,340		—			6,340
Deferred income taxes			17,066			—		(1,259	)		15,807
Notes receivable—officers			—			2,756		—			2,756
Due from parent			—			4,823		(4,823	)		—
Property and equipment, net			—			28,319		—			28,319
Goodwill and other intangibles, net			—			143,789		—			143,789
Debt issuance costs, net			1,446			4,925		—			6,371
Investment in subsidiaries			69,278			—		(69,278	)		—
Other			—			1,898		—			1,898
		$	90,429		$	287,603	$	(75,450	)	$	302,582
Liabilities and shareholders' (deficit) equity
Accounts payable		$	—		$	15,657	$	—		$	15,657
Income taxes payable			—			90		(90	)		—
Accrued expenses			175			10,793		—			10,968
Accrued interest payable			—			5,322		—			5,322
Deferred tax liability			—			1,259		(1,259	)		—
Due to affiliates			4,823			—		(4,823	)		—
Other collateralized borrowing			—			8,000		—			8,000
Revolving credit facilities			—			47,948		—			47,948
107/8% Senior Notes due 2006			—			109,190		—			109,190
Subordinated notes payable and other			—			20,066		—			20,066
13% Senior Discount Notes due 2006			116,554			—		—			116,554
			121,552			218,325		(6,172	)		333,705
Shareholders' (deficit) equity:
	Common stock		—			—		—			—
	Additional paid-in capital		50,384			50,957		(39,860	)		61,481
	(Accumulated deficit) retained earnings		(84,387	)		10,176		(21,273	)		(95,484	)
	Accumulated other comprehensive income		8,145			8,145		(8,145	)		8,145
	Treasury stock		(956	)		—		—			(956	)
	Management equity loan		(4,309	)		—		—			(4,309	)
Total shareholders' (deficit) equity			(31,123	)		69,278		(69,278	)		(31,123	)
		$	90,429		$	287,603	$	(75,450	)	$	302,582

(1)

Does not include an adjustment, if any, for the value of the guarantees provided under the 9.75% Senior Notes due 2011.

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CONSOLIDATING STATEMENTS OF OPERATIONS
Three Months Ended September 30, 2003
(In thousands)

		DFG Holdings, Inc.(1)			Dollar Financial Group, Inc. and Subsidiaries(1)		Eliminations			Consolidated
Revenues		$	—		$	56,990	$	—		$	56,990
Store and regional expenses:
	Salaries and benefits		—			18,777		—			18,777
	Occupancy		—			4,864		—			4,864
	Depreciation		—			1,448		—			1,448
	Other		—			12,965		—			12,965
Total store and regional expenses			—			38,054		—			38,054
Corporate expenses			—			7,241		—			7,241
Management fees			250			—		—			250
Loss on store closings and sales			—			60		—			60
Other depreciation and amortization			—			958		—			958
Interest expense, net			3,937			5,247		—			9,184
Equity in subsidiary			(1,142	)		—		1,142			—
(Loss) income before income taxes			(3,045	)		5,430		(1,142	)		1,243
Income taxes (benefit) provision			(444	)		4,288		—			3,844
Net (loss) income		$	(2,601	)	$	1,142	$	(1,142	)	$	(2,601	)

(1)

Does not include an adjustment, if any, for the value of the guarantees provided under the 9.75% Senior Notes due 2011.

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CONSOLIDATING STATEMENTS OF CASH FLOWS
Three Months Ended September 30, 2003
(In thousands)

			DFG Holdings, Inc.(1)			Dollar Financial Group, Inc. and Subsidiaries(1)			Eliminations			Consolidated
Cash flows from operating activities
Net (loss) income			$	(2,601	)	$	1,142		$	(1,142	)	$	(2,601	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
	Undistributed income of subsidiary			(1,142	)		—			1,142			—
	Accretion of interest expense from 13% Senior
	Discount Notes			3,910			—			—			3,910
	Depreciation and amortization			91			2,856			—			2,947
	Loss on store closings and sales and other restructuring			—			60			—			60
	Deferred tax (benefit) provision			(618	)		421			—			(197	)
	Changes in assets and liabilities (net of effect of acquisitions):
		Increase in loans and other receivables		(65	)		(672	)		—			(737	)
		Decrease in income taxes receivable		174			—			—			174
		Increase in prepaid expenses and other		—			(13	)		—			(13	)
		Increase in accounts payable, income taxes payable, accrued expenses taxes payable, accrued expenses and accrued interest payable		1			2,895			—			2,896
Net cash (used in) provided by operating activities				(250	)		6,689			—			6,439
Cash flows from investing activities:
Additions to property and equipment				—			(1,415	)		—			(1,415	)
Net cash used in investing activities				—			(1,415	)		—			(1,415	)
Cash flows from financing activities
Other debt payments				—			(63	)		—			(63	)
Net decrease in revolving credit facilities				—			(13,751	)		—			(13,751	)
Payment of debt issuance costs				—			(175	)		—			(175	)
Net increase in due to affiliates and due from parent				250			(250	)		—			—
Net cash provided by (used in) financing activities				250			(14,239	)		—			(13,989	)
Effect of exchange rate changes on cash and cash equivalents				—			1,075			—			1,075
Net decrease in cash and cash equivalents				—			(7,890	)		—			(7,890	)
Cash and cash equivalents at beginning of year				4			71,805			—			71,809
Cash and cash equivalents at end of year			$	4		$	63,915		$	—		$	63,919

(1)

Does not include an adjustment, if any, for the value of the guarantees provided under the 9.75% Senior Notes due 2011.

F-77

3. Goodwill and Other Intangibles

        In accordance with the adoption provisions of SFAS No. 142, the Company is required to perform goodwill impairment tests on at least an annual basis. The Company performs its annual impairment test as of June 30. There can be no assurance that future goodwill impairment tests will not result in a charge to earnings. The Company has covenants not to compete, which are deemed to have a definite life and will continue to be amortized. Amortization for these intangibles for the three months ended September 30, 2003 was $43,000. The estimated aggregate amortization expense for each of the five succeeding fiscal years ending June 30, is:

Year	Amount
2004	$	95,000
2005		20,000
2006		—
2007		—
2008		—

        The following table reflects the components of intangible assets (in thousands):

		June 30, 2003				September 30, 2003
		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Non-amortized intangible assets:
	Cost in excess of net assets acquired	$	162,987	$	18,977	$	163,434	$	19,717
Amortized intangible assets:
	Covenants not to compete		2,446		2,331		2,445		2,377

4. Comprehensive Loss

        Comprehensive loss is the change in equity from transactions and other events and circumstances from non-owner sources, which includes foreign currency translation. The following shows the comprehensive loss for the periods stated:

	Three Months Ended September 30,
	2002			2003
Net loss	$	(3,202	)	$	(2,601	)
Foreign currency translation adjustment		(1,396	)		(261	)
Total comprehensive loss	$	(4,598	)	$	(2,862	)

5. Loss on Store Closings and Sales and Other Restructuring

        During the fiscal year ended June 30, 2003, OPCO closed 27 stores and consolidated and relocated certain non-operating functions to reduce costs and increase efficiencies. Costs incurred with that restructuring comprised severance and other retention benefits to employees who were involuntarily

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terminated and closure costs related to the locations OPCO will no longer utilize. The restructuring was completed by June 30, 2003. All of the locations that were closed and for which the workforce was reduced are included in the United States geographic segment. The Company, as required, adopted Financial Accounting Standards Board Statement No. 146, Accounting for Costs Associated with Disposal or Exit Activities, on January 1, 2003. During the first quarter of fiscal 2004, charges previously accrued for severance and other retention benefits were reclassed to store closure costs.

        Following is a reconciliation of the beginning and ending balances of the restructuring liability (in millions):

	Severance and Other Retention Benefits			Store Closure Costs			Total
Balance at June 30, 2003	$	1.2		$	0.2		$	1.4
Charge recorded in earnings		—			—			—
Reclassification		(0.7	)		0.7			—
Amounts paid		(0.3	)		(0.3	)		(0.6	)
Non-cash charges		—			—			—
Balance at September 30, 2003	$	0.2		$	0.6		$	0.8

        OPCO also expenses costs related to the closure of stores in the normal course of its business. Costs directly expensed for the three months ended September 30, 2003 and 2002 were $60,000 and $488,000, respectively.

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6. Geographic Segment Information

        All operations for which geographic data is presented below are in one principal industry (check cashing and ancillary services) (in thousands):

	United States			Canada		United Kingdom		Total
As of and for the three months ended September 30, 2002
Identifiable assets	$	154,689		$	69,093	$	74,621	$	298,403
Goodwill and other intangibles, net		56,500			32,287		42,780		131,567
Sales to unaffiliated customers		26,080			16,374		10,199		52,653
(Loss) income before income taxes		(12,520	)		9,821		1,731		(968	)
Income tax (benefit) provision		(2,170	)		3,882		522		2,234
Net (loss) income		(10,350	)		5,939		1,209		(3,202	)
As of and for the three months ended September 30, 2003
Identifiable assets	$	141,217		$	84,082	$	77,283	$	302,582
Goodwill and other intangibles, net		56,566			38,535		48,688		143,789
Sales to unaffiliated customers		26,091			19,340		11,559		56,990
(Loss) income before income taxes		(6,585	)		5,729		2,099		1,243
Income tax (benefit) provision		(120	)		2,827		1,137		3,844
Net (loss) income		(6,465	)		2,902		962		(2,601	)

7. Derivative Instruments and Hedging Activities

        Operations in the United Kingdom and Canada have exposed the Company to shifts in currency valuations. From time to time, the Company may elect to purchase put options in order to protect earnings in the United Kingdom and Canada against foreign currency fluctuations. Out of the money put options may be purchased because they cost less than completely averting risk, and the maximum downside is limited to the difference between the strike price and exchange rate at the date of purchase and the price of the contracts. At September 30, 2003, the Company held put options with an aggregate notional value of £3.0 million to protect the currency exposure in the United Kingdom throughout the remainder of the calendar year. The Company also held put options with an aggregate notional value of $(CAN) 36.0 million to protect the currency exposure in Canada throughout the remainder of the fiscal year. All put options for the quarter ended September 30, 2003 expired out of the money at a cost of $13,000 which is included in corporate expenses in the consolidated statement of earnings. There was no such hedging activity for the same period in fiscal 2003.

        OPCO's revolving credit facility and overdraft credit facilities carry a variable rate of interest. As most of OPCO's average outstanding indebtedness carries a fixed rate of interest, a change in interest rates is not expected to have a material impact on the consolidated financial position, results of operations or cash flows of the Company.

8. Contingent Liabilities

        On October 21, 2003, a former customer, Kenneth D. Mortillaro, commenced an action against OPCO's Canadian subsidiary on behalf of a purported class of Canadian borrowers (except those

F-80

residing in British Columbia and Québec) who, Mortillaro claims, were subjected to usurious charges in payday-loan transactions. The action, which is pending in the Ontario Superior Court of Justice, alleges violations of a Canadian federal law proscribing usury and seeks restitution and damages in an unspecified amount, including punitive damages. Like the plaintiff in the MacKinnon action referred to below, Mortillaro has agreed to arbitrate all disputes with OPCO; and, assuming OPCO is served, it will seek to enforce the arbitration agreement. OPCO believes that it has meritorious procedural and substantive defenses to Mortillaro's claims, and it intends to defend those claims vigorously.

        OPCO is a defendant in four putative class-action lawsuits, all of which were commenced by the same plaintiffs' law firm, alleging violations of California's wage-and-hour laws. The named plaintiffs in these suits, which are pending in the Superior Court of the State of California, are OPCO's former employees Vernell Woods (commenced August 22, 2000), Juan Castillo (commenced May 1, 2003), Stanley Chin (commenced May 7, 2003) and Kenneth Williams (commenced June 3, 2003). Each of these suits seeks an unspecified amount of damages and other relief in connection with allegations that OPCO misclassified California store (Woods) and regional (Castillo) managers as "exempt" from a state law requiring the payment of overtime compensation, that OPCO failed to provide employees with meal and rest breaks required under a new state law (Chin) and that OPCO computed bonuses payable to store managers using an impermissible profit-sharing formula (Williams). In January 2003, without admitting liability, OPCO sought to settle the Woods case, which OPCO believes to be the most significant of these suits, by offering each individual putative class member an amount intended in good faith to settle his or her claim. As of September 30, 2003, 92% of these settlement offers had been accepted. Plaintiffs' counsel is presently disputing through arbitration the validity of the settlements accepted by the individual putative class members. OPCO believes that it has meritorious defenses to the challenge and to the claims of the non-settling putative Woods class members and plan to defend them vigorously. OPCO believes that it has adequately provided for the costs associated with this matter. OPCO is vigorously defending the Castillo, Chin and Williams lawsuits and believes it has meritorious defenses to the claims asserted in those matters. OPCO believes the outcome of such litigation will not significantly affect its financial results.

        On January 29, 2003, a former customer, Kurt MacKinnon, commenced an action against OPCO's Canadian subsidiary and 26 other Canadian lenders on behalf of a purported class of British Columbia residents who, plaintiff claims, were overcharged in payday-loan transactions. The action, which is pending in the Supreme Court of British Columbia, alleges violations of laws proscribing usury and unconscionable trade practices and seeks restitution and damages, including punitive damages, in an unknown amount. On March 25, 2003, OPCO moved to stay the action as against it and to compel arbitration of plaintiff's claims as required by his agreement with the Company. OPCO is presently awaiting a decision on that motion. OPCO believes it has meritorious defenses to the action and intends to defend it vigorously. OPCO believes the outcome of such litigation will not significantly affect its financial results.

        In addition to the litigation discussed above, OPCO is involved in routine litigation and administrative proceedings arising in the ordinary course of business. In the opinion of management, the outcome of such litigation and proceedings will not significantly affect OPCO's consolidated financial statements.

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9. Subsequent Events

        On November 13, 2003, OPCO issued $220.0 million principal amount of 9.75% Senior Notes due 2011 under Rule 144A and Regulation S of the Securities Act of 1933 and entered into a new $55.0 million Senior Secured Reducing Revolving Credit Facility. The proceeds from these transactions were used to repay, in full, all borrowings outstanding under OPCO's existing credit facility, redeem the entire $109.2 million principal amount of OPCO's 10.875% Senior Notes due 2006, redeem the entire $20.0 million principal amount of OPCO's 10.875% Senior Subordinated Noted due 2006, distribute to the Company $20.0 million to redeem an equal amount of its 13.0% Senior Discount Notes due 2006 ("Existing Notes"), and pay all related fees, expenses and redemption premiums with respect to these transactions. In addition, $49.4 million, or 50% of the accreted value, of the Existing Notes were exchanged for 16% Senior Notes due 2012 ("Replacement Senior Notes") and $49.4 million, or 50% of the accreted value, of the Existing Notes were exchanged for 13.95% Senior Subordinated Notes due 2012 ("Replacement Senior Subordinated Notes").

        Interest on the Replacement Senior Notes and Replacement Senior Subordinated Notes will be payable semi-annually in arrears. On any semi-annual interest payment date on or prior to the November 15, 2008, the Company has the option to pay all or any portion of the interest payable on the relevant interest payment date by increasing the principal amount of the Replacement Senior Notes or Replacement Senior Subordinated Notes, as applicable, in a principal amount equal to the interest that the Company chooses not to pay in cash. On any semi-annual payment date on or after May 15, 2009, all interest due on the Replacement Senior Notes and the Replacement Senior Subordinated Notes is payable in cash semi-annually, in arrears.

        The Replacement Senior Notes and the Replacement Senior Subordinated Notes are redeemable, in whole or in part, at the Company's option, at any time.

        The Replacement Senior Notes will be redeemable at the following redemption prices if redeemed during the indicated calendar year (or on any earlier date, in the case of 2004), expressed as percentages of the principal amount, plus accrued interest, if any, to the date of redemption:

Year	Percentage
2004 or prior	112.5	%
2005	110.0	%
2006	107.5	%
2007	105.0	%
2008	102.5	%
2009 and thereafter	100.0	%

        The Replacement Senior Subordinated Notes will be redeemable at the following redemption prices if redeemed during the indicated calendar year (or on any earlier date, in the case of 2005),

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expressed as percentages of the principal amount, plus accrued interest, if any, to the date of redemption:

Year	Percentage
2005 or prior	100.0	%
2006	112.5	%
2007	110.0	%
2008	107.5	%
2009	105.0	%
2010	102.5	%
2011 and thereafter	100.0	%

        All of the unamortized debt issuance costs were charged to expense.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

        Dollar Financial Group, Inc. (the "Company") is a New York corporation. Section 722 of the New York Business Corporation Law, as amended, empowers a corporation, within certain limitations, to indemnify any person who served in any capacity at the request of the corporation, by reason of the fact that he, his testator or intestate was a director or officer of the corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful. There are no provisions for the indemnification of directors or officers in the Certificate of Incorporation or Bylaws of the Company.

Item 21. Exhibits and Financial Statement Schedules

Exhibit No.	Description of Document
1.1	Purchase Agreement dated November 7, 2003 among Dollar Financial Group, Inc., the Guarantors (as defined therein) and Credit Suisse First Boston LLC and Citigroup Global Markets Inc., as representatives of the Several Purchasers named on Schedule A thereto(6)
3.1(a)	Certificate of Incorporation of Dollar Financial Group, Inc.(1)
3.1(b)	Certificate of Amendment of the Certificate of Incorporation of Dollar Financial Group, Inc.(1)
3.2	Amended and Restated Bylaws of Dollar Financial Group, Inc.(6)
3.3	Amended and Restated Certificate of Incorporation of DFG Holdings, Inc.(6)
3.4	Bylaws of DFG Holdings, Inc.(6)
3.5(a)	Articles of Incorporation of Any Kind Check Cashing Centers, Inc.(1)
3.5(b)	Articles of Amendment to the Articles of Incorporation of Any Kind Check Cashing Centers, Inc.(1)
3.6	Bylaws of Any Kind Check Cashing Centers, Inc.(1)
3.7(a)	Articles of Incorporation of Cash Unlimited of Arizona, Inc.(6)
3.8	Bylaws of Cash Unlimited of Arizona, Inc.(6)
3.9	Articles of Incorporation of Check Mark of Louisiana, Inc.(1)
3.10	Bylaws of Check Mart of Louisiana, Inc.(1)
3.11(a)	Articles of Incorporation of Check Mart of New Mexico, Inc.(1)
3.11(b)	Articles of Amendment to the Articles of Incorporation of Check Mart of New Mexico, Inc.(1)
3.12	Bylaws of Check Mart of New Mexico, Inc.(1)
3.13	Articles of Incorporation of Check Mart of Pennsylvania, Inc.(1)
3.14	Bylaws of Check Mart of Pennsylvania, Inc.(1)

II-1

3.15	Articles of Incorporation of Check Mart of Texas, Inc.(1)
3.16	Bylaws of Check Mart of Texas, Inc.(1)
3.17	Articles of Incorporation of Check Mart of Wisconsin, Inc.(1)
3.18	Bylaws of Check Mart of Wisconsin, Inc.(1)
3.19	Certificate of Incorporation of DFG International, Inc.(6)
3.20	Bylaws of DFG International, Inc.(6)
3.21	Certificate of Incorporation of DFG World, Inc.(6)
3.22	Bylaws of DFG World, Inc.(6)
3.23	Articles of Incorporation of Dollar Financial Insurance Corp.(1)
3.24	Bylaws of Dollar Financial Insurance Corp.(1)
3.25(a)	Articles of Incorporation of Financial Exchange Company of Ohio, Inc.(1)
3.25(b)	Certificate of Amendment by Incorporator to the Articles of Incorporation of Financial Exchange Company of Ohio, Inc.(1)
3.25(c)	Certificate of Amendment (by Shareholders) to the Articles of Incorporation of Financial Exchange Company of Ohio, Inc.(1)
3.26	Code of Regulations of Financial Exchange Company of Ohio, Inc.(1)
3.27(a)	Articles of Incorporation of Financial Exchange Company of Pennsylvania, Inc.(1)
3.27(b)	Certificate of Amendment to the Articles of Incorporation of Financial Exchange Company of Pennsylvania, Inc.(1)
3.27(c)	Certificate of Amendment to the Articles of Incorporation of Financial Exchange Company of Pennsylvania, Inc.(1)
3.28	Bylaws of Financial Exchange Company of Pennsylvania, Inc.(1)
3.29	Certificate of Incorporation of Financial Exchange Company of Pittsburgh, Inc.(1)
3.30	Bylaws of Financial Exchange Company of Pittsburgh, Inc.(1)
3.31	Certificate of Incorporation of Financial Exchange Company of Virginia, Inc.(1)
3.32	Bylaws of Financial Exchange Company of Virginia, Inc.(1)
3.33	Certificate of Incorporation of Loan Mart of Oklahoma, Inc.(6)
3.34	Bylaws of Loan Mart of Oklahoma, Inc.(6)
3.35	Certificate of Incorporation of Monetary Management Corporation of Pennsylvania(1)
3.36	Bylaws of Monetary Management Corporation of Pennsylvania(1)
3.37(a)	Certificate of Incorporation of Monetary Management of California, Inc.(1)
3.37(b)	Certificate of Ownership and Merger of Monetary Management of California, Inc.(6)
3.38	Bylaws of Monetary Management of California, Inc.(1)
3.39	Articles of Incorporation of Monetary Management of Maryland, Inc.(1)
3.40	Amended and Restated Bylaws of Monetary Management of Maryland, Inc.(1)
3.41(a)	Certificate of Incorporation of Monetary Management of New York, Inc.(1)
3.41(b)	Certificate of Change of Monetary Management of New York, Inc.(6)
3.42	Bylaws of Monetary Management of New York, Inc.(1)

II-2

3.43(a)	Articles of Incorporation of Money Mart Express, Inc.(6)
3.43(b)	Articles of Amendment of Money Mart Express, Inc.(6)
3.44	Bylaws of Money Mart Express, Inc.(6)
3.45(a)	Certificate of Incorporation of Moneymart, Inc.(6)
3.45(b)	Certificate of Ownership and Merger of Moneymart, Inc.(6)
3.46	Bylaws of Moneymart, Inc.(6)
3.47	Articles of Incorporation of Pacific Ring Enterprises, Inc.(1)
3.48	Amended and Restated Bylaws of Pacific Ring Enterprises, Inc.(6)
3.49	Articles of Incorporation of QTV Holdings, Inc.(1)
3.50	Bylaws of QTV Holdings, Inc.(1)
4.1	Indenture, dated as of November 13, 2003, among the Company, the Guarantors (as defined therein), and U.S. Bank National Association, as Trustee (the "Indenture")(6)
4.2	Form of 9.75% Senior Notes due 2011 with Guarantees endorsed thereon (included in Exhibit 4.1)
4.3	Registration Rights Agreement, dated as of November 13, 2003, by and among the Company, the Guarantors (as defined therein), and the Initial Purchasers (as defined therein)(6)
4.4	Indenture, dated as of November 13, 2003, by and between DFG Holdings, Inc. and U.S. Bank National Association, as Trustee, with respect to DFG Holdings, Inc.'s 16% Senior Notes due 2012(7)
4.5	Indenture, dated as of November 13, 2003, by and between DFG Holdings, Inc. and U.S. Bank National Association, as Trustee, with respect to DFG Holdings, Inc.'s 13.95% Senior Subordinated Notes due 2012(7)
4.6	Form of DFG Holdings, Inc.'s 16% Senior Notes due 2012 (included in Exhibit 4.4)
4.7	Form of DFG Holdings, Inc.'s 13.95% Senior Subordinated Notes due 2012 (included in Exhibit 4.5)
5.1	Opinion of Irell & Manella LLP as to the validity of the notes(6)
10.1	Employment Agreement, dated as of November 13, 1998, between the Company, DFG Holdings, Inc., and Jeffrey Weiss(3)
10.2	DFG Holdings, Inc. Stock Incentive Plan(2)
10.3	Second Amended and Restated Credit Agreement, dated as of the November 13, 2003, by and among Dollar Financial Group, Inc., DFG Holdings, Inc., the lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent, U.S. Bank National Association, as syndication agent, and Citicorp North America, Inc., as documentation agent (the "Second Amended and Restated Credit Agreement")(6)
10.4	Form of Pledge and Security Agreement, dated as of November 13, 2003, by and between the Guarantor (as defined therein) and Wells Fargo Bank, National Association, as administrative agent for itself and the lenders under the Second Amended and Restated Credit Agreement(6)
10.5	Pledge and Security Agreement, dated as of November 13, 2003, by and between Dollar Financial Group, Inc, and Wells Fargo Bank, National Association, as administrative agent for itself and the lenders under the Second Amended and Restated Credit Agreement(6)

II-3

10.6	Form of Guarantor Subordination Agreement, dated as of November 13, 2003 by and among Dollar Financial Group, Inc., Wells Fargo Bank, National Association, as administrative agent for the Lenders under the Second Amended and Restated Credit Agreement, and the Creditor (as defined therein)(6)
10.7	Form of Foreign Subsidiary Subordination Agreement, dated as of November 13, 2003 by and among Dollar Financial Group, Inc., Wells Fargo Bank, National Association, as administrative agent for the Lenders under the Second Amended and Restated Credit Agreement, and the Creditor (as defined therein)(6)
10.8	Foreign Subsidiary Subordination Agreement, dated as of November 13, 2003 by and among Dollar Financial Group, Inc., Wells Fargo Bank, National Association, as administrative agent for the Lenders under the Second Amended and Restated Credit Agreement, and National Money Mart Company(6)
10.9	Foreign Subsidiary Subordination Agreement, dated as of November 13, 2003 by and among Dollar Financial Group, Inc., Wells Fargo Bank, National Association, as administrative agent for the Lenders under the Second Amended and Restated Credit Agreement, and Dollar Financial UK Limited(6)
10.10	Supplemental Security Agreement (Trademarks), dated November 13, 2003 by and between Dollar Financial Group, Inc and Wells Fargo Bank, National Association, as administrative agent for itself and the lenders under the Second Amended and Restated Credit Agreement(6)
10.11	Supplemental Security Agreement (Copyrights), dated November 13, 2003 by and between Dollar Financial Group, Inc and Wells Fargo Bank, National Association, as administrative agent for itself and the lenders under the Second Amended and Restated Credit Agreement(6)
10.12	Supplemental Security Agreement (Patents), dated November 13, 2003 by and between Dollar Financial Group, Inc and Wells Fargo Bank, National Association, as administrative agent for itself and the lenders under the Second Amended and Restated Credit Agreement(6)
10.13	First Bank Overdraft Lending Agreement, dated as of March 1, 2001, between National Money Mart Company and Bank of Montreal(6)
10.14	Multi Line Facility Agreement, dated January 20, 2003, by and between Dollar Financial U.K. Limited and National Westminster Bank Plc(6)
10.15	Form of Letter Agreement, dated October 10, 2003, by and between Dollar Financial U.K. Limited and The Royal Bank of Scotland Plc, as agent for National Westminster Bank Plc, extending Multi Line Facility Agreement(6)
10.16	Form of Letter Agreement, dated October 24, 2003, by and between Dollar Financial U.K. Limited and The Royal Bank of Scotland Plc, as agent for National Westminster Bank Plc, extending Multi Line Facility Agreement(6)
10.17	Form of Letter Agreement, dated November 21, 2003, by and between Dollar Financial U.K. Limited and The Royal Bank of Scotland Plc, as agent for National Westminster Bank Plc(6)
10.18	Participation and Servicing Agreement, dated November 15, 2002, among Archbrook Holdings International, LLC, Instant Cash Loans Limited and the Dollar Financial Group, Inc.(6)

II-4

10.19	Intercreditor Agreement, dated as of November 13, 2003, by and between Wells Fargo Bank, National Association, as administrative agent, and U.S. Bank National Association, a national banking association, as trustee for the holders of the Notes under the Indenture(7)
10.20	Exchange Agreement, dated as of November 13, 2003, among DFG Holdings, Inc., GS Mezzanine Partners, L.P., GS Mezzanine Partners Offshore, L.P., Stone Street Fund 1998, L.P., Bridge Street Fund 1998, L.P., Ares Leveraged Investment Fund, L.P., and Ares Leveraged Investment Fund II, L.P., with respect to DFG Holdings, Inc.'s 16% Senior Notes Due 2012(6)
10.21	Exchange Agreement, dated as of November 13, 2003, among DFG Holdings, Inc., GS Mezzanine Partners, L.P., GS Mezzanine Partners Offshore, L.P., Stone Street Fund 1998, L.P., Bridge Street Fund 1998, L.P., Ares Leveraged Investment Fund, L.P. and Ares Leveraged Investment Fund II, L.P., with respect to DFG Holdings, Inc.'s 13.95% Senior Subordinated Notes Due 2012(6)
10.22	Exchange and Registration Rights Agreement, dated as of November 13, 2003, by and among DFG Holdings, Inc. and GS Mezzanine Partners, L.P. GS Mezzanine Partners Offshore, L.P., Stone Street Fund 1998, L.P., Bridge Street Fund 1998, L.P., Ares Leveraged Investment Fund, L.P., as the purchasers of DFG Holdings, Inc.'s 16% Senior Notes Due 2012(6)
10.23	Exchange and Registration Rights Agreement, dated as of November 13, 2003, by and among DFG Holdings, Inc. and GS Mezzanine Partners, L.P. GS Mezzanine Partners Offshore, L.P., Stone Street Fund 1998, L.P., Bridge Street Fund 1998, L.P., Ares Leveraged Investment Fund, L.P., as the purchasers of DFG Holdings Inc.'s 13.95% Senior Subordinated Notes Due 2012(6)
10.24	Amended and Restated Management Services Agreement, dated as of November 13, 2003, by and among DFG Holdings, Inc., Dollar Financial Group, Inc. and Leonard Green & Partners, L.P.(6)
10.25	Second Amended and Restated Stockholders Agreement, dated as of November 13, 2003, by and among Green Equity Investors II, L.P., Stone Street Fund 1998, L.P, Bridge Street Fund 1998, L.P., GS Mezzanine Partners, L.P., GS Mezzanine Partners Offshore, L.P., Ares Leveraged Investment Fund, L.P., a Delaware limited partnership, Ares Leveraged Investment Fund II, L.P., a Delaware limited partnership, C.L. Jeffrey, Sheila Jeffrey, certain stockholders signatories thereto and DFG Holdings, Inc.(6)
10.26	Secured Note, dated December 18, 1998, made by Jeffrey Weiss in favor of the Company(3)
10.27	Pledge Agreement, dated December 18, 1998, between the Company and Jeffrey Weiss(3)
10.28	Amended and Restated Nonexclusive Servicing and Indemnification Agreement, dated June 14, 2002, between County Bank and Dollar Financial Group, Inc.(5)
10.29	Marketing and Servicing Agreement, dated October 18, 2002, between First Bank of Delaware and Dollar Financial Group, Inc.(4)
10.30	Acknowledgment, dated as of November 13, 2003, to the Exchange and Registration Rights Agreement by and among DFG Holdings, Inc. GS Mezzanine Partners, L.P., GS Mezzanine Partners Offshore, L.P., Stone Street Fund 1998, L.P., Bridge Street Fund 1998, L.P., Ares Leveraged Investment Fund, L.P. and Ares Leveraged Investment Fund II, L.P. with respect to DFG Holdings, Inc.'s 16% Senior Notes due 2012(7)

II-5

10.31	Acknowledgment, dated as of November 13, 2003, to the Exchange and Registration Rights Agreement by and among DFG Holdings, Inc. GS Mezzanine Partners, L.P., GS Mezzanine Partners Offshore, L.P., Stone Street Fund 1998, L.P., Bridge Street Fund 1998, L.P., Ares Leveraged Investment Fund, L.P. and Ares Leveraged Investment Fund II, L.P. with respect to DFG Holdings, Inc.'s 13.95% Senior Subordinated Notes due 2012(7)
10.32	Amendment, dated as of November 13, 2003, to the Exchange Agreement by and among DFG Holdings, Inc. GS Mezzanine Partners, L.P., GS Mezzanine Partners Offshore, L.P., Stone Street Fund 1998, L.P., Bridge Street Fund 1998, L.P., Ares Leveraged Investment Fund, L.P. and Ares Leveraged Investment Fund II, L.P., with respect to DFG Holdings, Inc.'s 16% Senior Notes due 2012(7)
10.33	Amendment, dated as of November 13, 2003, to the Exchange Agreement by and among DFG Holdings, Inc. GS Mezzanine Partners, L.P., GS Mezzanine Partners Offshore, L.P., Stone Street Fund 1998, L.P., Bridge Street Fund 1998, L.P., Ares Leveraged Investment Fund, L.P. and Ares Leveraged Investment Fund II, L.P., with respect to DFG Holdings, Inc.'s 13.95% Senior Subordinated Notes due 2012(7)
12.1	Computation of Ratio of Earnings to Fixed Charges(6)
21.1	Subsidiaries of the Registrant(6)
23.1	Consent of Ernst & Young LLP(6)
23.2	Consent of Irell & Manella LLP (included in Exhibit 5.1)
24.1	Powers of Attorney(6)
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Trustee under the Indenture(6)
99.1	Form of Letter of Transmittal(7)
99.2	Form of Notice of Guaranteed Delivery(6)
99.3	Form of Letter to Brokers(7)
99.4	Form of Letter to Holders and DTC Participants(7)

(1)

Incorporated by reference to the Registration Statement on Form S-4 filed by Dollar Financial Group, Inc. on December 19, 1996 (File No. 333-18221).

(2)

Incorporated by reference to the Annual Report on Form 10-K filed by Dollar Financial Group, Inc. on September 29, 1997 (File No. 333-18221).

(3)

Incorporated by reference to the Quarterly Report on Form 10-Q filed by Dollar Financial Group, Inc. on February 16, 1999 (File No. 333-18221).

(4)

Incorporated by reference to the Quarterly Report on Form 10-Q filed by Dollar Financial Group, Inc. on February 14, 2002 (File No. 333-18221).

(5)

Incorporated by reference to the Annual Report on Form 10-K filed by Dollar Financial Group, Inc. on October 1, 2002 (File No. 333-18221).

(6)

Filed previously.

(7)

Filed herewith.

II-6

Item 22. Undertakings

        The undersigned registrants hereby undertake:

        (a)   

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

        (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (b)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the notes being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        (c)   To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (d)   To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-7

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Berwyn, State of Pennsylvania, on the 13th day of January 2004.

DOLLAR FINANCIAL GROUP, INC.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer
DFG HOLDINGS, INC.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer
ANY KIND CHECK CASHING CENTERS, INC.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer
CASH UNLIMITED OF ARIZONA, INC.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer
CHECK MART OF LOUISIANA, INC.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer
CHECK MART OF NEW MEXICO, INC.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer

II-8

CHECK MART OF PENNSYLVANIA, INC.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer
CHECK MART OF TEXAS, INC.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer
CHECK MART OF WISCONSIN, INC.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer
DFG INTERNATIONAL, INC.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer
DFG WORLD, INC.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer
DOLLAR FINANCIAL INSURANCE CORP.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer
FINANCIAL EXCHANGE COMPANY OF OHIO, INC.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer

II-9

FINANCIAL EXCHANGE COMPANY OF PENNSYLVANIA, INC.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer
FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer
FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer
LOAN MART OF OKLAHOMA, INC.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer
MONETARY MANAGEMENT CORPORATION OF PENNSYLVANIA
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer
MONETARY MANAGEMENT OF CALIFORNIA, INC.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer
MONETARY MANAGEMENT OF MARYLAND, INC.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer

II-10

MONETARY MANAGEMENT OF NEW YORK, INC.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer
MONEY MART EXPRESS, INC.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer
MONEYMART, INC.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer
PACIFIC RING ENTERPRISES, INC.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer
QTV HOLDINGS, INC.
By:	/s/  DONALD F. GAYHARDT
Name:  Donald F. Gayhardt Title:  President & Chief Financial Officer

II-11

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.

DOLLAR FINANCIAL GROUP, INC.

Signature		Title	Date
*   Jeffrey Weiss		Chairman of the Board of Directors and Chief Executive Officer (principal executive officer)	January 13, 2004
/s/  DONALD F. GAYHARDT Donald F. Gayhardt		President, Chief Financial Officer and Director (principal financial and accounting officer)	January 13, 2004
*By:	/s/  DONALD F. GAYHARDT Donald F. Gayhardt (As Attorney-in-fact for each of the persons indicated)

II-12

DFG HOLDINGS, INC.
Signature		Title	Date
*   Jeffrey Weiss		Chairman of the Board of Directors and Chief Executive Officer (principal executive officer)	January 13, 2004
/s/  DONALD F. GAYHARDT Donald F. Gayhardt		President, Chief Financial Officer and Director (principal financial and accounting officer)	January 13, 2004
*   Muneer Satter		Director	January 13, 2004
*   Jonathan Seiffer		Director	January 13, 2004
*   Michael Koester		Director	January 13, 2004
*   Jonathan Sokoloff		Director	January 13, 2004
*   Michael Solomon		Director	January 13, 2004
*By:	/s/  DONALD F. GAYHARDT Donald F. Gayhardt (As Attorney-in-fact for each of the persons indicated)

II-13

ANY KIND CHECK CASHING CENTERS, INC. CASH UNLIMITED OF ARIZONA, INC. CHECK MART OF LOUISIANA, INC. CHECK MART OF NEW MEXICO, INC. CHECK MART OF PENNSYLVANIA, INC. CHECK MART OF TEXAS, INC. CHECK MART OF WISCONSIN, INC. DFG INTERNATIONAL, INC. DFG WORLD, INC. DOLLAR FINANCIAL INSURANCE CORP. FINANCIAL EXCHANGE COMPANY OF OHIO, INC. FINANCIAL EXCHANGE COMPANY OF PENNSYLVANIA, INC. FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC. FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC. LOAN MART OF OKLAHOMA, INC. MONETARY MANAGEMENT CORPORATION OF PENNSYLVANIA MONETARY MANAGEMENT OF CALIFORNIA, INC. MONETARY MANAGEMENT OF MARYLAND, INC. MONETARY MANAGEMENT OF NEW YORK, INC. MONEY MART EXPRESS, INC. MONEYMART, INC. PACIFIC RING ENTERPRISES, INC. QTV HOLDINGS, INC.
Signature		Title	Date
*   Jeffrey Weiss		Chief Executive Officer and Director (principal executive officer)	January 13, 2004
/s/  DONALD F. GAYHARDT Donald F. Gayhardt		President, Chief Financial Officer and Director (principal financial and accounting officer)	January 13, 2004
*By:	/s/  DONALD F. GAYHARDT Donald F. Gayhardt (As Attorney-in-fact for each of the persons indicated)

II-14

EXHIBIT INDEX

Exhibit No.	Description of Document
1.1	Purchase Agreement dated November 7, 2003 among Dollar Financial Group, Inc., the Guarantors (as defined therein) and Credit Suisse First Boston LLC and Citigroup Global Markets Inc., as representatives of the Several Purchasers named on Schedule A thereto(6)
3.1(a)	Certificate of Incorporation of Dollar Financial Group, Inc.(1)
3.1(b)	Certificate of Amendment of the Certificate of Incorporation of Dollar Financial Group, Inc.(1)
3.2	Amended and Restated Bylaws of Dollar Financial Group, Inc.(6)
3.3	Amended and Restated Certificate of Incorporation of DFG Holdings, Inc.(6)
3.4	Bylaws of DFG Holdings, Inc.(6)
3.5(a)	Articles of Incorporation of Any Kind Check Cashing Centers, Inc.(1)
3.5(b)	Articles of Amendment to the Articles of Incorporation of Any Kind Check Cashing Centers, Inc.(1)
3.6	Bylaws of Any Kind Check Cashing Centers, Inc.(1)
3.7(a)	Articles of Incorporation of Cash Unlimited of Arizona, Inc.(6)
3.8	Bylaws of Cash Unlimited of Arizona, Inc.(6)
3.9	Articles of Incorporation of Check Mark of Louisiana, Inc.(1)
3.10	Bylaws of Check Mart of Louisiana, Inc.(1)
3.11(a)	Articles of Incorporation of Check Mart of New Mexico, Inc.(1)
3.11(b)	Articles of Amendment to the Articles of Incorporation of Check Mart of New Mexico, Inc.(1)
3.12	Bylaws of Check Mart of New Mexico, Inc.(1)
3.13	Articles of Incorporation of Check Mart of Pennsylvania, Inc.(1)
3.14	Bylaws of Check Mart of Pennsylvania, Inc.(1)
3.15	Articles of Incorporation of Check Mart of Texas, Inc.(1)
3.16	Bylaws of Check Mart of Texas, Inc.(1)
3.17	Articles of Incorporation of Check Mart of Wisconsin, Inc.(1)
3.18	Bylaws of Check Mart of Wisconsin, Inc.(1)
3.19	Certificate of Incorporation of DFG International, Inc.(6)
3.20	Bylaws of DFG International, Inc.(6)
3.21	Certificate of Incorporation of DFG World, Inc.(6)
3.22	Bylaws of DFG World, Inc.(6)
3.23	Articles of Incorporation of Dollar Financial Insurance Corp.(1)
3.24	Bylaws of Dollar Financial Insurance Corp.(1)
3.25(a)	Articles of Incorporation of Financial Exchange Company of Ohio, Inc.(1)
3.25(b)	Certificate of Amendment by Incorporator to the Articles of Incorporation of Financial Exchange Company of Ohio, Inc.(1)
3.25(c)	Certificate of Amendment (by Shareholders) to the Articles of Incorporation of Financial Exchange Company of Ohio, Inc.(1)

II-15

3.26	Code of Regulations of Financial Exchange Company of Ohio, Inc.(1)
3.27(a)	Articles of Incorporation of Financial Exchange Company of Pennsylvania, Inc.(1)
3.27(b)	Certificate of Amendment to the Articles of Incorporation of Financial Exchange Company of Pennsylvania, Inc.(1)
3.27(c)	Certificate of Amendment to the Articles of Incorporation of Financial Exchange Company of Pennsylvania, Inc.(1)
3.28	Bylaws of Financial Exchange Company of Pennsylvania, Inc.(1)
3.29	Certificate of Incorporation of Financial Exchange Company of Pittsburgh, Inc.(1)
3.30	Bylaws of Financial Exchange Company of Pittsburgh, Inc.(1)
3.31	Certificate of Incorporation of Financial Exchange Company of Virginia, Inc.(1)
3.32	Bylaws of Financial Exchange Company of Virginia, Inc.(1)
3.33	Certificate of Incorporation of Loan Mart of Oklahoma, Inc.(6)
3.34	Bylaws of Loan Mart of Oklahoma, Inc.(6)
3.35	Certificate of Incorporation of Monetary Management Corporation of Pennsylvania(1)
3.36	Bylaws of Monetary Management Corporation of Pennsylvania(1)
3.37(a)	Certificate of Incorporation of Monetary Management of California, Inc.(1)
3.37(b)	Certificate of Ownership and Merger of Monetary Management of California, Inc.(6)
3.38	Bylaws of Monetary Management of California, Inc.(1)
3.39	Articles of Incorporation of Monetary Management of Maryland, Inc.(1)
3.40	Amended and Restated Bylaws of Monetary Management of Maryland, Inc.(1)
3.41(a)	Certificate of Incorporation of Monetary Management of New York, Inc.(1)
3.41(b)	Certificate of Change of Monetary Management of New York, Inc.(6)
3.42	Bylaws of Monetary Management of New York, Inc.(1)
3.43(a)	Articles of Incorporation of Money Mart Express, Inc.(6)
3.43(b)	Articles of Amendment of Money Mart Express, Inc.(6)
3.44	Bylaws of Money Mart Express, Inc.(6)
3.45(a)	Certificate of Incorporation of Moneymart, Inc.(6)
3.45(b)	Certificate of Ownership and Merger of Moneymart, Inc.(6)
3.46	Bylaws of Moneymart, Inc.(6)
3.47	Articles of Incorporation of Pacific Ring Enterprises, Inc.(1)
3.48	Amended and Restated Bylaws of Pacific Ring Enterprises, Inc.(6)
3.49	Articles of Incorporation of QTV Holdings, Inc.(1)
3.50	Bylaws of QTV Holdings, Inc.(1)
4.1	Indenture, dated as of November 13, 2003, among the Company, the Guarantors (as defined therein), and U.S. Bank National Association, as Trustee (the "Indenture")(6)
4.2	Form of 9.75% Senior Notes due 2011 with Guarantees endorsed thereon (included in Exhibit 4.1)

II-16

4.3	Registration Rights Agreement, dated as of November 13, 2003, by and among the Company, the Guarantors (as defined therein), and the Initial Purchasers (as defined therein)(6)
4.4	Indenture, dated as of November 13, 2003, by and between DFG Holdings, Inc. and U.S. Bank National Association, as Trustee, with respect to DFG Holdings, Inc.'s 16% Senior Notes due 2012(7)
4.5	Indenture, dated as of November 13, 2003, by and between DFG Holdings, Inc. and U.S. Bank National Association, as Trustee, with respect to DFG Holdings, Inc.'s 13.95% Senior Subordinated Notes due 2012(7)
4.6	Form of DFG Holdings, Inc.'s 16% Senior Notes due 2012 (included in Exhibit 4.4)
4.7	Form of DFG Holdings, Inc.'s 13.95% Senior Subordinated Notes due 2012 (included in Exhibit 4.5)
5.1	Opinion of Irell & Manella LLP as to the validity of the notes(6)
10.1	Employment Agreement, dated as of November 13, 1998, between the Company, DFG Holdings, Inc., and Jeffrey Weiss(3)
10.2	DFG Holdings, Inc. Stock Incentive Plan(2)
10.3	Second Amended and Restated Credit Agreement, dated as of the November 13, 2003, by and among Dollar Financial Group, Inc., DFG Holdings, Inc., the lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent, U.S. Bank National Association, as syndication agent, and Citicorp North America, Inc., as documentation agent (the "Second Amended and Restated Credit Agreement")(6)
10.4	Form of Pledge and Security Agreement, dated as of November 13, 2003, by and between the Guarantor (as defined therein) and Wells Fargo Bank, National Association, as administrative agent for itself and the lenders under the Second Amended and Restated Credit Agreement(6)
10.5	Pledge and Security Agreement, dated as of November 13, 2003, by and between Dollar Financial Group, Inc, and Wells Fargo Bank, National Association, as administrative agent for itself and the lenders under the Second Amended and Restated Credit Agreement(6)
10.6	Form of Guarantor Subordination Agreement, dated as of November 13, 2003 by and among Dollar Financial Group, Inc., Wells Fargo Bank, National Association, as administrative agent for the Lenders under the Second Amended and Restated Credit Agreement, and the Creditor (as defined therein)(6)
10.7	Form of Foreign Subsidiary Subordination Agreement, dated as of November 13, 2003 by and among Dollar Financial Group, Inc., Wells Fargo Bank, National Association, as administrative agent for the Lenders under the Second Amended and Restated Credit Agreement, and the Creditor (as defined therein)(6)
10.8	Foreign Subsidiary Subordination Agreement, dated as of November 13, 2003 by and among Dollar Financial Group, Inc., Wells Fargo Bank, National Association, as administrative agent for the Lenders under the Second Amended and Restated Credit Agreement, and National Money Mart Company(6)
10.9	Foreign Subsidiary Subordination Agreement, dated as of November 13, 2003 by and among Dollar Financial Group, Inc., Wells Fargo Bank, National Association, as administrative agent for the Lenders under the Second Amended and Restated Credit Agreement, and Dollar Financial UK Limited(6)

II-17

10.10	Supplemental Security Agreement (Trademarks), dated November 13, 2003 by and between Dollar Financial Group, Inc and Wells Fargo Bank, National Association, as administrative agent for itself and the lenders under the Second Amended and Restated Credit Agreement(6)
10.11	Supplemental Security Agreement (Copyrights), dated November 13, 2003 by and between Dollar Financial Group, Inc and Wells Fargo Bank, National Association, as administrative agent for itself and the lenders under the Second Amended and Restated Credit Agreement(6)
10.12	Supplemental Security Agreement (Patents), dated November 13, 2003 by and between Dollar Financial Group, Inc and Wells Fargo Bank, National Association, as administrative agent for itself and the lenders under the Second Amended and Restated Credit Agreement(6)
10.13	First Bank Overdraft Lending Agreement, dated as of March 1, 2001, between National Money Mart Company and Bank of Montreal(6)
10.14	Multi Line Facility Agreement, dated January 20, 2003, by and between Dollar Financial U.K. Limited and National Westminster Bank Plc(6)
10.15	Form of Letter Agreement, dated October 10, 2003, by and between Dollar Financial U.K. Limited and The Royal Bank of Scotland Plc, as agent for National Westminster Bank Plc, extending Multi Line Facility Agreement(6)
10.16	Form of Letter Agreement, dated October 24, 2003, by and between Dollar Financial U.K. Limited and The Royal Bank of Scotland Plc, as agent for National Westminster Bank Plc, extending Multi Line Facility Agreement(6)
10.17	Form of Letter Agreement, dated November 21, 2003, by and between Dollar Financial U.K. Limited and The Royal Bank of Scotland Plc, as agent for National Westminster Bank Plc(6)
10.18	Participation and Servicing Agreement, dated November 15, 2002, among Archbrook Holdings International, LLC, Instant Cash Loans Limited and the Dollar Financial Group, Inc.(6)
10.19	Intercreditor Agreement, dated as of November 13, 2003, by and between Wells Fargo Bank, National Association, as administrative agent, and U.S. Bank National Association, a national banking association, as trustee for the holders of the Notes under the Indenture(7)
10.20	Exchange Agreement, dated as of November 13, 2003, among DFG Holdings, Inc., GS Mezzanine Partners, L.P., GS Mezzanine Partners Offshore, L.P., Stone Street Fund 1998, L.P., Bridge Street Fund 1998, L.P., Ares Leveraged Investment Fund, L.P., and Ares Leveraged Investment Fund II, L.P., with respect to DFG Holdings, Inc.'s 16% Senior Notes Due 2012(6)
10.21	Exchange Agreement, dated as of November 13, 2003, among DFG Holdings, Inc., GS Mezzanine Partners, L.P., GS Mezzanine Partners Offshore, L.P., Stone Street Fund 1998, L.P., Bridge Street Fund 1998, L.P., Ares Leveraged Investment Fund, L.P. and Ares Leveraged Investment Fund II, L.P., with respect to DFG Holdings, Inc.'s 13.95% Senior Subordinated Notes Due 2012(6)
10.22	Exchange and Registration Rights Agreement, dated as of November 13, 2003, by and among DFG Holdings, Inc. and GS Mezzanine Partners, L.P. GS Mezzanine Partners Offshore, L.P., Stone Street Fund 1998, L.P., Bridge Street Fund 1998, L.P., Ares Leveraged Investment Fund, L.P., as the purchasers of DFG Holdings, Inc.'s 16% Senior Notes Due 2012(6)

II-18

10.23	Exchange and Registration Rights Agreement, dated as of November 13, 2003, by and among DFG Holdings, Inc. and GS Mezzanine Partners, L.P. GS Mezzanine Partners Offshore, L.P., Stone Street Fund 1998, L.P., Bridge Street Fund 1998, L.P., Ares Leveraged Investment Fund, L.P., as the purchasers of DFG Holdings Inc.'s 13.95% Senior Subordinated Notes Due 2012(6)
10.24	Amended and Restated Management Services Agreement, dated as of November 13, 2003, by and among DFG Holdings, Inc., Dollar Financial Group, Inc. and Leonard Green & Partners, L.P.(6)
10.25	Second Amended and Restated Stockholders Agreement, dated as of November 13, 2003, by and among Green Equity Investors II, L.P., Stone Street Fund 1998, L.P, Bridge Street Fund 1998, L.P., GS Mezzanine Partners, L.P., GS Mezzanine Partners Offshore, L.P., Ares Leveraged Investment Fund, L.P., a Delaware limited partnership, Ares Leveraged Investment Fund II, L.P., a Delaware limited partnership, C.L. Jeffrey, Sheila Jeffrey, certain stockholders signatories thereto and DFG Holdings, Inc.(6)
10.26	Secured Note, dated December 18, 1998, made by Jeffrey Weiss in favor of the Company(3)
10.27	Pledge Agreement, dated December 18, 1998, between the Company and Jeffrey Weiss(3)
10.28	Amended and Restated Nonexclusive Servicing and Indemnification Agreement, dated June 14, 2002, between County Bank and Dollar Financial Group, Inc.(5)
10.29	Marketing and Servicing Agreement, dated October 18, 2002, between First Bank of Delaware and Dollar Financial Group, Inc.(4)
10.30	Acknowledgment, dated as of November 13, 2003, to the Exchange and Registration Rights Agreement by and among DFG Holdings, Inc. GS Mezzanine Partners, L.P., GS Mezzanine Partners Offshore, L.P., Stone Street Fund 1998, L.P., Bridge Street Fund 1998, L.P., Ares Leveraged Investment Fund, L.P. and Ares Leveraged Investment Fund II, L.P. with respect to DFG Holdings, Inc.'s 16% Senior Notes due 2012(7)
10.31	Acknowledgment, dated as of November 13, 2003, to the Exchange and Registration Rights Agreement by and among DFG Holdings, Inc. GS Mezzanine Partners, L.P., GS Mezzanine Partners Offshore, L.P., Stone Street Fund 1998, L.P., Bridge Street Fund 1998, L.P., Ares Leveraged Investment Fund, L.P. and Ares Leveraged Investment Fund II, L.P. with respect to DFG Holdings, Inc.'s 13.95% Senior Subordinated Notes due 2012(7)
10.32	Amendment, dated as of November 13, 2003, to the Exchange Agreement by and among DFG Holdings, Inc. GS Mezzanine Partners, L.P., GS Mezzanine Partners Offshore, L.P., Stone Street Fund 1998, L.P., Bridge Street Fund 1998, L.P., Ares Leveraged Investment Fund, L.P. and Ares Leveraged Investment Fund II, L.P., with respect to DFG Holdings, Inc.'s 16% Senior Notes due 2012(7)
10.33	Amendment, dated as of November 13, 2003, to the Exchange Agreement by and among DFG Holdings, Inc. GS Mezzanine Partners, L.P., GS Mezzanine Partners Offshore, L.P., Stone Street Fund 1998, L.P., Bridge Street Fund 1998, L.P., Ares Leveraged Investment Fund, L.P. and Ares Leveraged Investment Fund II, L.P., with respect to DFG Holdings, Inc.'s 13.95% Senior Subordinated Notes due 2012(7)
12.1	Computation of Ratio of Earnings to Fixed Charges(6)
21.1	Subsidiaries of the Registrant(6)
23.1	Consent of Ernst & Young LLP(7)
23.2	Consent of Irell & Manella LLP (included in Exhibit 5.1)

II-19

24.1	Powers of Attorney (included on the signature pages hereto)
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Trustee under the Indenture(6)
99.1	Form of Letter of Transmittal(7)
99.2	Form of Notice of Guaranteed Delivery(6)
99.3	Form of Letter to Brokers(7)
99.4	Form of Letter to Holders and DTC Participants(7)

(1)

Incorporated by reference to the Registration Statement on Form S-4 filed by Dollar Financial Group, Inc. on December 19, 1996 (File No. 333-18221).

(2)

Incorporated by reference to the Annual Report on Form 10-K filed by Dollar Financial Group, Inc. on September 29, 1997 (File No. 333-18221).

(3)

Incorporated by reference to the Quarterly Report on Form 10-Q filed by Dollar Financial Group, Inc. on February 16, 1999 (File No. 333-18221).

(4)

Incorporated by reference to the Quarterly Report on Form 10-Q filed by Dollar Financial Group, Inc. on February 14, 2002 (File No. 333-18221).

(5)

Incorporated by reference to the Annual Report on Form 10-K filed by Dollar Financial Group, Inc. on October 1, 2002 (File No. 333-18221).

(6)

Filed previously.

(7)

Filed herewith.

II-20

QuickLinks

TABLE OF GUARANTORS
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
WHERE YOU CAN FIND MORE INFORMATION
PROSPECTUS SUMMARY
Summary Financial Data
RISK FACTORS
Risks Related to Our Business
Risks Related to the Notes
USE OF PROCEEDS
CAPITALIZATION
SELECTED FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS DOLLAR FINANCIAL GROUP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS DFG HOLDINGS, INC.
BUSINESS
MANAGEMENT
OWNERSHIP
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
DESCRIPTION OF CERTAIN INDEBTEDNESS
THE EXCHANGE OFFER
DESCRIPTION OF THE NOTES
CERTAIN TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT AUDITORS
DOLLAR FINANCIAL GROUP, INC. CONSOLIDATED BALANCE SHEETS (In thousands except share amounts)
DOLLAR FINANCIAL GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands)
DOLLAR FINANCIAL GROUP, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY (In thousands, except share data)
DOLLAR FINANCIAL GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
DOLLAR FINANCIAL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2003
DOLLAR FINANCIAL GROUP, INC. INTERIM CONSOLIDATED BALANCE SHEETS (In thousands except share amounts)
DOLLAR FINANCIAL GROUP, INC. INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands)
DOLLAR FINANCIAL GROUP, INC. INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
DOLLAR FINANCIAL GROUP, INC. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Information pertaining to the three months ended September 30, 2003 and 2002 is unaudited)
REPORT OF INDEPENDENT AUDITORS
DFG HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (In thousands except share amounts)
DFG HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands)
DFG HOLDINGS, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (In thousands, except share data)
DFG HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
DFG HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2003
Consolidating Balance Sheets June 30, 2003 (In thousands)
Consolidating Statements of Operations Year ended June 30, 2003 (In thousands)
Consolidating Statements of Cash Flows Year ended June 30, 2003 (In thousands)
DFG HOLDINGS, INC. INTERIM CONSOLIDATED BALANCE SHEETS (In thousands except share amounts)
DFG HOLDINGS, INC. INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands)
DFG HOLDINGS, INC. INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
DFG HOLDINGS, INC. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Information pertaining to the three months ended September 30, 2003 and 2002 is unaudited)
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.
Item 21. Exhibits and Financial Statement Schedules

SIGNATURES
EXHIBIT INDEX

EX-4.4

Exhibit 4.4

Execution Copy

DFG HOLDINGS, INC.,

as Issuer

$49,351,422*

16% SENIOR NOTES DUE 2012

INDENTURE

Dated as of November 13, 2003

U.S. BANK NATIONAL ASSOCIATION

as Trustee

*Subject to increase to the extent PIK Notes are issued in payment of interest accruing on or prior to November 15, 2008.

CROSS-REFERENCE TABLE*

Trust Indenture Act Section		Indenture Section
310	(a)(1)	8.10
	(a)(2)	8.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	8.10
	(b)	8.10
	(c)	N.A.
311	(a)	8.11
	(b)	8.11
	(c)	N.A.
312	(a)	2.05; 2.07
	(b)	11.03
	(c)	11.03
313	(a)	8.06
	(b)(1)	8.06
	(b)(2)	8.06; 8.07
	(c)	8.06; 11.02
	(d)	8.06
314	(a)	5.03; 11.02
	(b)	N.A.
	(c)(1)	11.04
	(c)(2)	11.04
	(c)(3)	N.A.
	(d)	N.A.
	(e)	11.05
	(f)	N.A.
315	(a)	8.01
	(b)	8.05; 11.02
	(c)	8.01
	(d)	8.01
	(e)	7.11
316	(a)(last sentence)	2.10
	(a)(1)(A)	7.05
	(a)(1)(B)	7.04
	(a)(2)	N.A..
	(b)	7.07
	(c)	2.07
317	(a)(1)	7.08
	(a)(2)	7.09
	(b)	2.06
318	(a)	11.01
	(b)	N.A.
	(c)	11.01

N.A.means not applicable.

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01	DEFINITIONS.
SECTION 1.02	OTHER DEFINITIONS.
SECTION 1.03	INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
SECTION 1.04	RULES OF CONSTRUCTION.
ARTICLE 2 THE NOTES
SECTION 2.01	FORMS OF NOTES.
SECTION 2.02	FORM OF FACE OF NOTE
SECTION 2.03	FORM OF REVERSE OF NOTE
SECTION 2.04	EXECUTION AND AUTHENTICATION.
SECTION 2.05	REGISTRAR AND PAYING AGENT.
SECTION 2.06	PAYING AGENT TO HOLD MONEY IN TRUST.
SECTION 2.07	HOLDER LISTS.
SECTION 2.08	REGISTRATION; TRANSFER AND EXCHANGE GENERALLY; CERTAIN TRANSFERS AND EXCHANGES; SECURITIES ACT LEGENDS.
SECTION 2.09	REPLACEMENT NOTES.
SECTION 2.10	OUTSTANDING NOTES.
SECTION 2.11	TREASURY NOTES.
SECTION 2.12	TEMPORARY NOTES.
SECTION 2.13	CANCELLATION.
SECTION 2.14	DEFAULTED INTEREST.
ARTICLE 3 REDEMPTION AND PREPAYMENT
SECTION 3.01	NOTICES TO TRUSTEE.
SECTION 3.02	SELECTION OF NOTES TO BE REDEEMED.
SECTION 3.03	NOTICE OF REDEMPTION.
SECTION 3.04	EFFECT OF NOTICE OF REDEMPTION.
SECTION 3.05	DEPOSIT OF REDEMPTION PRICE.
SECTION 3.06	NOTES REDEEMED IN PART.
SECTION 3.07	OPTIONAL REDEMPTION.
SECTION 3.08	APPLICATION OF REDEMPTION PAYMENTS.
SECTION 3.09	MANDATORY REDEMPTION; OFFERS TO PURCHASE; OPEN MARKET PURCHASES.
SECTION 3.10	OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.
ARTICLE 4 SATISFACTION AND DISCHARGE
SECTION 4.01	SATISFACTION AND DISCHARGE.
SECTION 4.02	APPLICATION OF TRUST MONEY.

ARTICLE 5 COVENANTS
SECTION 5.01	PAYMENT OF NOTES.
SECTION 5.02	MAINTENANCE OF OFFICE OR AGENCY.
SECTION 5.03	REPORTS.
SECTION 5.04	COMPLIANCE CERTIFICATE.
SECTION 5.05	TAXES.
SECTION 5.06	STAY, EXTENSION AND USURY LAWS.
SECTION 5.07	RESTRICTED PAYMENTS.
SECTION 5.08	DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.
SECTION 5.09	INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.
SECTION 5.10	ASSET SALES.
SECTION 5.11	TRANSACTIONS WITH AFFILIATES.
SECTION 5.12	LIENS.
SECTION 5.13	CORPORATE EXISTENCE.
SECTION 5.14	OFFER TO REPURCHASE UPON CHANGE OF CONTROL.
SECTION 5.15	SALE AND LEASEBACK TRANSACTIONS.
SECTION 5.16	LIMITATION ON ISSUANCES AND SALES OF CAPITAL STOCK OF SUBSIDIARIES.
SECTION 5.17	PAYMENTS FOR CONSENTS.
SECTION 5.18	COMPLIANCE WITH LAW, MAINTENANCE OF PROPERTIES.
SECTION 5.19	INSURANCE.
SECTION 5.20	FURTHER ASSURANCES.
ARTICLE 6 SUCCESSORS
SECTION 6.01	MERGER, CONSOLIDATION, OR SALE OF ASSETS.
SECTION 6.02	SUCCESSOR COMPANY SUBSTITUTED.
ARTICLE 7 DEFAULTS AND REMEDIES
SECTION 7.01	EVENTS OF DEFAULT.
SECTION 7.02	ACCELERATION.
SECTION 7.03	OTHER REMEDIES.
SECTION 7.04	WAIVER OF PAST DEFAULTS.
SECTION 7.05	CONTROL BY MAJORITY.
SECTION 7.06	LIMITATION ON SUITS.
SECTION 7.07	RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.
SECTION 7.08	COLLECTION SUIT BY TRUSTEE.
SECTION 7.09	TRUSTEE MAY FILE PROOFS OF CLAIM.
SECTION 7.10	PRIORITIES.
SECTION 7.11	UNDERTAKING FOR COSTS.
SECTION 7.12	SUBORDINATION OF SPECIAL MANDATORY REDEMPTION.

ii

ARTICLE 8 TRUSTEE
SECTION 8.01	DUTIES OF TRUSTEE.
SECTION 8.02	RIGHTS OF TRUSTEE.
SECTION 8.03	INDIVIDUAL RIGHTS OF TRUSTEE.
SECTION 8.04	TRUSTEE’S DISCLAIMER.
SECTION 8.05	NOTICE OF DEFAULTS.
SECTION 8.06	REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.
SECTION 8.07	COMPENSATION AND INDEMNITY.
SECTION 8.08	REPLACEMENT OF TRUSTEE.
SECTION 8.09	SUCCESSOR TRUSTEE BY MERGER, ETC.
SECTION 8.10	ELIGIBILITY, DISQUALIFICATION.
SECTION 8.11	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.
ARTICLE 9 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
SECTION 9.01	OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.
SECTION 9.02	LEGAL DEFEASANCE AND DISCHARGE.
SECTION 9.03	COVENANT DEFEASANCE.
SECTION 9.04	CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.
SECTION 9.05	DEPOSITED MONEY AND U.S.  GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.
SECTION 9.06	REPAYMENT TO COMPANY
SECTION 9.07	REINSTATEMENT.
ARTICLE 10 AMENDMENT, SUPPLEMENT AND WAIVER
SECTION 10.01	WITHOUT CONSENT OF HOLDERS OF NOTES.
SECTION 10.02	WITH CONSENT OF HOLDERS OF NOTES.
SECTION 10.03	COMPLIANCE WITH TRUST INDENTURE ACT.
SECTION 10.04	REVOCATION AND EFFECT OF CONSENTS.
SECTION 10.05	NOTATION ON OR EXCHANGE OF NOTES.
SECTION 10.06	TRUSTEE TO SIGN AMENDMENTS, ETC.
ARTICLE 11 MISCELLANEOUS
SECTION 11.01	TRUST INDENTURE ACT CONTROLS.
SECTION 11.02	NOTICES.
SECTION 11.03	COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.
SECTION 11.04	CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.
SECTION 11.05	STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.
SECTION 11.06	RULES BY TRUSTEE AND AGENTS.
SECTION 11.07	NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS.
SECTION 11.08	GOVERNING LAW.

iii

SECTION 11.09	NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.
SECTION 11.10	SUCCESSORS.
SECTION 11.11	SEVERABILITY.
SECTION 11.12	COUNTERPART ORIGINALS.
SECTION 11.13	TABLE OF CONTENTS, HEADINGS, ETC.

iv

INDENTURE dated as of November 13, 2003 between DFG Holdings, Inc., a Delaware corporation (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”).

The Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the 16% Senior Notes due 2012 (the “Senior Notes”) and the 16% Senior Notes due 2012 to be issued in exchange for the Senior Notes in the Exchange Offer (the “Exchange Senior Notes” and, together with the Senior Notes, the PIK Notes (as hereinafter defined) and all notes issued in exchange, replacement or substitution for the Senior Notes, the PIK Notes or the Exchange Senior Notes, the “Notes”):

ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE

SECTION 1.01DEFINITIONS.

“Acquired Debt” means with respect to any specified Person:

(1)Indebtedness of any other Person existing at the time such other Person was merged with or into or became a Subsidiary of such specified Person, including, without limitation, Indebtedness Incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Subsidiary of such specified Person; and

(2)Indebtedness secured by a Lien encumbering any asset acquired by such specified Person at the time such asset is acquired by such specified Person.

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any specified Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided, however, that in the case of the Company or any of its Subsidiaries beneficial ownership of 10% or more of the voting securities of the Company or such Subsidiary, as the case may be, shall be deemed to be control.  Notwithstanding the foregoing, in no event will the GS Mezzanine Partners, L.P., GS Mezzanine Partners Offshore, L.P., Stone Street Fund 1998, L.P., Bridge Street Fund 1998, L.P., Ares Leveraged Investment Fund, L.P., Ares Leveraged Investment Fund II, L.P. or any of their Affiliates be deemed to be an Affiliate of the Company.

“Agent” means any Registrar, Paying Agent, any co-Registrar or any additional Paying Agent.

“Agent Members” means any member of, or participant in, the Depositary.

“Applicable Law” means all laws, statutes, treaties, rules, codes (including building codes), ordinances, regulations, certificates, orders and licenses of, and interpretations by, any Governmental Authority and judgments, decrees, injunctions, writs, permits, orders or like governmental action of any Governmental Authority (including environmental laws and those pertaining to health or safety) applicable to the Company or any of its Subsidiaries or any of their property or operations.

“Applicable Procedures” means, with respect to any transfer or exchange of beneficial interests in a Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that are applicable to such transfer or exchange.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP) of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction (including any period for which such lease has been extended or may, at the option of the lessor, be extended).

“Bankruptcy Law” means Title 11 of the United States Code or any similar federal or state bankruptcy, insolvency, reorganization or other law for the relief of debtors.

“Board of Directors” means the Board of Directors of the Company or any authorized committee of the Board of Directors.

“Borrowing Base” means the sum of the following for each of DFG and its Subsidiaries:

(1)100% of cash held overnight in store safes;

(2)100% of balances held in store accounts;

(3)100% of the amount payable under the checks held in store safes;

(4)100% of clearing house transfers initiated on the previous day and transfers of same-day funds to be credited to store accounts;

(5)100% of cash held overnight by armored car carriers;

(6)100% of eligible government receivables in respect of government contracts; and

(7)100% of cash balances held in demand deposit accounts and/or investment accounts;

provided, however, that in no event shall any of the items described in subparagraphs (1) through (7) above be included in any calculation of the “Borrowing Base” to the extent any of the same are subject to any Lien other than in favor of the administrative agent for the benefit of the lenders under the Credit Agreement.  The Borrowing Base shall be determined by the Company upon each incurrence of Indebtedness, and such determination shall be conclusive so long as it is made in good faith.

The Borrowing Base shall not include any items that have been sold or that have been pledged or deposited in respect of Indebtedness, and shall be determined by the Company upon each incurrence of Indebtedness, and such determination shall be conclusive so long as it is made in good faith.

“Business Day” means any day other than a Legal Holiday.

“Calculation Date” means, with respect to any calculation of the Fixed Charge Coverage Ratio or the Debt Ratio, the date on which the event requiring such calculation occurs.

“Capital Expenditures”means, for any period and with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing of fixed or capital assets or additions to fixed or capital assets (including replacements, capitalized repairs and improvements during

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such period) which should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means:

(1)in the case of a corporation, corporate stock;

(2)in the case of an association or business entity other than a corporation, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)in the case of a partnership, partnership interests (whether general or limited); and

(4)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

(5)U.S.  Government Obligations, described in clause (1) of the definition thereof, having maturities of not more than twelve months from the date of acquisition;

(6)time deposits and certificates of deposit of any domestic commercial bank of recognized standing having capital and surplus in excess of $500.0 million, with maturities of not more than one year from the date of acquisition;

(7)repurchase obligations issued by any bank described in subsection (2) above with a term not to exceed thirty (30) days;

(8)commercial paper rated at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody’s, in each case maturing within one year after the date of acquisition and

(9)shares of any money market mutual fund, or similar fund, in each case having excess of $500.0 million, which invests predominantly in investments of the types described in clauses (1) through (4) above.

“Change of Control” means the occurrence of any of the following:

(1)the sale, conveyance, transfer, lease or other disposition (other than by way of merger or consolidation), in one or more related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any “person” (as such term is used in Section 13(d)(3) of the Exchange Act), other than LGP or their Related Parties;

(2)the adoption of a plan relating to the liquidation or dissolution of the Company;

(3)the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above), other than LGP or their Related Parties, becomes the “beneficial owner” (as such term is defined in Rules 13d-3 and 13d-5 under the Exchange Act, directly or indirectly, of more than 35% of the voting shares or economic value of Capital Stock of DFG or the Company;

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(4)the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that the Company ceases to own 100% of the outstanding Equity Interests of DFG; or

(5)the first day on which a majority of the members of the Board of Directors are not Continuing Directors.

“Clearstream” means Clearstream Banking, société anonyme, Luxembourg (or any successor thereto).

“Closing” means the closing of the transactions contemplated by the Exchange Agreement.

“Closing Date” means November 13, 2003.

“Company” means DFG Holdings, Inc., a Delaware corporation.

“Company Order” means a written request or order signed in the name of the Company by one of its Officers and delivered to the Trustee.

“consolidate” or “consolidated” (including the correlative term “consolidating”) or on a “consolidated basis”, when used with reference to any financial term in this Indenture (but not when used with respect to any tax return or tax liability), means the aggregate for two or more Persons of the amounts signified by such term for all such Persons, with inter-company items eliminated and, with respect to net income or earnings, after eliminating the portion of net income or earnings properly attributable to minority interests, if any, in the capital stock of any such Person or attributable to shares of preferred stock of any such Person not owned by any other such Person, in accordance with GAAP.

“Consolidated Cash Flow” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus:

(1)an amount equal to any extraordinary loss, to the extent that such losses were deducted in computing such Consolidated Net Income for such period, plus

(2)an amount equal to any net loss realized in connection with an Asset Sale, the disposition of any securities by such Person or any of its Subsidiaries or the extinguishment of any Indebtedness by such Person or its Subsidiaries, to the extent such losses were deducted in computing such Consolidated Net Income, plus

(3)provision for taxes based on income or profits of such Person and its Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income, plus

(4)consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments (if any) pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income, plus

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(5)depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash charges were deducted in computing such Consolidated Net Income, minus

(6)all non-cash items to the extent that such non-cash items increased Consolidated Net Income for such period, minus

(7)the amount of Earn-out Obligations paid in cash during such period (to the extent not already reflected as an expense in Consolidated Net Income), in each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding the foregoing, the provision for taxes based on income or profits of, and the depreciation and amortization and other non-cash charges of, a Subsidiary of a Person shall be added to Consolidated Net Income to compute Consolidated Cash Flow only to the extent (and in the same proportion) that the Net Income of such Subsidiary was included in calculating the Consolidated Net Income of such Person.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided, that (i) the Net Income (but not loss) of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or one of its Wholly Owned Subsidiaries, (ii) the Net Income of any Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders, (iii) the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition shall be excluded and (iv) the cumulative effect of a change in accounting principles shall be excluded.

“Consolidated Net Worth” means, with respect to any Person as of any date, the sum of (i) the consolidated equity of the common stockholders of such Person and its consolidated Subsidiaries as of such date plus (ii) the respective amounts reported on such Person’s balance sheet as of such date with respect to any series of preferred stock (other than Disqualified Stock) that by its terms is not entitled to the payment of dividends unless such dividends may be declared and paid only out of net earnings in respect of the year of such declaration and payment, but only to the extent of any cash received by such Person upon issuance of such preferred stock, less (x) all write-ups (other than write-ups resulting from foreign currency translations and write-ups of tangible assets of a going concern business made within 12 months after the acquisition of such business) subsequent to the date of this Indenture in the book value of any asset owned by such Person or a consolidated Subsidiary of such Person and (y) all unamortized debt discount and expense and unamortized deferred charges as of such date, all of the foregoing determined in accordance with GAAP.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors who (1) was a member of such Board of Directors on the date of this Indenture or (2) was nominated for election or elected to such Board of Directors with the approval, recommendation or

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endorsement of a majority of the directors who were members of such Board of Directors on the date of this Indenture or whose nomination or election to the Board of Directors was previously so approved.

“Corporate Trust Office of the Trustee” shall be the address of the Trustee specified in Section 11.02 hereof or such other address as to which the Trustee may give notice to the Company.

“Credit Agreement” means the credit agreement, dated as of November 13, 2003, among the Company, DFG, the lenders named therein, Wells Fargo, as administrative agent for the lenders, U.S. Bank, National Association, as syndication agent, and Citicorp North America, Inc. as documentation agent providing for a revolving credit facility in favor of DFG of up to $55.0 million (including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, restated, renewed, refunded, replaced or refinanced from time to time).

“Credit Documents” means the Credit Agreement and all certificates, instruments, financial and other statements and other documents and agreements made or delivered in connection therewith and related thereto.

“Default” means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

“Depositary” means a clearing agency registered under the Exchange Act that is designated to act as Depositary for the Notes until a successor Depositary shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and, thereafter, “Depositary” shall mean or include such successor Depositary.  The Depositary initially is DTC.

“DFG” means Dollar Financial Group, Inc.

“DFG Senior Notes” means DFG’s 9.75% Senior Notes due 2011, together with all notes issued in exchange, substitution or replacement therefor, issued pursuant to the DFG Senior Notes Indenture.

“DFG Senior Notes Documents” means the DFG Senior Notes, the DFG Senior Notes Indenture, the offering circular related thereto and all certificates, instruments, financial and other statements and other documents and agreements made or delivered in connection therewith and related thereto.

“DFG Senior Notes Indenture” means the indenture dated as of November 13, 2003 among DFG, each of the other guarantors (as defined therein) and U.S. Bank National Association, as trustee (as amended, supplemented or otherwise modified from time to time).

“Disqualified Stock” means any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date of the Stated Maturity of the Notes.

“DTC” means The Depository Trust Company, a New York corporation.

“Earn-out Obligations” means contingent payment obligations of the Company or any of its Subsidiaries incurred in connection with the acquisition of assets or businesses, which obligations are payable based on the performance of the assets or businesses so acquired; provided, however, that (i) such obligations shall be expressly subordinated to the Notes on terms that are customary for the subordination

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of obligations of this type (including, without limitation, the right to make Earn-Out Obligation payments as they become due; provided that at the time of such payment no Default or Event of Default has occurred and is continuing, or would exist as a result of the making of such payment), (ii) the amount of such obligations shall not exceed 25% of the total consideration paid for such assets or businesses and (iii) that the amount of such obligations outstanding at any time shall be measured by the maximum amount potentially payable thereunder without regard to performance criteria, the passage of time or other conditions.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System (or any successor thereto).

“Exchange Act” means the U.S.  Securities Exchange Act of 1934, as amended.

“Exchange Agreement” means the exchange agreement, dated as of November 13, 2003, among the Company and the Purchasers, as it may from time to time be amended, supplemented or modified, relating to the Notes.

“Exchange Offer” as defined in the Registration Rights Agreement.

“Existing Indebtedness” means (1) Indebtedness of National Money Mart Company in an amount not to exceed the amount committed as of the Closing Date under that certain First Bank Overdraft Lending Agreement, dated as of March 1, 2001, between National Money Mart Company and the Bank of Montreal; (2) Indebtedness of Dollar Financial U.K.  Limited in an amount not to exceed the amount committed as of the Closing Date under that certain Multi Line Facility Agreement, dated as of January 30, 2003, between Dollar Financial U.K.  Limited and National Westminster Bank Plc, as amended by that certain Letter Agreement, dated October 10, 2003, between Dollar Financial U.K.  Limited and the Royal Bank of Scotland Plc, acting as agent for National Westminster Bank Plc; (3) Indebtedness of the Company and Instant Cash Loans Limited in an amount not to exceed the amount committed as of the Closing Date under that certain Participation and Servicing Agreement, dated as of November 15, 2002, among Archbrook Holdings International, LLC, Instant Cash Loans Limited and the Company; (4) any other unsecured Indebtedness of the Company or any of its Subsidiaries outstanding on the Closing Date with respect to or in connection with foreign exchange contracts, currency swap agreements, interest rate swaps, collars or cap agreements and similar arrangements entered into in the ordinary course of business and designed to protect against fluctuations in currency values and interest rates until such Indebtedness is repaid; and (5) obligations to repurchase equity securities of the Company in the event of the death or disability of Jeffrey Weiss pursuant to that certain Employment Agreement dated as of November 13, 1998 by and among the Company, DFG and Jeffrey Weiss.

“Financing Documents” means collectively, this Indenture, the Exchange Agreement, the Subordinated Note Exchange Agreement, the Subordinated Note Indenture, the Registration Rights Agreement, the Registration Rights Agreement (as defined in the Subordinated Note Exchange Agreement), the Credit Agreement, the Stockholders Agreement, the Notes, the Exchange Notes, the Subordinated Notes and all certificates, instruments, financial and other statements and other documents made or delivered in connection herewith and therewith.

“Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication, (i) the consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization of original issue discount, non-cash

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interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments (if any) pursuant to Hedging Obligations), (ii) the consolidated interest expense of such Person and its Subsidiaries that was capitalized during such period, (iii) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Subsidiaries or secured by a Lien on assets of such Person or one of its Subsidiaries (whether or not such Guarantee or Lien is called upon) and (iv) the product of (A) all cash dividend payments (and non-cash dividend payments in the case of a Person that is a Subsidiary) on any series of preferred stock of such Person plus all accrued but unpaid cash dividends on Disqualified Stock, times (B) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

“Fixed Charge Coverage Ratio” means with respect to any Person for any period, the ratio of (x) the Consolidated Cash Flow of such Person for such period less consolidated Capital Expenditures made by such Person during such period to (y) the Fixed Charges of such Person for such period calculated as provided in Section 5.09.

“GAAP” means United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of this Indenture.

“Global Note” means a Note that evidences all or part of the Note and bears the applicable legend set forth in Section 2.02.

“Governmental Authority” means (i) the government of the United States of America or any State or other political subdivision thereof, (ii) any government or political subdivision of any other jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary or (iii) any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to, any such government.

“Guarantee” or “Guaranteed” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness.

“Guarantor” is defined in the DFG Senior Notes Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under (i) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements and (ii) other agreements or arrangements designed to protect such Person against fluctuations in interest rates.

“Holder” means a Person in whose name a Note is registered.

“Holdings Note Shares” is defined in the Exchange Agreement.

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“Indebtedness” means, with respect to any Person, any indebtedness of such Person, whether or not contingent, (i) in respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof), (ii) representing Capital Lease Obligations, (iii) representing the balance deferred and unpaid of the purchase price (including any Earn-out Obligations) of any property or services, except any such balance that constitutes a trade payable, credit on open account, provisional credit, accrued liability, or which are being contested in good faith, (iv) representing any Hedging Obligations, if and to the extent any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP, as well as all indebtedness of others secured by a Lien on any asset of such Person (whether or not such indebtedness is assumed by such Person) and, to the extent not otherwise included, the Guarantee by such Person of any Indebtedness of any other Person, (v) representing reimbursement obligations of such Person with respect to letters of credit, banker’s acceptances or similar facilities issued for the account of such Person or (vi) representing the maximum fixed redemption or repurchase price of Disqualified Stock of such Person at the time of determination plus accrued but unpaid dividends.

“Indenture” means this Indenture, as amended, supplemented or modified from time to time.

“Initial Regulation S Notes” means the Notes sold by the Purchasers in an initial offering in reliance on Regulation S.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of direct or indirect loans (including Guarantees of Indebtedness or other obligations), advances or capital contributions (excluding (i) commission, travel and similar advances to officers and employees, (ii) extensions of trade credit and (iii) any loans to customers, in each case made on commercially reasonable terms and  in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP; provided, however, that an acquisition of assets, Equity Interests or other securities by the Company for consideration consisting of common equity securities of the Company shall not be deemed to be an Investment.  If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in The City of New York, in the city of the Corporate Trust Office of the Trustee or at a place of payment are authorized by law, regulation or executive order to remain closed.  If any payment date in respect of the Notes is a Legal Holiday, payment may be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

“LGP” means Leonard Green & Partners, L.P. and any affiliated investment fund managed by it.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

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“Liquidated Damages” means Special Interest, as such term is defined in Section 2(c) of the Registration Rights Agreement, then accrued and unpaid.

“Management Services Agreement” shall mean that certain Management Services Agreement, dated December 18, 1998, as amended, among the Company, DFG, and LGP.

“Material Adverse Effect” means a material adverse effect on (i) the business, operations, affairs, financial condition, assets, property or prospects of the Company and its Subsidiaries taken as a whole, (ii) the ability of the Company or any Subsidiary to perform any of its material obligations under any of the Transaction Documents or (iii) the validity or enforceability of any Transaction Document that is material to the Holders.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however, (i) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with (A) any Asset Sale (including, without limitation, dispositions pursuant to sale and leaseback transactions) or (B) the disposition of any securities by such Person or any of its Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Subsidiaries, (ii) any extraordinary or nonrecurring gain (but not loss), together with any related provision for taxes on such extraordinary or nonrecurring gain (but not loss) and (iii) any non-cash compensation expense of such Person attributable to the exercise of options to acquire Capital Stock of the Company by any officers, directors or employees of the Company or any of its Subsidiaries.

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees, and sales commissions) and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of Indebtedness (other than revolving credit Indebtedness under the Credit Agreement) secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“Note Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Obligations” means any principal, premium, interest, Liquidated Damages and other liabilities payable by the Company under or in respect of this Indenture, the Exchange Agreement or the Notes.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

“Officers’ Certificate” means a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President or any Vice President, and by the Director of Finance, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company and delivered to the Trustee.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee.  The counsel may be an employee of or counsel to the Company or the Trustee.

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“Permits” means all licenses, permits, certificates of need, approvals and authorizations from all Governmental Authorities required to lawfully conduct a business as presently conducted.

“Permitted Investments” means (i) any Investment in the Company, DFG (as long as it is a Wholly Owned Subsidiary of the Company) or a Wholly Owned Subsidiary of the Company and that is engaged in the same or a similar line of business as the Company and its Subsidiaries were engaged in on the date of this Indenture, (ii) any Investment in (v) cash, (w) Cash Equivalents, (x) the Notes, (y) the Subordinated Notes or (z) the DFG Senior Notes outstanding (in the case of this clause (z)) as of the date of this Indenture, (iii) any Investment by the Company or any Subsidiary of the Company in a Person, if as a result of such Investment (A) such Person becomes a Wholly Owned Subsidiary of the Company that is engaged in the same or a similar line of business as the Company and its Subsidiaries were engaged in on the date of this Indenture or (B) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Wholly Owned Subsidiary of the Company (with the Company or such Wholly Owned Subsidiary being a surviving entity) and that is engaged in the same or a similar line of business as the Company and its Subsidiaries were engaged in on the date of this Indenture, (iv) any Restricted Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the provisions of Section 5.10 hereof, (v) other Investments in any Person (other than a Subsidiary of the Company) having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (v) that are at the time outstanding, not to exceed $3.0 million, (vi) any advances to employees of the Company and its Subsidiaries in the ordinary course of business, (vii) any Investments received in settlement of bona fide disputes or as distributions in bankruptcy, insolvency or similar proceedings and (viii) any Investment resulting from the sale or other disposition, through a public equity or income trust offering, of Equity Interests of a Canadian or a U.K. Subsidiary of DFG (a “Disposed Entity”) solely by reason of DFG retaining a portion of the Equity Interests of such Disposed Entity; provided, that after giving effect to any such sale or disposition, (1) no Default or Event of Default shall have occurred or be continuing, (2) the retained Equity Interests in the Disposed Entity are entitled to the same pro rata distributions as, and are not subordinated to, other Equity Interests in the Disposed Entity and (3) any Net Proceeds from such sale or disposition are applied in accordance with the provisions of Section 5.10 hereof (without regard to Section 5.10(b)(ii)).

“Permitted Liens” means (i) Liens securing Indebtedness (A) under the Credit Agreement and (B) under the DFG Senior Notes, in each case, that was permitted by the terms of this Indenture to be incurred, (ii) Liens in favor of the Company, (iii) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company; provided, however, that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company, (iv) Liens on property existing at the time of acquisition thereof by the Company or any Subsidiary of the Company; provided, however, that such Liens were in existence prior to the contemplation of such acquisition, (v) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business, (vi) Liens securing Indebtedness (including Capital Lease Obligations) permitted by clause (v) of Section 5.09(b) hereof covering only the assets acquired with such Indebtedness and directly related assets such as proceeds (including insurance proceeds), products, replacements, substitutions and accessions thereto, (vii) Liens existing on the date of this Indenture and replacement Liens that do not encumber additional assets, unless such encumbrance is otherwise permitted; (viii) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided, however, that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor, (ix) Liens incurred in the ordinary course of business of the Company or any Subsidiary of the

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Company with respect to obligations that do not exceed $5.0 million at any one time outstanding and that (A) are not incurred in connection with the borrowing of money or the obtaining of advances or credit (other than trade credit in the ordinary course of business) and (B) do not in the aggregate materially detract from the value of the property or materially impair the use thereof in the operation of business by the Company or such Subsidiary, (x) Liens securing Permitted Refinancing Indebtedness; provided, however, that the Company was permitted to incur Liens with respect to the Indebtedness so refinanced, (xi) statutory and common law Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other similar Liens arising in the ordinary course of business with respect to amounts that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor, (xii) Liens arising from filings of Uniform Commercial Code financing statements or similar documents regarding leases or otherwise for precautionary purposes relating to arrangements not constituting Indebtedness, (xiii) Liens on assets of a Receivables Subsidiary arising in connection with a Qualified Receivables Transaction and (xiv) Liens securing compensation, reimbursement and indemnification obligations of the Company or any of its Subsidiaries in favor of the Trustee under this Indenture, and in favor of trustees or comparable representatives under other indentures, agreements or instruments governing Indebtedness permitted to be incurred by Section 5.09.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Subsidiaries (other than the Indebtedness under the Credit Agreement and the DFG Senior Notes); provided, however, that (i) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount plus accrued interest (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith), (ii) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, (iii) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, (iv) such Indebtedness is incurred either by the Company or by the Subsidiary which is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded and (v) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded was incurred in reliance upon clause (vi) or (vii) of Section 5.09(b), such Indebtedness also meets the requirements of such clause.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock corporation, trust, unincorporated organization or government or agency or political subdivision thereof or any other entity.

“Purchasers” means the Purchasers named in Schedule A to the Exchange Agreement.

“Put Option” is defined in the Exchange Agreement.

“Qualified Receivables Transaction” means any transaction or series of transactions entered into by DFG or any of its Subsidiaries pursuant to which DFG or any of its Subsidiaries sells, conveys or otherwise transfers to (i) a Receivables Subsidiary (in the case of a transfer by DFG or any of its

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Subsidiaries) or (ii) any other Person (in the case of a transfer by a Receivables Subsidiary), or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of DFG or any of its Subsidiaries and any related assets, including all collateral securing such accounts receivable, all contracts and Guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

“Receivables Subsidiary” means a Wholly Owned Subsidiary of DFG which engages in no activities other than in connection with the financing of accounts receivable and which is designated by the Board of Directors (as provided below) as a Receivables Subsidiary:

(1)  no portion of the Indebtedness or any other obligations (contingent or otherwise) of which:

(a)is Guaranteed by the Company or any of its other Subsidiaries (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction),

(b)is recourse to or obligates the Company or any of its other Subsidiaries in any way other than pursuant to representations, warranties, covenants and indemnities entered into in connection with a Qualified Receivables Transaction or

(c)subjects any property or asset of the Company or any of its other Subsidiaries, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction;

(2)  with which neither the Company nor any of its other Subsidiaries has any material contract, agreement or understanding other than (a) sales of accounts receivable and related assets to such Subsidiary and other transactions within the customary parameters of asset securitization transactions involving accounts receivable, (b) transactions on terms no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company and (c) customary transaction costs, fees and expenses incurred in connection with asset securitization transactions involving accounts receivable and fees payable in the ordinary course of business in connection with servicing accounts receivable; and

(3)  with which neither the Company nor any of its other Subsidiaries has any obligation to maintain or preserve such Subsidiary’s financial condition or cause such Subsidiary to achieve certain levels of operating results.

Any such designation by the Board of Directors of the Company will be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions.

“Registered Notes” means the Exchange Senior Notes or Senior Notes sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act, together with their respective Successor Notes.

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“Registration Rights Agreement” means the Exchange and Registration Rights Agreement, dated as of the date of this Indenture, by and among the Company and the other parties named on the signature pages thereof, as such agreement may be amended, supplemented or modified from time to time.

“Regulation S” means Regulation S under the Securities Act (or any successor provision), as it may be amended from time to time.

“Regulation S Certificate” means a certificate substantially in the form set forth in Exhibit A.

“Regulation S Global Note” has the meaning specified in Section 2.01.

“Regulation S Legend” means a legend substantially in the form of the legend required in the form of Note set forth in Section 2.02 to be placed upon a Regulation S Global Note.

“Regulation S Note”means all Notes required pursuant to Section 2.08(f) to bear a Regulation S Legend.  Such term includes the Regulation S Global Note.

“Related Party” with respect to LGP means (i) any Subsidiary of LGP or any general partner of LGP or (ii) any investment fund or investment partnership managed by LGP or any Affiliate of LGP.

“Responsible Officer” when used with respect to the Trustee, means any officer or employee within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Restricted Global Note” has the meaning specified in Section 2.01.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Notes” means all Notes required pursuant to Section 2.08(f) to bear a Restricted Notes Legend.  Such term includes the Restricted Global Note.

“Restricted Notes Certificate” means a certificate substantially in the form set forth in Exhibit B.

“Restricted Notes Legend” means a legend substantially in the form of the legend required in the form of Note set forth in Section 2.02 to be placed upon a Restricted Note.

“Restricted Period” means the period of 41 consecutive days beginning on and including the later of (i) the day on which Notes were first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) the day on which the closing of the offering of Notes pursuant to the Exchange Agreement occurs.

“Rule 144A” means Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time.

“Rule 144A Notes” means the Notes purchased by the Purchasers from the Company pursuant to the Exchange Agreement other than the Initial Regulation S Notes.

“SEC” means the Securities and Exchange Commission, or any successor agency thereto.

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“Securities Act” means the U.S.  Securities Act of 1933, as amended.

“Securities Act Legend” means a Restricted Notes Legend or a Regulation S Legend.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary,” as defined under Rule 1-02 of Regulation S-X promulgated by the SEC as such regulation is in effect on the date of this Indenture.

“Stated Maturity” when used with respect to any Note or any installment of interest thereon, means the date specified in this Indenture or such Note as the fixed date on which the principal of such Note or such installment of interest is due and payable.

“Stockholders Agreement” as defined in the Exchange Agreement.

“Subordinated Indebtedness” means (i) Indebtedness of the Company or any of its Subsidiaries under any Earn-Out Obligations, (ii) Indebtedness of the Company under the Subordinated Notes and (iii) other Indebtedness of the Company or any of its Subsidiaries expressly subordinated in right of payment to the Notes pursuant to applicable documentation in the case of such Indebtedness under this clause (iii), containing maturities, amortization schedules, covenants, defaults, remedies, subordination provisions and other material terms in form and substance satisfactory to the Holders of at least a majority in aggregate principal amount of the Notes then outstanding.

“Subordinated Note Documents” means the Subordinated Notes, the Subordinated Note Exchange Agreement, the Subordinated Note Indenture, the exchange and registration rights agreement related to the Subordinated Notes, the Stockholders Agreement and all certificates, instruments, financial and other statements and other documents and agreements made or delivered in connection therewith and related thereto.

“Subordinated Note Exchange Agreement” is defined in the Exchange Agreement.

“Subordinated Note Indenture” means the indenture dated as of November 13, 2003 between the Company and U.S. Bank National Association, as trustee (as amended, supplemented or otherwise modified from time to time), pursuant to which the Subordinated Notes are issued.

“Subordinated Notes” means the13.95% Senior Subordinated Notes due 2012, together with all notes issued in exchange, substitution or replacement therefor, issued by the Company in the original aggregate principal amount on the date of this Indenture of $49,351,422 (plus any additional 13.95% Senior Subordinated Notes due 2012 issued in payment of interest thereunder), issued pursuant to the Subordinated Note Indenture.

“Subscription Shares” is defined in the Exchange Agreement.

“Subsidiary” means, with respect to any Person, (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person (or a combination thereof) and (2) any partnership (A) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (B) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

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“Successor Notes” of any particular Note means every Note issued after, and evidencing all or a portion of the same debt as that evidenced by, such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.09 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note.

“Tax Returns” means all reports and returns required to be filed on or before the Closing Date with respect to the Taxes of the Company and the Tax Subsidiaries including, without limitation, consolidated federal income tax returns of the Company and the Tax Subsidiaries.

“Tax Subsidiaries” means any Subsidiary of the Company of which the Company owns, directly or indirectly, 80% or more of the equity interest therein for U.S. federal income tax purposes.

“Taxes” means all federal, state, local or foreign income, gross receipts, windfall profits, severance, property, production, sales, use, license, excise, franchise, employment, withholding or similar taxes imposed on the income, properties or operations of the Company and the Tax Subsidiaries, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C.  §§ 77aaa-77bbbb), as in force at the date as of which this instrument was executed, except as provided in Section 10.03; provided, however,that in the event that the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

“Transaction Documents” means, collectively, the Financing Documents, the Credit Documents, the DFG Senior Note Documents and the Subordinated Note Documents.

“Transactions” means the transactions provided for in, or contemplated by, the Transaction Documents.

“Trustee” means the party named as such above until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder (or any successor thereto).

“Unrestricted Notes Certificate” means a certificate substantially in the form set forth in Exhibit C.

“U.S.  Government Obligation” means:

(1)any security which is a direct obligation of the United States of America the payment of which the full faith and credit of the United States of America is pledged or an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, which, in either case, is not callable or redeemable at the option of the issuer thereof; and

(2)any depository receipt issued by a bank (as defined in the Securities Act) as custodian with respect to any U.S.  Government Obligation and held by such bank for the account of the holder of such depository receipt, or with respect to any specific payment of principal of or interest on any U.S.  Government Obligation which is so specified and held; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such

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depository receipt from any amount received by the custodian in respect of the U.S.  Government Obligation or the specific payment of principal or interest evidenced by such depository receipt.

“U.S.  Person” has the meaning specified in Regulation S.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)the sum of the products obtained by multiplying (A) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (B) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by

(2)the then outstanding principal amount of such Indebtedness.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person all of the outstanding Capital Stock of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person (or any combination thereof).

SECTION 1.02  OTHER DEFINITIONS.

Term	Defined in Section
“Affiliate Transaction”	5.11
“Asset Sale”	5.10
“Change of Control Offer”	5.14
“Change of Control Payment”	5.14
“Change of Control Payment Date”	5.14
“Company”	Preamble
“Covenant Defeasance”	9.03
“Current Accretion Amount”	2.03(5)
“Custodian”	7.01
“Default Amount”	7.02
“Default Interest”	2.03(1)
“Event of Default”	7.01
“Excess Proceeds”	5.10
“Exchange Senior Notes”	Preamble
“incur”	5.09
“Incurrence Date”	5.09
“Interest Accrual Date”	2.03
“Interest Payment Date”	2.03
“Legal Defeasance”	9.02
“Notes Register”	2.05
“Notice of Default”	7.01
“Offer Amount”	3.10
“Offer Period”	3.10
“Paying Agent”	2.05
“Payment Default”	7.01
“PIK Notes”	2.03(1)
“PIK Payment”	2.03(1)
“Purchase Date”	3.10

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“Registrar”	2.05
“Restricted Payments”	5.07
“Senior Notes”	Preamble
“Special Mandatory Redemption”	2.03(7)
“Successor Company”	6.01
“Trustee”	Preamble

SECTION 1.03INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.  All other terms used in this Indenture that are defined bythe TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

SECTION 1.04RULES OF CONSTRUCTION.

Unless the context otherwise requires:

(1)a term has the meaning assigned to it;

(2)an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)“or” is not exclusive;

(4)words in the singular include the plural, and in the plural include the singular;

(5)provisions apply to successive events and transactions;

(6)references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(7)references to any statute, law or regulation shall be deemed to refer to the same as from time to time amended and in effect and to any successor statute, law or regulation; and

(8)whenever any provision of this Indenture or any Note refers to payments of or on “the principal of (or Default Amount in respect thereof)” or words to a similar effect, such reference shall be deemed to refer to (i) in the case of any redemption or repurchase of the Notes, the Current Accretion Amount, (ii) in the case of any declaration of the Notes to be due and payable (other than by a redemption or repurchase), the Default Amount of the Notes and (iii) in any other case, the principal amount of the Notes.

ARTICLE 2
THE NOTES

SECTION 2.01FORMS OF NOTES.

The Notes and the Trustee’s certificates of authentication shall be in substantially the form set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with

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applicable law or the rules of any securities exchange or as may, consistent herewith, be determined by the officers executing such Notes, as evidenced by their execution thereof.

The certificated Notes shall be printed, lithographed or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Each Note shall be dated the date of its authentication.  The Notes shall be issued in minimum denominations of $1,000, except that PIK Notes may be issued in smaller denominations.  The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Upon their original issuance, Rule 144A Notes shall be issued in the form of one or more Global Notes registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, ascustodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct).  Such Global Notes, together with their Successor Notes which are Global Notes other than the Regulation S Global Note, are collectively herein called the “Restricted Global Note.” Upon their original issuance, Initial Regulation S Notes shall be issued in the form of one or more Global Notes registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct); provided, that upon such deposit all such Notes shall be credited to or through accounts maintained at DTC by or on behalf of Euroclear or Clearstream.  Such Global Notes, together with their Successor Notes which are Global Notes other than the Restricted Global Note, are collectively herein called the “Regulation S Global Note.”

Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect issuances of PIK Notes, exchanges and redemptions.  Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.08 hereof.

The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream (or, in each case, the equivalent documents setting forth the procedures of Euroclear and Clearstream) shall be applicable to the transfer of beneficial interests in the Regulation S Global Note that are held by the Agent Members through Euroclear or Clearstream.

Except as set forth in Section 2.08 hereof, the Global Notes may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Agent Members shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as custodian for the Depositary or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the

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Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Note.

SECTION 2.02FORM OF FACE OF NOTE

[If the Note is a Global Note, then insert—THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

[If the Note is a Global Note and DTC is to be the Depositary therefor, then insert—UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[If the Note is a Restricted Note, then insert—THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.]

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[If the Note is a Regulation S Note, then insert—THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S.  PERSON, EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS.  TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.]

The following information is provided pursuant to Treas. Reg. Section 1.1275-3:

This debt instrument is issued at original issue discount.

Gerald McAllister (610) 640-5903, as representative of the Company, will make available on request to holder(s) of this debt instrument the following information:  issue price, amount of original issue discount, issue date and yield to maturity.

16% SENIOR NOTES DUE 2012

	CUSIP
No.
	$

DFG HOLDINGS, INC.

promises to pay to

or registered assigns,

the principal sum of

                   Dollars on May 15, 2012.

Interest Payment Dates: May 15 and November 15

Record Dates: May 1 and November 1

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IN WITNESS WHEREOF, DFG HOLDINGS, INC. has caused this instrument to be signed manually or by facsimile by its duly authorized officer.

Dated:
	DFG HOLDINGS, INC.
	By:
		Name:
		Title:
This is one of the Notes referred to in the within-mentioned Indenture:
U.S. BANK NATIONAL ASSOCIATION
as Trustee
By:

22

SECTION 2.03FORM OF REVERSE OF NOTE

(1)INTEREST.  DFG Holdings, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 16% per annum from               until maturity and shall pay the Liquidated Damages payable pursuant to Section 2(c) of the Registration Rights Agreement referred to below.  The Company will pay interest and Liquidated Damages semi-annually in arrears on May 15 and November 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”).  Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be              .  On any Interest Payment Date on or prior to November 15, 2008 (each, an “Interest Accrual Date”), the Company, at its option, shall have the right to pay all or a portion of interest payable on this Note for the period ended on such Interest Accrual Date through the issuance of additional 16% Senior Notes Due 2012 (the “PIK Notes”), each dated the date of the issuance thereof, with a principal amount equal to the amount of interest so paid (“PIK Payment”).  If a default in the payment when due of interest on, principal of, or premium, if any, on this Note or if an Event of Default has occurred and is continuing, then in each case the principal amount of this Note will accrue interest (“Default Interest”) at 2% per annum plus the stated interest rate on this Note until such time as no such default or such Event of Default shall be continuing (to the extent that the payment of such interest shall be legally enforceable).  Default Interest on principal shall be payable in cash on demand.  Any Default Interest on principal that is not paid on demand shall bear interest (which shall also be payable in cash on demand) at 2% per annum plus the stated interest rate on this Note (to the extent that the payment of such interest is legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment.  Interest will be computed on the basis of a 360-day year of twelve 30-day months.

(2)METHOD OF PAYMENT.  The Company will pay interest on the Notes (except defaulted interest) and Liquidated Damages, if any, to the Persons who are registered Holders of Notes at the close of business on May 1 or November 1 next preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.14 of the Indenture with respect to defaulted interest.  The Notes will be payable as to principal, premium, if any, interest (except interest to be paid by PIK Payments) and Liquidated Damages, if any, at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, by check mailed to the Holders at their addresses set forth in the register of Holders; provided that all payments with respect to Global Notes the Holders of which have given wire transfer instructions to the Company will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.  If on any Interest Accrual Date the Company has elected to make a PIK Payment, the applicable installment of interest shall be considered paid on the date it is due if the Trustee or Paying Agent holds on that date any combination of money in immediately available funds and fully issued and authenticated PIK Notes in a combined aggregate amount equal to the amount of the installment of interest that is due and payable on such Interest Payment Date.  The Company shall pay all Liquidated Damages, if any, in the manner, on the dates and in the amounts set forth in the Registration Rights Agreement.

(3)PAYING AGENT AND REGISTRAR.   Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar.  The Company may change any Paying

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Agent or Registrar without notice to any Holder.  The Company or any of its Subsidiaries may act in any such capacity.

(4)INDENTURE.  This Note is one of a duly authorized issue of Notes of the Company designated as 16% Senior Notes due 2012 limited (except as provided in the Indenture referred to below) in aggregate principal amount to the sum of (x) $49,351,422 and (y) the aggregate principal amount of PIK Notes issued as PIK Payments after the Closing Date and prior to the date of calculation.  The Company issued the Notes under an Indenture dated as of November 13, 2003 (the “Indenture”) between the Company and the Trustee.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C.  §§ 77aaa-77bbbb).  The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.  All capitalized terms which are defined in the Indenture and used in this Note without other definition shall have the meanings assigned to them in the Indenture.

(5)OPTIONAL REDEMPTION.  The Notes will be subject to redemption at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days’ prior written notice, at the redemption prices (expressed as percentages of the sum (the “Current Accretion Amount”) of (x) the principal amount being redeemed plus (y) all accrued and unpaid interest to the redemption date that is permitted to be paid through the issuance of the PIK Notes on the next succeeding Interest Payment Date (such principal amount and accrued interest to be computed for actual days elapsed to the redemption date)), if redeemed during the twelve-month period beginning January 1 of the years indicated below:

YEAR	PERCENTAGE
From the Closing Date through December 31, 2004	112.500	%
2005	110.000	%
2006	107.500	%
2007	105.000	%
2008	102.500	%
2009 and thereafter	100.000	%

, together in the case of any such redemption with accrued and unpaid interest that is required to be paid in cash on the next succeeding Interest Payment Date (such accrued interest to be computed for actual days elapsed to the redemption date) and Liquidated Damages, if any, thereon to the applicable redemption date.

(6)MANDATORY REDEMPTION; OFFERS TO PURCHASE; OPEN MARKET PURCHASES.  Except as set forth in paragraph 7 below, the Company shall not be required to make mandatory redemption or sinking fund payments or offers to purchase with respect to the Notes.  The Company may at any time and from time to time purchase Notes in the open market or otherwise.

(7)REPURCHASE AT OPTION OF HOLDER.  Upon the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or a multiple thereof) of each Holder’s Notes at an offer price in cash equal to 101% of the Current Accretion Amount thereof, plus accrued and unpaid interest that is required to be paid in cash on the next Interest Payment Date and Liquidated Damages, if any, thereon to the Change of Control Payment Date (the “Change of Control Payment”).  Within 25 days following any Change of Control, the Company shall mail a notice to each Holder with a copy to the Trustee setting forth the procedures governing the Change of Control Offer as required by Section 5.14 of the Indenture.

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When the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall make an Asset Sale Offer pursuant to Section 3.10 of the Indenture to all Holders and all holders of Subordinated Notes to purchase the maximum principal amount of Notes and Subordinated Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in Section 3.10 of the Indenture and the Subordinated Note Documents.  To the extent that the aggregate amount of Notes and Subordinated Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes.  If the aggregate principal amount of Notes and Subordinated Notes surrendered by Holders and holders of Subordinated Notes, respectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Subordinated Notes to be purchased on a pro rata basis.  Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero.  Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase.”

If the aggregate amount which would be includible in gross income for federal income tax purposes with respect to the Notes before any Interest Payment Date occurring after the fifth (5^th) anniversary of the Closing Date (the “Aggregate Inclusion”) exceeds an amount equal to the sum of (x) the aggregate amount of interest paid in cash under the Notes before such Interest Payment Date and (y) the product of the issue price of all of the Notes (as determined under United States Treasury Regulation Section 1.1273-2(a)) multiplied by 16.51% (the sum of (x) and (y), the “Adjusted Actual Payment”), the Company shall, on such Interest Payment Date, make a mandatory redemption (any such redemption a “Special Mandatory Redemption”) on the Notes, with the premium calculated in accordance with Paragraph 5 of the reverse of this Note, to the extent that the Aggregate Inclusion exceeds the Adjusted Actual Payment.

(8)NOTICE OF REDEMPTION.   Notice of redemption shall be mailed by first class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address.  Notes in denominations larger than $1,000 may be redeemed in part but only in multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed.   Notices of redemption may not be conditional.  On and after the redemption date, unless the Company defaults in the payment of the redemption price, interest and Liquidated Damages, if any, will cease to accrue on the principal amount of the Notes or portions of them called for redemption.

(9)DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered form without coupons in minimum denominations of $1,000, except that PIK Notes may be issued in smaller denominations.  The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  The Company is not required to transfer or exchange any Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.   Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

(10)PERSONS DEEMED OWNERS.  The registered Holder of a Note may be treated as its owner for all purposes.

(11)AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, and any existing default or

25

compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes.  Without the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s obligations to Holders in the case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder or to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act.

(12)DEFAULTS AND REMEDIES.  Events of Default include: (i) default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, the Notes; (ii) default in payment when due of the principal of, or premium, if any, on, the Notes; (iii) failure by the Company to comply with the provisions of Sections 3.10, 5.07 through 5.12 inclusive, 5.14 through 5.17, inclusive, or Article 6 of the Indenture; (iv) failure to observe or perform any other covenant or agreement of the Company under the Indenture, the Notes or other Transaction Documents continued for 30 days after written notice to the Company by the Trustee or any Holder; (v) material breach of representations and warranties contained in the Transaction Documents; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Subsidiaries (or the payment of which is Guaranteed by the Company or any of its Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of the Indenture, which default (A) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness on or prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or (B) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $5.0 million or more; (vii) failure by the Company or any of its Subsidiaries to pay final judgments or arbitration awards which are non-appealable aggregating in excess of $5.0 million, which judgments and arbitration awards are not paid, discharged or stayed for a period of 60 days; and (viii) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary.

If any Event of Default occurs and is continuing, the Trustee or the Holders of (a) more than 50% in principal amount of the Notes at the time outstanding until the earlier of (i) the Exchange Offer having been consummated by the Company or (ii) a registration statement permitting the resales of the Notes having been declared effective by the SEC and (b) thereafter, 25% or more in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.  Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice.  Holders may not enforce the Indenture or the Notes except as provided in the Indenture.  Subject to certain limitations, Holders of at least a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, interest or Liquidated Damages, if any) if it determines that withholding notice is in their interest.

The Holders of at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except (a) a continuing Default or Event of Default in

26

the payment of principal, premium, if any, interest or Liquidated Damages, if any on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration) or (b) in respect of a covenant or provision hereof which under Section 10.02 cannot be modified or amended without the consent of the Holder of each outstanding Note.

The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

(13)TRUSTEE DEALINGS WITH COMPANY.  The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise.  The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

(14)NO RECOURSE AGAINST OTHERS.  No director, officer, employee, incorporator or stockholder of the Company, as such, shall have any liability for any obligations of the Company under the Notes, the Indenture or the Registration Rights Agreement for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder 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.

(15)AUTHENTICATION.  This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(16)ABBREVIATIONS.  Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(17)ADDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED SECURITIES.  In addition to the rights provided to Holders under the Indenture, Holders of Transferred Restricted Securities (as defined in the Registration Rights Agreement) shall have all the rights set forth in the Registration Rights Agreement.

(18)CUSIP NUMBERS.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement.  Requests may be made to:

DFG HOLDINGS, INC.

1436 Lancaster Avenue

Berwyn, Pennsylvania 19312

27

Attention:  Chief Financial Officer

28

ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to

(Insert assignee’s soc.  sec.  or tax I.D.  no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                         to transfer this Note on the books of the Company.  The agent may substitute another to act for him.

Date:
	Your Signature:
	(Sign exactly as your name appears on the face of this Note)
	Signature Guarantee:*

*Participant in Recognized Signature Medallion Program (or other signature guarantor acceptable to Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 3.10 or 5.14 of the Indenture, check the box below:

o Section 3.10 o Section 5.14

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 3.10 or Section 5.14 of the Indenture, state the amount you elect to have purchased: $          

Date:	Your Signature:
	(Sign exactly as your name appears on this Note)
	Tax Identification No.:
	Signature Guarantee:*

*Participant in Recognized signature Medallion Program (or other signature guarantor acceptable to Trustee).

30

[If the note is a Global Note, then insert—SCHEDULE OF EXCHANGES FOR CERTIFICATED NOTE OR ANOTHER GLOBAL NOTE

The following exchanges of a part of this Global Note for certificated Notes or another Global Note have been made:

Date of
Exchange Amount of decrease
in Principal Amount
of this Global Note Amount of increase
in Principal Amount
of this Global Note Principal Amount of
this Global Note
following such
decrease (or increase) Signature of
authorized officers
of Trustee or Note
Custodian]

SECTION 2.04EXECUTION AND AUTHENTICATION.

The Notes shall be executed on behalf of the Company by one of its Officers.  The signature of any Officer on the Notes may be manual or facsimile.

Notes bearing the manual or facsimile signature of an individual who was at any time an Officer of the Company shall bind the Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes.

A Note shall not be valid until authenticated by the manual signature of the Trustee.  The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company Order shall authenticate and deliver such Notes as in this Indenture provided and not otherwise.  The Company Order shall specify the amount of Notes to be authenticated, the date on which the Notes shall be authenticated and the aggregate principal amount of Notes outstanding on the date of authentication.  The aggregate principal amount of Notes outstanding at any time may not exceed the sum of (x) $49,351,422 and (y) the aggregate amount of PIK Notes issued from time to time after the Closing Date equal to the aggregate amount of PIK Payments theretofore made, except as provided in Section 2.09.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes.  An authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company.

Each Note shall be dated the date of its authentication.  The Senior Notes shall be originally dated and authenticated as of November 13, 2003.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

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SECTION 2.05REGISTRAR AND PAYING AGENT.

The Company shall maintain an office or agency where the Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where the Notes may be presented for payment (“Paying Agent”).  The Registrar shall keep a register of the Notes (the “Notes Register”) and of their transfer and exchange.  Such Notes Register shall distinguish between Senior Notes and Exchange Senior Notes.  The Company may appoint one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.  The Company may change any Paying Agent or Registrar withoutnotice to any Holder.  The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture.  If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such.  The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

The Company initially appoints DTC to act as Depositary with respect to the Global Notes.

The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Note Custodian with respect to the Global Notes.

SECTION 2.06PAYING AGENT TO HOLD MONEY IN TRUST.

The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, interest or Liquidated Damages, if any, on the Notes, and will promptly notify the Trustee of any default by the Company in making any such payment.  While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.  The Company at any time may require a Paying Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money.  If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.  Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.07HOLDER LISTS.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require, of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA § 312(a).

SECTION 2.08REGISTRATION; TRANSFER AND EXCHANGE GENERALLY; CERTAIN TRANSFERS AND EXCHANGES; SECURITIES ACT LEGENDS.

(a)Transfer and Exchange of Global Notes.  The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture and the Applicable Procedures, which shall include restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act.  Beneficial interests in a Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Global Note in accordance with the transfer restrictions set forth in the Note.  Transfers of beneficial interests in

32

the Global Notes to Persons required to take delivery thereof in the form of an interest in another Global Note shall be permitted as follows:

(i)Restricted Global Note to Regulation S Global Note.  If the owner of a beneficial interest in the Restricted Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer may be effected only in accordance with the provisions of this subsection (a)(i) and subsection (a)(v) below and subject to the Applicable Procedures.  Upon receipt by the Trustee, as Registrar, of (A) an order given by the Depositary or its authorized representative directing that a beneficial interest in the Regulation S Global Note in a specified principal amount be credited to a specified Agent Member’s account and that a beneficial interest in the Restricted Global Note in an equal principal amount be debited from another specified Agent Member’s account and (B) a Regulation S Certificate, in the form of Exhibit A hereto, duly executed by the owner of such beneficial interest in the Restricted Global Note or his attorney duly authorized in writing, the Trustee, as Registrar but subject to subsection (a)(v) below, shall reduce the principal amount of the Restricted Global Note and increase the principal amount of the Regulation S Global Note by such specified principal amount.

(ii)Regulation S Global Note to Restricted Global Note.  If the owner of a beneficial interest in the Regulation S Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this subsection (a)(ii) and subject to the Applicable Procedures.  Upon receipt by the Trustee, as Registrar, of (A) an order given by the Depositary or its authorized representative directing that a beneficial interest in the Restricted Global Note in a specified principal amount be credited to a specified Agent Member’s account and that a beneficial interest in the Regulation S Global Note in an equal principal amount be debited from another specified Agent Member’s account and (B) if such transfer is to occur during the Restricted Period, a Restricted Notes Certificate, in the form of Exhibit B hereto, duly executed by the owner of such beneficial interest in the Regulation S Global Note or his attorney duly authorized in writing, the Trustee, as Registrar, shall reduce the principal amount of the Regulation S Global Note and increase the principal amount of the Restricted Global Note by such specified principal amount.

(iii)Restricted Non-Global Note to Restricted Global Note or Regulation S Global Note.  If the Holder of a Restricted Note (other than a Global Note) wishes at any time to transfer all or any portion of such Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note or the Regulation S Global Note, such transfer may be effected only in accordance with the provisions of this subsection (a)(iii) and subsection (a)(v) below and subject to the Applicable Procedures.  Upon receipt by the Trustee, as Registrar, of (A) such Note and instructions satisfactory to the Trustee directing that a beneficial interest in the Restricted Global Note or Regulation S Global Note in a specified principal amount not greater than the principal amount of such Note be credited to a specified Agent Member’s account and (B) a Restricted Notes Certificate, if the specified account is to be credited with a beneficial interest in the Restricted Global Note, or a Regulation S Certificate, if the specified account is to be credited with a beneficial interest in the Regulation S Global Note, in either case satisfactory to the Trustee and duly executed by such Holder or his attorney duly authorized in writing, the Trustee, as Registrar, but subject to subsection (a)(v) below, shall cancel such Note (and issue a new Note in respect of any untransferred portion thereof) and increase the principal amount of the Restricted Global Note or the Regulation S Global Note, as the case may be, by the specified principal amount.

(iv)Regulation S Non-Global Note to Restricted Global Note or Regulation S Global Note.  If the Holder of a Regulation S Note (other than a Global Note) wishes at any time to transfer all or any portion of such Note to a Person who wishes to take delivery thereof in the form of a

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beneficial interest in the Restricted Global Note or the Regulation S Global Note, such transfer may be effected only in accordance with this subsection (a)(iv) and subsection (a)(v) below and subject to the Applicable Procedures.  Upon receipt by the Trustee, as Registrar, of (A) such Note and instructions satisfactory to the Trustee directing that a beneficial interest in the Restricted Global Note or Regulation S Global Note in a specified principal amount not greater than the principal amount of such Note be credited to a specified Agent Member’s account and (B) if the transfer is to occur during the Restricted Period and the specified account is to be credited with a beneficial interest in the Restricted Global Note, a Restricted Notes Certificate, duly executed by such Holder or his attorney duly authorized in writing, the Trustee, as Registrar, but subject to subsection (a)(v) below, shall cancel such Note (and issue a new Note in respect of any untransferred portion thereof) and increase the principal amount of the Restricted Global Note or the Regulation S Global Note, as the case may be, by the specified principal amount.

(v)Regulation S Global Note to be Held Through Euroclear or Clearstream during Restricted Period.  The Company shall use its best efforts to cause the Depositary to ensure that, until the expiration of the Restricted Period, beneficial interests in the Regulation S Global Note may be held only in or through accounts maintained at the Depositary by Euroclear or Clearstream (or by Agent Members acting for the account thereof), and no person shall be entitled to effect any transfer or exchange that would result in any such interest being held otherwise than in or through such an account; provided that this subsection (a)(v) shall not prohibit any transfer or exchange of such an interest in accordance with subsection (a)(ii) above or (c) below.

(b)Transfer and Exchange of Certificated Notes.  When certificated Notes are presented by a Holder to the Registrar with a request:

(x)to register the transfer of the certificated Notes; or

(y)to exchange such certificated Notes for an equal principal amount of certificated Notes of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested; provided, however, that the certificated Notes presented or surrendered for register of transfer or exchange:

(i)shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney, duly authorized in writing; and

(ii)if the Note is to be transferred in whole or in part and is a Restricted Note, or is a Regulation S Note and the transfer is to occur during the Restricted Period, then the Trustee shall have received (A) a Restricted Notes Certificate, duly executed by the transferor Holder or his attorney duly authorized in writing, in which case the transferee Holder shall take delivery in the form of a Restricted Note, or (B) a Regulation S Certificate, satisfactory to the Trustee and duly executed by the transferor Holder or his attorney duly authorized in writing, in which case the transferee Holder shall take delivery in the form of a Regulation S Note (subject in each case to Section 2.08(f)).

(c)Transfer of a Beneficial Interest in a Restricted Global Note or Regulation S Global Note for a Certificated Note.

(i)Any Person having a beneficial interest in a Restricted Global Note or Regulation S Global Note may upon request, subject to the Applicable Procedures, exchange such beneficial interest for a certificated Note.  Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depositary (or Euroclear or Clearstream, if applicable),

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from the Depositary or its nominee on behalf of any Person having a beneficial interest in a Restricted Global Note or Regulation S Global Note; provided, that if such interest is a beneficial interest in the Restricted Global Note, or if such interest is a beneficial interest in the Regulation S Global Note and such exchange is to occur during the Restricted Period, then such interest shall be exchanged for a Restricted Note (subject in each case to Section 2.08(f));

(ii)in which case the Trustee or the Note Custodian, at the direction of the Trustee, shall, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, cause the aggregate principal amount of Restricted Global Note or Regulation S Global Note, as applicable, to be reduced accordingly and, following such reduction, the Company shall execute and, the Trustee shall authenticate and deliver to the transferee a certificated Note in the appropriate principal amount.

(iii)Certificated Notes issued in exchange for a beneficial interest in a Restricted Global Note or Regulation S Global Note, as applicable, pursuant to this subsection (c) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its Agent Members or otherwise, shall instruct the Trustee.  The Trustee shall deliver such certificated Notes to the Persons in whose names such Notes are so registered.  Following any such issuance of certificated Notes, the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Global Note to reflect the transfer.

(d)Restrictions on Transfer and Exchange of Global Notes.  Notwithstanding any other provision of this Indenture (other than the provisions set forth in subsection (e) of this Section 2.08), a Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

(e)Authentication of Certificated Notes in Absence of Depositary.  If at any time:

(i)the Depositary (a) notifies the Company that the Depositary is unwilling or unable to continue as Depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary for the Global Notes is not appointed by the Company within 90 days thereafter;

(ii)the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of certificated Notes under this Indenture; or

(iii)there has occurred and is continuing a Default or Event of Default with respect to the Notes, then the Company shall execute, and the Trustee shall, upon receipt of an authentication order in accordance with Section 2.04 hereof, authenticate and deliver, certificated Notes in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes.

(f)Securities Act Legends.  Rule 144A Notes and their Successor Notes shall bear a Restricted Notes Legend, and Initial Regulation S Notes and their Successor Notes shall bear a Regulation S Legend, subject to the following:

(i)subject to the following subsections of this Section 2.08(f), a Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Note or any portion thereof shall bear the Securities Act Legend borne by such Global Note while represented thereby;

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(ii)subject to the following subsections of this Section 2.08(f), a new Note which is not a Global Note and is issued in exchange for another Note (including a Global Note) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Note; provided, that if such new Note is required pursuant to Section 2.08(b) or (c) to be issued in the form of a Restricted Note, it shall bear a Restricted Notes Legend and, if such new Note is so required to be issued in the form of a Regulation S Note, it shall bear a Regulation S Legend;

(iii)Registered Notes shall not bear a Securities Act Legend;

(iv)at any time after the Notes may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Note (other than a Global Note) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Notes Certificate, in the form of Exhibit C hereto, duly executed by the Holder of such legended Note or his attorney duly authorized in writing, and after such date and receipt of such certificate, at the direction of the Company, the Trustee shall authenticate and deliver such a new Note in exchange for or in lieu of such other Note;

(v)a new Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Note (other than a Global Note) or any portion thereof which bears such a legend if, in the Company’s judgment, placing such a legend upon such new Note is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the Company, shall authenticate and deliver such a new Note; and

(vi)notwithstanding the foregoing provisions of this Section 2.08(f), a Successor Note of a Note that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Note is a “restricted note” within the meaning of Rule 144, in which case the Trustee, at the direction of the Company, shall authenticate and deliver a new Note bearing a Restricted Notes Legend in exchange for such Successor Note.

(g)Cancellation and/or Adjustment of Global Notes.  At such time as all beneficial interests in the Global Notes have been exchanged for certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.13 hereof.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for certificated Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or the Notes Custodian, at the direction of the Trustee, to reflect such reduction.

(h)General Provisions Relating to Transfers and Exchanges.

(i)To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate certificated Notes and Global Notes at the Registrar’s request.

(ii)No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.12, 3.06, 3.10, 5.14 and 10.05 hereto).

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(iii)All certificated Notes and Global Notes issued upon any registration of transfer or exchange of certificated Notes or Global Notes shall be the valid obligations of the Company, evidencing the same debt (except for the differences between the Exchange Senior Notes and the Senior Notes provided for herein) and entitled to the same benefits under this Indenture, as the certificated Notes or Global Notes surrendered upon such registration of transfer or exchange.

(iv)The Company shall not be required:

(A)to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;

(B)to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

(C)to register the transfer of or to exchange any Note between a record date and the immediately following interest payment date.

(v)Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, interest and Liquidated Damages, if any, on such Notes, and neither the Trustee, any Agent nor the Company shall be affected by notice to the contrary.

(vi)The Trustee shall authenticate certificated Notes and Global Notes in accordance with the provisions of Section 2.04 hereof.

(vii)The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(viii)Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary.

SECTION 2.09  REPLACEMENT NOTES.

If any mutilated Note is surrendered to the Trustee, or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon the written order of the Company signed by two Officers of the Company, shall authenticate a replacement Note if the Trustee’s requirements are met.  If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced.  The Company may charge for its expenses in replacing a Note.

Every replacement Note is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

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SECTION 2.10  OUTSTANDING NOTES.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding.  Except as set forth in Section 2.11 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.

If a Note is replaced pursuant to Section 2.09 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 5.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

SECTION 2.11  TREASURY NOTES.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company (excluding any Purchasers), shall be considered as though not outstanding, except that, for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned shall be so disregarded.

SECTION 2.12  TEMPORARY NOTES.

Until certificated Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes upon a written order of the Company signed by two Officers of the Company.  Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee.  Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate certificated Notes in exchange for temporary Notes.

Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

SECTION 2.13  CANCELLATION.

The Company at any time may deliver Notes to the Trustee for cancellation.  The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.  The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act).  Certification of the destruction of all cancelled Notes shall be delivered to the Company.  The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

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SECTION 2.14  DEFAULTED INTEREST.

If the Company defaults in a payment of interest (including Default Interest, if any, and Liquidated Damages, if any) on the Notes, it shall pay the defaulted interest in cash (including Default Interest, if any, and Liquidated Damages, if any) in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest (including Default Interest, if any, and Liquidated Damages, if any), to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Sections 5.01 and 7.03 hereof.  The Company shall notify the Trustee in writing of the amount of defaulted interest (including Default Interest, if any, and Liquidated Damages, if any) proposed to be paid on each Note and the date of the proposed payment.  The Company shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest.  At least 15 days before the special record date, the Company (or,upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

ARTICLE 3
REDEMPTION AND PREPAYMENT

SECTION 3.01  NOTICES TO TRUSTEE.

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof or if the Company is obligated to effect a Special Mandatory Redemption pursuant to Section 3.09(a) hereof, in each such case, it shall furnish to the Trustee, at least 45 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth (i) the subsection of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price.  The Trustee shall not be required to perform any calculations in connection with any Special Mandatory Redemption and shall be entitled to rely exclusively on the written notice delivered to the Trustee by the Company.

SECTION 3.02  SELECTION OF NOTES TO BE REDEEMED.

If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption shall be made by the Trustee on a pro rata basis and in any event in compliance with the requirements of the principal national securities exchange, if any, on which the Notes may be listed; provided that no Notes of $1,000 or less shall be redeemed in part.

The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed.  Notes and portions of Notes selected shall be in amounts of $1,000 or multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed.  A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note.  On and after the redemption date, unless the Company defaults in the payment of the redemption price, interest and Liquidated Damages, if any, will cease to accrue on the principal amount of the Notes or portions of them called for redemption.  Except as provided in this Section 3.02, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

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SECTION 3.03  NOTICE OF REDEMPTION.

Subject to the provisions of Section 3.10 hereof, at least 30 but not more than 60 days before the redemption date, the Company shall mail or caused to be mailed, by first class mail, a notice of redemption to each Holder of Notes whose Notes are to be redeemed at its registered address.

The notice shall identify the Notes to be redeemed and shall state:

(a)the redemption date;

(b)the redemption price;

(c)if any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

(d)the name and address of the Paying Agent;

(e)that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f)that, unless the Company defaults in making such redemption payment, interest and Liquidated Damages, if any, on Notes called for redemption ceases to accrue on and after the redemption date;

(g)the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(h)the CUSIP number; provided that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

SECTION 3.04  EFFECT OF NOTICE OF REDEMPTION.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price.  A notice of redemption may not be conditional.

SECTION 3.05  DEPOSIT OF REDEMPTION PRICE.

One Business Day prior to the redemption date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of, Liquidated Damages, if any, and accrued interest on all Notes to be redeemed on that date.  The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, Liquidated Damages, if any, and accrued interest on all Notes to be redeemed.

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If the Company complies with the provisions of the preceding paragraph, on and after the redemption date, interest and Liquidated Damages, if any, shall cease to accrue on the Notes or the portions of Notes called for redemption.  If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date.  If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Sections 5.01 and 7.03 hereof.

SECTION 3.06  NOTES REDEEMED IN PART.

Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon the Company’s written request, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

SECTION 3.07  OPTIONAL REDEMPTION.

The Company shall not have the option to redeem the Notes prior to November 13, 2003.  Thereafter, the Notes will be subject to redemption at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days’ prior written notice, at the redemption prices (expressed as percentages of the sum (the “Current Accretion Amount”) of (x) the principal amount being redeemed plus (y) all accrued and unpaid interest to the redemption date that is permitted to be paid through the issuance of the PIK Notes on the next succeeding Interest Payment Date (such principal amount and accrued interest to be computed for actual days elapsed to the redemption date)) if redeemed during the twelve-month period beginning on January 1 of the years indicated below:

YEAR	PERCENTAGE
From the Closing Date through December 31, 2004	112.500	%
2005	110.000	%
2006	107.500	%
2007	105.000	%
2008	102.500	%
2009 and thereafter	100.000	%

, together in the case of any such redemption with accrued and unpaid interest that is required to be paid in cash on the next succeeding Interest Payment Date (such accrued interest to be computed for actual days elapsed to the redemption date) and Liquidated Damages, if any, thereon to the applicable redemption date.

SECTION 3.08  APPLICATION OF REDEMPTION PAYMENTS.

The Company may not deliver a notice of redemption pursuant to Section 3.03 unless, concurrently therewith, a similar notice of redemption is delivered to the holders of the Subordinated Notes calling for a redemption of the same percentage of the Subordinated Notes as the notice of redemption delivered pursuant to Section 3.03.  Notwithstanding the foregoing, at any time at or prior to December 31, 2005, any Holder at its sole discretion may, with respect to any optional redemption, so long as any Subordinated Notes are then outstanding, elect by written notice provided to the Company and the Trustee at least five (5) Business Days prior to the relevant redemption date, not to have all or any amount of any such redemption applied to such Holder’s Notes, in which case the aggregate amount so declined shall be applied to the redemption of the Subordinated Notes; provided, however, that to the

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extent that the aggregate amount of Notes so declined by the Holders exceeds the aggregate principal amount of the Subordinated Notes (after giving effect to such optional redemption), the amount of such excess shall be allocated between the declining Holders of the Notes pro rata based on the aggregate amount declined by each such Holder, and such amount as so applied shall be used to redeem Notes.

SECTION 3.09  MANDATORY REDEMPTION; OFFERS TO PURCHASE; OPEN MARKET PURCHASES.

(a)If the aggregate amount which would be includible in gross income for federal income tax purposes with respect to the Notes before any Interest Payment Date occurring after the fifth (5^th) anniversary of the Closing Date (the “Aggregate Inclusion”) exceeds an amount equal to the sum of (x) the aggregate amount of interest paid in cash under the Notes before such Interest Payment Date and (y) the product of the issue price of all of the Notes (as determined under United States Treasury Regulation Section 1.1273-2(a)) multiplied by 16.51% (the sum of (x) and (y), the “Adjusted Actual Payment”), the Company shall, on such Interest Payment Date, make a mandatory redemption (any such redemption a “Special Mandatory Redemption”) on the Notes, with the premium calculated in accordance with Paragraph 5 of the reverse of this Note, to the extent that the Aggregate Inclusion exceeds the Adjusted Actual Payment.

(b)Except as set forth in Sections 3.09(a), 3.10 and 5.14 hereof, the Company shall not be required to make mandatory redemption or sinking fund payments or offers to purchase with respect to the Notes.  The Company may at any time and from time to time purchase Notes in the open market or otherwise.

SECTION 3.10  OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

In the event that, pursuant to Section 5.10 hereof, the Company shall be required to commence an offer to all Holders of Notes and all holders of Subordinated Notes to purchase Notes and Subordinated Notes (an “Asset Sale Offer”), it shall follow the procedures specified in this Section 3.10.

The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”).  No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes and Subordinated Notes required to be purchased pursuant to Section 5.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes and Subordinated Notes tendered in response to the Asset Sale Offer.  Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

If the Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes tendered and purchased pursuant to the Asset Sale Offer.

Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee.  The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer.  The Asset Sale Offer shall be made to all Holders.  The notice, which shall govern the terms of the Asset Sale Offer, shall state:

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(a)that the Asset Sale Offer is being made pursuant to this Section 3.10 and Section 5.10 hereof to Holders of Notes and holders of Subordinated Notes and the length of time the Asset Sale Offer shall remain open;

(b)the Offer Amount, the purchase price and the Purchase Date;

(c)that any Note not tendered or accepted for payment shall continue to accrue interest and Liquidated Damages, if any;

(d)that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest and Liquidated Damages, if any, after the Purchase Date;

(e)that Holders electing to have any Notes purchased pursuant to any Asset Sale Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent or the Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Purchase Date;

(f)that Holders shall be entitled to withdraw their election if the Paying Agent or the Depositary, as applicable, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Note purchased;

(g)that, if the aggregate principal amount of Notes surrendered by Holders and Subordinated Notes surrendered by holders thereof collectively exceeds the Offer Amount, the Company shall select the Notes and Subordinated Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes and Subordinated Notes in denominations of $1,000, or multiples thereof, shall be purchased); and

(h)that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes and Subordinated Notes or portions thereof tendered pursuant to the Asset Sale Offer, or, if less than the Offer Amount has been tendered, all Notes and Subordinated Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.10.  The Paying Agent shall promptly (but in any case not later than five Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount received from the Company equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company shall authenticate and mail (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered.  Any Note not so accepted shall be promptly mailed (or caused to be transferred by book-entry) by the Company to the Holder thereof.  The Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date.

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Other than as specifically provided in this Section 3.10, any purchase pursuant to this Section 3.10 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

ARTICLE 4
SATISFACTION AND DISCHARGE

SECTION 4.01  SATISFACTION AND DISCHARGE.

This Indenture shall cease to be of further effect (except Sections 2.06, 2.08, 2.09, 3.07, 5.01, 8.01, 8.02 and 8.07), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when:

(1)either:

(a)the Company will have paid or will have caused to be paid the principal of, premium, if any, interest and Liquidated Damages, if any, as and when the same shall have become due and payable;

(b)all outstanding Notes (other than Notes which have been lost, stolen or destroyed and which have been replaced or paid as provided in Section 2.09) have been delivered to the Trustee for cancellation; or

(c)an irrevocable notice of redemption has been delivered in accordance with Section 3.03 with respect to all outstanding Notes and the Company has made an irrevocable deposit with the Trustee, in trust, of cash in U.S.  dollars, non-callable U.S.  Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent certified public accountants, to pay the principal of, premium, if any, interest and Liquidated Damages, if any, on the outstanding Notes on the applicable redemption date;

(2)the Company has paid or caused to be paid all other sums payable hereunder by the Company; and

(3)the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture pursuant to this Article Four, the obligations of the Company to the Trustee under Section 8.07 and, if money shall have been deposited with the Trustee pursuant to subsection (c) of subsection (1) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 9.05 shall survive.

SECTION 4.02  APPLICATION OF TRUST MONEY.

Subject to the provisions of the last paragraph of Section 9.05, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest (including any Liquidated Damages) for whose payment such money has been deposited with the Trustee.

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ARTICLE 5
COVENANTS

SECTION 5.01  PAYMENT OF NOTES.

The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes.  Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m.  Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.  If on any Interest Accrual Date the Company has elected to make a PIK Payment, the applicable installment of interest shall be considered paid on the date it is due if the Trustee or Paying Agent holds on that date any combination of money in immediately available funds and fully issued and authenticated PIK Notes in a combined aggregate amount equal to the amount of the installment of interest that is due and payable on such Interest Accrual Date.  The Company shall pay all Liquidated Damages, if any, in the manner, on the dates and in the amounts set forth in the Registration Rights Agreement.

The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 2% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages (without regard to any applicable grace period) at the same rate to the extent lawful.

SECTION 5.02  MAINTENANCE OF OFFICE OR AGENCY.

The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served.  The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes.  The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee one such office or agency of the Company.

SECTION 5.03  REPORTS.

Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC (to the extent the SEC will accept such filings) and provide the Trustee and the Holders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S.  corporation subject to such Sections, such annual reports and such information, documents and

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other reports to be so filed and provided at the times specified for the filing thereof under such Sections.  In addition, the Company will furnish to the Holders and to prospective investors, upon request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates as provided in Section 5.04).

SECTION 5.04  COMPLIANCE CERTIFICATE.

(a)The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, Liquidated Damages or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

(b)So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 5.03 above shall be accompanied by a written statement of the Company’s independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article Five or Article Six hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.

(c)The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

SECTION 5.05  TAXES.

(a)The Company shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges levied or imposed upon the Company or any of its Subsidiaries or upon the income, profits or property of the Company or any of its Subsidiaries and (ii) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or any of its Subsidiaries; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax,

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assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings; provided, that appropriate reserves therefor are established in the Company’s consolidated financial statements in accordance with GAAP.

(b)The Company and Tax Subsidiaries shall timely file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Company for taxable years ending after the Closing Date and shall pay any Taxes due in respect of such Tax Returns.

(c)The Company shall be liable for all transfer taxes arising from the issuance of the Notes.

(d)The obligations of the parties set forth in this Section 5.05 shall be unconditional and absolute and shall remain in effect until the expiration of the relevant statute of limitations.

SECTION 5.06  STAY, EXTENSION AND USURY LAWS.

The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

SECTION 5.07  RESTRICTED PAYMENTS.

The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, (a) declare or pay any dividend or make any other payment or distribution on account of the Company’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) of the Company or dividends or distributions payable to the Company or any Wholly Owned Subsidiary of the Company), (b) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent of the Company or other Affiliate of the Company, (c) make any principal payment on, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except at final maturity or (d) make any Restricted Investment (all such payments and other actions set forth in clauses (a) through (d) above being collectively referred to as “Restricted Payments”); provided, however, that the foregoing provisions shall not prohibit (i) any repurchase, redemption or other acquisition or retirement for value by the Company of any Equity Interests of the Company or any Subsidiary of the Company held by any member of the Company’s (or any of its Subsidiaries’) management pursuant to any management equity subscription agreement or stock option agreement; provided, that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $1.0 million in any twelve-month period plus the aggregate cash proceeds received by the Company or any Subsidiary during such twelve-month period from any reissuance of Equity Interests by the Company or any Subsidiary to members of management of the Company and its Subsidiaries plus any proceeds received during such 12-month period under key man insurance policies with respect to such members of management, (ii) regularly scheduled payments of interest on the Subordinated Notes and payment of principal of the Subordinated Notes at stated maturity thereof, in each case, as provided in the Subordinated Note Indenture, (iii) redemption of the Subordinated Notes in connection with the Change of Control Offer, the

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Asset Sale Offer and in accordance with Section 3.08 hereof and (iv) redemption or repurchase of the Holdings Note Shares and/or the Subscription Shares pursuant to the exercise of the Put Option.

SECTION 5.08  DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.

The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a)(i) pay dividends or make any other distributions to the Company or any of its Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits or (ii) pay any indebtedness owed to the Company or any of its Subsidiaries, (b) make loans or advances to the Company or any of its Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) Existing Indebtedness as in effect on the date of this Indenture, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof; provided, however, that such amendments, modifications, restatements, renewals, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the agreements governing such Indebtedness as in effect on the date of this Indenture, (ii) the Credit Agreement as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings (x) are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Credit Agreement as in effect on the date of this Indenture and (y) contain no restrictions on the ability of (I) DFG to pay dividends or make distributions in an amount sufficient to enable the Company to make payments of interest on the Notes as they become due in cash or (II) the Company to make such payments, (iii)(x) the DFG Senior Notes and the DFG Senior Notes Indenture as in effect on the date of this Indenture, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof; provided, however, that such amendments, modifications, restatements, renewals, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Indebtedness as in effect on the date of this Indenture, and (y) this Indenture, the Notes, the Subordinated Note Indenture and the Subordinated Notes, (iv) applicable law, (v) by reason of customary non-assignment provisions in leases, licenses and other agreements entered into in the ordinary course of business and consistent with past practices, (vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (vii) an agreement for the sale or other disposition of all or substantially all of the Equity Interests or assets of a Subsidiary of the Company otherwise permitted by this Indenture that restricts distributions or dispositions of assets by such Subsidiary pending the sale or disposition, (viii) provisions with respect to the disposition or distribution of funds or other property in partnership, joint venture and other similar agreements entered into in the ordinary course of business, (ix) Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of this Section 5.08 that limit the right of the Company or any of its Subsidiaries to dispose of the asset or assets subject to such Lien, (x) to the extent not permitted by the proviso to clause (i) above, Permitted Refinancing Indebtedness; provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (xi) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property

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or assets of the Person, so acquired, provided, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred.

SECTION 5.09  INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

(a)The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, Guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt) and the Company shall not issue any Disqualified Stock and shall not permit any of its Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and DFG may incur Indebtedness (including Acquired Debt), and the Guarantors may guarantee such Indebtedness of DFG, and the Company and DFG may issue shares of Disqualified Stock, if (i) the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued (in either case, the “Incurrence Date”) would have been at least 1.5 to 1 and (ii) the ratio (the “Debt Ratio”) of (A) the aggregate principal amount of consolidated Indebtedness of the Company and its Subsidiaries outstanding as of the date of the Company’s most recently ended fiscal quarter for which internal financial statements are available immediately preceding the Incurrence Date to (B) the Consolidated Cash Flow of the Company for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the Incurrence Date would have been less than 5.0 to 1; provided, however, that for the purposes of calculating the aggregate principal amount of consolidated Indebtedness of the Company and its Subsidiaries as of any date (i) the aggregate principal amount of the outstanding Notes as of such date shall be deemed to be the principal amount thereof as of such date and (ii) the aggregate principal amount of the Indebtedness outstanding under any revolving credit facility as of such date shall be deemed to be the daily average amounts outstanding thereunder during the three months ending on such date.  Each of the foregoing ratios shall be calculated on a pro forma basis giving effect to (i)(A) the incurrence of the Indebtedness or issuance of the Disqualified Stock giving rise to such calculation, (B) any other incurrence of Indebtedness (other than revolving credit borrowings) or issuance of Disqualified Stock subsequent to the commencement of the four-quarter reference period and (C) in each such case, the application of the net proceeds therefrom as if such incurrence, issuance and application had occurred at the beginning of the four-quarter reference period and (ii) any acquisitions that have been made by the Company or any of its Subsidiaries, including through mergers or consolidations and including any related financing transactions, during such four-quarter reference period or subsequent thereto and prior to the Calculation Date as if they occurred on the first day of such four-quarter reference period.  In addition, the Consolidated Cash Flow for any such four-quarter reference period shall be calculated (i) to include the Consolidated Cash Flow of the acquired entities (adjusted to include any expense or cost reductions for which pro forma treatment would be permitted under Article 11 of Regulation S-X promulgated under the Securities Act as of the date of this Indenture), (ii) without giving effect to clause (iii) of the proviso set forth in the definition of Consolidated Net Income and (iii) to exclude the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and to operations or businesses disposed of prior to the Calculation Date.  In calculating the Fixed Charges as of any Calculation Date, the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and to operations or businesses disposed of prior to the Calculation Date shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the referent Person or any of its Subsidiaries following the Calculation Date.

(b)The foregoing provisions shall not apply to (i) the incurrence by DFG (and Guarantees thereof by the Company and the Guarantors) of Indebtedness for working capital purposes and letters of credit pursuant to the Credit Agreement (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Subsidiaries

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thereunder) in an aggregate principal amount not to exceed as of any date of incurrence the lesser of (1) $55.0 million, minus the amount of any permanent reduction in the amount of borrowings permitted thereunder in accordance with the terms thereof, and (2) the amount of the Borrowing Base, (ii) the incurrence by DFG (and Guarantees thereof by the Company and the Guarantors) of the Indebtedness represented by (1) DFG Senior Notes issued on the Closing Date in the aggregate principal amount not to exceed $220.0 million and (2) DFG Senior Notes issued after the Closing Date pursuant to the DFG Senior Notes Indenture so long as the Net Proceeds of such issuances are used, substantially contemporaneously with such issuances, solely to redeem the Notes and the Subordinated Notes in compliance with the voluntary redemption provisions of this Indenture and the Subordinated Note Indenture, (iii) the incurrence by the Company and its Subsidiaries of the Existing Indebtedness, (iv) the incurrence by the Company and its Subsidiaries of the Indebtedness represented by the Notes and the Subordinated Notes, (v) the incurrence by the Company or any of its Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Subsidiary, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, (vi) the incurrence by the Company or any of its Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund, Indebtedness that was permitted by this Indenture to be incurred, (vii) the incurrence by the Company or any of its Subsidiaries of intercompany Indebtedness between or among the Company and any of its Wholly Owned Subsidiaries; provided, however, that (A) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinate to the payment in full of all Obligations with respect to the Notes and (B)(1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Wholly Owned Subsidiary and (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Wholly Owned Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be, (viii) the incurrence by the Company or any of its Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging (A) interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of this Indenture to be outstanding, or (B) currency exchange risk in connection with existing financial obligations and not for purposes of speculation, (ix) the incurrence by the Company or any of its Subsidiaries of Indebtedness (in addition to Indebtedness permitted by any other clause of this paragraph) in an aggregate principal amount (or accreted value, as applicable) at any time outstanding not to exceed $10.0 million, (x) the incurrence by the Company or any of its Subsidiaries of Earn-out Obligations in an aggregate amount not to exceed $5.0 million at any time outstanding and (xi) the incurrence by a Receivables Subsidiary of Indebtedness in connection with a Qualified Receivables Transaction that is without recourse (other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction) to DFG or any of its Subsidiaries or any of their respective assets and that is not Guaranteed by DFG or any of its Subsidiaries.

(c)Notwithstanding any provision contained in this Section 5.09 to the contrary, after the Closing Date, neither the Company shall, nor shall it permit any of its Subsidiaries to, incur any Indebtedness to LGP (other than (i) as a Purchaser and (ii) solely as a counterparty to any Hedging Obligation) unless such Indebtedness constitutes Subordinated Indebtedness.

(d)For purposes of determining compliance with this Section 5.09, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (i) through (ix) of paragraph (b) of this Section 5.09, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 5.09 and will only be required to include the amount and type of such Indebtedness in one of such clauses or pursuant to Section 5.09(a), and may re-classify any such item of Indebtedness from time to time among such clauses

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or the first paragraph of this Section 5.09, so long as such item meets the applicable criteria for such category.  Accrual of interest, accretion of accreted value and issuance of securities paid-in-kind shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 5.09.

SECTION 5.10  ASSET SALES.

(a)The Company shall not, and shall not permit any of its Subsidiaries to (i) sell, lease, convey or otherwise dispose of any assets (including, without limitation, by way of a sale and leaseback) other than sales of inventory in the ordinary course of business consistent with past practices (provided, that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole shall be governed by the provisions of Section 5.13 and/or Section 6.01 hereof and not by the provisions of this Section 5.10) or (ii) issue or sell Equity Interests of any of the Company’s Subsidiaries, in the case of either clause (i) or (ii), whether in a single transaction or a series of related transactions (A) that have a fair market value in excess of $1.0 million or (B) for Net Proceeds in excess of $1.0 million (each of the foregoing, an “Asset Sale”), unless (i) the Company (or the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Holders) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 80% of the consideration therefor received by the Company or such Subsidiary is in the form of cash; provided, however, that the amount of (A) any liabilities (as shown on the Company’s or such Subsidiary’s most recent balance sheet) of the Company or any Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets pursuant to any arrangement releasing the Company or such Subsidiary from further liability and (B) any notes or other obligations received by the Company or any such Subsidiary from such transferee that are immediately converted by the Company or such Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision.  Notwithstanding the foregoing, Asset Sales shall not be deemed to include (i) a transfer of assets by the Company to a Wholly Owned Subsidiary, or by a Wholly Owned Subsidiary of the Company to the Company or to another Wholly Owned Subsidiary, (ii) the issuance of Equity Interests by a Wholly Owned Subsidiary to the Company or to a Wholly Owned Subsidiary, (iii) a Restricted Payment or Permitted Investment that is permitted by the provisions of Section 5.07 hereof, (iv) the creation of Permitted Liens and the disposition of assets subject to such Liens by or on behalf of the Person holding such Liens, (v) the sale of accounts receivable pursuant to a Qualified Receivables Transaction and (vi) any disposition of Cash Equivalents.

(b)Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any Subsidiary may apply such Net Proceeds (i) to permanently reduce Indebtedness ranking, actually or structurally, senior to or pari passu with the Notes (and to correspondingly reduce commitments with respect thereto) or (ii) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in the same or a similar line of business as the Company was engaged in on the date of this Indenture.  Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture.  Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute “Excess Proceeds”.  When the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall make an Asset Sale Offer pursuant to Section 3.10 hereof to all Holders of the Notes and all holders of the Subordinated Notes to purchase the maximum principal amount of Notes and Subordinated Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in Section 3.10 hereof.  To the extent that

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the aggregate principal amount of the Notes and the Subordinated Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes.  If the aggregate principal amount of the Notes and the Subordinated Notes surrendered by Holders of Notes and holders of Subordinated Notes, respectively, collectively exceeds the amount of Excess Proceeds, the Company shall select the Notes and the Subordinated Notes to be purchased on a pro rata basis.  Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero.

SECTION 5.11  TRANSACTIONS WITH AFFILIATES.

The Company shall not, and shall not permit any of its Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”), unless (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Holders (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; provided, however, that the following shall not be deemed to be Affiliate Transactions (i) the payment of Earn-out Obligations pursuant to agreements entered into at such time as the recipient of such payments was not an Affiliate of the Company or such Subsidiary, (ii) any employment agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (iii) transactions between or among the Company and/or its Subsidiaries, (iv) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 5.07 hereof, (v) the payment of the fees, expenses and other amounts payable by the Company and its Subsidiaries in connection with the Transactions that shall not exceed $13.0 million and shall be reasonably consistent with the schedule of fees provided by the Company to the Purchasers prior to the Closing Date, (vi) the payment of reasonable and customary regular fees to, and indemnity provided on behalf of, officers, directors and employees of the Company or any Subsidiary of the Company, (vii) the payment of fees and other amounts payable by the Company and its Subsidiaries under the Management Services Agreement (or any agreement extending or replacing the Management Services Agreement which contains the same terms with respect to fees and other terms no less favorable to the Company and its Subsidiaries) and (viii) the performance of any of the Financing Documents as in effect as of the date of this Indenture or any transaction contemplated thereby (including pursuant to any amendment thereto so long as any such amendment is not disadvantageous to the Holders of the Notes in any material respect).  Notwithstanding anything in this Indenture to the contrary, neither the Company nor any of its Subsidiaries shall pay any fees to LGP: (1) on any date other than any Interest Payment Date on which the entire interest due on the Notes on such Interest Payment Date is paid in cash; (2) if a Default or an Event of Default is then continuing or may result from such payment; or (3) in the amount on any Interest Payment Date on which payment of such fees is permitted pursuant to clauses (1) and (2) above in excess of $500,000 plus any amounts available for such payments, but not paid, on prior Interest Payment Dates solely by reason of clauses (1) and/or (2) above; provided, that in no event shall the aggregate amount of all such fees paid to LGP from the Closing Date through and including November 15, 2008 exceed $5.0 million.

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SECTION 5.12  LIENS.

The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien on any asset now owned or hereafter acquired, or any income or profits therefrom or assign or convey any right to receive income therefrom, other than Permitted Liens.

SECTION 5.13  CORPORATE EXISTENCE.

Subject to Article Six hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not reasonably likely to result in a Material Adverse Effect.

SECTION 5.14  OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

(a)Upon the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or a multiple thereof) of each Holder’s Notes at an offer price in cash equal to 101% of the Current Accretion Amount as of the Change of Control Payment Date, plus accrued and unpaid interest that is required to be paid in cash on the next succeeding Interest Payment Date (such accrued interest to be computed for actual days elapsed to the Change of Control Payment Date) and Liquidated Damages, if any, thereon to the Change of Control Payment Date (the “Change of Control Payment”).  The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control.  To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations.

Within 25 days following any Change of Control, the Company shall mail a notice to each Holder with a copy to the Trustee stating:

(1)that the Change of Control Offer is being made pursuant to this Section 5.14 and that all Notes tendered will be accepted for payment;

(2)the purchase price and the purchase date, which shall be at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”);

(3)that any Notes not tendered will continue to accrue interest and Liquidated Damages, if any;

(4)that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Liquidated Damages, if any, after the Change of Control Payment Date;

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(5)that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6)that Holders shall be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and

(7)that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be no less than $1,000 in principal amount.

(b)On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.  The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of no less than $1,000.  The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(c)The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in a manner, at the times and otherwise in compliance with the requirements set forth in this Section 5.14 and such third party purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

SECTION 5.15  SALE AND LEASEBACK TRANSACTIONS.

The Company shall not, and shall not permit any of its Subsidiaries to, enter into any sale and leaseback transaction; provided, however, that the Company or DFG may enter into a sale and leaseback transaction if (a) the Company or DFG could have (i) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests set forth in Section 5.09(a) hereof and (ii) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 5.12 hereof, (b) the gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value (as determined in good faith by the Board of Directors) of the property that is the subject of such sale and leaseback transaction and (c) the transfer of assets in such sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, the provisions of Section 5.10 hereof.

SECTION 5.16  LIMITATION ON ISSUANCES AND SALES OF CAPITAL STOCK OF SUBSIDIARIES.

The Company (a) shall not, and shall not permit any Subsidiary of the Company to, transfer, convey, sell, lease or otherwise dispose of any Capital Stock of any Subsidiary of the Company to any

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Person (other than the Company or a Wholly Owned Subsidiary of the Company), unless (i) such transfer, conveyance, sale, lease or other disposition is (x) made pursuant to clause (viii) of the definition of the “Permitted Investments” or (y) of all the Capital Stock of such Subsidiary and (ii) the Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with the provisions of Section 5.10 hereof (without regard, in the case of the foregoing clause (i)(x), to the provisions of Section 5.10(b)(ii)); provided, however, that this clause (a) shall not apply to any pledge of Capital Stock of any Subsidiary of the Company securing Indebtedness under the Credit Agreement and under the DFG Senior Notes Documents and (b) shall not permit any Subsidiary of the Company to issue any of its Equity Interests (other than, if necessary, shares of its Capital Stock constituting directors’ qualifying shares) to any Person other than to the Company or a Wholly Owned Subsidiary of the Company.

SECTION 5.17  PAYMENTS FOR CONSENTS.

Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of any Notes in consideration for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is concurrently offered to be paid or is concurrently paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

SECTION 5.18  COMPLIANCE WITH LAW, MAINTENANCE OF PROPERTIES.

(a)The Company will, and will cause each of its Subsidiaries to, comply with all Applicable Laws and will obtain and maintain, and will cause each of its Subsidiaries to obtain and maintain, all Permits necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that any such non-compliance with Applicable Law or any failure to obtain or maintain such Permits, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(b)The Company will cause all properties used or useful in the conduct of its business or the business of any of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may properly and advantageously be conducted at all times; provided, however, that the foregoing shall not prevent the Company from discontinuing the operation or maintenance of any of such properties if (i) the Board of Directors determines that such discontinuance is desirable in the conduct of its business or the business of any Subsidiary and (ii) such discontinuance is not reasonably likely to result in a Material Adverse Effect.

SECTION 5.19  INSURANCE.

The Company shall, and shall cause its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and business against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.

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SECTION 5.20  FURTHER ASSURANCES.

The Company shall, upon the request of the Trustee, execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the provisions of this Indenture.

ARTICLE 6
SUCCESSORS

SECTION 6.01  MERGER, CONSOLIDATION, OR SALE OF ASSETS.

The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other Person unless (a)(i) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Successor Company assumes all the obligations of the Company (x) under the Notes and this Indenture pursuant to an amendment or supplement to this Indenture in a form reasonably satisfactory to the Trustee and (y) under each other instrument, document or agreement entered into by the Company in connection herewith pursuant to an amendment or supplement to such other instrument, document or agreement in a form customary for such assumption, (c) immediately after such transaction no Default or Event of Default exists and (d) the Company or the Successor Company (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests set forth in Section 5.09(a) hereof.

SECTION 6.02  SUCCESSOR COMPANY SUBSTITUTED.

Upon any consolidation of the Company with, or merger of the Company into, any other Person or any transfer, conveyance, sale, lease or other disposition of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole in one or more related transactions in accordance with Section 6.01, the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such Successor Company had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Notes.

ARTICLE 7
DEFAULTS AND REMEDIES

SECTION 7.01  EVENTS OF DEFAULT.

An “Event of Default” occurs if:

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(a)the Company defaults in the payment when due of interest or Liquidated Damages, if any, on the Notes and such default continues for a period of thirty (30) days;

(b)the Company defaults in the payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise;

(c)the Company fails to comply with the provisions of Sections 3.10, 5.07 through 5.12, inclusive, 5.14 through 5.17, inclusive, or Article 6 hereof;

(d)the Company fails to observe or perform any other covenant or agreement of the Company under this Indenture or other Transaction Documents or the Notes and the Default continues for a period of 30 days after written notice to the Company by the Trustee or any Holder;

(e)any representation, warranty, certification or statement made or deemed to have been made by or on behalf of the Company or any Subsidiary of the Company or by any officer of the Company or any Subsidiary of the Company in respect of any Transaction Document or in any statement or certificate at any time given by or on behalf of the Company or any of its Subsidiaries or by any officer of the Company or any of its Subsidiaries in writing pursuant hereto or in connection herewith or therewith shall be false in any material respect on the date as of which made;

(f)a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Subsidiaries (or payment of which is Guaranteed by the Company or any of its Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture, which default (1) constitutes a failure to pay any portion of the principal of or premium, if any, or interest on such Indebtedness when due and payable after the expiration of any applicable grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or (2) shall have resulted in such Indebtedness being accelerated or otherwise becoming or being declared due and payable prior to its stated maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $5.0 million or more;

(g)a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction, or a final and legally enforceable arbitration award or final and legally enforceable arbitration awards for the payment of money are entered pursuant to a binding arbitration by an arbitrator or arbitrators of competent jurisdiction, in each case, against the Company or any of its Subsidiaries and such judgment or judgments and award or awards remain unpaid and undischarged for a period (during which execution shall not be effectively stayed) of 60 days, provided that the aggregate of all such undischarged judgments and awards exceeds $5.0 million;

(h)the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

(i)commences a voluntary case or proceeding,

(ii)consents to the entry of a decree or an order for relief against it in an involuntary case or proceeding or to the commencement of any case or proceeding against it,

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(iii)consents to the filing of a petition or to the appointment of or taking possession by a Custodian of it or for all or any substantial part of its property,

(iv)makes or consents to the making of a general assignment for the benefit of its creditors, or

(v)generally is not paying, or admits in writing that it is not able to pay, its debts as they become due; or

(i)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(1)is for relief against the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, in an involuntary case or proceeding;

(2)appoints a Custodian of the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, or for all or any substantial part of the property of the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, or approves as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the foregoing; or

(3)orders the winding up or liquidation of the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, or adjudges any of them bankrupt or insolvent;

and any such order or decree remains unstayed and in effect for 60 consecutive days.

The term “Custodian” means any custodian, receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

SECTION 7.02  ACCELERATION.

If any Event of Default (other than an Event of Default specified in subsection (h) or (i) of Section 7.01 hereof) with respect to the Company, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary occurs and is continuing, then and in every such case the Trustee or the Holders of (a) more than 50% in principal amount of the Notes at the time outstanding until the earlier of (i) the Exchange Offer having been consummated by the Company or (ii) a registration statement permitting the resales of the Notes having been declared effective by the SEC and (b) thereafter, 25% or more in principal amount of the then outstanding Notes may declare the Default Amount of all the Notes to be due and payable immediately, by a notice in writing to the Company (with a copy to the Trustee), and upon any such declaration such Default Amount and any accrued interest and Liquidated Damages, if any, shall become immediately due and payable.  If an Event of Default specified in subsection (h) or (i) of Section 7.01 hereof occurs and is continuing, the Default Amount of and any accrued interest and Liquidated Damages, if any, on the outstanding Notes shall automatically, and without any declaration or other action on the part of any Holder, become immediately due and payable.

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The “Default Amount” of any Note as of any date of acceleration shall be all principal of, accrued and unpaid interest on (including Default Interest and any Liquidated Damages), any premium on, and all other amounts owing in respect of, the Note.

SECTION 7.03  OTHER REMEDIES.

If a default in the payment when due of interest on (including any Liquidated Damages), principal of, or premium, if any, on, the Notes or if an Event of Default has occurred and is continuing, then in each case the Notes will accrue Default Interest plus the stated interest rate on the Notes until such time as no such Default or such Event of Default shall be continuing (to the extent that the payment of such interest shall be legally enforceable).  Default Interest shall be payable in cash on demand.  Any Default Interest that is not paid on demand shall bear interest (which shall also be payable in cash on demand) at 2% per annum plus the stated interest rate on the Notes (to the extent that the payment of such interest is legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent permitted by law.

SECTION 7.04  WAIVER OF PAST DEFAULTS.

The Holders of at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default (a) in the payment of principal of, premium, if any, interest or Liquidated Damages, if any, on the Notes (including in connection with an offer to purchase) or (b) in respect of a covenant or provision hereof which under Section 10.02 cannot be modified or amended without the consent of the Holder of each outstanding Note; provided, however, that the Holders of at least a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related Payment Default that resulted from such acceleration consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, premium, if any, interest or Liquidated Damages, if any, that has become due solely because of the acceleration) have been cured or waived.  Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

SECTION 7.05  CONTROL BY MAJORITY.

Holders of at least a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability.

SECTION 7.06  LIMITATION ON SUITS.

A Holder of a Note may pursue a remedy with respect to this Indenture or the Notes (other than the right to accelerate as provided in Section 7.02 hereof) only if:

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(a)the Holder of a Note gives to the Trustee written notice of a continuing Event of Default;

(b)the Holders of (a) more than 50% in principal amount of the Notes at the time outstanding until the earlier of (i) the Exchange Offer having been consummated by the Company or (ii) a registration statement permitting the resales of the Notes having been declared effective by the SEC and (b) thereafter, at least 25% in principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

(c)such Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;

(d)the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and (e) during such 60-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

SECTION 7.07  RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, interest and Liquidated Damages, if any, on any Note, on or after the respective due dates expressed in any such Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 7.08  COLLECTION SUIT BY TRUSTEE.

If an Event of Default specified in Section 7.01(a) or (b) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium, if any, interest and Liquidated Damages, if any, remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 7.09  TRUSTEE MAY FILE PROOFS OF CLAIM.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes) or their respective creditors or property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 8.07 hereof.  To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee

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under Section 8.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 7.10  PRIORITIES.

If the Trustee collects any money pursuant to this Article Seven, it shall pay out the money in the following order:

First: to the Trustee, its agents and attorneys for amounts due under Section 8.07 hereof, including payment of all reasonable compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, interest and Liquidated Damages, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, interest and Liquidated Damages, if any, respectively; and

Third: to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 7.10.

SECTION 7.11  UNDERTAKING FOR COSTS.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 7.07 hereof or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.

SECTION 7.12  SUBORDINATION OF SPECIAL MANDATORY REDEMPTION.

(a)Until all Indebtedness under the Credit Documents has been finally paid in full, all commitments thereunder have been terminated and any contingent Indebtedness thereunder has been fully cash collateralized, any payment obligation or payment arising from or in respect of a Special Mandatory Redemption shall be made only to the extent that the making of such Special Mandatory Redemption has been approved in writing by the required holders of the Indebtedness under the Credit Documents, which approval may be granted or denied in the sole and absolute discretion of such holders, and which approval, if given, may be withdrawn by written notice to the Company at any time prior to the date specified for the Special Mandatory Redemption.  Each Holder acknowledges by its acceptance of its Notes that any failure by the Company to make any Special Mandatory Redemption shall not result in the occurrence of a Default or an Event of Default, nor serve as a basis for exercise of remedies consequent

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upon a Default or Event of Default or otherwise, unless such holders of the Indebtedness under the Credit Agreement has given (and not withdrawn) its prior written approval to the making of such Special Mandatory Redemption.  Each Holder further agrees by its acceptance of its Notes that it will not take any action inconsistent with the rights of the holders of Indebtedness under the Credit Documents to receive payment in full of any amounts owing under the Credit Documents prior to the making of any Special Mandatory Redemption by the Company.  The provisions of this Section 7.12 apply only to a Special Mandatory Redemption and shall not be construed to affect any other rights of the Holders under this Indenture.

(b)No right of any present or future holder of Indebtedness under the Credit Documents to enforce the provisions of this Section 7.12 shall be impaired by any act or failure to act by the Company, any Holder or by the failure of any such holder of Indebtedness under the Credit Documents to give any notices or take any actions contemplated by this Indenture or otherwise.  No provision of any waiver or supplemental indenture may affect in any way the rights of the holders of Indebtedness under the Credit Documents without the prior written consent of such holders.

(c)In the event that, notwithstanding the foregoing, the Holders of the Notes shall have received any Special Mandatory Redemption not permitted by this Section 7.12 as evidenced by a written notice to the Trustee and the Holders to that effect, then and in such event such Special Mandatory Redemption shall be returned to the Trustee by the Holders for remittance to the Company and the Company shall pay over and deliver such amount forthwith to the holders of Indebtedness under the Credit Agreement in the same form received and, until so paid, the same shall be held in trust by the Company or the Trustee, as the case may be, on behalf of the Holders, or by such Holders, as the collateral of the holders of Indebtedness under the Credit Documents.  Only after the payment in full in cash or Cash Equivalents of all amounts due or to become due on or in respect of Indebtedness under the Credit Documents and, unless the holders of Indebtedness under the Credit Documents shall have the ability to terminate such commitments, the termination of all commitments in respect thereof, the Holders of the Notes shall be subrogated to the rights of the Holders of Indebtedness under the Credit Documents to receive payments and distributions of cash, property and securities applicable to such Indebtedness until the amount of the Special Mandatory Redemption shall be paid in full.  For purposes of such subrogation, no payments or distributions to the holders of the Indebtedness under the Credit Documents of any cash, property or securities to which the Holders of the Notes or the Company on their behalf would be entitled except for the provisions of this Section 7.12, and no payments pursuant to the provisions of this Section 7.12 to the holders of Indebtedness under the Credit Documents by Holders of the Notes or the Company on their behalf, shall, as among the Company, its creditors other than holders of Indebtedness under the Credit Documents and the Holders of the Notes, be deemed to be a payment or distribution by the Company to or on account of the Special Mandatory Redemption.  Each Holder of a Note, by accepting such Note, acknowledges and agrees that the provisions of this Section 7.12 are, and are intended to be, an inducement and a consideration to each holder of any Indebtedness under the Credit Documents, whether such Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Indebtedness, and such holder of such Indebtedness shall be deemed conclusively to have relied on such provisions in acquiring and continuing to hold, or in continuing to hold, such Indebtedness.  Neither the Company nor the Trustee shall be deemed to owe any fiduciary duty to the holders of Indebtedness under the Credit Documents and neither the Company nor the Trustee shall be liable to any such holders if it shall mistakenly pay over or distribute to Holders or the Company or any other Person, money or assets to which any holders of Indebtedness of the Company under the Credit Documents shall be entitled by virtue of this Section 7.12 or otherwise.  The provisions of this Section 7.12 (including the defined terms used herein) are for the benefit of the holders of Indebtedness under the Credit Documents and shall be enforceable by them directly against any Holder and may not be amended without the consent of the administrative agent

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under the Credit Agreement or, in the absence thereof, the holders holding the majority in principal amount of such Indebtedness.

ARTICLE 8
TRUSTEE

SECTION 8.01  DUTIES OF TRUSTEE.

(a)If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(b)Except during the continuance of an Event of Default:

(i)the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.  However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c)The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)this paragraph does not limit the effect of subsection (b) of this Section;

(ii)the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 7.05 hereof.

(d)Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), and (c) of this Section.

(e)No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability.  The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity reasonably satisfactory to it against any loss, liability or expense.

(f)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

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SECTION 8.02  RIGHTS OF TRUSTEE.

(a)The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document.

(b)Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.  The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d)The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e)Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.

(f)The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

SECTION 8.03  INDIVIDUAL RIGHTS OF TRUSTEE.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee.  However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee or resign.  Any Agent may do the same with like rights and duties.  The Trustee is also subject to Sections 8.10 and 8.11 hereof.

SECTION 8.04  TRUSTEE’S DISCLAIMER.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

SECTION 8.05  NOTICE OF DEFAULTS.

If a Default or Event of Default occurs and is continuing and if it is actually known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs.  Except in the case of a Default or Event of Default in payment of principal of, premium, if any,

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interest or Liquidated Damages, if any, on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

SECTION 8.06  REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted).  The Trustee also shall comply with TIA § 313(b)(1) and (2).  The Trustee shall also transmit by mail all reports as required by TIA § 313(c).

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Company and filed with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d).  The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange.

SECTION 8.07  COMPENSATION AND INDEMNITY.

The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it(including reasonable fees and expenses of counsel) in addition to the compensation for its services.  Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Company shall indemnify and hold harmless the Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith.  The Trustee shall notify the Company promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder.  The Company shall defend the claim and the Trustee shall cooperate in the defense.  The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel.  The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

The obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture.

To secure the Company’s payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal, premium, if any, interest and Liquidated Damages, if any, on particular Notes.  Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(h) or (i) hereof occurs, the expenses and the compensation for the services (including the

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fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

SECTION 8.08  REPLACEMENT OF TRUSTEE.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.

The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company.  The Holders of Notes of at least a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing.  The Company may remove the Trustee if:

(a)the Trustee fails to comply with Section 8.10 hereof;

(b)the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c)a Custodian or public officer takes charge of the Trustee or its property; or

(d)the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.  Within one year after the successor Trustee takes office, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of Notes of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder of a Note who has been a Holder of a Note for at least six months, fails to comply with Section 8.10, such Holder of a Note may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.  Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of its succession to Holders of the Notes.  The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 8.07 hereof.  Notwithstanding replacement of the Trustee pursuant to this Section 8.08, the Company’s obligations under Section 8.07 hereof shall continue for the benefit of the retiring Trustee.

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SECTION 8.09  SUCCESSOR TRUSTEE BY MERGER, ETC.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

SECTION 8.10  ELIGIBILITY, DISQUALIFICATION.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $500.0 million as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(1),(2) and (5).  The Trustee is subject to TIA § 310(b).

SECTION 8.11  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b).  A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

ARTICLE 9
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 9.01  OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 9.02 or 9.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article Nine.

SECTION 9.02  LEGAL DEFEASANCE AND DISCHARGE.

Upon the Company’s exercise under Section 9.01 hereof of the option applicable to this Section 9.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 9.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).   For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 9.05 hereof and the other Sections of this Indenture referred to in subsections (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(a)the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 9.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and Liquidated Damages, if any, on such Notes when such payments are due;

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(b)the Company’s obligations with respect to such Notes under Article Two and Section 5.02 hereof;

(c)the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith; and (d) this Article Nine.

Subject to compliance with this Article Nine, the Company may exercise its option under this Section 9.02 notwithstanding the prior exercise of its option under Section 9.03 hereof.

SECTION 9.03  COVENANT DEFEASANCE.

Upon the Company’s exercise under Section 9.01 hereof of the option applicable to this Section 9.03, the Company shall, subject to the satisfaction of the conditions set forth in Section 9.04 hereof, be released from its obligations under the covenants contained in Sections 5.07, 5.08, 5.09, 5.10, 5.11, 5.12, 5.14, 5.15 and 5.16 hereof with respect to the outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes).  For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason ofany reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 7.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.  In addition, upon the Company’s exercise under Section 9.01 hereof of the option applicable to this Section 9.03 hereof, subject to the satisfaction of the conditions set forth in Section 9.04 hereof, Sections 7.01(d) through 7.01(f) hereof shall not constitute Events of Default.

SECTION 9.04  CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

The following shall be the conditions to the application of either Section 9.02 or 9.03 hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance:

(a)the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in United States dollars, non-callable U.S.  Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent certified public accountants, to pay the principal of, premium, if any, interest and Liquidated Damages, if any, on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to Stated Maturity or to a particular redemption date;

(b)in the case of an election under Section 9.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and

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will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c)in the case of an election under Section 9.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d)no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 7.01(h) or 7.01(i) hereof is concerned, at any time in the period ending on the 91st day after the date of deposit;

(e)such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(f)the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, the trust funds will not be avoidable as a preferential transfer under any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

(g)the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others;

(h)the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (i) such Legal Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company as defined in the Investment Company Act of 1940, as amended, or such trust shall be qualified under such Act or exempt from regulation thereunder.

SECTION 9.05  DEPOSITED MONEY AND U.S.  GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

Subject to Section 9.06 hereof, all money and non-callable U.S.  Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.05, the “Trustee”) pursuant to Section 9.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Liquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to

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Section 9.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable U.S. Government Obligations held by it as provided in Section 9.04 hereof which, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section  9.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 9.06  REPAYMENT TO COMPANY

Subject to Section 8.07 hereof, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, interest or Liquidated Damages, if any, on any Note and remaining unclaimed for two years after such principal, premium, if any, interest or Liquidated Damages, if any, has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and theHolder of such Note shall thereafter, as a secured creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 9.07  REINSTATEMENT.

If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable U.S.  Government Obligations in accordance with Section 9.02 or 9.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 9.02 or 9.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 9.02 or 9.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, interest or Liquidated Damages, if any, on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 10
AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 10.01  WITHOUT CONSENT OF HOLDERS OF NOTES.

Notwithstanding Section 10.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note:

(a)to cure any ambiguity, defect or inconsistency;

(b)to provide for uncertificated Notes in addition to or in place of certificated Notes;

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(c)to provide for the assumption of the Company’s obligations to Holders of the Notes in the case of a merger or consolidation pursuant to Article Six hereof;

(d)to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of the Holders of the Notes; or

(e)to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 8.02(b) hereof, the Trustee shall join with the Company inthe execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

SECTION 10.02  WITH CONSENT OF HOLDERS OF NOTES.

Except as provided below in this Section 10.02, this Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Notes).  Notwithstanding the foregoing, the provisions of Sections 3.08 and 3.10 (to the extent the provisions thereof require pro rata purchases of Notes and Subordinated Notes) may not be amended without the consent of the holders of the Subordinated Notes, who shall be deemed to be intended third-party beneficiaries thereof.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 8.02(b) hereof, the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

It shall not be necessary for the consent of the Holders of Notes under this Section 10.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 10.02 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver.  Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.  Subject to Sections 7.04 and 7.07 hereof, the Holders of at least a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company

71

with any provision of this Indenture or the Notes.  However, no such amendment or waiver may, without the prior written consent of the Holder of each Note then outstanding and affected thereby:

(a)subject any Holder to any additional obligation;

(b)reduce the principal of (or Default Amount in respect thereof), or any premium or rate of interest or Liquidated Damages on, any Note;

(c)postpone the date fixed for any payment of principal of (or Default Amount in respect thereof), or any premium or interest or Liquidated Damages on, any Note;

(d)change the ranking or priority of the Notes or the percentage of the aggregate principal amount of the Notes the Holders of which shall be required to consent or take any other action under this Section 10.02 or any other provision of this Indenture;

(e)amend or waive the provisions of Section 3.10, 5.10 or 5.14 or any of the definitions used in such Sections; or

(f)make any changes in the foregoing amendment and waiver provisions.

No amendment or waiver of this Indenture will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or thereby impair any right consequent thereon.  As used herein, the term “Indenture” and references thereto shall mean this Indenture as it may from time to time be amended or supplemented.

SECTION 10.03  COMPLIANCE WITH TRUST INDENTURE ACT.

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the TIA as then in effect.

SECTION 10.04  REVOCATION AND EFFECT OF CONSENTS.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note.  However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective.  An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

SECTION 10.05  NOTATION ON OR EXCHANGE OF NOTES.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated.  The Company in exchange for all Notes may issue and the Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

72

SECTION 10.06  TRUSTEE TO SIGN AMENDMENTS, ETC.

The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article Ten if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.  In executing any amended or supplemental indenture, the Trustee shall be entitled to receive and (subject to Section 8.01) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

ARTICLE 11
MISCELLANEOUS

SECTION 11.01  TRUST INDENTURE ACT CONTROLS.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA § 318(c), the imposed duties shall control.

SECTION 11.02  NOTICES.

Any notice or communication by the Company or the Trustee to the others is duly given if in writing and delivered in person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ addresses:

If to the Company:

DFG Holdings, Inc.

1436 Lancaster Avenue

Berwyn, Pennsylvania  19312

Telecopier No.: (610) 296-7844

Attention: Chief Financial Officer

With a copy to:

Irell & Manella LLP

1800 Avenue of the Stars, Suite 900

Los Angeles, California  90067

Telecopier No.: (310) 203-7199

Attention: Anthony T.  Iler, Esq.

If to the Trustee:

U.S. Bank National Association

Corporate Trust Service

225 Asylum Street, 23rd Floor

Hartford, Connecticut  06103

Telecopier No.: (860) 241-6881

Attention: Kathy A.  Larimore

With a copy to:

73

Reid and Riege

One Financial Plaza

755 Main Street, 21st Floor

Hartford, Connecticut  06103

Telecopier No.: (860) 240-1002

Attention: Earl McMahon, Esq.

The Company or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar.  Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA.  Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

SECTION 11.03  COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes.  The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

SECTION 11.04  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(a)an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b)an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

74

SECTION 11.05  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include:

(a)a statement that the Person making such certificate or opinion has read and understands such covenant or condition;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(d)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

SECTION 11.06  RULES BY TRUSTEE AND AGENTS.

The Trustee may make reasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

SECTION 11.07  NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS.

No director, officer, employee, incorporator or stockholder of the Company, as such, shall have any liability for any obligations of the Company under the Notes, 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.

SECTION 11.08  GOVERNING LAW.

THE INTERNAL LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF LAWS OF ANY OTHER STATE) SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES.

SECTION 11.09  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person (other than the Exchange Agreement).  Any such indenture, loan or debt agreement may not be used to interpret this Indenture.  To the extent that there is any conflict between this Indenture and the Exchange Agreement, the provisions of this Indenture shall control.

75

SECTION 11.10  SUCCESSORS.

All agreements of the Company in this Indenture and the Notes shall bind its successors.  All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 11.11  SEVERABILITY.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.12  COUNTERPART ORIGINALS.

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

SECTION 11.13  TABLE OF CONTENTS, HEADINGS, ETC.

The table of contents, cross-reference table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

[Signatures on following pages]

524637

76

SIGNATURES

Dated as of November 13, 2003	DFG HOLDINGS, INC.
	By:	/s/ Donald Gayhardt
				Donald Gayhardt
				President and Chief Financial Officer
Dated as of November 13, 2003	U.S. BANK NATIONAL ASSOCIATION
	as Trustee
	By:	/s/ Kathy A. Larimore
			Kathy A. Larimore
			Vice President

EXHIBIT A—Form of Regulation S Certificate

REGULATION S CERTIFICATE

(For transfers pursuant to Section 2.08(a)(i) and (iii) and Section 2.08(b) of the Indenture)

U.S. Bank National Association, as Trustee

225 Asylum Street Hartford, CT  06103

Attn: Corporate Trust Services

Re:16% Senior Notes due 2012 of DFG Holdings, Inc.  (the “Notes”)

Reference is made to the Indenture, dated as of November 13, 2003 (the “Indenture”), between DFG Holdings, Inc.  (the “Company”) and U.S. Bank National Association, as Trustee.  Terms used herein and defined in the Indenture or in Regulation S or Rule 144 under the U.S.  Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined.

This certificate relates to U.S.  $                         principal amount of Notes, which are evidenced by the following certificate(s) (the “Specified Notes”):

CUSIP No(s).                                                          

CERTIFICATE No(s).                                            

The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so.  Such beneficial owner or owners are referred to herein collectively as the “Owner.”  If the Specified Notes are represented by a Global Note, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner.  If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner.

The Owner has requested that the Specified Notes be transferred to a person (the “Transferee”) who will take delivery in the form of a Regulation S Note.  In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 904 or Rule 144 under the Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions.  Accordingly, the Owner hereby further certifies as follows:

(a)Rule 904 Transfers.  If the transfer is being effected in accordance with Rule 904:

(1)the Owner is not a distributor of the Notes, an affiliate of the Company or any such distributor or a person acting on behalf of any of the foregoing;

(2)the offer of the Specified Notes was not made to a person in the United States;

(3)either:

(i)at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or

A-1

(ii)the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the International Securities Market Association, or another designated offshore securities market and neither the Owner nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States;

(4)no directed selling efforts have been made in the United States by or on behalf of the Owner or any affiliate thereof;

(5)if the Owner is a dealer in securities or has received a selling concession, fee or other remuneration in respect of the Specified Notes, and the transfer is to occur during the Restricted Period, then the requirements of Rule 904(b)(1) have been satisfied;

(6)if the Owner is an officer or director of the Company or a distributor, and is an affiliate of the Company or a distributor solely by virtue of holding such position, no selling concession, fee or other remuneration is paid in connection with such offer or sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent; and

(7)the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

(b)Rule 144 Transfers.  If the transfer is being effected pursuant to Rule 144:

(1)the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable volume, manner of sale and notice requirements of Rule 144; or

(2)the transfer is occurring after a holding period of at least two years has elapsed since the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Purchasers.

Date:
		(Print the name of the Undersigned, as such term is defined in the third paragraph of this certificate.)
	By:
			Name:
			Title:
		(If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)

A-2

B-1  EXHIBIT B—Form of Restricted Notes Certificate

RESTRICTED NOTES CERTIFICATE

(For transfers pursuant to Section 2.08(a)(ii), (iii) and (iv) and Section 2.08(b) of the Indenture)

U.S. Bank National Association, as Trustee

225 Asylum Street Hartford, CT  06103

Attn: Corporate Trust Services

Re:16% Senior Notes due 2012 of DFG Holdings, Inc.  (the “Notes”)

Reference is made to the Indenture, dated as of November 13, 2003 (the “Indenture”), between DFG Holdings, Inc.  (the “Company”) and U.S. Bank National Association, as Trustee.  Terms used herein and defined in the Indenture or in Rule 144A or Rule 144 under the U.S.  Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined.

This certificate relates to U.S.  $                         principal amount of Notes, which are evidenced by the following certificate(s) (the “Specified Notes”):

CUSIP No(s).                                                          

CERTIFICATE No(s).                                            

The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so.  Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes are represented by a Global Note, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner.  If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner.

The Owner has requested that the Specified Notes be transferred to a person (the “Transferee”) who will take delivery in the form of a Restricted Note or, if pursuant to Rule 144, in the form of a Note bearing no Securities Act Legend pursuant to Section 2.08(f).  In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions.  Accordingly, the Owner hereby further certifies as follows:

(a)Rule 144A Transfers.  If the transfer is being effected in accordance with Rule 144A:

(1)the Specified Notes are being transferred to a person that the Owner and any person acting on its behalf reasonably believe is a “qualified institutional buyer” within the meaning of Rule 144A, acquiring for its own account or for the account of a qualified institutional buyer; and

(2)the Owner and any person acting on its behalf have taken reasonable steps to ensure that the Transferee is aware that the Owner may be relying on Rule 144A in connection with the transfer; and

(b)Rule 144 Transfers.  If the transfer is being effected pursuant to Rule 144:

B-1

(1)the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable volume, manner of sale and notice requirements of Rule 144; or

(3)the transfer is occurring after a holding period of at least two years has elapsed since the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Purchasers.

Date:
		(Print the name of the Undersigned, as such term is defined in the third paragraph of this certificate.)
	By:
			Name:
			Title:
		(If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)

B-2

C-1  EXHIBIT C—Form of Unrestricted Notes Certificate

UNRESTRICTED NOTES CERTIFICATE

(For removal of Securities Act Legends pursuant to Section 2.08(f))

U.S. Bank National Association, as Trustee

225 Asylum Street Hartford, CT  06103

Attn: Corporate Trust Services

Re:16% Senior Notes due 2012 of DFG Holdings, Inc.  (the “Notes”)

Reference is made to the Indenture, dated as of November 13, 2003 (the “Indenture”), between DFG Holdings, Inc.  (the “Company”) and U.S. Bank National Association, as Trustee.  Terms used herein and defined in the Indenture or in Rule 144 under the U.S.  Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined.

This certificate relates to U.S.  $                          principal amount of Notes, which are evidenced by the following certificate(s) (the “Specified Notes”):

CUSIP No(s).                                                          

CERTIFICATE No(s).                                            

The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so.  Such beneficial owner or owners are referred to herein collectively as the “Owner.”  If the Specified Notes are represented by a Global Note, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner.  If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner.

The Owner has requested that the Specified Notes be exchanged for Notes bearing no Securities Act Legend pursuant to Section 2.08(f) of the Indenture.  In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a holding period of at least two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company.  The Owner also acknowledges that any future transfers of the Specified Notes must comply with all applicable securities laws of the states of the United States and other jurisdictions.

E-1

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Purchasers.

Date:
		(Print the name of the Undersigned, as such term is defined in the third paragraph of this certificate.)
	By:
			Name:
			Title:
		(If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)

E-2

EX-4.5

Exhibit 4.5

Execution Copy

DFG HOLDINGS, INC.,

as Issuer

$49,351,422*

13.95% SENIOR SUBORDINATED NOTES DUE 2012

INDENTURE

Dated as of November 13, 2003

U.S. BANK NATIONAL ASSOCIATION

as Trustee

*Subject to increase to the extent PIK Notes are issued in payment of interest accruing on or prior to November 15, 2008.

CROSS-REFERENCE TABLE*

Trust Indenture Act Section		Indenture Section
310	(a)(1)	8.10
	(a)(2)	8.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	8.10
	(b)	8.10
	(c)	N.A.
311	(a)	8.11
	(b)	8.11
	(c)	N.A.
312	(a)	2.05; 2.07
	(b)	11.03
	(c)	11.03
313	(a)	8.06
	(b)(1)	8.06
	(b)(2)	8.06; 8.07
	(c)	8.06; 11.02
	(d)	8.06
314	(a)	5.03; 11.02
	(b)	N.A.
	(c)(1)	11.04
	(c)(2)	11.04
	(c)(3)	N.A.
	(d)	N.A.
	(e)	11.05
	(f)	N.A.
315	(a)	8.01
	(b)	8.05; 11.02
	(c)	8.01
	(d)	8.01
	(e)	7.11
316	(a)(last sentence)	2.10
	(a)(1)(A)	7.05
	(a)(1)(B)	7.04
	(a)(2)	N.A..
	(b)	7.07
	(c)	2.07
317	(a)(1)	7.08
	(a)(2)	7.09
	(b)	2.06
318	(a)	11.01
	(b)	N.A.
	(c)	11.01

N.A. means not applicable.

TABLE OF CONTENTS

ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01	DEFINITIONS.
SECTION 1.02	OTHER DEFINITIONS.
SECTION 1.03	INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
SECTION 1.04	RULES OF CONSTRUCTION.
ARTICLE 2
THE NOTES
SECTION 2.01	FORMS OF NOTES.
SECTION 2.02	FORM OF FACE OF NOTE
SECTION 2.03	FORM OF REVERSE OF NOTE
SECTION 2.04	EXECUTION AND AUTHENTICATION.
SECTION 2.05	REGISTRAR AND PAYING AGENT.
SECTION 2.06	PAYING AGENT TO HOLD MONEY IN TRUST.
SECTION 2.07	HOLDER LISTS.
SECTION 2.08	REGISTRATION; TRANSFER AND EXCHANGE GENERALLY; CERTAIN TRANSFERS AND EXCHANGES; SECURITIES ACT LEGENDS.
SECTION 2.09	REPLACEMENT NOTES.
SECTION 2.10	OUTSTANDING NOTES.
SECTION 2.11	TREASURY NOTES.
SECTION 2.12	TEMPORARY NOTES.
SECTION 2.13	CANCELLATION.
SECTION 2.14	DEFAULTED INTEREST.
ARTICLE 3
REDEMPTION AND PREPAYMENT
SECTION 3.01	NOTICES TO TRUSTEE.
SECTION 3.02	SELECTION OF NOTES TO BE REDEEMED.
SECTION 3.03	NOTICE OF REDEMPTION.
SECTION 3.04	EFFECT OF NOTICE OF REDEMPTION.
SECTION 3.05	DEPOSIT OF REDEMPTION PRICE.
SECTION 3.06	NOTES REDEEMED IN PART.
SECTION 3.07	OPTIONAL REDEMPTION.
SECTION 3.08	APPLICATION OF REDEMPTION PAYMENTS.
SECTION 3.09	MANDATORY REDEMPTION; OFFERS TO PURCHASE; OPEN MARKET PURCHASES.
SECTION 3.10	OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.
ARTICLE 4
SATISFACTION AND DISCHARGE
SECTION 4.01	SATISFACTION AND DISCHARGE.
SECTION 4.02	APPLICATION OF TRUST MONEY.

ARTICLE 5
COVENANTS
SECTION 5.01	PAYMENT OF NOTES.
SECTION 5.02	MAINTENANCE OF OFFICE OR AGENCY.
SECTION 5.03	REPORTS.
SECTION 5.04	COMPLIANCE CERTIFICATE.
SECTION 5.05	TAXES.
SECTION 5.06	STAY, EXTENSION AND USURY LAWS.
SECTION 5.07	RESTRICTED PAYMENTS.
SECTION 5.08	DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.
SECTION 5.09	INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.
SECTION 5.10	ASSET SALES.
SECTION 5.11	TRANSACTIONS WITH AFFILIATES.
SECTION 5.12	LIENS.
SECTION 5.13	CORPORATE EXISTENCE.
SECTION 5.14	OFFER TO REPURCHASE UPON CHANGE OF CONTROL.
SECTION 5.15	SALE AND LEASEBACK TRANSACTIONS.
SECTION 5.16	LIMITATION ON ISSUANCES AND SALES OF CAPITAL STOCK OF SUBSIDIARIES.
SECTION 5.17	PAYMENTS FOR CONSENTS.
SECTION 5.18	COMPLIANCE WITH LAW, MAINTENANCE OF PROPERTIES.
SECTION 5.19	INSURANCE.
SECTION 5.20	FURTHER ASSURANCES.
ARTICLE 6
SUCCESSORS
SECTION 6.01	MERGER, CONSOLIDATION, OR SALE OF ASSETS.
SECTION 6.02	SUCCESSOR COMPANY SUBSTITUTED.
ARTICLE 7
DEFAULTS AND REMEDIES
SECTION 7.01	EVENTS OF DEFAULT.
SECTION 7.02	ACCELERATION.
SECTION 7.03	OTHER REMEDIES.
SECTION 7.04	WAIVER OF PAST DEFAULTS.
SECTION 7.05	CONTROL BY MAJORITY.
SECTION 7.06	LIMITATION ON SUITS.
SECTION 7.07	RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.
SECTION 7.08	COLLECTION SUIT BY TRUSTEE.
SECTION 7.09	TRUSTEE MAY FILE PROOFS OF CLAIM.
SECTION 7.10	PRIORITIES.
SECTION 7.11	UNDERTAKING FOR COSTS.
SECTION 7.12	SUBORDINATION OF SPECIAL MANDATORY REDEMPTION.

ii

ARTICLE 8
TRUSTEE
SECTION 8.01	DUTIES OF TRUSTEE.
SECTION 8.02	RIGHTS OF TRUSTEE.
SECTION 8.03	INDIVIDUAL RIGHTS OF TRUSTEE.
SECTION 8.04	TRUSTEE’S DISCLAIMER.
SECTION 8.05	NOTICE OF DEFAULTS.
SECTION 8.06	REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.
SECTION 8.07	COMPENSATION AND INDEMNITY.
SECTION 8.08	REPLACEMENT OF TRUSTEE.
SECTION 8.09	SUCCESSOR TRUSTEE BY MERGER, ETC.
SECTION 8.10	ELIGIBILITY, DISQUALIFICATION.
SECTION 8.11	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.
ARTICLE 9
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
SECTION 9.01		OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.
SECTION 9.02		LEGAL DEFEASANCE AND DISCHARGE.
SECTION 9.03		COVENANT DEFEASANCE.
SECTION 9.04		CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.
SECTION 9.05		DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.
SECTION 9.06		REPAYMENT TO COMPANY
SECTION 9.07		REINSTATEMENT.
ARTICLE 10
AMENDMENT, SUPPLEMENT AND WAIVER
SECTION 10.01			WITHOUT CONSENT OF HOLDERS OF NOTES.
SECTION 10.02			WITH CONSENT OF HOLDERS OF NOTES.
SECTION 10.03			COMPLIANCE WITH TRUST INDENTURE ACT.
SECTION 10.04			REVOCATION AND EFFECT OF CONSENTS.
SECTION 10.05			NOTATION ON OR EXCHANGE OF NOTES.
SECTION 10.06			TRUSTEE TO SIGN AMENDMENTS, ETC.
ARTICLE 11
SUBORDINATION OF NOTES
SECTION 11.01			NOTES SUBORDINATE TO SENIOR INDEBTEDNESS.
SECTION 11.02			PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.
SECTION 11.03			NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.
SECTION 11.04			PAYMENT PERMITTED IF NO DEFAULT.
SECTION 11.05			SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.
SECTION 11.06			PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.
SECTION 11.07			NO WAIVER OF SUBORDINATION PROVISIONS.
SECTION 11.08			RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.

iii

SECTION 11.09	RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON SUBORDINATION PROVISIONS.
SECTION 11.10	TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN ABSENCE OF NOTICE.
SECTION 11.11	NO FIDUCIARY DUTY OF TRUSTEE TO HOLDERS OF SENIOR INDEBTEDNESS.
SECTION 11.12	TRUSTEE PAYMENTS NOT SUBORDINATED.
ARTICLE 12
MISCELLANEOUS
SECTION 12.01	TRUST INDENTURE ACT CONTROLS.
SECTION 12.02	NOTICES.
SECTION 12.03	COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.
SECTION 12.04	CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.
SECTION 12.05	STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.
SECTION 12.06	RULES BY TRUSTEE AND AGENTS.
SECTION 12.07	NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS.
SECTION 12.08	GOVERNING LAW.
SECTION 12.09	NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.
SECTION 12.10	SUCCESSORS.
SECTION 12.11	SEVERABILITY.
SECTION 12.12	COUNTERPART ORIGINALS.
SECTION 12.13	TABLE OF CONTENTS, HEADINGS, ETC.

iv

INDENTURE dated as of November 13, 2003 between DFG Holdings, Inc., a Delaware corporation (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”).

The Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the 13.95% Senior Subordinated Notes due 2012 (the “Subordinated Notes”) and the 13.95% Senior Subordinated Notes due 2012 to be issued in exchange for the Subordinated Notes in the Exchange Offer (the “Exchange Subordinated Notes” and, together with the Subordinated Notes, the PIK Notes (as hereinafter defined) and all notes issued in exchange, replacement or substitution for the Subordinated Notes, the PIK Notes or the Exchange Subordinated Notes, the “Notes”):

ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE

SECTION 1.01  DEFINITIONS.

“Acquired Debt” means with respect to any specified Person:

(1)Indebtedness of any other Person existing at the time such other Person was merged with or into or became a Subsidiary of such specified Person, including, without limitation, Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Subsidiary of such specified Person; and

(2)Indebtedness secured by a Lien encumbering any asset acquired by such specified Person at the time such asset is acquired by such specified Person.

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any specified Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided, however, that in the case of the Company or any of its Subsidiaries beneficial ownership of 10% or more of the voting securities of the Company or such Subsidiary, as the case may be, shall be deemed to be control.  Notwithstanding the foregoing, in no event will the GS Mezzanine Partners, L.P., GS Mezzanine Partners Offshore, L.P., Stone Street Fund 1998, L.P., Bridge Street Fund 1998, L.P., Ares Leveraged Investment Fund, L.P., Ares Leveraged Investment Fund II, L.P. or any of their Affiliates be deemed to be an Affiliate of the Company.

“Agent” means any Registrar, Paying Agent, any co-Registrar or any additional Paying Agent.

“Agent Members” means any member of, or participant in, the Depositary.

“Applicable Law” means all laws, statutes, treaties, rules, codes (including building codes), ordinances, regulations, certificates, orders and licenses of, and interpretations by, any Governmental Authority and judgments, decrees, injunctions, writs, permits, orders or like governmental action of any Governmental Authority (including environmental laws and those pertaining to health or safety) applicable to the Company or any of its Subsidiaries or any of their property or operations.

“Applicable Procedures” means, with respect to any transfer or exchange of beneficial interests in a Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that are applicable to such transfer or exchange.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP) of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction (including any period for which such lease has been extended or may, at the option of the lessor, be extended).

“Bankruptcy Law” means Title 11, of the United States Code or any similar federal or state bankruptcy, insolvency, reorganization or other law for the relief of debtors.

“Board of Directors” means the Board of Directors of the Company or any authorized committee of the Board of Directors.

“Borrowing Base” means the sum of the following for each of DFG and its Subsidiaries:

(1)100% of cash held overnight in store safes;

(2)100% of balances held in store accounts;

(3)100% of the amount payable under the checks held in store safes;

(4)100% of clearing house transfers initiated on the previous day and transfers of same-day funds to be credited to store accounts;

(5)100% of cash held overnight by armored car carriers;

(6)100% of eligible government receivables in respect of government contracts; and

(7)100% of cash balances held in demand deposit accounts and/or investment accounts; provided, however, that in no event shall any of the items described in subparagraphs (1) through (7) above be included in any calculation of the “Borrowing Base” to the extent any of the same are subject to any Lien other than in favor of the administrative agent for the benefit of the lenders under the Credit Agreement.  The Borrowing Base shall be determined by the Company upon each incurrence of Indebtedness, and such determination shall be conclusive so long as it is made in good faith.

The Borrowing Base shall not include any items that have been sold or that have been pledged or deposited in respect of Indebtedness, and shall be determined by the Company upon each incurrence of Indebtedness, and such determination shall be conclusive so long as it is made in good faith.

“Business Day” means any day other than a Legal Holiday.

“Calculation Date” means, with respect to any calculation of the Fixed Charge Coverage Ratio or the Debt Ratio, the date on which the event requiring such calculation occurs.

“Capital Expenditures”means, for any period and with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing of fixed or capital assets or additions to fixed or capital assets (including replacements, capitalized repairs and improvements during

such period) which should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means:

(1)in the case of a corporation, corporate stock;

(2)in the case of an association or business entity other than a corporation, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)in the case of a partnership, partnership interests (whether general or limited); and

(4)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

(1)U.S. Government Obligations, described in clause (1) of the definition thereof, having maturities of not more than twelve months from the date of acquisition;

(2)time deposits and certificates of deposit of any domestic commercial bank of recognized standing having capital and surplus in excess of $500.0 million, with maturities of not more than one year from the date of acquisition;

(3)repurchase obligations issued by any bank described in subsection (2) above with a term not to exceed thirty (30) days;

(4)commercial paper rated at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody’s, in each case maturing within one year after the date of acquisition and

(5)shares of any money market mutual fund, or similar fund, in each case having excess of $500.0 million, which invests predominantly in investments of the types described in clauses (1) through (4) above.

“Change of Control” means the occurrence of any of the following:

(1)the sale, conveyance, transfer, lease or other disposition (other than by way of merger or consolidation), in one or more related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any “person” (as such term is used in Section 13(d)(3) of the Exchange Act), other than LGP or their Related Parties;

(2)the adoption of a plan relating to the liquidation or dissolution of the Company;

(3)the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above), other than LGP or their Related Parties, becomes the “beneficial owner” (as such term is defined in Rules 13d-3 and 13d-5 under the Exchange Act, directly or indirectly, of more than 35% of the voting shares or economic value of Capital Stock of DFG or the Company;

(4)the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that the Company ceases to own 100% of the outstanding Equity Interests of DFG; or

(5)the first day on which a majority of the members of the Board of Directors are not Continuing Directors.

“Clearstream” means Clearstream Banking, société anonyme, Luxembourg (or any successor thereto).

“Closing” means the closing of the transactions contemplated by the Exchange Agreement.

“Closing Date” means November 13, 2003.

“Company” means DFG Holdings, Inc., a Delaware corporation.

“Company Order”means a written request or order signed in the name of the Company by one of its Officers and delivered to the Trustee.

“Company Senior Note Documents” means the Company Senior Notes, the Company Senior Note Exchange Agreement, the Company Senior Note Indenture, the exchange and registration rights agreement related to the Company Senior Notes, the Stockholders Agreement and all certificates, instruments, financial and other statements and other documents and agreements made or delivered in connection therewith and related thereto.

“Company Senior Note Exchange Agreement” means the exchange agreement, dated as of November 13, 2003, among the Company and the Purchasers (as defined therein) thereunder, as it may from time to time be amended, supplemented or otherwise modified, related to the Company Senior Notes.

“Company Senior Note Indenture” means the indenture dated as of November 13, 2003 among the Company and U.S. Bank National Association, as trustee (as amended, supplemented or otherwise modified from time to time), pursuant to which the Company Senior Notes are issued.

“Company Senior Note Trustee” means the trustee under the Company Senior Note Indenture from time to time.

“Company Senior Notes” means the 16% Senior Notes due 2012, together with all notes issued in exchange, substitution or replacement therefor, issued by the Company in the original aggregate principal amount on the date of this Indenture of $49,351,422 (plus any additional 16% Senior Notes due 2012 issued in payment of interest thereunder), issued pursuant to the Company Senior Note Indenture.

“consolidate” or “consolidated” (including the correlative term “consolidating”) or on a “consolidated basis”, when used with reference to any financial term in this Indenture (but not when used with respect to any tax return or tax liability), means the aggregate for two or more Persons of the amounts signified by such term for all such Persons, with inter-company items eliminated and, with respect to net income or earnings, after eliminating the portion of net income or earnings properly attributable to minority interests, if any, in the capital stock of any such Person or attributable to shares of preferred stock of any such Person not owned by any other such Person, in accordance with GAAP.

“Consolidated Cash Flow” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus:

(1)an amount equal to any extraordinary loss, to the extent that such losses were deducted in computing such Consolidated Net Income for such period, plus

(2)an amount equal to any net loss realized in connection with an Asset Sale, the disposition of any securities by such Person or any of its Subsidiaries or the extinguishment of any Indebtedness by such Person or its Subsidiaries, to the extent such losses were deducted in computing such Consolidated Net Income, plus

(3)provision for taxes based on income or profits of such Person and its Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income, plus

(4)consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments (if any) pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income, plus

(5)depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash charges were deducted in computing such Consolidated Net Income, minus

(6)all non-cash items to the extent that such non-cash items increased Consolidated Net Income for such period, minus

(7)the amount of Earn-out Obligations paid in cash during such period (to the extent not already reflected as an expense in Consolidated Net Income), in each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding the foregoing, the provision for taxes based on income or profits of, and the depreciation and amortization and other non-cash charges of, a Subsidiary of a Person shall be added to Consolidated Net Income to compute Consolidated Cash Flow only to the extent (and in the same proportion) that the Net Income of such Subsidiary was included in calculating the Consolidated Net Income of such Person.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided, that (i) the Net Income (but not loss) of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or one of its Wholly Owned Subsidiaries, (ii) the Net Income of any Subsidiary shall be excluded to the extent that the

declaration or payment of dividends or similar distributions by that Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders, (iii) the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition shall be excluded and (iv) the cumulative effect of a change in accounting principles shall be excluded.

“Consolidated Net Worth” means, with respect to any Person as of any date, the sum of (i) the consolidated equity of the common stockholders of such Person and its consolidated Subsidiaries as of such date plus (ii) the respective amounts reported on such Person’s balance sheet as of such date with respect to any series of preferred stock (other than Disqualified Stock) that by its terms is not entitled to the payment of dividends unless such dividends may be declared and paid only out of net earnings in respect of the year of such declaration and payment, but only to the extent of any cash received by such Person upon issuance of such preferred stock, less (x) all write-ups (other than write-ups resulting from foreign currency translations and write-ups of tangible assets of a going concern business made within 12 months after the acquisition of such business) subsequent to the date of this Indenture in the book value of any asset owned by such Person or a consolidated Subsidiary of such Person and (y) all unamortized debt discount and expense and unamortized deferred charges as of such date, all of the foregoing determined in accordance with GAAP.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors who (1) was a member of such Board of Directors on the date of this Indenture or (2) was nominated for election or elected to such Board of Directors with the approval, recommendation or endorsement of a majority of the directors who were members of such Board of Directors on the date of this Indenture or whose nomination or election to the Board of Directors was previously so approved.

“Corporate Trust Office of the Trustee” shall be the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Company.

“Credit Agreement” means the credit agreement, dated as of November 13, 2003, among the Company, DFG, the lenders named therein, Wells Fargo, as administrative agent for the lenders, U.S. Bank, National Association, as syndication agent, and Citicorp North America, Inc. as documentation agent providing for a revolving credit facility in favor of DFG of up to $55.0 million (including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, restated, renewed, refunded, replaced or refinanced from time to time).

“Credit Documents” means the Credit Agreement and all certificates, instruments, financial and other statements and other documents and agreements made or delivered in connection therewith and related thereto.

“Default” means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

“Depositary” means a clearing agency registered under the Exchange Act that is designated to act as Depositary for the Notes until a successor Depositary shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and, thereafter, “Depositary” shall mean or include such successor Depositary.  The Depositary initially is DTC.

“DFG” means Dollar Financial Group, Inc.

“DFG Senior Notes” means DFG’s 9.75% Senior Notes due 2011, together with all notes issued in exchange, substitution or replacement therefor, issued pursuant to the DFG Senior Notes Indenture.

“DFG Senior Notes Documents” means the DFG Senior Notes, the DFG Senior Notes Indenture, the offering circular related thereto and all certificates, instruments, financial and other statements and other documents and agreements made or delivered in connection therewith and related thereto.

“DFG Senior Notes Indenture” means the indenture dated as of November 13, 2003 among DFG, each of the other guarantors (as defined therein) and U.S. Bank National Association, as trustee (as amended, supplemented or otherwise modified from time to time).

“Disqualified Stock” means any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date of the Stated Maturity of the Notes.

“DTC” means The Depository Trust Company, a New York corporation.

“Earn-out Obligations” means contingent payment obligations of the Company or any of its Subsidiaries incurred in connection with the acquisition of assets or businesses, which obligations are payable based on the performance of the assets or businesses so acquired; provided, however, that (i) such obligations shall be expressly subordinated to the Notes on terms that are customary for the subordination of obligations of this type (including, without limitation, the right to make Earn-Out Obligation payments as they become due; provided that at the time of such payment no Default or Event of Default has occurred and is continuing, or would exist as a result of the making of such payment), (ii) the amount of such obligations shall not exceed 25% of the total consideration paid for such assets or businesses and (iii) that the amount of such obligations outstanding at any time shall be measured by the maximum amount potentially payable thereunder without regard to performance criteria, the passage of time or other conditions.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System (or any successor thereto).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Agreement” means the exchange agreement, dated as of November 13, 2003, among the Company and the Purchasers, as it may from time to time be amended, supplemented or modified, relating to the Notes.

“Exchange Offer” as defined in the Registration Rights Agreement.

“Existing Indebtedness” means (1) Indebtedness of National Money Mart Company in an amount not to exceed the amount committed as of the Closing Date under that certain First Bank Overdraft Lending Agreement, dated as of March 1, 2001, between National Money Mart Company and the Bank of Montreal; (2) Indebtedness of Dollar Financial U.K.  Limited in an amount not to exceed the amount committed as of the Closing Date under that certain Multi Line Facility Agreement, dated as of January 30, 2003, between Dollar Financial U.K.  Limited and National Westminster Bank Plc, as amended by

that certain Letter Agreement, dated October 10, 2003, between Dollar Financial U.K.  Limited and the Royal Bank of Scotland Plc, acting as agent for National Westminster Bank Plc; (3) Indebtedness of the Company and Instant Cash Loans Limited in an amount not to exceed the amount committed as of the Closing Date under that certain Participation and Servicing Agreement, dated as of November 15, 2002, among Archbrook Holdings International, LLC, Instant Cash Loans Limited and the Company; (4) any other unsecured Indebtedness of the Company or any of its Subsidiaries outstanding on the Closing Date with respect to or in connection with foreign exchange contracts, currency swap agreements, interest rate swaps, collars or cap agreements and similar arrangements entered into in the ordinary course of business and designed to protect against fluctuations in currency values and interest rates until such Indebtedness is repaid; and (5) obligations to repurchase equity securities of the Company in the event of the death or disability of Jeffrey Weiss pursuant to that certain Employment Agreement dated as of November 13, 1998 by and among the Company, DFG and Jeffrey Weiss.

“Financing Documents” means collectively, this Indenture, the Exchange Agreement, the Company Senior Note Exchange Agreement, the Company Senior Note Indenture, the Registration Rights Agreement, the Registration Rights Agreement (as defined in the Company Senior Note Exchange Agreement), the Credit Agreement, the Stockholders Agreement, the Notes, the Exchange Notes, the Company Senior Notes and all certificates, instruments, financial and other statements and other documents made or delivered in connection herewith and therewith.

“Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication, (i) the consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments (if any) pursuant to Hedging Obligations), (ii) the consolidated interest expense of such Person and its Subsidiaries that was capitalized during such period, (iii) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Subsidiaries or secured by a Lien on assets of such Person or one of its Subsidiaries (whether or not such Guarantee or Lien is called upon) and (iv) the product of (A) all cash dividend payments (and non-cash dividend payments in the case of a Person that is a Subsidiary) on any series of preferred stock of such Person plus all accrued but unpaid cash dividends on Disqualified Stock, times (B) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

“Fixed Charge Coverage Ratio” means with respect to any Person for any period, the ratio of (x) the Consolidated Cash Flow of such Person for such period less consolidated Capital Expenditures made by such Person during such period to (y) the Fixed Charges of such Person for such period calculated as provided in Section 5.09.

“GAAP” means United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of this Indenture.

“Global Note” means a Note that evidences all or part of the Note and bears the applicable legend set forth in Section 2.02.

“Governmental Authority” means (i) the government of the United States of America or any State or other political subdivision thereof, (ii) any government or political subdivision of any other jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary or (iii) any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to, any such government.

“Guarantee” or “Guaranteed” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness.

“Guarantor” is defined in the DFG Senior Notes Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under (i) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements and (ii) other agreements or arrangements designed to protect such Person against fluctuations in interest rates.

“Holder” means a Person in whose name a Note is registered.

“Holdings Note Shares” is defined in the Exchange Agreement.

“Indebtedness” means, with respect to any Person, any indebtedness of such Person, whether or not contingent, (i) in respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof), (ii) representing Capital Lease Obligations, (iii) representing the balance deferred and unpaid of the purchase price (including any Earn-out Obligations) of any property or services, except any such balance that constitutes a trade payable, credit on open account, provisional credit, accrued liability, or which are being contested in good faith, (iv) representing any Hedging Obligations, if and to the extent any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP, as well as all indebtedness of others secured by a Lien on any asset of such Person (whether or not such indebtedness is assumed by such Person) and, to the extent not otherwise included, the Guarantee by such Person of any Indebtedness of any other Person, (v) representing reimbursement obligations of such Person with respect to letters of credit, banker’s acceptances or similar facilities issued for the account of such Person or (vi) representing the maximum fixed redemption or repurchase price of Disqualified Stock of such Person at the time of determination plus accrued but unpaid dividends.

“Indenture” means this Indenture, as amended, supplemented or modified from time to time.

“Initial Regulation S Notes” means the Notes sold by the Purchasers in an initial offering in reliance on Regulation S.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of direct or indirect loans (including Guarantees of Indebtedness or other obligations), advances or capital contributions (excluding (i) commission, travel and similar advances to officers and employees, (ii) extensions of trade credit and (iii) any loans to customers, in each case made on commercially reasonable terms and  in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP; provided, however, that an acquisition of assets, Equity Interests or other securities by the Company for

consideration consisting of common equity securities of the Company shall not be deemed to be an Investment.  If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in The City of New York, in the city of the Corporate Trust Office of the Trustee or at a place of payment are authorized by law, regulation or executive order to remain closed.  If any payment date in respect of the Notes is a Legal Holiday, payment may be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

“LGP” means Leonard Green & Partners, L.P. and any affiliated investment fund managed by it.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

“Liquidated Damages” means Special Interest, as such term is defined in Section 2(c) of the Registration Rights Agreement, then accrued and unpaid.

“Management Services Agreement” shall mean that certain Management Services Agreement, dated December 18, 1998, as amended, among the Company, DFG, and LGP.

“Material Adverse Effect” means a material adverse effect on (i) the business, operations, affairs, financial condition, assets, property or prospects of the Company and its Subsidiaries taken as a whole, (ii) the ability of the Company or any Subsidiary to perform any of its material obligations under any of the Transaction Documents or (iii) the validity or enforceability of any Transaction Document that is material to the Holders.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however, (i) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with (A) any Asset Sale (including, without limitation, dispositions pursuant to sale and leaseback transactions) or (B) the disposition of any securities by such Person or any of its Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Subsidiaries, (ii) any extraordinary or nonrecurring gain (but not loss), together with any related provision for taxes on such extraordinary or nonrecurring gain (but not loss) and (iii) any non-cash compensation expense of such Person attributable to the exercise of options to acquire Capital Stock of the Company by any officers, directors or employees of the Company or any of its Subsidiaries.

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees, and sales commissions) and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing

arrangements), amounts required to be applied to the repayment of Indebtedness (other than revolving credit Indebtedness under the Credit Agreement) secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“Note Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Obligations” means any principal, premium, interest, Liquidated Damages and other liabilities payable by the Company under or in respect of this Indenture, the Exchange Agreement or the Notes.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

“Officers’ Certificate” means a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President or any Vice President, and by the Director of Finance, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company and delivered to the Trustee.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee.  The counsel may be an employee of or counsel to the Company or the Trustee.

“Permits” means all licenses, permits, certificates of need, approvals and authorizations from all Governmental Authorities required to lawfully conduct a business as presently conducted.

“Permitted Investments” means (i) any Investment in the Company, DFG (as long as it is a Wholly Owned Subsidiary of the Company) or a Wholly Owned Subsidiary of the Company and that is engaged in the same or a similar line of business as the Company and its Subsidiaries were engaged in on the date of this Indenture, (ii) any Investment in (v) cash, (w) Cash Equivalents, (x) the Notes, (y) the Company Senior Notes or (z) the DFG Senior Notes outstanding (in the case of this clause (z)) as of the date of this Indenture, (iii) any Investment by the Company or any Subsidiary of the Company in a Person, if as a result of such Investment (A) such Person becomes a Wholly Owned Subsidiary of the Company that is engaged in the same or a similar line of business as the Company and its Subsidiaries were engaged in on the date of this Indenture or (B) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Wholly Owned Subsidiary of the Company (with the Company or such Wholly Owned Subsidiary being a surviving entity) and that is engaged in the same or a similar line of business as the Company and its Subsidiaries were engaged in on the date of this Indenture, (iv) any Restricted Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the provisions of Section 5.10 hereof, (v) other Investments in any Person (other than a Subsidiary of the Company) having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (v) that are at the time outstanding, not to exceed $3.0 million, (vi) any advances to employees of the Company and its Subsidiaries in the ordinary course of business, (vii) any Investments received in settlement of bona fide disputes or as distributions in bankruptcy, insolvency or similar proceedings and (viii) any Investment resulting from the sale or other disposition, through a public equity or income trust offering, of Equity Interests of a Canadian or a U.K. Subsidiary of DFG (a “Disposed Entity”) solely by reason of DFG retaining a portion of the Equity Interests of such Disposed Entity; provided, that after giving effect to any such sale or disposition, (1) no Default or Event of Default shall have occurred or be continuing, (2) the retained Equity Interests in the Disposed Entity are entitled to the same pro rata distributions as, and are not subordinated to, other Equity

Interests in the Disposed Entity and (3) any Net Proceeds from such sale or disposition are applied in accordance with the provisions of Section 5.10 hereof (without regard to Section 5.10(b)(ii)).

“Permitted Liens” means (i) Liens securing Indebtedness (A) under the Credit Agreement and (B) under the DFG Senior Notes, in each case, that was permitted by the terms of this Indenture to be incurred, (ii) Liens in favor of the Company, (iii) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company; provided, however, that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company, (iv) Liens on property existing at the time of acquisition thereof by the Company or any Subsidiary of the Company; provided, however, that such Liens were in existence prior to the contemplation of such acquisition, (v) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business, (vi) Liens securing Indebtedness (including Capital Lease Obligations) permitted by clause (v) of Section 5.09(b) hereof covering only the assets acquired with such Indebtedness and directly related assets such as proceeds (including insurance proceeds), products, replacements, substitutions and accessions thereto, (vii) Liens existing on the date of this Indenture and replacement Liens that do not encumber additional assets, unless such encumbrance is otherwise permitted; (viii) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided, however, that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor, (ix) Liens incurred in the ordinary course of business of the Company or any Subsidiary of the Company with respect to obligations that do not exceed $5.0 million at any one time outstanding and that (A) are not incurred in connection with the borrowing of money or the obtaining of advances or credit (other than trade credit in the ordinary course of business) and (B) do not in the aggregate materially detract from the value of the property or materially impair the use thereof in the operation of business by the Company or such Subsidiary, (x) Liens securing Permitted Refinancing Indebtedness; provided, however, that the Company was permitted to incur Liens with respect to the Indebtedness so refinanced, (xi) statutory and common law Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other similar Liens arising in the ordinary course of business with respect to amounts that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided, that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor, (xii) Liens arising from filings of Uniform Commercial Code financing statements or similar documents regarding leases or otherwise for precautionary purposes relating to arrangements not constituting Indebtedness, (xiii) Liens on assets of a Receivables Subsidiary arising in connection with a Qualified Receivables Transaction and (xiv) Liens securing compensation, reimbursement and indemnification obligations of the Company or any of its Subsidiaries in favor of the Trustee under this Indenture, and in favor of trustees or comparable representatives under other indentures, agreements or instruments governing Indebtedness permitted to be incurred by Section 5.09.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Subsidiaries (other than the Indebtedness under the Credit Agreement and the DFG Senior Notes); provided, however, that (i) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount plus accrued interest (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith), (ii) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed,

replaced, defeased or refunded, (iii) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, (iv) such Indebtedness is incurred either by the Company or by the Subsidiary which is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded and (v) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded was incurred in reliance upon clause (vi) or (vii) of Section 5.09(b), such Indebtedness also meets the requirements of such clause.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock corporation, trust, unincorporated organization or government or agency or political subdivision thereof or any other entity.

“Purchasers” means the Purchasers named in Schedule A to the Exchange Agreement.

“Put Option” is defined in the Exchange Agreement.

“Qualified Receivables Transaction” means any transaction or series of transactions entered into by DFG or any of its Subsidiaries pursuant to which DFG or any of its Subsidiaries sells, conveys or otherwise transfers to (i) a Receivables Subsidiary (in the case of a transfer by DFG or any of its Subsidiaries) or (ii) any other Person (in the case of a transfer by a Receivables Subsidiary), or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of DFG or any of its Subsidiaries and any related assets, including all collateral securing such accounts receivable, all contracts and Guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

“Receivables Subsidiary” means a Wholly Owned Subsidiary of DFG which engages in no activities other than in connection with the financing of accounts receivable and which is designated by the Board of Directors (as provided below) as a Receivables Subsidiary:

(1)no portion of the Indebtedness or any other obligations (contingent or otherwise) of which:

(a)is Guaranteed by the Company or any of its other Subsidiaries (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction),

(b)is recourse to or obligates the Company or any of its other Subsidiaries in any way other than pursuant to representations, warranties, covenants and indemnities entered into in connection with a Qualified Receivables Transaction or

(c)subjects any property or asset of the Company or any of its other Subsidiaries, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction;

(2)with which neither the Company nor any of its other Subsidiaries has any material contract, agreement or understanding other than (a) sales of accounts receivable and related assets to such Subsidiary and other transactions within the customary parameters of asset securitization transactions involving accounts receivable, (b) transactions on terms no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company and (c) customary transaction costs, fees and expenses Incurred in connection with asset securitization transactions involving accounts receivable and fees payable in the ordinary course of business in connection with servicing accounts receivable; and

(3)with which neither the Company nor any of its other Subsidiaries has any obligation to maintain or preserve such Subsidiary’s financial condition or cause such Subsidiary to achieve certain levels of operating results.

Any such designation by the Board of Directors of the Company will be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions.

“Registered Notes” means the Exchange Subordinated Notes or Subordinated Notes sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act, together with their respective Successor Notes.

“Registration Rights Agreement” means the Exchange and Registration Rights Agreement, dated as of the date of this Indenture, by and among the Company and the other parties named on the signature pages thereof, as such agreement may be amended, supplemented or modified from time to time.

“Regulation S” means Regulation S under the Securities Act (or any successor provision), as it may be amended from time to time.

“Regulation S Certificate” means a certificate substantially in the form set forth in Exhibit A.

“Regulation S Global Note” has the meaning specified in Section 2.01.

“Regulation S Legend” means a legend substantially in the form of the legend required in the form of Note set forth in Section 2.02 to be placed upon a Regulation S Global Note.

“Regulation S Note”means all Notes required pursuant to Section 2.08(f) to bear a Regulation S Legend.  Such term includes the Regulation S Global Note.

“Related Party” with respect to LGP means (i) any Subsidiary of LGP or any general partner of LGP or (ii) any investment fund or investment partnership managed by LGP or any Affiliate of LGP.

“Responsible Officer” when used with respect to the Trustee, means any officer or employee within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Restricted Global Note” has the meaning specified in Section 2.01.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Notes” means all Notes required pursuant to Section 2.08(f) to bear a Restricted Notes Legend.  Such term includes the Restricted Global Note.

“Restricted Notes Certificate” means a certificate substantially in the form set forth in Exhibit B.

“Restricted Notes Legend” means a legend substantially in the form of the legend required in the form of Note set forth in Section 2.02 to be placed upon a Restricted Note.

“Restricted Period” means the period of 41 consecutive days beginning on and including the later of (i) the day on which Notes were first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) the day on which the closing of the offering of Notes pursuant to the Exchange Agreement occurs.

“Rule 144A” means Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time.

“Rule 144A Notes” means the Notes purchased by the Purchasers from the Company pursuant to the Exchange Agreement other than the Initial Regulation S Notes.

“SEC” means the Securities and Exchange Commission, or any successor agency thereto.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Securities Act Legend” means a Restricted Notes Legend or a Regulation S Legend.

“Senior Indebtedness” means the principal of (and premium, if any) and interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company but only to the extent such claim for post-petition interest is allowed in such proceeding) on, and penalties and any obligation of the Company for reimbursement (including attorneys’ fees incurred in connection with any such proceeding, whether or not allowed in such proceeding), indemnities and fees relating to, and all other amounts owing under, the Company Senior Notes, the Company Senior Note Exchange Agreement and the Company Senior Note Indenture; provided, however, that the following shall not constitute Senior Indebtedness:  (i) any portion of any Indebtedness which is incurred in violation of this Indenture, (ii) any Indebtedness owed to LGP and (iii) Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to the Company.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary,” as defined under Rule 1-02 of Regulation S-X promulgated by the SEC as such regulation is in effect on the date of this Indenture.

“Stated Maturity” when used with respect to any Note or any installment of interest thereon, means the date specified in this Indenture or such Note as the fixed date on which the principal of such Note or such installment of interest is due and payable.

“Stockholders Agreement” as defined in the Exchange Agreement.

“Subordinated Indebtedness” means (i) Indebtedness of the Company or any of its Subsidiaries under any Earn-Out Obligations and (ii) other Indebtedness of the Company or any of its Subsidiaries

expressly subordinated in right of payment to the Notes pursuant to applicable documentation in the case of such Indebtedness under this clause (ii), containing maturities, amortization schedules, covenants, defaults, remedies, subordination provisions and other material terms in form and substance satisfactory to the Holders of at least a majority in aggregate principal amount of the Notes ten outstanding.

“Subscription Shares” is defined in the Exchange Agreement.

“Subsidiary” means, with respect to any Person, (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person (or a combination thereof) and (2) any partnership (A) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (B) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

“Successor Notes” of any particular Note means every Note issued after, and evidencing all or a portion of the same debt as that evidenced by, such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.09 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note.

“Tax Returns” means all reports and returns required to be filed on or before the Closing Date with respect to the Taxes of the Company and the Tax Subsidiaries including, without limitation, consolidated federal income tax returns of the Company and the Tax Subsidiaries.

“Tax Subsidiaries” means any Subsidiary of the Company of which the Company owns, directly or indirectly, 80% or more of the equity interest therein for U.S. federal income tax purposes.

“Taxes” means all federal, state, local or foreign income, gross receipts, windfall profits, severance, property, production, sales, use, license, excise, franchise, employment, withholding or similar taxes imposed on the income, properties or operations of the Company and the Tax Subsidiaries, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C.  §§ 77aaa-77bbbb), as in force at the date as of which this instrument was executed, except as provided in Section 10.03; provided, however,that in the event that the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

“Transaction Documents” means, collectively, the Financing Documents, the Credit Documents, the DFG Senior Note Documents and the Company Senior Note Documents.

“Transactions” means the transactions provided for in, or contemplated by, the Transaction Documents.

“Trustee” means the party named as such above until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder (or any successor thereto).

“Unrestricted Notes Certificate” means a certificate substantially in the form set forth in Exhibit C.

“U.S. Government Obligation” means:

(1)any security which is a direct obligation of the United States of America the payment of which the full faith and credit of the United States of America is pledged or an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, which, in either case, is not callable or redeemable at the option of the issuer thereof; and

(2)any depository receipt issued by a bank (as defined in the Securities Act) as custodian with respect to any U.S. Government Obligation and held by such bank for the account of the holder of such depository receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held; provided,that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depository receipt.

“U.S. Person” has the meaning specified in Regulation S.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)the sum of the products obtained by multiplying (A) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (B) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by

(2)the then outstanding principal amount of such Indebtedness.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person all of the outstanding Capital Stock of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person (or any combination thereof).

SECTION 1.02OTHER DEFINITIONS.

Term	Defined in Section
“Affiliate Transaction”		5.11
“Asset Sale”		5.10
“Change of Control Offer”		5.14
“Change of Control Payment”		5.14
“Change of Control Payment Date”		5.14
“Company”		Preamble
“Covenant Defeasance”		9.03
“Current Accretion Amount”		2.03(5)
“Custodian”		7.01
“Default Amount”		7.02
“Default Interest”		2.03(1)
“Event of Default”		7.01

“Excess Proceeds”	5.10
“Exchange Subordinated Notes”	Preamble
“incur”	5.09
“Incurrence Date”	5.09
“Interest Accrual Date”	2.03
“Interest Payment Date”	2.03
“Legal Defeasance”	9.02
“Notes Payment”	11.02
“Notes Register”	2.05
“Notice of Default”	7.01
“Offer Amount”	3.10
“Offer Period”	3.10
“Paying Agent”	2.05
“Payment Blockage Period”	11.03
“Payment Default”	7.01
“PIK Notes”	2.03(1)
“PIK Payment”	2.03(1)
“Proceeding”	11.02
“Purchase Date”	3.10
“Registrar”	2.05
“Restricted Payments”	5.07
“Senior Nonmonetary Default”	11.03
“Senior Payment Default”	11.03
“Special Mandatory Redemption”	2.03(7)
“Subordinated Notes”	Preamble
“Successor Company”	6.01
“Trustee”	Preamble

SECTION 1.03INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.  All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

SECTION 1.04RULES OF CONSTRUCTION.

Unless the context otherwise requires:

(1)a term has the meaning assigned to it;

(2)an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)“or” is not exclusive;

(4)words in the singular include the plural, and in the plural include the singular;

(5)provisions apply to successive events and transactions;

(6)references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(7)references to any statute, law or regulation shall be deemed to refer to the same as from time to time amended and in effect and to any successor statute, law or regulation; and

(8)whenever any provision of this Indenture or any Note refers to payments of or on “the principal of (or Default Amount in respect thereof)” or words to a similar effect, such reference shall be deemed to refer to (i) in the case of any redemption or repurchase of the Notes, the Current Accretion Amount, (ii) in the case of any declaration of the Notes to be due and payable (other than by a redemption or repurchase), the Default Amount of the Notes and (iii) in any other case, the principal amount of the Notes.

ARTICLE 2

THE NOTES

SECTION 2.01FORMS OF NOTES.

The Notes and the Trustee’s certificates of authentication shall be in substantially the form set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable law or the rules of any securities exchange or as may, consistent herewith, be determined by the officers executing such Notes, as evidenced by their execution thereof.

The certificated Notes shall be printed, lithographed or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Each Note shall be dated the date of its authentication.  The Notes shall be issued in minimum denominations of $1,000, except that PIK Notes may be issued in smaller denominations.  The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Upon their original issuance, Rule 144A Notes shall be issued in the form of one or more Global Notes registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct).  Such Global Notes, together with their Successor Notes which are Global Notes other than the Regulation S Global Note, are collectively herein called the “Restricted Global Note.” Upon their original issuance, Initial Regulation S Notes shall be issued in the form of one or more Global Notes registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct); provided, that upon such deposit all such Notes shall be credited to or through accounts maintained at DTC by or on behalf of Euroclear or Clearstream.  Such Global Notes, together with their Successor Notes which are Global Notes other than the Restricted Global Note, are collectively herein called the “Regulation S Global Note.”

Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect issuances of PIK Notes, exchanges and redemptions.  Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.08 hereof.

The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream (or, in each case, the equivalent documents setting forth the procedures of Euroclear and Clearstream) shall be applicable to the transfer of beneficial interests in the Regulation S Global Note that are held by the Agent Members through Euroclear or Clearstream.

Except as set forth in Section 2.08 hereof, the Global Notes may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Agent Members shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as custodian for the Depositary or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Note.

SECTION 2.02FORM OF FACE OF NOTE

[If the Note is a Global Note, then insert—THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

[If the Note is a Global Note and DTC is to be the Depositary therefor, then insert—UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[If the Note is a Restricted Note, then insert—THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.]

[If the Note is a Regulation S Note, then insert—THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS.  TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.]

The following information is provided pursuant to Treas. Reg. Section 1.1275-3:

This debt instrument is issued at original issue discount.

Gerald McAllister (610) 640-5903, as representative of the Company, will make available on request to holder(s) of this debt instrument the following information:  issue price, amount of original issue discount, issue date and yield to maturity.

13.95% SENIOR SUBORDINATED NOTES DUE 2012

CUSIP               

No.

$                

DFG HOLDINGS, INC.

promises to pay to

or registered assigns,

the principal sum of

                         Dollars on May 15, 2012.

Interest Payment Dates: May 15 and November 15

Record Dates: May 1 and November 1

IN WITNESS WHEREOF, DFG HOLDINGS, INC. has caused this instrument to be signed manually or by facsimile by its duly authorized officer.

Dated:
	DFG HOLDINGS, INC.
	By:
		Name:
		Title:

This is one of the Notes
referred to in the
within-mentioned Indenture:

U.S. BANK NATIONAL ASSOCIATION

as Trustee

By:

SECTION 2.03FORM OF REVERSE OF NOTE

(1)INTEREST.  DFG Holdings, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 13.95% per annum from [                   ] until maturity and shall pay the Liquidated Damages payable pursuant to Section 2(c) of the Registration Rights Agreement referred to below.  The Company will pay interest and Liquidated Damages semi-annually in arrears on May 15 and November 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”).  Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided, that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be [                 ].  On any Interest Payment Date on or prior to November 15, 2008 (each, an “Interest Accrual Date”), the Company, at its option, shall have the right to pay all or a portion of interest payable on this Note for the period ended on such Interest Accrual Date through the issuance of additional 13.95% Senior Subordinated Notes Due 2012 (the “PIK Notes”), each dated the date of the issuance thereof, with a principal amount equal to the amount of interest so paid (“PIK Payment”).  If a default in the payment when due of interest on, principal of, or premium, if any, on this Note or if an Event of Default has occurred and is continuing, then in each case the principal amount of this Note will accrue interest (“Default Interest”) at 2% per annum plus the stated interest rate on this Note until such time as no such default or such Event of Default shall be continuing (to the extent that the payment of such interest shall be legally enforceable).  Default Interest on principal shall be payable in cash on demand.  Any Default Interest on principal that is not paid on demand shall bear interest (which shall also be payable in cash on demand) at 2% per annum plus the stated interest rate on this Note (to the extent that the payment of such interest is legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment.  Interest will be computed on the basis of a 360-day year of twelve 30-day months.

(2)METHOD OF PAYMENT.  The Company will pay interest on the Notes (except defaulted interest) and Liquidated Damages, if any, to the Persons who are registered Holders of Notes at the close of business on May 1 or November 1 next preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.14 of the Indenture with respect to defaulted interest.  The Notes will be payable as to principal, premium, if any, interest (except interest to be paid by PIK Payments) and Liquidated Damages, if any, at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, by check mailed to the Holders at their addresses set forth in the register of Holders; provided, that all payments with respect to Global Notes the Holders of which have given wire transfer instructions to the Company will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.  If on any Interest Accrual Date the Company has elected to make a PIK Payment, the applicable installment of interest shall be considered paid on the date it is due if the Trustee or Paying Agent holds on that date any combination of money in immediately available funds and fully issued and authenticated PIK Notes in a combined aggregate amount equal to the amount of the installment of interest that is due and payable on such Interest Payment Date.  The Company shall pay all Liquidated Damages, if any, in the manner, on the dates and in the amounts set forth in the Registration Rights Agreement.

(3)PAYING AGENT AND REGISTRAR.  Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar.  The Company may change any

Paying Agent or Registrar without notice to any Holder.  The Company or any of its Subsidiaries may act in any such capacity.

(4)INDENTURE.  This Note is one of a duly authorized issue of Notes of the Company designated as 13.95% Senior Subordinated Notes due 2012 limited (except as provided in the Indenture referred to below) in aggregate principal amount to the sum of (x) $49,351,422 and (y) the aggregate principal amount of PIK Notes issued as PIK Payments after the Closing Date and prior to the date of calculation.  The Company issued the Notes under an Indenture dated as of November 13, 2003 (the “Indenture”) between the Company and the Trustee.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C.  §§ 77aaa-77bbbb).  The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.  All capitalized terms which are defined in the Indenture and used in this Note without other definition shall have the meanings assigned to them in the Indenture.

(5)OPTIONAL REDEMPTION.  The Notes will be subject to redemption at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days’ prior written notice, at the redemption prices (expressed as percentages of the sum (the “Current Accretion Amount”) of (x) the principal amount being redeemed plus (y) all accrued and unpaid interest to the redemption date that is permitted to be paid through the issuance of the PIK Notes on the next succeeding Interest Payment Date (such principal amount and accrued interest to be computed for actual days elapsed to the redemption date)) if redeemed during the twelve-month period beginning January 1 of the years indicated below:

YEAR	PERCENTAGE
From the Closing Date through December 31, 2005	100.000	%
2006	112.500	%
2007	110.000	%
2008	107.500	%
2009	105.000	%
2010	102.500	%
2011 and thereafter	100.000	%

, together in the case of any such redemption with accrued and unpaid interest that is required to be paid in cash on the next succeeding Interest Payment Date (such accrued interest to be computed for actual days elapsed to the redemption date) and Liquidated Damages, if any, thereon to the applicable redemption date.

(6)MANDATORY REDEMPTION; OFFERS TO PURCHASE; OPEN MARKET PURCHASES.  Except as set forth in paragraph 7 below, the Company shall not be required to make mandatory redemption or sinking fund payments or offers to purchase with respect to the Notes.  The Company may at any time and from time to time purchase Notes in the open market or otherwise.

(7)REPURCHASE AT OPTION OF HOLDER.  Upon the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or a multiple thereof) of each Holder’s Notes at an offer price in cash equal to 101% of the Current Accretion Amount thereof, plus accrued and unpaid interest that is required to be paid in cash on the next Interest Payment Date and Liquidated Damages, if any, thereon to the Change of Control Payment Date (the “Change of Control Payment”).  Within 25 days following any Change of Control, the Company shall mail a notice to each Holder with a copy to the Trustee setting forth the procedures governing the Change of Control Offer as required by Section 5.14 of the Indenture.

When the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall make an Asset Sale Offer pursuant to Section 3.10 of the Indenture to all Holders and all holders of Company Senior Notes to purchase the maximum principal amount of Notes and Company Senior Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in Section 3.10 of the Indenture and the Company Senior Note Documents.  To the extent that the aggregate amount of Notes and Company Senior Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes.  If the aggregate principal amount of Notes and Company Senior Notes surrendered by Holders and holders of Company Senior Notes, respectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Company Senior Notes to be purchased on a pro rata basis.  Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero.  Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase.”

If the aggregate amount which would be includible in gross income for federal income tax purposes with respect to the Notes before any Interest Payment Date occurring after the fifth (5^th) anniversary of the Closing Date (the “Aggregate Inclusion”) exceeds an amount equal to the sum of (x) the aggregate amount of interest paid in cash under the Notes before such Interest Payment Date and (y) the product of the issue price of all of the Notes (as determined under United States Treasury Regulation Section 1.1273-2(a)) multiplied by 14.44% (the sum of (x) and (y), the “Adjusted Actual Payment”), the Company shall, on such Interest Payment Date, make a mandatory redemption (any such redemption a “Special Mandatory Redemption”) on the Notes, with the premium calculated in accordance with Paragraph 5 of the reverse of this Note, to the extent that the Aggregate Inclusion exceeds the Adjusted Actual Payment.

(8)NOTICE OF REDEMPTION.  Notice of redemption shall be mailed by first class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address.  Notes in denominations larger than $1,000 may be redeemed in part but only in multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed.  Notices of redemption may not be conditional.  On and after the redemption date, unless the Company defaults in the payment of the redemption price, interest and Liquidated Damages, if any, will cease to accrue on the principal amount of the Notes or portions of them called for redemption.

(9)SUBORDINATION.  The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto.  Each Holder of this Note, by accepting the same, agrees to and shall be bound by such provisions.

(10)DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered form without coupons in minimum denominations of $1,000, except that PIK Notes may be issued in smaller denominations.  The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  The Company is not required to transfer or exchange any Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.  Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

(11)PERSONS DEEMED OWNERS.  The registered Holder of a Note may be treated as its owner for all purposes.

(12)AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes.  Without the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s obligations to Holders in the case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder or to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act.

(13)DEFAULTS AND REMEDIES.  Events of Default include: (i) default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, the Notes; (ii) default in payment when due of the principal of, or premium, if any, on, the Notes; (iii) failure by the Company to comply with the provisions of Sections 3.10, 5.07 through 5.12 inclusive, 5.14 through 5.17, inclusive, or Article 6 of the Indenture; (iv) failure to observe or perform any other covenant or agreement of the Company under the Indenture, the Notes or other Transaction Documents continued for 30 days after written notice to the Company by the Trustee or any Holder; (v) material breach of representations and warranties contained in the Transaction Documents; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Subsidiaries (or the payment of which is Guaranteed by the Company or any of its Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of the Indenture, which default (A) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness on or prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or (B) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $5.0 million or more; (vii) failure by the Company or any of its Subsidiaries to pay final judgments or arbitration awards which are non-appealable aggregating in excess of $5.0 million, which judgments and arbitration awards are not paid, discharged or stayed for a period of 60 days; and (viii) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary.

If any Event of Default occurs and is continuing, the Trustee or the Holders of (a) more than 50% in principal amount of the Notes at the time outstanding until the earlier of (i) the Exchange Offer having been consummated by the Company or (ii) a registration statement permitting the resales of the Notes having been declared effective by the SEC and (b) thereafter, 25% or more in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.  Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice.  Holders may not enforce the Indenture or the Notes except as provided in the Indenture.  Subject to certain limitations, Holders of at least a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default

relating to the payment of principal, premium, if any, interest or Liquidated Damages, if any) if it determines that withholding notice is in their interest.

The Holders of at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except (a) a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Liquidated Damages, if any on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration) or (b) in respect of a covenant or provision hereof which under Section 10.02 cannot be modified or amended without the consent of the Holder of each outstanding Note.

The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

(14)TRUSTEE DEALINGS WITH COMPANY.  The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise.  The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

(15)NO RECOURSE AGAINST OTHERS.  No director, officer, employee, incorporator or stockholder of the Company, as such, shall have any liability for any obligations of the Company under the Notes, the Indenture or the Registration Rights Agreement for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder 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.

(16)AUTHENTICATION.  This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(17)ABBREVIATIONS.  Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(18)ADDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED SECURITIES.  In addition to the rights provided to Holders under the Indenture, Holders of Transferred Restricted Securities (as defined in the Registration Rights Agreement) shall have all the rights set forth in the Registration Rights Agreement.

(19)CUSIP NUMBERS.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement.  Requests may be made to:

DFG HOLDINGS, INC.

1436 Lancaster Avenue
Berwyn, Pennsylvania 19312

Attention:  Chief Financial Officer

ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to

(Insert assignee’s soc.  sec.  or tax I.D.  no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                       to transfer this Note on the books of the Company.  The agent may substitute another to act for him.

Date:
	Your Signature:
	(Sign exactly as your name appears on the face of this Note)
	Signature Guarantee:*

*Participant in Recognized Signature Medallion Program (or other signature guarantor acceptable to Trustee).

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 3.10 or 5.14 of the Indenture, check the box below:

o Section 3.10                                  o Section 5.14

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 3.10 or Section 5.14 of the Indenture, state the amount you elect to have purchased: $                        

Date:	Your Signature:
	(Sign exactly as your name appears on this Note)
	Tax Identification No.:
	Signature Guarantee:*

*Participant in Recognized Signature Medallion Program (or other signature guarantor acceptable to Trustee).

[If the note is a Global Note, then insert—SCHEDULE OF EXCHANGES FOR CERTIFICATED NOTE OR ANOTHER GLOBAL NOTE

The following exchanges of a part of this Global Note for certificated Notes or another Global Note have been made:

Date of
Exchange Amount of decrease
in Principal Amount
of this Global Note Amount of increase
in Principal Amount
of this Global Note Principal Amount of
this Global Note
following such
decrease (or increase) Signature of
authorized officers
of Trustee or Note
Custodian]

SECTION 2.04EXECUTION AND AUTHENTICATION.

The Notes shall be executed on behalf of the Company by one of its Officers.  The signature of any Officer on the Notes may be manual or facsimile.

Notes bearing the manual or facsimile signature of an individual who was at any time an Officer of the Company shall bind the Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes.

A Note shall not be valid until authenticated by the manual signature of the Trustee.  The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company Order shall authenticate and deliver such Notes as in this Indenture provided and not otherwise.  The Company Order shall specify the amount of Notes to be authenticated, the date on which the Notes shall be authenticated and the aggregate principal amount of Notes outstanding on the date of authentication.  The aggregate principal amount of Notes outstanding at any time may not exceed the sum of (x) $49,351,422 and (y) the aggregate amount of PIK Notes issued from time to time after the Closing Date equal to the aggregate amount of PIK Payments theretofore made, except as provided in Section 2.09.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes.  An authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company.

Each Note shall be dated the date of its authentication.  The Subordinated Notes shall be originally dated and authenticated as of November 13, 2003.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

SECTION 2.05  REGISTRAR AND PAYING AGENT.

The Company shall maintain an office or agency where the Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where the Notes may be presented for payment (“Paying Agent”).  The Registrar shall keep a register of the Notes (the “Notes Register”) and of their transfer and exchange.  Such Notes Register shall distinguish between Subordinated Notes and Exchange Subordinated Notes.  The Company may appoint one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.  The Company may change any Paying Agent or Registrar without notice to any Holder.  The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture.  If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such.  The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

The Company initially appoints DTC to act as Depositary with respect to the Global Notes.

The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Note Custodian with respect to the Global Notes.

SECTION 2.06  PAYING AGENT TO HOLD MONEY IN TRUST.

The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, interest or Liquidated Damages, if any, on the Notes, and will promptly notify the Trustee of any default by the Company in making any such payment.  While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.  The Company at any time may require a Paying Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money.  If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.  Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.07  HOLDER LISTS.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven (7) Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require, of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA § 312(a).

SECTION 2.08  REGISTRATION; TRANSFER AND EXCHANGE GENERALLY; CERTAIN TRANSFERS AND EXCHANGES; SECURITIES ACT LEGENDS.

(a)Transfer and Exchange of Global Notes.  The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture and the Applicable Procedures, which shall include restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act.  Beneficial interests in a Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Global Note in accordance with the transfer restrictions set forth in the Note.  Transfers of beneficial interests in

the Global Notes to Persons required to take delivery thereof in the form of an interest in another Global Note shall be permitted as follows:

(i)Restricted Global Note to Regulation S Global Note.  If the owner of a beneficial interest in the Restricted Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer may be effected only in accordance with the provisions of this subsection (a)(i) and subsection (a)(v) below and subject to the Applicable Procedures.  Upon receipt by the Trustee, as Registrar, of (A) an order given by the Depositary or its authorized representative directing that a beneficial interest in the Regulation S Global Note in a specified principal amount be credited to a specified Agent Member’s account and that a beneficial interest in the Restricted Global Note in an equal principal amount be debited from another specified Agent Member’s account and (B) a Regulation S Certificate, in the form of Exhibit A hereto, duly executed by the owner of such beneficial interest in the Restricted Global Note or his attorney duly authorized in writing, the Trustee, as Registrar but subject to subsection (a)(v) below, shall reduce the principal amount of the Restricted Global Note and increase the principal amount of the Regulation S Global Note by such specified principal amount.

(ii)Regulation S Global Note to Restricted Global Note.  If the owner of a beneficial interest in the Regulation S Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this subsection (a)(ii) and subject to the Applicable Procedures.  Upon receipt by the Trustee, as Registrar, of (A) an order given by the Depositary or its authorized representative directing that a beneficial interest in the Restricted Global Note in a specified principal amount be credited to a specified Agent Member’s account and that a beneficial interest in the Regulation S Global Note in an equal principal amount be debited from another specified Agent Member’s account and (B) if such transfer is to occur during the Restricted Period, a Restricted Notes Certificate, in the form of Exhibit B hereto, duly executed by the owner of such beneficial interest in the Regulation S Global Note or his attorney duly authorized in writing, the Trustee, as Registrar, shall reduce the principal amount of the Regulation S Global Note and increase the principal amount of the Restricted Global Note by such specified principal amount.

(iii)Restricted Non-Global Note to Restricted Global Note or Regulation S Global Note.  If the Holder of a Restricted Note (other than a Global Note) wishes at any time to transfer all or any portion of such Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note or the Regulation S Global Note, such transfer may be effected only in accordance with the provisions of this subsection (a)(iii) and subsection (a)(v) below and subject to the Applicable Procedures.  Upon receipt by the Trustee, as Registrar, of (A) such Note and instructions satisfactory to the Trustee directing that a beneficial interest in the Restricted Global Note or Regulation S Global Note in a specified principal amount not greater than the principal amount of such Note be credited to a specified Agent Member’s account and (B) a Restricted Notes Certificate, if the specified account is to be credited with a beneficial interest in the Restricted Global Note, or a Regulation S Certificate, if the specified account is to be credited with a beneficial interest in the Regulation S Global Note, in either case satisfactory to the Trustee and duly executed by such Holder or his attorney duly authorized in writing, the Trustee, as Registrar, but subject to subsection (a)(v) below, shall cancel such Note (and issue a new Note in respect of any untransferred portion thereof) and increase the principal amount of the Restricted Global Note or the Regulation S Global Note, as the case may be, by the specified principal amount.

(iv)Regulation S Non-Global Note to Restricted Global Note or Regulation S Global Note.  If the Holder of a Regulation S Note (other than a Global Note) wishes at any time to transfer all or any portion of such Note to a Person who wishes to take delivery thereof in the form of a

beneficial interest in the Restricted Global Note or the Regulation S Global Note, such transfer may be effected only in accordance with this subsection (a)(iv) and subsection (a)(v) below and subject to the Applicable Procedures.  Upon receipt by the Trustee, as Registrar, of (A) such Note and instructions satisfactory to the Trustee directing that a beneficial interest in the Restricted Global Note or Regulation S Global Note in a specified principal amount not greater than the principal amount of such Note be credited to a specified Agent Member’s account and (B) if the transfer is to occur during the Restricted Period and the specified account is to be credited with a beneficial interest in the Restricted Global Note, a Restricted Notes Certificate, duly executed by such Holder or his attorney duly authorized in writing, the Trustee, as Registrar, but subject to subsection (a)(v) below, shall cancel such Note (and issue a new Note in respect of any untransferred portion thereof) and increase the principal amount of the Restricted Global Note or the Regulation S Global Note, as the case may be, by the specified principal amount.

(v)Regulation S Global Note to be Held Through Euroclear or Clearstream during Restricted Period.  The Company shall use its best efforts to cause the Depositary to ensure that, until the expiration of the Restricted Period, beneficial interests in the Regulation S Global Note may be held only in or through accounts maintained at the Depositary by Euroclear or Clearstream (or by Agent Members acting for the account thereof), and no person shall be entitled to effect any transfer or exchange that would result in any such interest being held otherwise than in or through such an account; provided, that this subsection (a)(v) shall not prohibit any transfer or exchange of such an interest in accordance with subsection (a)(ii) above or (c) below.

(b)Transfer and Exchange of Certificated Notes.  When certificated Notes are presented by a Holder to the Registrar with a request:

(x)to register the transfer of the certificated Notes; or

(y)to exchange such certificated Notes for an equal principal amount of certificated Notes of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested; provided, however, that the certificated Notes presented or surrendered for register of transfer or exchange:

(i)shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney, duly authorized in writing; and

(ii)if the Note is to be transferred in whole or in part and is a Restricted Note, or is a Regulation S Note and the transfer is to occur during the Restricted Period, then the Trustee shall have received (A) a Restricted Notes Certificate, duly executed by the transferor Holder or his attorney duly authorized in writing, in which case the transferee Holder shall take delivery in the form of a Restricted Note, or (B) a Regulation S Certificate, satisfactory to the Trustee and duly executed by the transferor Holder or his attorney duly authorized in writing, in which case the transferee Holder shall take delivery in the form of a Regulation S Note (subject in each case to Section 2.08(f)).

(c)Transfer of a Beneficial Interest in a Restricted Global Note or Regulation S Global Note for a Certificated Note.

(i)Any Person having a beneficial interest in a Restricted Global Note or Regulation S Global Note may upon request, subject to the Applicable Procedures, exchange such beneficial interest for a certificated Note.  Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depositary (or Euroclear or Clearstream, if applicable),

from the Depositary or its nominee on behalf of any Person having a beneficial interest in a Restricted Global Note or Regulation S Global Note; provided, that if such interest is a beneficial interest in the Restricted Global Note, or if such interest is a beneficial interest in the Regulation S Global Note and such exchange is to occur during the Restricted Period, then such interest shall be exchanged for a Restricted Note (subject in each case to Section 2.08(f));

(ii)in which case the Trustee or the Note Custodian, at the direction of the Trustee, shall, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, cause the aggregate principal amount of Restricted Global Note or Regulation S Global Note, as applicable, to be reduced accordingly and, following such reduction, the Company shall execute and, the Trustee shall authenticate and deliver to the transferee a certificated Note in the appropriate principal amount.

(iii)Certificated Notes issued in exchange for a beneficial interest in a Restricted Global Note or Regulation S Global Note, as applicable, pursuant to this subsection (c) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its Agent Members or otherwise, shall instruct the Trustee.  The Trustee shall deliver such certificated Notes to the Persons in whose names such Notes are so registered.  Following any such issuance of certificated Notes, the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Global Note to reflect the transfer.

(d)Restrictions on Transfer and Exchange of Global Notes.  Notwithstanding any other provision of this Indenture (other than the provisions set forth in subsection (e) of this Section 2.08), a Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

(e)Authentication of Certificated Notes in Absence of Depositary.  If at any time:

(i)the Depositary (a) notifies the Company that the Depositary is unwilling or unable to continue as Depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary for the Global Notes is not appointed by the Company within 90 days thereafter;

(ii)the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of certificated Notes under this Indenture; or

(iii)there has occurred and is continuing a Default or Event of Default with respect to the Notes, then the Company shall execute, and the Trustee shall, upon receipt of an authentication order in accordance with Section 2.04 hereof, authenticate and deliver, certificated Notes in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes.

(f)Securities Act Legends.  Rule 144A Notes and their Successor Notes shall bear a Restricted Notes Legend, and Initial Regulation S Notes and their Successor Notes shall bear a Regulation S Legend, subject to the following:

(i)subject to the following subsections of this Section 2.08(f), a Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Note or any portion thereof shall bear the Securities Act Legend borne by such Global Note while represented thereby;

(ii)subject to the following subsections of this Section 2.08(f), a new Note which is not a Global Note and is issued in exchange for another Note (including a Global Note) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Note; provided, that if such new Note is required pursuant to Section 2.08(b) or (c) to be issued in the form of a Restricted Note, it shall bear a Restricted Notes Legend and, if such new Note is so required to be issued in the form of a Regulation S Note, it shall bear a Regulation S Legend;

(iii)Registered Notes shall not bear a Securities Act Legend;

(iv)at any time after the Notes may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Note (other than a Global Note) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Notes Certificate, in the form of Exhibit C hereto, duly executed by the Holder of such legended Note or his attorney duly authorized in writing, and after such date and receipt of such certificate, at the direction of the Company, the Trustee shall authenticate and deliver such a new Note in exchange for or in lieu of such other Note;

(v)a new Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Note (other than a Global Note) or any portion thereof which bears such a legend if, in the Company’s judgment, placing such a legend upon such new Note is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the Company, shall authenticate and deliver such a new Note; and

(vi)notwithstanding the foregoing provisions of this Section 2.08(f), a Successor Note of a Note that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Note is a “restricted note” within the meaning of Rule 144, in which case the Trustee, at the direction of the Company, shall authenticate and deliver a new Note bearing a Restricted Notes Legend in exchange for such Successor Note.

(g)Cancellation and/or Adjustment of Global Notes.  At such time as all beneficial interests in the Global Notes have been exchanged for certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.13 hereof.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for certificated Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or the Notes Custodian, at the direction of the Trustee, to reflect such reduction.

(h)General Provisions Relating to Transfers and Exchanges.

(i)To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate certificated Notes and Global Notes at the Registrar’s request.

(ii)No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.12, 3.06, 3.10, 5.14 and 10.05 hereto).

(iii)All certificated Notes and Global Notes issued upon any registration of transfer or exchange of certificated Notes or Global Notes shall be the valid obligations of the Company, evidencing the same debt (except for the differences between the Exchange Subordinated Notes and the Subordinated Notes provided for herein) and entitled to the same benefits under this Indenture, as the certificated Notes or Global Notes surrendered upon such registration of transfer or exchange.

(iv)The Company shall not be required:

(A)to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; or

(B)to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

(C)to register the transfer of or to exchange any Note between a record date and the immediately following interest payment date.

(v)Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, interest and Liquidated Damages, if any, on such Notes, and neither the Trustee, any Agent nor the Company shall be affected by notice to the contrary.

(vi)The Trustee shall authenticate certificated Notes and Global Notes in accordance with the provisions of Section 2.04 hereof.

(vii)The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(viii)Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary.

SECTION 2.09  REPLACEMENT NOTES.

If any mutilated Note is surrendered to the Trustee, or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon the written order of the Company signed by two Officers of the Company, shall authenticate a replacement Note if the Trustee’s requirements are met.  If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced.  The Company may charge for its expenses in replacing a Note.

Every replacement Note is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

SECTION 2.10  OUTSTANDING NOTES.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding.  Except as set forth in Section 2.11 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.

If a Note is replaced pursuant to Section 2.09 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 5.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

SECTION 2.11  TREASURY NOTES.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company (excluding any Purchasers), shall be considered as though not outstanding, except that, for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned shall be so disregarded.

SECTION 2.12  TEMPORARY NOTES.

Until certificated Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes upon a written order of the Company signed by two Officers of the Company.  Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee.  Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate certificated Notes in exchange for temporary Notes.

Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

SECTION 2.13  CANCELLATION.

The Company at any time may deliver Notes to the Trustee for cancellation.  The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.  The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act).  Certification of the destruction of all cancelled Notes shall be delivered to the Company.  The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

SECTION 2.14  DEFAULTED INTEREST.

If the Company defaults in a payment of interest (including Default Interest, if any, and Liquidated Damages, if any) on the Notes, it shall pay the defaulted interest in cash (including Default Interest, if any, and Liquidated Damages, if any) in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest (including Default Interest, if any, and Liquidated Damages, if any), to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Sections 5.01 and 7.03 hereof.  The Company shall notify the Trustee in writing of the amount of defaulted interest (including Default Interest, if any, and Liquidated Damages, if any) proposed to be paid on each Note and the date of the proposed payment.  The Company shall fix or cause to be fixed each such special record date and payment date; provided,that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest.  At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

ARTICLE 3
REDEMPTION AND PREPAYMENT

SECTION 3.01  NOTICES TO TRUSTEE.

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof or if the Company is obligated to effect a Special Mandatory Redemption pursuant to Section 3.09(a) hereof, in each such case, it shall furnish to the Trustee, at least 45 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth (i) the subsection of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price.  The Trustee shall not be required to perform any calculations in connection with any Special Mandatory Redemption and shall be entitled to rely exclusively on the written notice delivered to the Trustee by the Company.

SECTION 3.02  SELECTION OF NOTES TO BE REDEEMED.

If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption shall be made by the Trustee on a pro rata basis and in any event in compliance with the requirements of the principal national securities exchange, if any, on which the Notes may be listed; provided, that no Notes of $1,000 or less shall be redeemed in part.

The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed.  Notes and portions of Notes selected shall be in amounts of $1,000 or multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed.  A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note.  On and after the redemption date, unless the Company defaults in the payment of the redemption price, interest and Liquidated Damages, if any, will cease to accrue on the principal amount of the Notes or portions of them called for redemption.  Except as provided in this Section 3.02, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

SECTION 3.03  NOTICE OF REDEMPTION.

Subject to the provisions of Section 3.10 hereof, at least 30 but not more than 60 days before the redemption date, the Company shall mail or caused to be mailed, by first class mail, a notice of redemption to each Holder of Notes whose Notes are to be redeemed at its registered address.

The notice shall identify the Notes to be redeemed and shall state:

(a)the redemption date;

(b)the redemption price;

(c)if any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

(d)the name and address of the Paying Agent;

(e)that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f)that, unless the Company defaults in making such redemption payment, interest and Liquidated Damages, if any, on Notes called for redemption ceases to accrue on and after the redemption date;

(g)the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(h)the CUSIP number; provided, that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

SECTION 3.04  EFFECT OF NOTICE OF REDEMPTION.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price.  A notice of redemption may not be conditional.

SECTION 3.05  DEPOSIT OF REDEMPTION PRICE.

One Business Day prior to the redemption date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of, Liquidated Damages, if any, and accrued interest on all Notes to be redeemed on that date.  The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, Liquidated Damages, if any, and accrued interest on all Notes to be redeemed.

If the Company complies with the provisions of the preceding paragraph, on and after the redemption date, interest and Liquidated Damages, if any, shall cease to accrue on the Notes or the portions of Notes called for redemption.  If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date.  If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Sections 5.01 and 7.03 hereof.

SECTION 3.06  NOTES REDEEMED IN PART.

Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon the Company’s written request, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

SECTION 3.07  OPTIONAL REDEMPTION.

The Company shall not have the option to redeem the Notes prior to November 13, 2003.  Thereafter, the Notes will be subject to redemption at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days’ prior written notice, at the redemption prices (expressed as percentages of the sum (the “Current Accretion Amount”) of (x) the principal amount being redeemed plus (y) all accrued and unpaid interest to the redemption date that is permitted to be paid through the issuance of the PIK Notes on the next succeeding Interest Payment Date (such principal amount and accrued interest to be computed for actual days elapsed to the redemption date)) if redeemed during the twelve-month period beginning on January 1 of the years indicated below:

YEAR	PERCENTAGE
From the Closing Date through December 31, 2005	100.000	%
2006	112.500	%
2007	110.000	%
2008	107.500	%
2009	105.000	%
2010	102.500	%
2011 and thereafter	100.000	%

, together in the case of any such redemption with accrued and unpaid interest that is required to be paid in cash on the next succeeding Interest Payment Date (such accrued interest to be computed for actual days elapsed to the redemption date) and Liquidated Damages,  if any, thereon to the applicable redemption date

SECTION 3.08  APPLICATION OF REDEMPTION PAYMENTS.

The Company may not deliver a notice of redemption pursuant to Section 3.03 unless, concurrently therewith, a similar notice of redemption is delivered to the holders of the Company Senior Notes calling for a redemption of the same percentage  of the Company Senior Notes as the notice of redemption delivered pursuant to Section 3.03; provided, however, that to the extent any holder of the Company Senior Notes exercises its right with respect to any optional redemption pursuant to Section 3.08 of the Company Senior Note Indenture to decline the redemption of all or a portion of the Company Senior Notes then held by such holder (a notice of which shall be given by the Company to the

Holders and the Trustee within five (5) Business Days prior to the relevant redemption date) the aggregate amount so declined shall be applied to the redemption of the Notes.

SECTION 3.09  MANDATORY REDEMPTION; OFFERS TO PURCHASE; OPEN MARKET PURCHASES.

(a)If the aggregate amount which would be includible in gross income for federal income tax purposes with respect to the Notes before any Interest Payment Date occurring after the fifth (5^th) anniversary of the Closing Date (the “Aggregate Inclusion”) exceeds an amount equal to the sum of (x) the aggregate amount of interest paid in cash under the Notes before such Interest Payment Date and (y) the product of the issue price of all of the Notes (as determined under United States Treasury Regulation Section 1.1273-2(a)) multiplied by 14.44% (the sum of (x) and (y), the “Adjusted Actual Payment”), the Company shall, on such Interest Payment Date, make a mandatory redemption (any such redemption a “Special Mandatory Redemption”) on the Notes, with the premium calculated in accordance with Paragraph 5 of the reverse of this Note, to the extent that the Aggregate Inclusion exceeds the Adjusted Actual Payment.

(b)Except as set forth in Sections 3.09(a), 3.10 and 5.14 hereof, the Company shall not be required to make mandatory redemption or sinking fund payments or offers to purchase with respect to the Notes.  The Company may at any time and from time to time purchase Notes in the open market or otherwise.

SECTION 3.10  OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

In the event that, pursuant to Section 5.10 hereof, the Company shall be required to commence an offer to all Holders of Notes and all holders of Company Senior Notes to purchase Notes and Company Senior Notes (an “Asset Sale Offer”), it shall follow the procedures specified in this Section 3.10.

The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”).  No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes and Company Senior Notes required to be purchased pursuant to Section 5.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes and Company Senior Notes tendered in response to the Asset Sale Offer.  Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

If the Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes tendered and purchased pursuant to the Asset Sale Offer.

Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee.  The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer.  The Asset Sale Offer shall be made to all Holders.  The notice, which shall govern the terms of the Asset Sale Offer, shall state:

(a)that the Asset Sale Offer is being made pursuant to this Section 3.10 and Section 5.10 hereof to Holders of Notes and holders of Company Senior Notes and the length of time the Asset Sale Offer shall remain open;

(b)the Offer Amount, the purchase price and the Purchase Date;

(c)that any Note not tendered or accepted for payment shall continue to accrue interest and Liquidated Damages, if any;

(d)that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest and Liquidated Damages, if any, after the Purchase Date;

(e)that Holders electing to have any Notes purchased pursuant to any Asset Sale Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent or the Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Purchase Date;

(f)that Holders shall be entitled to withdraw their election if the Paying Agent or the Depositary, as applicable, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Note purchased;

(g)that, if the aggregate principal amount of Notes surrendered by Holders and Company Senior Notes surrendered by holders thereof collectively exceeds the Offer Amount, the Company shall select the Notes and Company Senior Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes and Company Senior Notes in denominations of $1,000, or multiples thereof, shall be purchased); and

(h)that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes and Company Senior Notes or portions thereof tendered pursuant to the Asset Sale Offer, or, if less than the Offer Amount has been tendered, all Notes and Company Senior Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.10.  The Paying Agent shall promptly (but in any case not later than five (5) Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount received from the Company equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company shall authenticate and mail (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered.  Any Note not so accepted shall be promptly mailed (or caused to be transferred by book-entry) by the Company to the Holder thereof.  The Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date.

Other than as specifically provided in this Section 3.10, any purchase pursuant to this Section 3.10 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

ARTICLE 4
SATISFACTION AND DISCHARGE

SECTION 4.01  SATISFACTION AND DISCHARGE.

This Indenture shall cease to be of further effect (except Sections 2.06, 2.08, 2.09, 3.07, 5.01, 8.01, 8.02 and 8.07), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when:

(1)either:

(a)the Company will have paid or will have caused to be paid the principal of, premium, if any, interest and Liquidated Damages, if any, as and when the same shall have become due and payable;

(b)all outstanding Notes (other than Notes which have been lost, stolen or destroyed and which have been replaced or paid as provided in Section 2.09) have been delivered to the Trustee for cancellation; or

(c)an irrevocable notice of redemption has been delivered in accordance with Section 3.03 with respect to all outstanding Notes and the Company has made an irrevocable deposit with the Trustee, in trust, of cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent certified public accountants, to pay the principal of, premium, if any, interest and Liquidated Damages, if any, on the outstanding Notes on the applicable redemption date;

(2)the Company has paid or caused to be paid all other sums payable hereunder by the Company; and

(3)the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture pursuant to this Article Four, the obligations of the Company to the Trustee under Section 8.07 and, if money shall have been deposited with the Trustee pursuant to subsection (c) of subsection (1) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 9.05 shall survive.

SECTION 4.02  APPLICATION OF TRUST MONEY.

Subject to the provisions of the last paragraph of Section 9.05, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest (including any Liquidated Damages) for whose payment such money has been deposited with the Trustee.

ARTICLE 5
COVENANTS

SECTION 5.01  PAYMENT OF NOTES.

The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes.  Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m.  Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.  If on any Interest Accrual Date the Company has elected to make a PIK Payment, the applicable installment of interest shall be considered paid on the date it is due if the Trustee or Paying Agent holds on that date any combination of money in immediately available funds and fully issued and authenticated PIK Notes in a combined aggregate amount equal to the amount of the installment of interest that is due and payable on such Interest Accrual Date.  The Company shall pay all Liquidated Damages, if any, in the manner, on the dates and in the amounts set forth in the Registration Rights Agreement.

The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 2% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages (without regard to any applicable grace period) at the same rate to the extent lawful.

SECTION 5.02  MAINTENANCE OF OFFICE OR AGENCY.

The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served.  The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes.  The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee one such office or agency of the Company.

SECTION 5.03  REPORTS.

Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC (to the extent the SEC will accept such filings) and provide the Trustee and the Holders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such annual reports and such information, documents and

other reports to be so filed and provided at the times specified for the filing thereof under such Sections.  In addition, the Company will furnish to the Holders and to prospective investors, upon request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates as provided in Section 5.04).

SECTION 5.04  COMPLIANCE CERTIFICATE.

(a)The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, Liquidated Damages or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

(b)So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 5.03 above shall be accompanied by a written statement of the Company’s independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article Five or Article Six hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.

(c)The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

SECTION 5.05  TAXES.

(a)The Company shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges levied or imposed upon the Company or any of its Subsidiaries or upon the income, profits or property of the Company or any of its Subsidiaries and (ii) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or any of its Subsidiaries; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax,

assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings; provided, that appropriate reserves therefor are established in the Company’s consolidated financial statements in accordance with GAAP.

(b)The Company and Tax Subsidiaries shall timely file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Company for taxable years ending after the Closing Date and shall pay any Taxes due in respect of such Tax Returns.

(c)The Company shall be liable for all transfer taxes arising from the issuance of the Notes.

(d)The obligations of the parties set forth in this Section 5.05 shall be unconditional and absolute and shall remain in effect until the expiration of the relevant statute of limitations.

SECTION 5.06  STAY, EXTENSION AND USURY LAWS.

The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

SECTION 5.07  RESTRICTED PAYMENTS.

The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, (a) declare or pay any dividend or make any other payment or distribution on account of the Company’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) of the Company or dividends or distributions payable to the Company or any Wholly Owned Subsidiary of the Company), (b) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent of the Company or other Affiliate of the Company, (c) make any principal payment on, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except, in the case of any such Indebtedness other than Earn-Out Obligations, at final maturity thereof or (d) make any Restricted Investment (all such payments and other actions set forth in clauses (a) through (d) above being collectively referred to as “Restricted Payments”); provided, however, that the foregoing provisions shall not prohibit (i) any repurchase, redemption or other acquisition or retirement for value by the Company of any Equity Interests of the Company or any Subsidiary of the Company held by any member of the Company’s (or any of its Subsidiaries’) management pursuant to any management equity subscription agreement or stock option agreement; provided, that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $1.0 million in any twelve-month period plus the aggregate cash proceeds received by the Company or any Subsidiary during such twelve-month period from any reissuance of Equity Interests by the Company or any Subsidiary to members of management of the Company and its Subsidiaries plus any proceeds received during such twelve-month period under key man insurance policies with respect to such members of management, (ii) redemption or repurchase of the Holdings Note Shares and/or the Subscription Shares pursuant to the exercise of the Put Option and (iii) any payment, when due, of Earn-out Obligations; provided, that, so long as the

Purchasers own any Notes, the aggregate amount of such payments shall not exceed $1,000,000 in any twelve-month period.

SECTION 5.08  DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.

The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a)(i) pay dividends or make any other distributions to the Company or any of its Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits or (ii) pay any indebtedness owed to the Company or any of its Subsidiaries, (b) make loans or advances to the Company or any of its Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) Existing Indebtedness as in effect on the date of this Indenture, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof; provided, however, that such amendments, modifications, restatements, renewals, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the agreements governing such Indebtedness as in effect on the date of this Indenture, (ii) the Credit Agreement as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings (x) are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Credit Agreement as in effect on the date of this Indenture and (y) contain no restrictions on the ability of (I) DFG to pay dividends or make distributions in an amount sufficient to enable the Company to make payments of interest on the Notes as they become due in cash or (II) the Company to make such payments, (iii)(x) the DFG Senior Notes and the DFG Senior Notes Indenture as in effect on the date of this Indenture, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof; provided, however, that such amendments, modifications, restatements, renewals, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Indebtedness as in effect on the date of this Indenture, (y) this Indenture and the Notes and (z) the Company Senior Notes and the Company Senior Note Indenture as in effect on the date of this Agreement, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof; provided, however, that such amendments, modifications, restatements, renewals, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Indebtedness as in effect on the date of this Indenture, (iv) applicable law, (v) by reason of customary non-assignment provisions in leases, licenses and other agreements entered into in the ordinary course of business and consistent with past practices, (vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (vii) an agreement for the sale or other disposition of all or substantially all of the Equity Interests or assets of a Subsidiary of the Company otherwise permitted by this Indenture that restricts distributions or dispositions of assets by such Subsidiary pending the sale or disposition, (viii) provisions with respect to the disposition or distribution of funds or other property in partnership, joint venture and other similar agreements entered into in the ordinary course of business, (ix) Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of this Section 5.08 that limit the right of the Company or any of its Subsidiaries to dispose of the asset or assets subject to such Lien, (x) to the extent not permitted by the proviso to clause (i) above, Permitted Refinancing Indebtedness; provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (xi) any instrument governing Indebtedness or Capital

Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred.

SECTION 5.09  INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

(a)The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, Guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt) and the Company shall not issue any Disqualified Stock and shall not permit any of its Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and DFG may incur Indebtedness (including Acquired Debt), and the Guarantors may guarantee such Indebtedness of DFG, and the Company and DFG may issue shares of Disqualified Stock, if (i) the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued (in either case, the “Incurrence Date”) would have been at least 1.5 to 1 and (ii) the ratio (the “Debt Ratio”) of (A) the aggregate principal amount of consolidated Indebtedness of the Company and its Subsidiaries outstanding as of the date of the Company’s most recently ended fiscal quarter for which internal financial statements are available immediately preceding the Incurrence Date to (B) the Consolidated Cash Flow of the Company for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the Incurrence Date would have been less than 5.0 to 1; provided, however, that for the purposes of calculating the aggregate principal amount of consolidated Indebtedness of the Company and its Subsidiaries as of any date (i) the aggregate principal amount of the outstanding Notes as of such date shall be deemed to be the principal amount thereof as of such date and (ii) the aggregate principal amount of the Indebtedness outstanding under any revolving credit facility as of such date shall be deemed to be the daily average amounts outstanding thereunder during the three months ending on such date.  Each of the foregoing ratios shall be calculated on a pro forma basis giving effect to (i)(A) the incurrence of the Indebtedness or issuance of the Disqualified Stock giving rise to such calculation, (B) any other incurrence of Indebtedness (other than revolving credit borrowings) or issuance of Disqualified Stock subsequent to the commencement of the four-quarter reference period and (C) in each such case, the application of the net proceeds therefrom as if such incurrence, issuance and application had occurred at the beginning of the four-quarter reference period and (ii) any acquisitions that have been made by the Company or any of its Subsidiaries, including through mergers or consolidations and including any related financing transactions, during such four-quarter reference period or subsequent thereto and prior to the Calculation Date as if they occurred on the first day of such four-quarter reference period.  In addition, the Consolidated Cash Flow for any such four-quarter reference period shall be calculated (i) to include the Consolidated Cash Flow of the acquired entities (adjusted to include any expense or cost reductions for which pro forma treatment would be permitted under Article 11 of Regulation S-X promulgated under the Securities Act as of the date of this Indenture), (ii) without giving effect to clause (iii) of the proviso set forth in the definition of Consolidated Net Income and (iii) to exclude the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and to operations or businesses disposed of prior to the Calculation Date.  In calculating the Fixed Charges as of any Calculation Date, the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and to operations or businesses disposed of prior to the Calculation Date shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the referent Person or any of its Subsidiaries following the Calculation Date.

(b)The foregoing provisions shall not apply to (i) the incurrence by DFG (and Guarantees thereof by the Company and the Guarantors) of Indebtedness for working capital purposes and letters of credit pursuant to the Credit Agreement (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Subsidiaries thereunder) in an aggregate principal amount not to exceed as of any date of incurrence the lesser of (1) $55.0 million, minus the amount of any permanent reduction in the amount of borrowings permitted thereunder in accordance with the terms thereof, and (2) the amount of the Borrowing Base, (ii) the incurrence by DFG (and Guarantees thereof by the Company and the Guarantors) of the Indebtedness represented by (1) DFG Senior Notes issued on the Closing Date in the aggregate principal amount not to exceed $220.0 million and (2) DFG Senior Notes issued after the Closing Date pursuant to the DFG Senior Notes Indenture so long as the Net Proceeds of such issuances are used, substantially contemporaneously with such issuances, solely to redeem the Notes and the Company Senior Notes in compliance with the voluntary redemption provisions of this Indenture and the Company Senior Note Indenture, (iii) the incurrence by the Company and its Subsidiaries of the Existing Indebtedness, (iv) the incurrence by the Company and its Subsidiaries of the Indebtedness represented by the Notes and the Company Senior Notes, (v) the incurrence by the Company or any of its Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Subsidiary, in an aggregate principal amount not to exceed $5.0 million at any time outstanding, (vi) the incurrence by the Company or any of its Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund, Indebtedness that was permitted by this Indenture to be incurred, (vii) the incurrence by the Company or any of its Subsidiaries of intercompany Indebtedness between or among the Company and any of its Wholly Owned Subsidiaries; provided, however, that (A) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinate to the payment in full of all Obligations with respect to the Notes and (B)(1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Wholly Owned Subsidiary and (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Wholly Owned Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be, (viii) the incurrence by the Company or any of its Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging (A) interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of this Indenture to be outstanding, or (B) currency exchange risk in connection with existing financial obligations and not for purposes of speculation, (ix) the incurrence by the Company or any of its Subsidiaries of Indebtedness (in addition to Indebtedness permitted by any other clause of this paragraph) in an aggregate principal amount (or accreted value, as applicable) at any time outstanding not to exceed $10.0 million, (x) the incurrence by the Company or any of its Subsidiaries of Earn-out Obligations in an aggregate amount not to exceed $5.0 million at any time outstanding and (xi) the incurrence by a Receivables Subsidiary of Indebtedness in connection with a Qualified Receivables Transaction that is without recourse (other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction) to DFG or any of its Subsidiaries or any of their respective assets and that is not Guaranteed by DFG or any of its Subsidiaries.

(c)Notwithstanding any provision contained in this Section 5.09 to the contrary, after the Closing Date, neither the Company shall, nor shall it permit any of its Subsidiaries to, incur any Indebtedness to LGP (other than (i) as a Purchaser and (ii) solely as a counterparty to any Hedging Obligation) unless such Indebtedness constitutes Subordinated Indebtedness.

(d)The Company shall not incur any Indebtedness which by its terms is both (i) subordinate in right of payment to any Senior Indebtedness and (ii) senior in right of payment to the

Notes (it being understood that Indebtedness shall not be deemed subordinate in right of payment to other Indebtedness solely by reason of such other Indebtedness having the benefit of a security interest in property of the Company).

(e)For purposes of determining compliance with this Section 5.09, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (i) through (ix) of paragraph (b) of this Section 5.09, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 5.09 and will only be required to include the amount and type of such Indebtedness in one of such clauses or pursuant to Section 5.09(a), and may re-classify any such item of Indebtedness from time to time among such clauses or the first paragraph of this Section 5.09, so long as such item meets the applicable criteria for such category.  Accrual of interest, accretion of accreted value and issuance of securities paid-in-kind shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 5.09.

SECTION 5.10  ASSET SALES.

(a)The Company shall not, and shall not permit any of its Subsidiaries to (i) sell, lease, convey or otherwise dispose of any assets (including, without limitation, by way of a sale and leaseback) other than sales of inventory in the ordinary course of business consistent with past practices (provided, that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole shall be governed by the provisions of Section 5.13 and Section 6.01 hereof and not by the provisions of this Section 5.10) or (ii) issue or sell Equity Interests of any of the Company’s Subsidiaries, in the case of either clause (i) or (ii), whether in a single transaction or a series of related transactions (A) that have a fair market value in excess of $1.0 million or (B) for Net Proceeds in excess of $1.0 million (each of the foregoing, an “Asset Sale”), unless (i) the Company (or the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Holders) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 80% of the consideration therefor received by the Company or such Subsidiary is in the form of cash; provided, however, that the amount of (A) any liabilities (as shown on the Company’s or such Subsidiary’s most recent balance sheet) of the Company or any Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets pursuant to any arrangement releasing the Company or such Subsidiary from further liability and (B) any notes or other obligations received by the Company or any such Subsidiary from such transferee that are immediately converted by the Company or such Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision.  Notwithstanding the foregoing, Asset Sales shall not be deemed to include (i) a transfer of assets by the Company to a Wholly Owned Subsidiary, or by a Wholly Owned Subsidiary of the Company to the Company or to another Wholly Owned Subsidiary, (ii) the issuance of Equity Interests by a Wholly Owned Subsidiary to the Company or to a Wholly Owned Subsidiary, (iii) a Restricted Payment or Permitted Investment that is permitted by the provisions of Section 5.07 hereof, (iv) the creation of Permitted Liens and the disposition of assets subject to such Liens by or on behalf of the Person holding such Liens, (v) the sale of accounts receivable pursuant to a Qualified Receivables Transaction and (vi) any disposition of Cash Equivalents.

(b)Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any Subsidiary may apply such Net Proceeds (i) to permanently reduce Indebtedness ranking, actually or structurally, senior to or pari passu with the Notes (and to correspondingly reduce commitments with respect thereto) or (ii) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in the same or a similar line of business as the Company was engaged in on the date of this Indenture.  Pending the

final application of any such Net Proceeds, the Company may temporarily reduce revolving credit Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture.  Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute “Excess Proceeds”.  When the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall make an Asset Sale Offer pursuant to Section 3.10 hereof to all Holders of the Notes and all holders of the Company Senior Notes to purchase the maximum principal amount of Notes and Company Senior Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in Section 3.10 hereof.  To the extent that the aggregate principal amount of the Notes and the Company Senior Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes.  If the aggregate principal amount of the Notes and the Company Senior Notes surrendered by Holders of Notes and holders of Company Senior Notes, respectively, collectively exceeds the amount of Excess Proceeds, the Company shall select the Notes and the Company Senior Notes to be purchased on a pro rata basis.  Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero.

SECTION 5.11  TRANSACTIONS WITH AFFILIATES.

The Company shall not, and shall not permit any of its Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”), unless (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Holders (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; provided, however, that the following shall not be deemed to be Affiliate Transactions (i) the payment of Earn-out Obligations pursuant to agreements entered into at such time as the recipient of such payments was not an Affiliate of the Company or such Subsidiary, (ii) any employment agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (iii) transactions between or among the Company and/or its Subsidiaries, (iv) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 5.07 hereof, (v) the payment of the fees, expenses and other amounts payable by the Company and its Subsidiaries in connection with the Transactions that shall not exceed $13.0 million and shall be reasonably consistent with the schedule of fees provided by the Company to the Purchasers prior to the Closing Date, (vi) the payment of reasonable and customary regular fees to, and indemnity provided on behalf of, officers, directors and employees of the Company or any Subsidiary of the Company, (vii) the payment of fees and other amounts payable by the Company and its Subsidiaries under the Management Services Agreement (or any agreement extending or replacing the Management Services Agreement which contains the same terms with respect to fees and other terms no less favorable to the Company and its Subsidiaries) and (viii) the performance of any of the Financing Documents as in effect as of the date of this Indenture or any transaction contemplated thereby (including pursuant to any amendment thereto so long as any such amendment is

not disadvantageous to the Holders of the Notes in any material respect).  Notwithstanding anything in this Indenture to the contrary, neither the Company nor any of its Subsidiaries shall pay any fees to LGP: (1) on any date other than any Interest Payment Date on which the entire interest due on the Notes on such Interest Payment Date is paid in cash; (2) if a Default or an Event of Default is then continuing or may result from such payment; or (3) in the amount on any Interest Payment Date on which payment of such fees is permitted pursuant to clauses (1) and (2) above in excess of $500,000 plus any amounts available for such payments, but not paid, on prior Interest Payment Dates solely by reason of clauses (1) and/or (2) above; provided, that in no event shall the aggregate amount of all such fees paid to LGP from the Closing Date through and including November 15, 2008 exceed $5.0 million.

SECTION 5.12  LIENS.

The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien on any asset now owned or hereafter acquired, or any income or profits therefrom or assign or convey any right to receive income therefrom, other than Permitted Liens.

SECTION 5.13  CORPORATE EXISTENCE.

Subject to Article Six hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not reasonably likely to result in a Material Adverse Effect.

SECTION 5.14  OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

(a)Upon the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or a multiple thereof) of each Holder’s Notes at an offer price in cash equal to 101% of the Current Accretion Amount as of the Change of Control Payment Date, plus accrued and unpaid interest that is required to be paid in cash on the next succeeding Interest Payment Date (such accrued interest to be computed for actual days elapsed to the Change of Control Payment Date) and Liquidated Damages, if any, thereon to the Change of Control Payment Date (the “Change of Control Payment”).  The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of a Change of Control.  To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations.

Within 25 days following any Change of Control, the Company shall mail a notice to each Holder with a copy to the Trustee stating:

(1)that the Change of Control Offer is being made pursuant to this Section 5.14 and that all Notes tendered will be accepted for payment;

(2)the purchase price and the purchase date, which shall be at least 30 but no more than 60 days from the date on which the Company mails notice of the Change of Control (the “Change of Control Payment Date”);

(3)that any Notes not tendered will continue to accrue interest and Liquidated Damages, if any;

(4)that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Liquidated Damages, if any, after the Change of Control Payment Date;

(5)that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase”on the reverse of the Notes completed, to the Paying Agent or Depositary, as applicable, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6)that Holders shall be entitled to withdraw their election if the Paying Agent or Depositary, as applicable, receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and

(7)that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be no less than $1,000 in principal amount.

(b)On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.  The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of no less than $1,000.  The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(c)The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in a manner, at the times and otherwise in compliance with the requirements set forth in this Section 5.14 and such third party purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

SECTION 5.15  SALE AND LEASEBACK TRANSACTIONS.

The Company shall not, and shall not permit any of its Subsidiaries to, enter into any sale and leaseback transaction; provided, however, that the Company or DFG may enter into a sale and leaseback transaction if (a) the Company or DFG could have (i) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to the Fixed Charge Coverage

Ratio and Debt Ratio tests set forth in Section 5.09(a) hereof and (ii) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 5.12 hereof, (b) the gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value (as determined in good faith by the Board of Directors) of the property that is the subject of such sale and leaseback transaction and (c) the transfer of assets in such sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, the provisions of Section 5.10 hereof.

SECTION 5.16  LIMITATION ON ISSUANCES AND SALES OF CAPITAL STOCK OF SUBSIDIARIES.

The Company (a) shall not, and shall not permit any Subsidiary of the Company to, transfer, convey, sell, lease or otherwise dispose of any Capital Stock of any Subsidiary of the Company to any Person (other than the Company or a Wholly Owned Subsidiary of the Company), unless (i) such transfer, conveyance, sale, lease or other disposition is (x) made pursuant to clause (viii) of the definition of the “Permitted Investments” or (y) of all the Capital Stock of such Subsidiary and (ii) the Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with the provisions of Section 5.10 hereof (without regard, in the case of the foregoing clause (i)(x), to the provisions of Section 5.10(b)(ii)); provided, however, that this clause (a) shall not apply to any pledge of Capital Stock of any Subsidiary of the Company securing Indebtedness under the Credit Agreement and under the DFG Senior Notes Documents and (b) shall not permit any Subsidiary of the Company to issue any of its Equity Interests (other than, if necessary, shares of its Capital Stock constituting directors’ qualifying shares) to any Person other than to the Company or a Wholly Owned Subsidiary of the Company.

SECTION 5.17  PAYMENTS FOR CONSENTS.

Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of any Notes in consideration for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is concurrently offered to be paid or is concurrently paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

SECTION 5.18  COMPLIANCE WITH LAW, MAINTENANCE OF PROPERTIES.

(a)The Company will, and will cause each of its Subsidiaries to, comply with all Applicable Laws and will obtain and maintain, and will cause each of its Subsidiaries to obtain and maintain, all Permits necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that any such non-compliance with Applicable Law or any failure to obtain or maintain such Permits, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(b)The Company will cause all properties used or useful in the conduct of its business or the business of any of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may properly and advantageously be conducted at all times; provided, however, that the foregoing shall not prevent the Company from discontinuing the operation or maintenance of any of such properties if (i) the Board of Directors determines that such discontinuance is desirable in the conduct of its business or the business of any Subsidiary and (ii) such discontinuance is not reasonably likely to result in a Material Adverse Effect.

SECTION 5.19  INSURANCE.

The Company shall, and shall cause its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and business against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.

SECTION 5.20  FURTHER ASSURANCES.

The Company shall, upon the request of the Trustee, execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the provisions of this Indenture.

ARTICLE 6
SUCCESSORS

SECTION 6.01MERGER, CONSOLIDATION, OR SALE OF ASSETS.

The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other Person unless (a)(i) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Successor Company assumes all the obligations of the Company (x) under the Notes and this Indenture pursuant to an amendment or supplement to this Indenture in a form reasonably satisfactory to the Trustee and (y) under each other instrument, document or agreement entered into by the Company in connection herewith pursuant to an amendment or supplement to such other instrument, document or agreement in a form customary for such assumption, (c) immediately after such transaction no Default or Event of Default exists and (d) the Company or the Successor Company (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests set forth in Section 5.09(a) hereof.

SECTION 6.02SUCCESSOR COMPANY SUBSTITUTED.

Upon any consolidation of the Company with, or merger of the Company into, any other Person or any transfer, conveyance, sale, lease or other disposition of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole in one or more related transactions in accordance with Section 6.01, the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such Successor Company had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Notes.

ARTICLE 7
DEFAULTS AND REMEDIES

SECTION 7.01  EVENTS OF DEFAULT.

An “Event of Default” occurs if:

(a)the Company defaults in the payment when due of interest on or Liquidated Damages, if any, on the Notes and such default continues for a period of thirty (30) days;

(b)the Company defaults in the payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise;

(c)the Company fails to comply with the provisions of Sections 3.10, 5.07 through 5.12, inclusive, 5.14 through 5.17, inclusive, or Article 6 hereof;

(d)the Company fails to observe or perform any other covenant or agreement of the Company under this Indenture or other Transaction Documents or the Notes and the Default continues for a period of 30 days after written notice to the Company by the Trustee or any Holder;

(e)any representation, warranty, certification or statement made or deemed to have been made by or on behalf of the Company or any Subsidiary of the Company or by any officer of the Company or any Subsidiary of the Company in respect of any Transaction Document or in any statement or certificate at any time given by or on behalf of the Company or any of its Subsidiaries or by any officer of the Company or any of its Subsidiaries in writing pursuant hereto or in connection herewith or therewith shall be false in any material respect on the date as of which made;

(f)a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Subsidiaries (or payment of which is Guaranteed by the Company or any of its Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture, which default (1) constitutes a failure to pay any portion of the principal of or premium, if any, or interest on such Indebtedness when due and payable after the expiration of any applicable grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or (2) shall have resulted in such Indebtedness being accelerated or otherwise becoming or being declared due and payable prior to its stated maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $5.0 million or more;

(g)a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction, or a final and legally enforceable arbitration award or final and legally enforceable arbitration awards for the payment of money are entered pursuant to a binding arbitration by an arbitrator or arbitrators of competent jurisdiction, in each case, against the Company or any of its Subsidiaries and such judgment or judgments and award or awards remain unpaid and undischarged for a period (during which execution shall not be effectively stayed) of 60 days, provided, that the aggregate of all such undischarged judgments and awards exceeds $5.0 million;

(h)the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

(i)commences a voluntary case or proceeding,

(ii)consents to the entry of a decree or an order for relief against it in an involuntary case or proceeding or to the commencement of any case or proceeding against it,

(iii)consents to the filing of a petition or to the appointment of or taking possession by a Custodian of it or for all or any substantial part of its property,

(iv)makes or consents to the making of a general assignment for the benefit of its creditors, or

(v)generally is not paying, or admits in writing that it is not able to pay, its debts as they become due; or

(i)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(1)is for relief against the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, in an involuntary case or proceeding;

(2)appoints a Custodian of the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, or for all or any substantial part of the property of the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, or approves as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the foregoing; or

(3)orders the winding up or liquidation of the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, or adjudges any of them bankrupt or insolvent;

and any such order or decree remains unstayed and in effect for 60 consecutive days.

The term “Custodian” means any custodian, receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

SECTION 7.02  ACCELERATION.

If any Event of Default (other than an Event of Default specified in subsection (h) or (i) of Section 7.01 hereof) with respect to the Company, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary occurs and is continuing, then and in every such case the Trustee or the Holders of (a) more than 50% in principal amount of the Notes at the time outstanding until the earlier of (i) the Exchange Offer having been consummated by the Company or (ii) a registration statement permitting the resales of the Notes having been declared effective by the SEC and (b) thereafter, 25% or more in principal amount of the then outstanding Notes may declare the Default Amount of all the Notes to be due and payable immediately, by a notice in writing to the Company (with a copy to the Trustee), and upon any such declaration such Default Amount and any accrued interest and Liquidated Damages, if any, shall become immediately due and payable.  If an Event of Default specified in subsection (h) or (i) of Section 7.01 hereof occurs and is continuing, the Default Amount of and any accrued interest and Liquidated Damages, if any, on the outstanding Notes shall

automatically, and without any declaration or other action on the part of any Holder, become immediately due and payable.

The “Default Amount” of any Note as of any date of acceleration shall be all principal of, accrued and unpaid interest on (including Default Interest and any Liquidated Damages), any premium on, and all other amounts owing in respect of, the Note.

SECTION 7.03  OTHER REMEDIES.

If a default in the payment when due of interest on (including any Liquidated Damages), principal of, or premium, if any, on, the Notes or if an Event of Default has occurred and is continuing, then in each case the Notes will accrue Default Interest plus the stated interest rate on the Notes until such time as no such Default or such Event of Default shall be continuing (to the extent that the payment of such interest shall be legally enforceable).  Default Interest shall be payable in cash on demand.  Any Default Interest that is not paid on demand shall bear interest (which shall also be payable in cash on demand) at 2% per annum plus the stated interest rate on the Notes (to the extent that the payment of such interest is legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent permitted by law.

SECTION 7.04  WAIVER OF PAST DEFAULTS.

The Holders of at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default (a) in the payment of principal of, premium, if any, interest or Liquidated Damages, if any, on the Notes (including in connection with an offer to purchase) or (b) in respect of a covenant or provision hereof which under Section 10.02 cannot be modified or amended without the consent of the Holder of each outstanding Note; provided, however, that the Holders of at least a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related Payment Default that resulted from such acceleration consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, premium, if any, interest or Liquidated Damages, if any, that has become due solely because of the acceleration) have been cured or waived.  Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

SECTION 7.05  CONTROL BY MAJORITY.

Holders of at least a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability.

SECTION 7.06  LIMITATION ON SUITS.

A Holder of a Note may pursue a remedy with respect to this Indenture or the Notes (other than the right to accelerate as provided in Section 7.02 hereof) only if:

(a)the Holder of a Note gives to the Trustee written notice of a continuing Event of Default;

(b)the Holders of (a) more than 50% in principal amount of the Notes at the time outstanding until the earlier of (i) the Exchange Offer having been consummated by the Company or (ii) a registration statement permitting the resales of the Notes having been declared effective by the SEC and (b) thereafter, at least 25% in principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

(c)such Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;

(d)the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and (e) during such 60-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

SECTION 7.07  RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, interest and Liquidated Damages, if any, on any Note, on or after the respective due dates expressed in any such Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 7.08  COLLECTION SUIT BY TRUSTEE.

If an Event of Default specified in Section 7.01(a) or (b) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium, if any, interest and Liquidated Damages, if any, remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 7.09  TRUSTEE MAY FILE PROOFS OF CLAIM.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes) or their respective creditors or property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to

the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 8.07 hereof.  To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 8.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 7.10  PRIORITIES.

If the Trustee collects any money pursuant to this Article Seven, it shall pay out the money in the following order:

First: to the Trustee, its agents and attorneys for amounts due under Section 8.07 hereof, including payment of all reasonable compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, interest and Liquidated Damages, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, interest and Liquidated Damages, if any, respectively; and

Third: to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 7.10.

SECTION 7.11  UNDERTAKING FOR COSTS.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 7.07 hereof or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.

SECTION 7.12  SUBORDINATION OF SPECIAL MANDATORY REDEMPTION.

(a)Until all Indebtedness under the Credit Documents has been finally paid in full, all commitments thereunder have been terminated and any contingent Indebtedness thereunder has been fully cash collateralized, any payment obligation or payment arising from or in respect of a Special Mandatory Redemption shall be made only to the extent that the making of such Special Mandatory Redemption has been approved in writing by the required holders of the Indebtedness under the Credit

Documents, which approval may be granted or denied in the sole and absolute discretion of such holders, and which approval, if given, may be withdrawn by written notice to the Company at any time prior to the date specified for the Special Mandatory Redemption.  Each Holder acknowledges by its acceptance of its Notes that any failure by the Company to make any Special Mandatory Redemption shall not result in the occurrence of a Default or an Event of Default, nor serve as a basis for exercise of remedies consequent upon a Default or Event of Default or otherwise, unless such holders of the Indebtedness under the Credit Agreement has given (and not withdrawn) its prior written approval to the making of such Special Mandatory Redemption.  Each Holder further agrees by its acceptance of its Notes that it will not take any action inconsistent with the rights of the holders of Indebtedness under the Credit Documents to receive payment in full of any amounts owing under the Credit Documents prior to the making of any Special Mandatory Redemption by the Company.  The provisions of this Section 7.12 apply only to a Special Mandatory Redemption and shall not be construed to affect any other rights of the Holders under this Indenture.

(b)No right of any present or future holder of Indebtedness under the Credit Documents to enforce the provisions of this Section 7.12 shall be impaired by any act or failure to act by the Company, any Holder or by the failure of any such holder of Indebtedness under the Credit Documents to give any notices or take any actions contemplated by this Indenture or otherwise.  No provision of any waiver or supplemental indenture may affect in any way the rights of the holders of Indebtedness under the Credit Documents without the prior written consent of such holders.

(c)In the event that, notwithstanding the foregoing, the Holders of the Notes shall have received any Special Mandatory Redemption not permitted by this Section 7.12 as evidenced by a written notice to the Trustee and the Holders to that effect, then and in such event such Special Mandatory Redemption shall be returned to the Trustee by the Holders for remittance to the Company and the Company shall pay over and deliver such amount forthwith to the holders of Indebtedness under the Credit Agreement in the same form received and, until so paid, the same shall be held in trust by the Company or the Trustee, as the case may be, on behalf of the Holders, or by such Holders, as the collateral of the holders of Indebtedness under the Credit Documents.  Only after the payment in full in cash or Cash Equivalents of all amounts due or to become due on or in respect of Indebtedness under the Credit Documents and, unless the holders of Indebtedness under the Credit Documents shall have the ability to terminate such commitments, the termination of all commitments in respect thereof, the Holders of the Notes shall be subrogated to the rights of the Holders of Indebtedness under the Credit Documents to receive payments and distributions of cash, property and securities applicable to such Indebtedness until the amount of the Special Mandatory Redemption shall be paid in full.  For purposes of such subrogation, no payments or distributions to the holders of the Indebtedness under the Credit Documents of any cash, property or securities to which the Holders of the Notes or the Company on their behalf would be entitled except for the provisions of this Section 7.12, and no payments pursuant to the provisions of this Section 7.12 to the holders of Indebtedness under the Credit Documents by Holders of the Notes or the Company on their behalf, shall, as among the Company, its creditors other than holders of Indebtedness under the Credit Documents and the Holders of the Notes, be deemed to be a payment or distribution by the Company to or on account of the Special Mandatory Redemption.  Each Holder of a Note, by accepting such Note, acknowledges and agrees that the provisions of this Section 7.12 are, and are intended to be, an inducement and a consideration to each holder of any Indebtedness under the Credit Documents, whether such Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Indebtedness, and such holder of such Indebtedness shall be deemed conclusively to have relied on such provisions in acquiring and continuing to hold, or in continuing to hold, such Indebtedness.  Neither the Company nor the Trustee shall be deemed to owe any fiduciary duty to the holders of Indebtedness under the Credit Documents and neither the Company nor the Trustee shall be liable to any such holders if it shall mistakenly pay over or distribute to Holders or the Company or any other Person, money or assets to which any holders of

Indebtedness of the Company under the Credit Documents shall be entitled by virtue of this Section 7.12 or otherwise.  The provisions of this Section 7.12 (including the defined terms used herein) are for the benefit of the holders of Indebtedness under the Credit Documents and shall be enforceable by them directly against any Holder and may not be amended without the consent of the administrative agent under the Credit Agreement or, in the absence thereof, the holders holding the majority in principal amount of such Indebtedness.

ARTICLE 8
TRUSTEE

SECTION 8.01  DUTIES OF TRUSTEE.

(a)If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(b)Except during the continuance of an Event of Default:

(i)the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.  However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c)The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)this paragraph does not limit the effect of subsection (b) of this Section;

(ii)the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 7.05 hereof.

(d)Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), and (c) of this Section.

(e)No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability.  The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity reasonably satisfactory to it against any loss, liability or expense.

(f)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

SECTION 8.02  RIGHTS OF TRUSTEE.

(a)The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document.

(b)Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.  The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d)The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e)Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.

(f)The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

SECTION 8.03  INDIVIDUAL RIGHTS OF TRUSTEE.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee.  However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee or resign.  Any Agent may do the same with like rights and duties.  The Trustee is also subject to Sections 8.10 and 8.11 hereof.

SECTION 8.04  TRUSTEE’S DISCLAIMER.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

SECTION 8.05NOTICE OF DEFAULTS.

If a Default or Event of Default occurs and is continuing and if it is actually known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs.  Except in the case of a Default or Event of Default in payment of principal of, premium, if any, interest or Liquidated Damages, if any, on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

SECTION 8.06  REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted).  The Trustee also shall comply with TIA § 313(b)(1) and (2).  The Trustee shall also transmit by mail all reports as required by TIA § 313(c).

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Company and filed with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d).  The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange.

SECTION 8.07  COMPENSATION AND INDEMNITY.

The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it (including reasonable fees and expenses of counsel) in addition to the compensation for its services.  Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Company shall indemnify and hold harmless the Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith.  The Trustee shall notify the Company promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder.  The Company shall defend the claim and the Trustee shall cooperate in the defense.  The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel.  The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

The obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture.

To secure the Company’s payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay

principal, premium, if any, interest and Liquidated Damages, if any, on particular Notes.  Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(h) or (i) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

SECTION 8.08  REPLACEMENT OF TRUSTEE.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.

The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company.  The Holders of Notes of at least a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing.  The Company may remove the Trustee if:

(a)the Trustee fails to comply with Section 8.10 hereof;

(b)the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c)a Custodian or public officer takes charge of the Trustee or its property; or

(d)the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.  Within one year after the successor Trustee takes office, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of Notes of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder of a Note who has been a Holder of a Note for at least six months, fails to comply with Section 8.10, such Holder of a Note may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.  Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of its succession to Holders of the Notes.  The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided,that all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 8.07 hereof.  Notwithstanding replacement of the Trustee pursuant to this Section 8.08, the Company’s obligations under Section 8.07 hereof shall continue for the benefit of the retiring Trustee.

SECTION 8.09  SUCCESSOR TRUSTEE BY MERGER, ETC.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

SECTION 8.10ELIGIBILITY, DISQUALIFICATION.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $500.0 million as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(1),(2) and (5).  The Trustee is subject to TIA § 310(b).

SECTION 8.11  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b).  A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

ARTICLE 9
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 9.01  OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 9.02 or 9.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article Nine.

SECTION 9.02  LEGAL DEFEASANCE AND DISCHARGE.

Upon the Company’s exercise under Section 9.01 hereof of the option applicable to this Section 9.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 9.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 9.05 hereof and the other Sections of this Indenture referred to in subsections (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(a)the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 9.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and Liquidated Damages, if any, on such Notes when such payments are due;

(b)the Company’s obligations with respect to such Notes under Article Two and Section 5.02 hereof;

(c)the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith; and (d) this Article Nine.

Subject to compliance with this Article Nine, the Company may exercise its option under this Section 9.02 notwithstanding the prior exercise of its option under Section 9.03 hereof.

SECTION 9.03  COVENANT DEFEASANCE.

Upon the Company’s exercise under Section 9.01 hereof of the option applicable to this Section 9.03, the Company shall, subject to the satisfaction of the conditions set forth in Section 9.04 hereof, be released from its obligations under the covenants contained in Sections 5.07, 5.08, 5.09, 5.10, 5.11, 5.12, 5.14, 5.15 and 5.16 hereof with respect to the outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes).  For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 7.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.  In addition, upon the Company’s exercise under Section 9.01 hereof of the option applicable to this Section 9.03 hereof, subject to the satisfaction of the conditions set forth in Section 9.04 hereof, Sections 7.01(d) through 7.01(f) hereof shall not constitute Events of Default.

SECTION 9.04  CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

The following shall be the conditions to the application of either Section 9.02 or 9.03 hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance:

(a)the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in United States dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent certified public accountants, to pay the principal of, premium, if any, interest and Liquidated Damages, if any, on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to Stated Maturity or to a particular redemption date;

(b)in the case of an election under Section 9.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and

will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c)in the case of an election under Section 9.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d)no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 7.01(h) or 7.01(i) hereof is concerned, at any time in the period ending on the 91st day after the date of deposit;

(e)such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(f)the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, the trust funds will not be avoidable as a preferential transfer under any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

(g)the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others;

(h)the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (i) such Legal Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company as defined in the Investment Company Act of 1940, as amended, or such trust shall be qualified under such Act or exempt from regulation thereunder.

SECTION 9.05  DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

Subject to Section 9.06 hereof, all money and non-callable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.05, the “Trustee”) pursuant to Section 9.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Liquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to

Section 9.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable U.S. Government Obligations held by it as provided in Section 9.04 hereof which, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section  9.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 9.06  REPAYMENT TO COMPANY

Subject to Section 8.07 hereof, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, interest or Liquidated Damages, if any, on any Note and remaining unclaimed for two years after such principal, premium, if any, interest or Liquidated Damages, if any, has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as a secured creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 9.07  REINSTATEMENT.

If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable U.S. Government Obligations in accordance with Section 9.02 or 9.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 9.02 or 9.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 9.02 or 9.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, interest or Liquidated Damages, if any, on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 10
AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 10.01  WITHOUT CONSENT OF HOLDERS OF NOTES.

Notwithstanding Section 10.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note:

(a)to cure any ambiguity, defect or inconsistency;

(b)to provide for uncertificated Notes in addition to or in place of certificated Notes;

(c)to provide for the assumption of the Company’s obligations to Holders of the Notes in the case of a merger or consolidation pursuant to Article Six hereof;

(d)to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of the Holders of the Notes; or

(e)to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 8.02(b) hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

SECTION 10.02  WITH CONSENT OF HOLDERS OF NOTES.

Except as provided below in this Section 10.02, this Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Notes).  Notwithstanding the foregoing, the provisions of Sections 3.08 and 3.10 (to the extent the provisions thereof require pro rata purchases of Notes and Company Senior Notes) may not be amended without the consent of the holders of the Company Senior Notes, who shall be deemed to be intended third-party beneficiaries thereof.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 8.02(b) hereof, the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

It shall not be necessary for the consent of the Holders of Notes under this Section 10.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 10.02 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver.  Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.  Subject to Sections 7.04 and 7.07 hereof, the Holders of at least a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company

with any provision of this Indenture or the Notes.  However, no such amendment or waiver may, without the prior written consent of the Holder of each Note then outstanding and affected thereby:

(a)subject any Holder to any additional obligation;

(b)reduce the principal of (or Default Amount in respect thereof), or any premium or rate of interest or Liquidated Damages on, any Note;

(c)postpone the date fixed for any payment of principal of (or Default Amount in respect thereof), or any premium or interest or Liquidated Damages on, any Note;

(d)change the ranking or priority of the Notes or the percentage of the aggregate principal amount of the Notes the Holders of which shall be required to consent or take any other action under this Section 10.02 or any other provision of this Indenture;

(e)amend or waive the provisions of Section 3.10, 5.10 or 5.14 or any of the definitions used in such Sections; or

(f)make any changes in the foregoing amendment and waiver provisions.

No amendment or waiver of this Indenture will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or thereby impair any right consequent thereon.  As used herein, the term “Indenture” and references thereto shall mean this Indenture as it may from time to time be amended or supplemented.

SECTION 10.03  COMPLIANCE WITH TRUST INDENTURE ACT.

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the TIA as then in effect.

SECTION 10.04  REVOCATION AND EFFECT OF CONSENTS.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note.  However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective.  An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

SECTION 10.05  NOTATION ON OR EXCHANGE OF NOTES.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated.  The Company in exchange for all Notes may issue and the Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 10.06  TRUSTEE TO SIGN AMENDMENTS, ETC.

The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article Ten if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.  In executing any amended or supplemental indenture, the Trustee shall be entitled to receive and (subject to Section 8.01) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

ARTICLE 11
SUBORDINATION OF NOTES

SECTION 11.01  NOTES SUBORDINATE TO SENIOR INDEBTEDNESS.

The Company covenants and agrees, and each Holder of a Note, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article 11, the payment of the principal of (and premium, if any) and interest on each and all of the Notes are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash or Cash Equivalents of all Senior Indebtedness of the Company.  The provisions of this Article 11 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by a holder of Senior Indebtedness upon any Proceeding or otherwise, all as though such payment had not been made.

SECTION 11.02  PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event specified in clause (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Proceeding”) the holders of Senior Indebtedness shall be entitled to receive or retain payment in full in cash or Cash Equivalents of all amounts due or to become due on or in respect of all Senior Indebtedness, before the Holders of the Notes are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities, on account of principal of (or premium, if any) or interest or any Liquidated Damages on or other obligations in respect of the Notes (including any interest accruing on or after the filing of any Proceeding relating to the Company, whether or not allowed in such Proceeding) or on account of any purchase or other acquisition of Notes by the Company or any Subsidiary of the Company (all such payments, distributions, purchases and acquisitions herein referred to, individually and collectively, as a “Notes Payment”), and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any Notes Payment which may be payable or deliverable in respect of the Notes in any such Proceeding.

In the event that, notwithstanding the foregoing provisions of this Section 11.02, the Holder of any Note shall have received any Notes Payment before all Senior Indebtedness of the Company is paid in full in cash or Cash Equivalents, then and in such event such Notes Payment shall be paid over or delivered forthwith to the trustee in bankruptcy or other person making payment or distribution of assets of the Company for the application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay the Senior Indebtedness in full in cash or Cash Equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness.

For purposes of this Article 11 only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article 11.  The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Section 6.01 shall not be deemed a Proceeding for the purposes of this Section 11.02 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, complies with the conditions set forth in Section 6.01.

SECTION 11.03  NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.

In the event that any Senior Payment Default (as defined below) shall have occurred and be continuing, then no Notes Payment shall be made unless and until such Senior Payment Default shall have been cured or waived or shall have ceased to exist or all amounts then due and payable in respect of Senior Indebtedness shall have been paid in full in cash or Cash Equivalents.  “Senior Payment Default” means any default in the payment of principal of (or premium, if any) or interest on Senior Indebtedness when due, whether at the due date of any such payment or by declaration of acceleration, call for redemption.

Upon the occurrence of a Senior Nonmonetary Default (as defined below) and receipt of written notice by the Company of the occurrence of such Senior Nonmonetary Default from the Company Senior Note Trustee (or any other agent or representative for the holders of Senior Indebtedness) which is the subject of such Senior Nonmonetary Default, no Notes Payment may be made during a period (the “Payment Blockage Period”) commencing on the date of the receipt by the Company of such notice and ending the earlier of (i) the date on which such Senior Nonmonetary Default shall have been cured or waived or ceased to exist or all Senior Indebtedness which was the subject of such Senior Nonmonetary Default shall have been paid in full in cash or Cash Equivalents and (ii) the 179th day after the date of the receipt of such notice.  No Senior Nonmonetary Default that existed or was continuing on the date of the commencement of a Payment Blockage Period may be made the basis of the commencement of a subsequent Payment Blockage Period whether or not within a period of 360 consecutive days, unless such Senior Nonmonetary Default shall have been cured for a period of not less than 90 consecutive days.  In any event, notwithstanding the foregoing, no more than one Payment Blockage Period may be commenced during any 360-day period and there shall be a period of at least 181 days during each 360-day period when no Payment Blockage Period is in effect.  “Senior Nonmonetary Default” means the occurrence or existence and continuance of an event of default with respect to Senior Indebtedness, other than a Senior Payment Default, that permits the holders of the Senior Indebtedness (or a trustee or other agent on behalf of the holders thereof) then to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise become due and payable.

The failure to make any payment on the Notes by reason of the provisions of this Section 11.03 will not be construed as preventing the occurrence of an Event of Default with respect to the Notes arising from any such failure to make payment.  Upon termination of any Payment Blockage Period the Company shall resume making any and all required payments in respect of the Notes, including any missed payments.

In the event that, notwithstanding the foregoing, the Company shall make any Notes Payment to any Holder prohibited by the foregoing provisions of this Section 11.03, then and in such event such Notes Payment shall be paid over and delivered forthwith to the Company Senior Note Trustee for the distribution to the holders of the Senior Indebtedness of the Company in the same form received and, until so turned over, the same shall be held in trust by such Holder as the property of the holders of the Senior Indebtedness.

The provisions of this Section 11.03 shall not apply to any Notes Payment with respect to which Section 11.02 would be applicable.

SECTION 11.04  PAYMENT PERMITTED IF NO DEFAULT.

Nothing contained in this Section 11.04 or elsewhere in this Indenture or in any of the Notes shall prevent the Company, at any time except during the pendency of any Proceeding referred to in Section 11.02 or under the conditions described in Section 11.03, from making Notes Payments.

SECTION 11.05  SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.

Only after the payment in full in cash or Cash Equivalents of all amounts due or to become due on or in respect of Senior Indebtedness of the Company, the Holders of the Notes shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest and any Liquidated Damages on the Notes shall be paid in full.  For purposes of such subrogation, no payments or distribution to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the Holders of the Notes would be entitled except for the provisions of this Article 11, and no payments over pursuant to the provisions of this Article 11 to the holders of Senior Indebtedness by Holders of the Notes, shall, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Notes, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

SECTION 11.06  PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

The provisions of this Article 11 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand.  Nothing contained in this Article 11 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as amongst the Company, the Holders of the Notes, and the creditors of the Company other than holder of Senior Indebtedness, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article 11 of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company), to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, (b) affect the relative rights against the Company of the Holders of the Notes and creditors of the Company other than the holders of Senior Indebtedness or (c) prevent the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Agreement, subject to the rights, if any, under this Article 11 of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to such Holder.

SECTION 11.07  NO WAIVER OF SUBORDINATION PROVISIONS.

No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any

noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with.

Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Holders of the Notes, without incurring responsibility to the Holders of the Notes and without impairing or releasing the subordination provided in this Article 11 or the obligations hereunder of the Holders of the Notes to the holders of Senior Indebtedness, do any one or more of the following:  (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding, (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness, (iii) release any Person liable in any manner for the collection of Senior Indebtedness, (iv) settle or compromise any such Senior Indebtedness or any other liability of any obligor of such Senior Indebtedness to such holder or any security therefor or any liability issued in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including, without limitation, payment of any of the Senior Indebtedness) in any manner or order, (v) fail to take or to record or otherwise perfect, for any reason or for no reason, any lien or security interest securing such Senior Indebtedness by whomsoever granted, exercise or delay in or refrain from exercising any right or remedy against any obligor or any guarantor or any other Person, elect any remedy and otherwise deal freely with any obligor and any security for such Senior Indebtedness or any liability of any obligor to the holders of such Senior Indebtedness or any liability issued in respect of such Senior Indebtedness and (vi) exercise or refrain from exercising any rights against the Company and any other Person.

SECTION 11.08  RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.

Upon any payment or distribution of assets of the Company referred to in this Article 11, the Trustee and the Holders of the Notes shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent, the Company Senior Note Trustee or other Person making such payment or distribution, delivered to the Holders of Notes, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 11.

SECTION 11.09  RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON SUBORDINATION PROVISIONS.

Each Holder of a note, by accepting such Note, acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of the Note, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.

SECTION 11.10  TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN ABSENCE OF NOTICE.

The Trustee shall not at any time be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received written notice thereof from the Company or the Company Senior Note Trustee which notice specifically references this Article Eleven and, prior to the receipt of any such notice, the Trustee shall be entitled in all respects to conclusively assume that no such fact exists.

SECTION 11.11  NO FIDUCIARY DUTY OF TRUSTEE TO HOLDERS OF SENIOR INDEBTEDNESS.

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if it shall in good faith mistakenly pay over or deliver to the Holders or the Company or any other Person, money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article Eleven or otherwise.  Nothing in this Section 11.11 shall affect the obligation of any Person other than the Trustee to hold such payment for the benefit of, and to pay such payment over to, the holders of Senior Indebtedness or the Company Senior Note Trustee.

SECTION 11.12  TRUSTEE PAYMENTS NOT SUBORDINATED.

No payments due to the Trustee pursuant to Section 8.07 hereof shall be subject to the subordination provisions of this Article Eleven.

ARTICLE 12
MISCELLANEOUS

SECTION 12.01  TRUST INDENTURE ACT CONTROLS.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA § 318(c), the imposed duties shall control.

SECTION 12.02  NOTICES.

Any notice or communication by the Company or the Trustee to the others is duly given if in writing and delivered in person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ addresses:

If to the Company:
		DFG Holdings, Inc.
		1436 Lancaster Avenue
		Berwyn, Pennsylvania  19312
		Telecopier No.: (610) 296-7844
		Attention: Chief Financial Officer
With a copy to:
	Irell & Manella LLP
	1800 Avenue of the Stars, Suite 900

	Los Angeles, California  90067
	Telecopier No.: (310) 203-7199
	Attention: Anthony T. Iler, Esq.
If to the Trustee:
	U.S. Bank National Association
	Corporate Trust Service
	225 Asylum Street, 23rd Floor
	Hartford, Connecticut  06103
	Telecopier No.: (860) 241-6881
	Attention: Kathy A. Larimore
With a copy to:
	Reid and Riege
	One Financial Plaza
	755 Main Street, 21st Floor
	Hartford, Connecticut  06103
	Telecopier No.: (860) 240-1002
	Attention: Earl McMahon, Esq.

The Company or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar.  Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA.  Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

SECTION 12.03  COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes.  The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

SECTION 12.04  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(a)an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b)an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

SECTION 12.05  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include:

(a)a statement that the Person making such certificate or opinion has read and understands such covenant or condition;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(d)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

SECTION 12.06  RULES BY TRUSTEE AND AGENTS.

The Trustee may make reasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

SECTION 12.07  NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS.

No director, officer, employee, incorporator or stockholder of the Company, as such, shall have any liability for any obligations of the Company under the Notes, 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.

SECTION 12.08  GOVERNING LAW.

THE INTERNAL LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF LAWS OF ANY OTHER STATE) SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES.

SECTION 12.09  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person (other than the Exchange Agreement).  Any such indenture, loan or debt agreement may not be used to interpret this Indenture.  To the extent that there is any conflict between this Indenture and the Exchange Agreement, the provisions of this Indenture shall control.

SECTION 12.10  SUCCESSORS.

All agreements of the Company in this Indenture and the Notes shall bind its successors.  All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 12.11  SEVERABILITY.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 12.12  COUNTERPART ORIGINALS.

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

SECTION 12.13TABLE OF CONTENTS, HEADINGS, ETC.

The table of contents, cross-reference table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

526829

[Signatures on following pages]

SIGNATURES

Dated as of November 13, 2003	DFG HOLDINGS, INC.
	By:	/s/ Donald Gayhardt
					Donald Gayhardt
					President and Chief Financial Officer
Dated as of November 13, 2003	U.S. BANK NATIONAL ASSOCIATION as Trustee
	By:		/s/ Kathy A. Larimore
				Kathy A. Larimore
				Vice President

EXHIBIT A—Form of Regulation S Certificate

REGULATION S CERTIFICATE

(For transfers pursuant to Section 2.08(a)(i) and (iii) and Section 2.08(b) of the Indenture)

U.S. Bank National Association, as Trustee

225 Asylum Street Hartford, CT  06103

Attn: Corporate Trust Services

Re: 13.95% Senior Subordinated Notes due 2012 of DFG Holdings, Inc.  (the “Notes”)

Reference is made to the Indenture, dated as of November 13, 2003 (the “Indenture”), between DFG Holdings, Inc. (the “Company”) and U.S. Bank National Association, as Trustee.  Terms used herein and defined in the Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined.

This certificate relates to U.S. $                                 principal amount of Notes, which are evidenced by the following certificate(s) (the “Specified Notes”):

CUSIP No(s).                                                     

CERTIFICATE No(s).                                       

The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so.  Such beneficial owner or owners are referred to herein collectively as the “Owner.”  If the Specified Notes are represented by a Global Note, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner.  If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner.

The Owner has requested that the Specified Notes be transferred to a person (the “Transferee”) who will take delivery in the form of a Regulation S Note.  In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 904 or Rule 144 under the Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions.  Accordingly, the Owner hereby further certifies as follows:

(a)Rule 904 Transfers.  If the transfer is being effected in accordance with Rule 904:

(1)the Owner is not a distributor of the Notes, an affiliate of the Company or any such distributor or a person acting on behalf of any of the foregoing;

(2)the offer of the Specified Notes was not made to a person in the United States;

(3)either:

A-1

(i)at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or

(ii)the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the International Securities Market Association, or another designated offshore securities market and neither the Owner nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States;

(4)no directed selling efforts have been made in the United States by or on behalf of the Owner or any affiliate thereof;

(5)if the Owner is a dealer in securities or has received a selling concession, fee or other remuneration in respect of the Specified Notes, and the transfer is to occur during the Restricted Period, then the requirements of Rule 904(b)(1) have been satisfied;

(6)if the Owner is an officer or director of the Company or a distributor, and is an affiliate of the Company or a distributor solely by virtue of holding such position, no selling concession, fee or other remuneration is paid in connection with such offer or sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent; and

(7)the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

(b)Rule 144 Transfers.  If the transfer is being effected pursuant to Rule 144:

(1)the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable volume, manner of sale and notice requirements of Rule 144; or

(2)the transfer is occurring after a holding period of at least two years has elapsed since the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company.

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This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Purchasers.

Date:
		(Print the name of the Undersigned, as such term is defined in the third paragraph of this certificate.)
	By:
				Name:
				Title:
			(If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)

A-3

B-1  EXHIBIT B—Form of Restricted Notes Certificate

RESTRICTED NOTES CERTIFICATE

(For transfers pursuant to Section 2.08(a)(ii), (iii) and (iv) and Section 2.08(b) of the Indenture)

U.S. Bank National Association, as Trustee

225 Asylum Street Hartford, CT  06103

Attn: Corporate Trust Services

Re: 13.95% Senior Subordinated Notes due 2012 of DFG Holdings, Inc.  (the “Notes”)

Reference is made to the Indenture, dated as of November 13, 2003 (the “Indenture”), between DFG Holdings, Inc. (the “Company”) and U.S. Bank National Association, as Trustee.  Terms used herein and defined in the Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined.

This certificate relates to U.S. $                                 principal amount of Notes, which are evidenced by the following certificate(s) (the “Specified Notes”):

CUSIP No(s).                                                                    

CERTIFICATE No(s).                                                      

The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so.  Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes are represented by a Global Note, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner.  If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner.

The Owner has requested that the Specified Notes be transferred to a person (the “Transferee”) who will take delivery in the form of a Restricted Note or, if pursuant to Rule 144, in the form of a Note bearing no Securities Act Legend pursuant to Section 2.08(f).  In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions.  Accordingly, the Owner hereby further certifies as follows:

(a)Rule 144A Transfers.  If the transfer is being effected in accordance with Rule 144A:

(1)the Specified Notes are being transferred to a person that the Owner and any person acting on its behalf reasonably believe is a “qualified institutional buyer” within the meaning of Rule 144A, acquiring for its own account or for the account of a qualified institutional buyer; and

(2)the Owner and any person acting on its behalf have taken reasonable steps to ensure that the Transferee is aware that the Owner may be relying on Rule 144A in connection with the transfer; and

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(b)Rule 144 Transfers.  If the transfer is being effected pursuant to Rule 144:

(1)the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable volume, manner of sale and notice requirements of Rule 144; or

(3)the transfer is occurring after a holding period of at least two years has elapsed since the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Purchasers.

Date:
		(Print the name of the Undersigned, as such term is defined in the third paragraph of this certificate.)
	By:
				Name:
				Title:
			(If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)

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C-1  EXHIBIT C—Form of Unrestricted Notes Certificate

UNRESTRICTED NOTES CERTIFICATE

(For removal of Securities Act Legends pursuant to Section 2.08(f))

U.S. Bank National Association, as Trustee

225 Asylum Street Hartford, CT  06103

Attn: Corporate Trust Services

Re: 13.95% Senior Subordinated Notes due 2012 of DFG Holdings, Inc.  (the “Notes”)

Reference is made to the Indenture, dated as of November 13, 2003 (the “Indenture”), between DFG Holdings, Inc. (the “Company”) and U.S. Bank National Association, as Trustee.  Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined.

This certificate relates to U.S. $                                  principal amount of Notes, which are evidenced by the following certificate(s) (the “Specified Notes”):

CUSIP No(s).                                                

CERTIFICATE No(s).                                  

The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so.  Such beneficial owner or owners are referred to herein collectively as the “Owner.”  If the Specified Notes are represented by a Global Note, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner.  If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner.

The Owner has requested that the Specified Notes be exchanged for Notes bearing no Securities Act Legend pursuant to Section 2.08(f) of the Indenture.  In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a holding period of at least two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company.  The Owner also acknowledges that any future transfers of the Specified Notes must comply with all applicable securities laws of the states of the United States and other jurisdictions.

E-1

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Purchasers.

Date:
		(Print the name of the Undersigned, as such term is defined in the third paragraph of this certificate.)
	By:
				Name:
				Title:
			(If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)

E-2

EX-10.19

Exhibit 10.19

INTERCREDITOR AGREEMENT

THIS INTERCREDITOR AGREEMENT (as amended, restated or otherwise modified, the “Intercreditor Agreement”), is made and dated as of November 13, 2003, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as such term and capitalized terms not otherwise defined are defined in Section 1 below) under the Credit Facility Documents, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Noteholder Trustee”) for the holders of the Notes under the Noteholder Documents (the “Noteholders”).

RECITALS

A.Pursuant to that certain Second Amended and Restated Credit Agreement dated as of even date herewith by and among Dollar Financial Group, Inc., a New York corporation (the “Company”), DFG Holdings, Inc., a Delaware corporation (the “Parent”), the lenders from time to time party thereto (including the issuer of any letters of credit thereunder, the “Lenders”), the Administrative Agent, U.S. Bank National Association, as syndication agent, and Citicorp North America, Inc., as documentation agent (as amended, extended or replaced from time to time, the “Credit Agreement”), the Lenders agreed to extend credit to the Company on the terms and conditions set forth therein.

B.The Credit Facility Obligations are Guaranteed by the Parent and by the Subsidiary Guarantors (the Parent and the Subsidiary Guarantors being, collectively, the “Guarantors”) pursuant to Guarantees issued by the Guarantors in favor of the Administrative Agent for the benefit of the Lenders (including any Guarantees issued by any Subsidiary of the Parent (other than the Company or any Foreign Subsidiary of the Parent) in the future, the “Credit Facility Guarantees”).  Each of the Credit Facility Guarantees is secured by a first priority security interest in favor of the Administrative Agent for the benefit of the Lenders in certain personal property (general and intangible and fixtures) of the Person executing the same, including, without limitation, by all capital stock of Subsidiaries of the Parent owned by such Person (limited in the case of capital stock of Foreign Subsidiaries owned by such Person to sixty five percent (65%) of such capital stock (the “Pledged Foreign Subsidiary Shares”) and, together with all additional personal property collateral securing the Credit Facility Obligations, the “Credit Facility Collateral”), pursuant to a pledge and security agreement executed by such Person in favor of the Administrative Agent for the benefit of the Lenders (collectively, the “Credit Facility Pledge Agreement”).

C.Pursuant to that certain indenture of even date herewith by and among the Company, as issuer, the Parent, the Subsidiary Guarantors and the Noteholder Trustee, as trustee, (as amended, extended or replaced from time to time, the “Indenture”), the Company issued $220,000,000 9.75% Senior Notes due 2011 (the “Notes”).

D.The Noteholder Obligations are Guaranteed by the Subsidiary Guarantors pursuant to Guarantees issued by the Subsidiary Guarantors in favor of the Noteholder Trustee for the benefit of the Noteholders (including any Guarantees issued by any Subsidiary of the Parent (other than the Company or any Foreign Subsidiary of the Parent) in the future, the “Noteholder Subsidiary Guarantees”) and by the Parent pursuant to a Guarantee issued by the Parent in favor of the Noteholder Trustee for the benefit of the Noteholders (the “Noteholder Parent Guarantee” and, collectively, with the Noteholder Subsidiary Guarantees, the “Noteholder Guarantees”).  The Noteholder Guarantees, with respect to any existing or future Foreign Subsidiary that is a Subsidiary of a Guarantor (the “Noteholder Secured Guarantees”), and the Notes, with respect to any Foreign Subsidiary that is a Subsidiary of the Company, will be secured by a second priority security interest in Pledged Foreign Subsidiary Shares pursuant to pledge agreements

executed by the Company or such Guarantor, as the case may be, in favor of the Noteholder Trustee for the benefit of the Noteholders (collectively, the “Noteholder Pledge Agreement”).

E.The Administrative Agent and the Lenders require that, until the Standstill Termination Date: (1) neither the Noteholder Trustee nor any Noteholders be permitted to exercise any rights under the Noteholder Subsidiary Guarantees or the Noteholder Pledge Agreement, (2) neither the Noteholder Trustee nor any Noteholder be permitted to exercise any rights under the Noteholder Parent Guarantee if, as a result thereof, the Noteholder Trustee or any Noteholder would acquire, directly or indirectly, greater rights in the assets and properties of the Parent than are held by the holders of the Parent Notes, (3) the security interest in the Pledged Foreign Subsidiary Shares in favor of the Noteholder Trustee be and remain junior to the security interest of the Administrative Agent for the benefit of the Lenders therein, (4) the Noteholder Secured Guarantees be and remain secured by no Collateral other than the Pledged Foreign Subsidiary Shares and (5) the Noteholder Guarantees, other than the Noteholder Secured Guarantees, be and remain unsecured.

F.As a condition precedent to the agreement of the Administrative Agent and the Lenders to enter into the Credit Agreement and extend credit thereunder and of the Noteholders to purchase the Notes under the Indenture, the Administrative Agent and the Noteholder Trustee are required to enter into this Intercreditor Agreement confirming the requirements of the Administrative Agent and the Lenders set forth in Recital E above and the terms under which Wells Fargo Bank, National Association will act as bailee for the benefit of the Noteholder Trustee and the Noteholders with respect to the Pledged Foreign Subsidiary Shares.

NOW, THEREFORE, in consideration of the above Recitals and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

AGREEMENT

1.Certain Defined Terms.  The meanings of terms defined in this Intercreditor Agreement are equally applicable to the singular and plural forms of such defined terms. When used in this Intercreditor Agreement, the following terms have the following respective meanings:

“Administrative Agent” has the meaning set forth in the introduction to this Intercreditor Agreement.

“Bailee” means Wells Fargo Bank, National Association and any successor appointed pursuant to Section 3 of this Intercreditor Agreement.

“Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C., as amended.

“Benefited Parties” means the Administrative Agent, the Lenders, the Noteholder Trustee and the Noteholders.

“Collateral” means any property subject to a Lien securing the Credit Facility Obligations or the Noteholder Obligations.

“Company” has the meaning set forth in Recital A to this Intercreditor Agreement.

“Credit Agreement” has the meaning set forth in Recital A to this Intercreditor Agreement.

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“Credit Facility Collateral” has the meaning set forth in Recital B to this Intercreditor Agreement.

“Credit Facility Documents” means the Credit Agreement, the Credit Facility Guarantees, the Credit Facility Security Documents and any other document or instrument, whether existing or hereafter given to the Administrative Agent or any Lender in respect of the Credit Facility Obligations, as any of the same may be amended, extended or replaced from time to time.

“Credit Facility Guarantees” has the meaning set forth in Recital B to this Intercreditor Agreement.

“Credit Facility Obligations” means any and all outstanding and unpaid obligations of every nature of the Obligors (including on account of letters of credit) from time to time payable to the Lenders, the Administrative Agent or to any of them under any Credit Facility Documents, whether contingent, secured or unsecured, arising under, or in connection with, any Credit Facility Documents, by operation of law or otherwise, including any and all expenses (including, without limitation, attorneys’ fees and disbursements), premiums, fees and charges incurred in connection therewith and any interest thereon, including, without limitation, any post-petition interest accruing thereon after any Obligor becomes subject to an Insolvency Proceeding (whether or not such interest is allowable or enforceable against such Obligor or recoverable against such Obligor or its respective bankruptcy estate), whether by means of an adequate protection payment or otherwise, and including all obligations of any Obligor to repay any amount previously paid by such Obligor, which amount has been returned to such Obligor or to a trustee by the Administrative Agent or any Lender pursuant to Sections 547 or 548 of the Bankruptcy Code or otherwise.

“Credit Facility Pledge Agreement” has the meaning given such term in Recital B to this Intercreditor Agreement.

“Credit Facility Security Documents” means the Credit Facility Pledge Agreement and any other security agreement, mortgage, deed of trust, pledge agreement or other agreement or instrument pursuant to which any Obligor grants a Lien to secure the Credit Facility Obligations, whether now existing or hereafter incurred.

“Final Standstill Termination Date” means the date on or after the Standstill Termination Date that the Bailee, in its reasonable discretion, determines that the Credit Facility Obligations have been finally and indefeasibly paid, and any payments or distributions applied on the Credit Facility Obligations are not subject to being rescinded or recovered from the Administrative Agent or any Lender by any Obligor or trustee in Insolvency Proceedings of any Obligor pursuant to Sections 547 or 548 of the Bankruptcy Code or otherwise; provided, however, that in no case shall the Final Standstill Termination Date be more than 100 days after the initial Standstill Termination Date.

“Foreign Subsidiary” means a Subsidiary of the Parent that is organized under the laws of a jurisdiction other than a State of the United States of America and the material portion of the operations of which are conducted outside of the States, Districts, Territories or Possessions of the United States of America.

“Guarantee” means, as to any Person, any (1) obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such obligation, (b) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such obligation of the payment or performance of such obligation, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary

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obligor so as to enable the primary obligor to pay such obligation or (d) entered into for the purpose of assuring in any manner the obligee in respect of such obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (2) any Lien on any assets of such Person securing any obligation of the primary obligor, whether or not such obligation is assumed by such Person.

“Guarantors” has the meaning set forth in Recital B to this Intercreditor Agreement.

“Indenture” has the meaning set forth in Recital C to this Intercreditor Agreement.

“Intercreditor Agreement” has the meaning set forth in the introduction to this Intercreditor Agreement.

“Insolvency Proceeding” means (1) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, custodianship, composition or other proceeding or case relating to any Person, or any of its respective assets, (2) any dissolution or winding up of any Person, whether voluntary or involuntary and whether or not involving an insolvency or bankruptcy case or (3) any assignment for the benefit of creditors or any other marshalling of any assets of any Person.

“Lenders” has the meaning set forth in Recital A to this Intercreditor Agreement.

“Lien” means, with respect to any real or personal property, any mortgage, lien, pledge, charge, security interest, conditional assignment or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party under a conditional sale or other title retention agreement or capital lease arrangement, securing or otherwise affecting such property.

“Noteholders” has the meaning set forth in the introduction to this Intercreditor Agreement.

“Noteholder Default” means any default under the Indenture that causes, whether automatically or by reason of the exercise of optional acceleration, all of the Noteholder Obligations to become due and payable prior to their stated maturity date.

“Noteholder Documents” means the Indenture, the Notes, the Noteholder Guarantees, the Noteholder Pledge Agreement and any other document or instrument, whether existing or hereafter given to the Noteholder Trustee in respect of the Noteholder Obligations, as any of the same may be amended, extended or replaced from time to time.

“Noteholder Guarantees” has the meaning set forth in Recital D to this Intercreditor Agreement.

“Noteholder Obligations” means any and all outstanding and unpaid obligations of every nature of the Obligors from time to time payable to the Noteholders, the Noteholder Trustee or any of them under any Noteholder Documents, whether contingent, secured or unsecured, arising under, or in connection with, any Noteholder Documents, by operation of law or otherwise, including any and all expenses (including, without limitation, attorneys’ fees and disbursements), premiums, fees and charges incurred in connection therewith and any interest thereon, including, without limitation, any post-petition interest accruing thereon after any Obligor becomes subject to an Insolvency Proceeding (whether or not such interest is allowable or enforceable against such Obligor or recoverable against such Obligor or its respective bankruptcy estate), whether by means of an adequate protection payment or otherwise, and including all obligations of any Obligor to repay any amount previously paid by such Obligor, which amount has been returned to such Obligor or to a trustee by the Noteholder Trustee or any Noteholder pursuant to Sections 547 or 548 of the Bankruptcy Code or otherwise; provided “Noteholder Obligations”

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shall not include any amounts due to the Noteholder Trustee pursuant to Section 8.07 of the Indenture or pursuant to the Noteholder Guarantees in respect thereof.

“Noteholder Parent Guarantee” has the meaning set forth in Recital D to this Intercreditor Agreement.

“Noteholder Pledge Agreement” has the meaning set forth in Recital D to this Intercreditor Agreement.

“Noteholder Secured Guarantees” has the meaning set forth in Recital D to this Intercreditor Agreement.

“Noteholder Subsidiary Guarantees” has the meaning set forth in Recital D to this Intercreditor Agreement.

“Noteholder Trustee” has the meaning set forth in the introduction to this Intercreditor Agreement.

“Notes” has the meaning set forth in Recital C to this Intercreditor Agreement.

“Obligor” means any of the Parent, the Subsidiary Guarantors or the Company.

“Other Lien” means, with respect to any property of any Obligor, any of the following, whether arising at law or in equity: (1) Liens on or other interests in any such property arising in litigation, including, without limitation, attachment liens, execution liens, liens of “keepers” (including, without limitation under California Code of Civil Procedure Section 488.395), liens arising on orders for examination (including, without limitation, under California Code of Civil Procedure Sections 708.110, 708.120 and 708.205), liens arising in creditor’s suits (including without limitation under California Code of Civil Procedure Section 708.250), liens arising under charging orders (including, without limitation, under California Code of Civil Procedure Section 708.320), liens in pending actions (including, without limitation, under California Code of Civil Procedure Section 708.410), and liens of assignment orders (including, without limitation under California Code of Civil Procedure Section 708.510), (2) trust interests in any such property, whether actual, implied, or constructive, whether arising by reason of contract, law or equity, (3) forfeiture rights in any such property, whether arising by contract, law or equity and (4) any other possessory or nonpossessory interest in any of such property that would have priority over the claim of an unsecured creditor in an Insolvency Proceeding of such Person.

“Parent” has the meaning set forth in Recital A to this Intercreditor Agreement.

“Parent Notes” means the Senior Notes due 2012 and the Senior Subordinated Notes due 2012 of the Parent.

“Person” means any corporation, natural person, firm, joint venture, partnership, trust, unincorporated organization, government or any department or agency of any government.

“Pledged Foreign Subsidiary Shares” has the meaning set forth in Recital B to this Intercreditor Agreement.

“Remedial Action” means the direct or indirect exercise by the Noteholder Trustee or any Noteholder of any remedy pursuant to any Noteholder Document or applicable law (whether considered at law or in equity), to collect all or any part of the Noteholder Obligations whether by judicial action, or

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otherwise, including, without limitation, (1) any action to demand or collect payment or to commence Insolvency Proceedings, (2) foreclosure, sale in lieu of foreclosure, disposition under the UCC, collection on any Collateral or offset, (3) institution of litigation for any such purpose or (4) any action to obtain an Other Lien.

“Restricted Remedial Action” means, until the Standstill Termination Date, a Remedial Action by the Noteholder Trustee or any Noteholder (1) under or in respect of any Noteholder Subsidiary Guarantee or against any Subsidiary Guarantor (including, without limitation, any action to obtain an Other Lien on property of any Subsidiary Guarantor), (2) under or in respect of the Noteholder Pledge Agreement or any Pledged Foreign Subsidiary Shares, (3) any action to obtain an Other Lien on property of the Parent except as permitted by the proviso to the first sentence in Section 4(a) below or (4) any action to obtain an Other Lien on property of the Company unless a Noteholder Default has occurred and is continuing.

“Restricted Transfer” means any voluntary or involuntary (including, without limitation, in connection with Insolvency Proceedings of any Guarantor) (1) payment or transfer by any Subsidiary Guarantor to or for the account of the Noteholder Trustee or any Noteholder of any money, property or assets (other than on account of amounts due to the Noteholder Trustee pursuant to Section 8.07 of the Indenture or pursuant to the Noteholder Guarantees in respect thereof), (2) grant or transfer to, or receipt by, the Noteholder Trustee or any Noteholder of any Lien on property of any Subsidiary Guarantor to secure any Noteholder Obligations, other than to secure the Noteholder Secured Guarantees, (3) grant or transfer to, or receipt by, the Noteholder Trustee or any Noteholder of any Lien on property of the Parent to secure any Noteholder Obligations, other than to secure the obligations of the Parent under its Noteholder Secured Guarantee or as permitted by the proviso to Section 4(a) below, (4) grant or transfer to, or receipt by, the Noteholder Trustee or any Noteholder of any Lien on property to secure the Noteholder Secured Guarantees, other than Liens on Pledged Foreign Subsidiary Shares granted pursuant to the Noteholder Pledge Agreement or, in the case of the Parent, as permitted by the proviso to Section 4(a) below, (5) without the prior written consent of the Administrative Agent (which may be withheld in its sole discretion), grant or transfer to, or receipt by, the Noteholder Trustee or any Noteholder of any consensual Lien on property to secure the Noteholder Obligations of the Company, other than Liens on Pledged Foreign Subsidiary Shares owned by the Company granted pursuant to the Noteholder Pledge Agreement,(6) grant or transfer to, or receipt by, the Noteholder Trustee or any Noteholder of any interest in Pledged Foreign Subsidiary Shares that is of equal priority to or senior to the security interest of the Administrative Agent and the Lenders under the Credit Facility Pledge Agreement or (7) Guarantee by any Person of all or any part of the Noteholder Obligations (other than the Noteholder Guarantees).

“Standstill Period” means the period from and including the date of this Intercreditor Agreement or, if in accordance with Section 4(d) of this Intercreditor Agreement the Standstill Period is reinstated after termination, the date of such reinstatement until and including the relevant Standstill Termination Date.

“Standstill Termination Date” means the date on which each of the following conditions has been satisfied: (1) the Credit Facility Obligations shall have been paid in full in cash, (2) any letters of credit outstanding under the Credit Agreement shall have been cash collateralized or otherwise supported by backup letters of credit satisfactory to the Administrative Agent and (3) the commitments of all of the Lenders under the Credit Agreement shall have been terminated; provided, however, if, in accordance with Section 4(d) of this Intercreditor Agreement, the Standstill Period is reinstated after termination, the Standstill Termination Date shall be the date that each of the foregoing conditions is again satisfied.

“Subsidiary” means (a) any corporation more than fifty percent (50%) of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its

6

Subsidiaries, or (ii) any partnership, limited liability company, association, joint venture or similar business organization more than fifty percent (50%) of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

“Subsidiary Guarantor” means each now existing and hereafter acquired or formed Subsidiary of the Parent other than (1) the Company and (2) any Foreign Subsidiary of the Parent.

“UCC” means the Uniform Commercial Code (or any revision, amendment or successor statute) as in effect from time to time, of any state the laws of which are required as a result thereof to be applied in connection with the issue of perfection of security interests.

2.Parties Intended To Be Benefited; Persons Bound.

(a)Any and all understandings and agreements contained in this Intercreditor Agreement are solely for the benefit of the Benefited Parties, and there is no other Person who is intended to be benefited in any way by this Intercreditor Agreement.  The provisions of this Intercreditor Agreement are and are intended solely for the purpose of defining the relative rights of the Noteholder Trustee and the Noteholders, on the one hand, and the Administrative Agent on behalf of the Lenders, on the other hand.  Except as otherwise expressly provided in this Intercreditor Agreement, nothing contained in this Intercreditor Agreement is intended to or shall (1) impair, as among the Company, the Guarantors, their respective creditors (other than the Administrative Agent and the Lenders as provided herein) and the Noteholders, the obligations of the Company and the Guarantors, which are absolute and unconditional (and which are intended to rank equally with all other general unsecured obligations of the Company and the Guarantors), to pay to the Noteholders the principal of (and premium, if any) and interest (and liquidated damages, if any) on the Notes or the Noteholder Guarantees, as and when the same shall become due and payable in accordance with their terms; (2) affect the relative rights of the Noteholders against the Company, the Guarantors or creditors of the Company or of the Guarantors (other than the Administrative Agent and the Lenders as provided herein) or (3) prevent the Noteholder Trustee or any Noteholder from exercising rights and remedies otherwise permitted by applicable law upon default under the Indenture.

(b)By acknowledgement of this Intercreditor Agreement, each of the Obligors acknowledges and agrees, and any future domestic Subsidiary of the Company upon its execution of a Credit Facility Guarantee or a Noteholder Guarantee shall automatically be deemed to have acknowledged and to have agreed, that: (1) it has actual knowledge of this Intercreditor Agreement and consents hereto, (2) it is and will be bound by the terms hereof, (3) at all times during the continuance of this Intercreditor Agreement, it will, and will cause each of the other Obligors and Foreign Subsidiaries to, comply and act in accordance with the terms and provisions of this Intercreditor Agreement and (4) the terms of this Intercreditor Agreement, including the agreements of the Obligors under or with respect hereto, are for the sole benefit of the Benefited Parties, and nothing in this Intercreditor Agreement shall be construed as conferring any rights upon any Obligor or any other Person other than the Benefited Parties.

3.Appointment of Bailee, Duties of Bailee, Etc.

(a)The Administrative Agent, on behalf of the Lenders, and the Noteholder Trustee, on behalf of the Noteholders, hereby appoint Wells Fargo Bank, National Association to serve as Bailee for the Benefited Parties for purposes of holding the certificates representing the Pledged Foreign Subsidiary Shares during the Standstill Period.  Prior to the Standstill Termination Date, the Bailee shall deliver the certificates representing the Pledged Foreign Subsidiary Shares to or as directed by the Administrative Agent.  After the Standstill Termination Date and prior to the Final Standstill Termination

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Date, the Bailee shall deliver the certificates representing the Pledged Foreign Subsidiary Shares to any purchaser of such Pledged Foreign Subsidiary Shares upon receipt by the Bailee from the Noteholder Trustee of written notice that such Pledged Foreign Subsidiary Shares have been sold to such purchaser after the Standstill Termination Date.  After the Final Standstill Termination Date, the Bailee shall deliver the certificates representing the Pledged Foreign Subsidiary Shares to or as directed by the Noteholder Trustee.

(b)The Bailee shall have no duties or responsibilities except those expressly set forth in this Intercreditor Agreement.  The Bailee shall not be responsible to any Benefited Party for any recital, statement, representation or warranty in any Noteholder Documents, Credit Facility Documents or any certificate representing the Pledged Foreign Subsidiary Shares or for any Lien thereunder or the perfection or priority of any such Lien.  By its acknowledgement of this Intercreditor Agreement, the Company agrees that it will indemnify the Bailee in its capacity as Bailee (and, if the Company shall fail promptly to indemnify the Bailee as required hereby, the Administrative Agent, the Lenders and the Noteholder Trustee agree that they will, ratably in accordance with the amount of the Credit Facility Obligations and the Noteholder Obligations, but without excusing the Company for its failure to so indemnify the Bailee, indemnify the Bailee, any such indemnification to be included in, and without limitation on, the Credit Facility Obligations and Noteholder Obligations, as the case may be) for any liabilities, obligations, losses, damages, penalties, actions, judgments, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Bailee in any way relating to or arising out of this Intercreditor Agreement; provided, however, that no Benefited Party shall be liable for any such payment to the extent that the obligation to make such payment is found in a final judgment of a court of competent jurisdiction to have arisen solely from the Bailee’s gross negligence or willful misconduct; provided, further, that the Noteholder Trustee shall have no duty to indemnify the Bailee under this Intercreditor Agreement except to the extent that the Noteholder Trustee shall hold funds on account of the Noteholder Obligations that are available for such purpose.  Except for any action expressly required of the Bailee hereunder, the Bailee shall be fully justified in failing or refusing to act hereunder unless it shall be further indemnified to its reasonable satisfaction by the Benefited Parties against any and all liabilities and expenses that may be incurred by it by reason of taking or continuing to take any such action.  Except as expressly provided herein, the Bailee shall have no duty to take any affirmative steps with respect to the administration or collection on the Pledged Foreign Subsidiary Shares or any other Collateral and shall incur no liability (except to the extent the actions or omissions of the Bailee in connection therewith constitute gross negligence or willful misconduct) as a result of any disposition of Collateral.

(c)The Bailee may resign at any time by giving at least thirty (30) days’ notice thereof to the Noteholder Trustee and the Administrative Agent (such resignation to take effect upon acceptance by a successor Bailee) and the Bailee may be removed by (1) until Final Standstill Termination Date, the Administrative Agent or (2) after the Final Standstill Termination Date, the Noteholder Trustee.  The party removing the Bailee or having the right to remove the Bailee as of the date of its resignation shall have the right to appoint a successor Bailee, which, if removed by the Administrative Agent, shall be reasonably satisfactory to the Noteholder Trustee.  If no successor Bailee shall have been appointed within thirty (30) days after the notice of the intent of the Bailee to resign or the removal of the Bailee, as the case may be, then the retiring Bailee may, on behalf of the Benefited Parties, appoint a successor Bailee.  Any successor Bailee appointed pursuant to this clause shall be a commercial bank or other financial institution organized under the laws of the United States or any state thereof having a combined capital and surplus of at least $250,000,000.  Upon the acceptance by a successor Bailee of any appointment as Bailee hereunder, such successor Bailee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Bailee, and the retiring Bailee shall thereupon be discharged from its duties and obligations hereunder.  After any retiring

8

Bailee’s resignation or removal hereunder as Bailee, the indemnification provision under this Section 3 shall continue for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Bailee.

4.Standstill Agreement.

(a)Unless and until the Noteholder Trustee shall receive notice in writing from the Administrative Agent that the conditions to the Standstill Termination Date have occurred, the Noteholder Trustee agrees not to take any Restricted Remedial Action or receive any Restricted Transfer that it knows is a Restricted Transfer; provided, however, that nothing in this Intercreditor Agreement shall restrict the right of the Noteholder Trustee or the Noteholders from receiving a Restricted Transfer from, or taking any Restricted Remedial Action against, the Parent or exercising other rights or remedies under the Noteholder Parent Guarantee for the purpose of establishing and maintaining rights against the Parent that are not greater than the rights of the holders of the Parent Notes against the Parent.  The Administrative Agent agrees to give written notice to the Noteholder Trustee promptly upon, and, in any event, within five (5) business days after the occurrence of, any Standstill Termination Date.

(b)(1)Any payment or distribution, whether in cash or other property, or Lien to which the Noteholder Trustee or Noteholders would be entitled under the Noteholder Guarantees but for Section 4(a) above shall, instead, in the case of a payment or distribution, be paid over to the Administrative Agent for the benefit of the Lenders or, if received with knowledge of such prohibition by the Noteholder Trustee or any Noteholder, be held in trust for the Lenders and promptly be turned over to the Administrative Agent (with any necessary assignment or endorsement) for application against any Credit Facility Obligations then outstanding and, in the case of any such Lien, shall be released.

(2)If, but for Section 4(a) above, the Noteholder Trustee or any Noteholder would be entitled to (i) any consensual Lien on property of the Company constituting a Restricted Transfer, (ii) any interest in Pledged Foreign Subsidiary Shares owned by the Company constituting a Restricted Transfer, (iii) any Other Lien on property of the Company constituting a Restricted Remedial Action or (iv) take any Restricted Remedial Action in respect of the Noteholder Pledge Agreement or in respect of any Pledged Foreign Subsidiary Shares owned by the Company, any payment or distribution in respect thereof shall, instead be paid over to the Administrative Agent for the benefit of the Lenders or, if received with knowledge of such prohibition by the Noteholder Trustee or any Noteholder, shall be held in trust for the Lenders and promptly be turned over to the Administrative Agent (with any necessary assignment or endorsement) for application against any Credit Facility Obligations then outstanding and, in the case of any Lien, shall be released.

(c)If, after the Standstill Termination Date, any payment (in whole or in part) of any of the Credit Facility Obligations is rescinded or must otherwise be restored by the Administrative Agent or any Lender upon any Insolvency Proceeding of any Person, the Noteholder Trustee and the Noteholders agree that (1) the Standstill Period shall immediately be reinstated upon such rescission or restoration and shall remain in effect until the next Standstill Termination Date, (2) any payments or distributions on account of the Noteholder Obligations received on account of Noteholder Subsidiary Guarantees prior to the reinstatement of the Standstill Period that would have been subject to turn over to the Administrative Agent under this Section 4 during the Standstill Period, shall promptly be turned over to the Administrative Agent (with any necessary assignment or endorsement) for application against the Credit Facility Obligations in accordance with this Section 4 and (4) thereafter, until the next Standstill Termination Date, any payments or distributions on account of the Noteholder Subsidiary Guarantees received or receivable shall, to the extent otherwise provided in this Section 4, be held in

9

trust and turned over to the Administrative Agent (with any necessary assignment or endorsement) in accordance with this Section 4 as though the earlier Standstill Termination Date had not occurred.

(d)Notwithstanding anything in this Intercreditor Agreement to the contrary, during any Standstill Period, the Noteholder Trustee and the Noteholders shall not be prohibited from filing a proof of claim with respect to the Noteholder Obligations, from casting their vote or abstaining from voting for or against a plan of reorganization as permitted by Section 6(d) below, or taking any other actions to protect and preserve their unsecured claims not inconsistent with the terms of this Intercreditor Agreement.

5.Waivers; Modifications, Etc.

(a)The Administrative Agent and the Lenders may, from time to time, without the consent of, or notice to, the Noteholder Trustee or the Noteholders, without impairing any benefits provided in this Intercreditor Agreement: (1) waive, amend, supplement, restate or replace (including to increase or decrease the amount of the Credit Facility Obligations) the Credit Facility Documents (other than this Intercreditor Agreement), (2) release Liens on Collateral and accept additional Collateral to secure the Credit Facility Obligations, (3) dispose of Collateral in any manner permitted by law and, in connection therewith, prior to the Standstill Termination Date, direct the Bailee to deliver the certificates representing the Pledged Foreign Subsidiary Shares to, or as directed by, the Administrative Agent, and (4) exercise or fail to exercise any right or settle or compromise any Credit Facility Obligations and apply payments to Credit Facility Obligations in any order.  The Administrative Agent will furnish to the Noteholder Trustee promptly after execution a copy of any amendment to the Credit Facility Documents.

(b)The Noteholder Trustee and the Noteholders may, from time to time, without the consent of, or notice to the Administrative Agent or the Lenders, without impairing any benefits provided in this Intercreditor Agreement (1) waive, amend, supplement, restate or replace (including to increase or decrease the amount of the Noteholder Obligations) the Noteholder Documents (other than this Intercreditor Agreement), (2) release Liens on Collateral and, subject to the limitations expressly set forth in this Intercreditor Agreement, accept Liens on Collateral, (3) at any time after any Standstill Termination Date, including, without limitation, during the period between any such Standstill Termination Date and the Final Standstill Termination Date, dispose of Collateral in any manner permitted by law and, in accordance with this Intercreditor Agreement, direct the Bailee to deliver the certificates representing the Pledged Foreign Subsidiary Shares, (4) after the Final Standstill Termination Date, direct the Bailee to deliver the certificates representing the Pledged Foreign Subsidiary Shares to, or as directed by, the Noteholder Trustee and (5) exercise or fail to exercise any right or settle or compromise any Noteholder Obligations and apply payments to Noteholder Obligations in any order; provided, however, that, without the prior written consent of the Administrative Agent during the Standstill Period, no action will be taken, directly or indirectly, to create or otherwise suffer to exist or become effective (a) any modification to any Noteholder Document that is, taken as a whole, more restrictive than the terms of the Noteholder Documents in effect on the date of this Intercreditor Agreement or (b) any Restricted Transfer, Restricted Remedial Action or other action or document expressly prohibited by Section 4 of this Intercreditor Agreement. The Noteholder Trustee will furnish to the Administrative Agent promptly after execution a copy of any amendment to the Noteholder Documents.

(c)None of the Benefited Parties, directly or indirectly, shall take any action, consent to taking of any action, or cause or assist any Person to take any action, to challenge the validity, legality, perfection, priority or enforcement of (1) any Credit Facility Guarantee or Noteholder Guarantee or (2) any security interest (i) in the Pledged Foreign Subsidiary Shares granted by the Noteholder Pledge Agreement or the Credit Facility Pledge Agreement to secure the Noteholder Obligations or Credit

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Facility Obligations, respectively, (ii) in any other Collateral granted by any other Credit Facility Document to secure the Credit Facility Obligations, (iii) after the occurrence of a Noteholder Default, to the extent not constituting a Restricted Remedial Action or Restricted Transfer, in property of the Company to secure the Notes or (iv) permitted by the proviso to the first sentence in Section 4(a) above.

(d)Until the Standstill Termination Date, the Noteholder Trustee and Noteholders waive any subrogation, marshalling and similar rights.  After the Standstill Termination Date, the Noteholders shall be subrogated to the rights of the Administrative Agent and the Lenders to receive payments and distributions of cash, property and securities applicable to the Credit Facility Obligations until the principal of (and premium, if any) and interest (and liquidated damages, if any) on the Notes shall be paid in full.  For purposes of such subrogation, no payments or distributions to the Lenders of any cash, property or securities to which the Noteholder Trustee or the Noteholders would be entitled except for the provisions of this Intercreditor Agreement, and no payments over pursuant to the provisions of this Intercreditor Agreement to the Administrative Agent and the Lenders by the Noteholder Trustee or the Noteholders shall, as among the Company, the Guarantors and their respect creditors other than the Administrative Agent, the Lenders and the Noteholders, be deemed to be a payment or distribution by the Company to or on account of the Credit Facility Obligations.

6.Miscellaneous.

(a)All notices and other communications provided for herein shall be in writing and may be sent by overnight air courier, facsimile communication, or United States mail and shall be deemed to have been given when delivered by overnight air courier, upon receipt of facsimile communication if concurrently a copy thereof shall be sent by overnight courier to the address specified in such notice or communication or five (5) business days after deposit in United States mail with postage prepaid and properly addressed.  For purposes hereof, the addresses of the Administrative Agent and the Noteholder Trustee shall be the addresses set forth in the Credit Agreement and the Indenture, respectively, or such other address as a Benefited Party shall notify the other pursuant to the terms of this Section 6(a).

(b)This Intercreditor Agreement may be amended, modified or waived only by an instrument or instruments in writing signed by the Administrative Agent, the Noteholder Trustee and the Bailee.

(c)This Intercreditor Agreement shall be binding upon and inure to the benefit of the Bailee, each Benefited Party and their respective successors and assigns.  Each assignee, participant or transferee of any Credit Facility Obligations or Noteholder Obligations (including, without limitation, any Note) shall take such obligation subject to the provisions of this Intercreditor Agreement and to any request made, waiver or consent or other action taken or authorized hereunder, by each previous holder thereof.  The Noteholder Trustee shall not be responsible or liable in any way for any action or inaction of any Noteholder or for any amount received by any Noteholder.

(d)This Intercreditor Agreement shall continue to be effective among the Benefited Parties even though an Insolvency Proceeding involving one or more Obligors shall be pending; provided, however, that nothing herein shall be interpreted to preclude any Benefited Party from filing a proof of claim with respect to obligations due to it or from casting its vote or from abstaining from voting for or against a plan of reorganization.

(e)Each of the Administrative Agent and the Noteholder Trustee agrees to do such further acts and things and to execute and deliver such additional agreements, powers and instruments as the other may reasonably request to carry into effect the terms, provisions and purposes of this

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Intercreditor Agreement or to better assure and confirm to the Benefited Parties their respective rights, powers and remedies hereunder.

(f)This Intercreditor Agreement may be executed in any number of counterparts each of which taken together shall constitute one and the same instrument, and the parties hereto may execute this Intercreditor Agreement by signing any such counterpart.  A telecopy of any signature of any party on any counterpart shall be effective as the signature of the party executing such counterpart for purposes of the effectiveness of this Intercreditor Agreement.

(g)THIS INTERCREDITOR AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA.

(h)Headings of sections in this Intercreditor Agreement have been included for convenience of reference only and shall not be considered in interpreting this Intercreditor Agreement.

(i)If any provision in or obligation under this Intercreditor Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Intercreditor Agreement effective as of the date first above written.

ADMINISTRATIVE AGENT:
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent for itself and for each of the Lenders
By:	/s/ Alex Y. Kim
Alex Y. Kim, Vice President
BAILEE:
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Bailee
By:	/s/ Alex Y. Kim
Alex Y. Kim, Vice President

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NOTEHOLDER TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION
as Noteholder Trustee
By:	/s/ Kathy A. Larimore
Name:			Kathy A. Larimore
Title:		Vice President

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ACKNOWLEDGMENT BY COMPANY AND GUARANTORS

Each of the undersigned Obligors hereby acknowledges and agrees to the terms provisions contained in the foregoing Intercreditor Agreement and agrees to be bound by the provisions thereof as they relate to the relative rights of the Benefited Parties.  Each of the Obligors further agrees that the terms of the Intercreditor Agreement do not give any Obligor any substantive rights against any Benefited Party or the Bailee, and no Obligor shall use the violation of this Intercreditor Agreement by any party as a defense to the enforcement by any Benefited Party of any rights under the Credit Facility Documents or the Noteholder Documents.

DOLLAR FINANCIAL GROUP, INC.,

a New York corporation

/s/ Donald Gayhardt

Donald Gayhardt, President and

Chief Financial Officer

ANY KIND CHECK CASHING CENTERS, INC.

CASH UNLIMITED OF ARIZONA, INC.

CHECK MART OF LOUISIANA, INC.

CHECK MART OF NEW MEXICO, INC.

CHECK MART OF PENNSYLVANIA, INC.

CHECK MART OF TEXAS, INC.

CHECK MART OF WISCONSIN, INC.

DFG HOLDINGS, INC.

DFG INTERNATIONAL, INC.

DFG WORLD, INC.

DOLLAR FINANCIAL INSURANCE CORP.

FINANCIAL EXCHANGE COMPANY OF OHIO,
INC.

FINANCIAL EXCHANGE COMPANY OF
PENNSYLVANIA, INC.

FINANCIAL EXCHANGE COMPANY OF
PITTSBURGH, INC.

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FINANCIAL EXCHANGE COMPANY OF
VIRGINIA, INC.

LOAN MART OF OKLAHOMA, INC.

MONETARY MANAGEMENT CORPORATION
OF PENNSYLVANIA

MONETARY MANAGEMENT OF CALIFORNIA,
INC.

MONETARY MANAGEMENT OF MARYLAND,
INC.

MONETARY MANAGEMENT OF NEW YORK,
INC.

MONEYMART, INC.

MONEY MART EXPRESS, INC.

PACIFIC RING ENTERPRISES, INC.

QTV HOLDINGS, INC.

/s/ Donald Gayhardt

Donald Gayhardt, President and Chief Financial
Officer

15

EX-10.30

Exhibit 10.30

ACKNOWLEDGMENT

This ACKNOWLEDGMENT (this “Acknowledgment”) is effective as of November 13, 2003 and is made with reference to (i) that certain Exchange and Registration Rights Agreement (the “Registration Rights Agreement”) dated as of November 13, 2003 by and among DFG Holdings, Inc., a Delaware corporation (the “Company”), and GS Mezzanine Partners, L.P., a Delaware limited partnership, GS Mezzanine Partners Offshore, L.P., a Cayman Islands limited partnership, Stone Street Fund 1998, L.P., a Delaware limited partnership, Bridge Street Fund 1998, L.P., a Delaware limited partnership, Ares Leveraged Investment Fund, L.P., a Delaware limited partnership and Ares Leveraged Investment Fund II, L.P., a Delaware limited partnership (collectively, the “Initial Purchasers”), as the purchasers of the 16% Senior Notes Due 2012 of the Company (the “Senior Notes”), originally issued pursuant to that certain Exchange Agreement (the “Exchange Agreement”) dated as of November 13, 2003 by and among the Company and the Initial Purchasers and (ii) that certain Indenture dated as of November 13, 2003 by and among the Company and U.S. Bank National Association, as trustee (the “Trustee”), pursuant to which 16% Senior Notes due 2012 are to be issued by the Company in exchange for the Senior Notes (the “Replacement Notes”).  Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Registration Rights Agreement.

By execution of this Acknowledgement, the undersigned acknowledges that the definition of Securities in the Registration Rights Agreement includes notes issued in exchange for the Senior Notes, and acknowledges and agrees that the Replacement Notes constitute Securities under the Registration Rights Agreement for all purposes thereunder (it being understood that, after giving effect to any such exchange, the Senior Notes that have been surrendered or tendered and replaced by Replacement Notes shall no longer constitute Securities under the Registration Rights Agreement).

THIS ACKNOWLEDGEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

This Acknowledgment may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

527065

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IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgment to be duly executed, as of the day and year first above written.

DFG HOLDINGS, INC.
By:	/s/ Donald F. Gayhardt
	Name:  Donald F. Gayhardt
	Title:  President
GS MEZZANINE PARTNERS, L.P.
By:  GS Mezzanine Advisors, L.L.C., its general partner
By:	/s/ Katherine B. Enquist
	Name: Katherine B. Enquist
	Title: Vice President
GS MEZZANINE PARTNERS OFFSHORE, L.P.
By:  GS Mezzanine Advisors, L.L.C., its general partner
By:	/s/ Katherine B. Enquist
	Name: Katherine B. Enquist
	Title: Vice President
STONE STREET FUND 1998, L.P.
By:  Stone Street 1998, L.L.C., its general partner
By:	/s/ Katherine B. Enquist
	Name: Katherine B. Enquist
	Title: Vice President

BRIDGE STREET FUND 1998, L.P.
By:  Stone Street 1998, L.L.C., its general partner
By:	/s/ Katherine B. Enquist
	Name: Katherine B. Enquist
	Title:Vice President
ARES LEVERAGED INVESTMENT FUND, L.P.
By:  ARES Management, L.P.
By:  ARES Operating Member, LLC, its general partner
By:	/s/ Jeff Serota
	Name: Jeff Serota
	Title: Vice President
ARES LEVERAGED INVESTMENT FUND II, L.P.
By:  ARES Management II, L.P.
By:  ARES Operating Member II, LLC, its general partner
By:	/s/ Jeff Serota
	Name: Jeff Serota
	Title:Vice President

EX-10.31

Exhibit 10.31

ACKNOWLEDGMENT

This ACKNOWLEDGMENT (this “Acknowledgment”) is effective as of November 13, 2003 and is made with reference to (i) that certain Exchange and Registration Rights Agreement (the “Registration Rights Agreement”) dated as of November 13, 2003 by and among DFG Holdings, Inc., a Delaware corporation (the “Company”), and GS Mezzanine Partners, L.P., a Delaware limited partnership, GS Mezzanine Partners Offshore, L.P., a Cayman Islands limited partnership, Stone Street Fund 1998, L.P., a Delaware limited partnership, Bridge Street Fund 1998, L.P., a Delaware limited partnership, Ares Leveraged Investment Fund, L.P., a Delaware limited partnership and Ares Leveraged Investment Fund II, L.P., a Delaware limited partnership (collectively, the “Initial Purchasers”), as the purchasers of the 13.95% Senior Subordinated Notes Due 2012 of the Company (the “Subordinated Notes”), originally issued pursuant to that certain Exchange Agreement (the “Exchange Agreement”) dated as of November 13, 2003 by and among the Company and the Initial Purchasers and (ii) that certain Indenture dated as of November 13, 2003 by and among the Company and U.S. Bank National Association, as trustee (the “Trustee”), pursuant to which 13.95% Senior Subordinated Notes due 2012 are to be issued by the Company in exchange for the Subordinated Notes (the “Replacement Notes”).  Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Registration Rights Agreement.

By execution of this Acknowledgement, the undersigned acknowledges that the definition of Securities in the Registration Rights Agreement includes notes issued in exchange for the Subordinated Notes, and acknowledges and agrees that the Replacement Notes constitute Securities under the Registration Rights Agreement for all purposes thereunder (it being understood that, after giving effect to any such exchange, the Subordinated Notes that have been surrendered or tendered and replaced by Replacement Notes shall no longer constitute Securities under the Registration Rights Agreement).

THIS ACKNOWLEDGEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

This Acknowledgment may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

527683

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IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgment to be duly executed, as of the day and year first above written.

DFG HOLDINGS, INC.
By:	/s/ Donald F. Gayhardt
	Name: Donald F. Gayhardt
	Title:  President
GS MEZZANINE PARTNERS, L.P.
By:  GS Mezzanine Advisors, L.L.C., its general partner
By:	/s/ Katherine B. Enquist
	Name: Katherine B. Enquist
	Title: Vice President
GS MEZZANINE PARTNERS OFFSHORE, L.P.
By:  GS Mezzanine Advisors, L.L.C., its general partner
By:	/s/ Katherine B. Enquist
	Name: Katherine B. Enquist
	Title:Vice President
STONE STREET FUND 1998, L.P.
By:  Stone Street 1998, L.L.C., its general partner
By:	/s/ Katherine B. Enquist
	Name: Katherine B. Enquist
	Title:Vice President

BRIDGE STREET FUND 1998, L.P.
By:  Stone Street 1998, L.L.C., its general partner
By:	/s/ Katherine B. Enquist
	Name: Katherine B. Enquist
	Title:Vice President
ARES LEVERAGED INVESTMENT FUND, L.P.
By:  ARES Management, L.P.
By:  ARES Operating Member, LLC, its general partner
By:	/s/ Jeff Serota
	Name: Jeff Serota
	Title: Vice President
ARES LEVERAGED INVESTMENT FUND II, L.P.
By:  ARES Management II, L.P.
By:  ARES Operating Member II, LLC, its general partner
By:	/s/ Jeff Serota
	Name: Jeff Serota
	Title:Vice President

EX-10.32

Exhibit 10.32

AMENDMENT

FIRST AMENDMENT (this “Amendment”), effective as of November 13, 2003, to the Exchange Agreement (the “Exchange Agreement”), dated as of November 13, 2003, by and between DFG Holdings, Inc., a Delaware corporation (the “Company”), GS Mezzanine Partners, L.P., a limited partnership organized under the laws of Delaware (“GS Mezzanine”), GS Mezzanine Partners Offshore, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“GS Mezzanine Offshore”), Stone Street Fund 1998, L.P., a limited partnership organized under the laws of Delaware (“Stone Street”), Bridge Street Fund 1998, L.P., a limited partnership organized under the laws of Delaware (“Bridge Street”, and collectively with Stone Street, GS Mezzanine and GS Mezzanine Offshore, the “GSMP Purchasers”), Ares Leveraged Investment Fund, L.P., a limited partnership organized under the laws of Delaware (“Ares I”) and Ares Leveraged Investment Fund II, L.P., a limited partnership organized under the laws of Delaware (“Ares II” and, collectively with Ares I, “Ares” and, collectively with the GSMP Purchasers, the “Purchasers”).  Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Exchange Agreement.

RECITALS

WHEREAS, pursuant to the Exchange Agreement, the Company sold $49,351,422.48 in aggregate principal amount of 16% Senior Notes Due 2012 (the “Notes”) to the Purchasers,

WHEREAS, pursuant to Section 9.17 of the Exchange Agreement, the Purchasers constituting the Required Holders requested that the Company enter into an Indenture (as hereinafter defined) with an indenture trustee under which replacement notes (the “Replacement Notes”) in aggregate principal amount of $49,351,422 will be issued to the Purchasers in exchange for the Notes and certain covenants and agreements of the Company under the Exchange Agreement will be substituted for with covenants and agreements to be set forth under the Indenture,

WHEREAS, concurrently herewith, the Company is entering into an Indenture (the “Indenture”) with U.S. Bank National Association, as Trustee (the “Trustee”) in the form of Exhibit A hereto,

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows:

1.Definitions.  Section 1 of the Exchange Agreement is hereby amended as follows:

(a)The first sentence of Section 1.1 is hereby deleted and replaced with the following:

“Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Indenture.  In addition, the following terms shall have the meanings specified herein unless the context otherwise requires.”

(b)All defined terms used in the Sections of the Exchange Agreement that are being deleted pursuant to Section 2 of this Amendment are hereby deleted in their entirety unless such defined terms are used elsewhere in the Exchange Agreement and the Indenture does not contain definitions for such terms.  In the event that the Indenture contains a definition for any term used in the

Exchange Agreement, the definition set forth in the Exchange Agreement is replaced in its entirety by the definition set forth in the Indenture.

(c)The following definitions hereby replace the existing definitions of such terms set forth in Section 1.1 of the Exchange Agreement:

“Company Financial Statements” means the financial statements of the Company filed with the Commission pursuant to its obligations under Section 5.03 of the Indenture.

“Special Interest” means Liquidated Damages, as defined in the Indenture.

“Required Holders” means Purchasers who hold more than 50% of the aggregate principal amount of the outstanding Notes.

2.Other Amendments to the Exchange Agreement.

(a)Section 6 (“Covenants to Provide Information”) is hereby deleted in its entirety and a new Section 6.1 is hereby substituted in place thereof as follows:

“Section 6.1.Covenant to Provide Information.  So long as the Purchasers hold any Notes, the Company covenants and agrees with each Purchaser that at least ten (10) days prior thereto, it will deliver to each Purchaser a written notice of any proposed extension, renewal, refinancing or modification of any Indebtedness exceeding $250,000 of the Company or any of its Subsidiaries.”

(b)Section 7 (“Other Affirmative Covenants”) of the Exchange Agreement, except Sections 7.3(c), 7.3 (d) and 7.8, is hereby deleted in their entirety.

(c)Section 8 (“Negative Covenants”) of the Exchange Agreement is hereby deleted in its entirety and a new Section 8.1 is hereby substituted in place thereof as follows:

“8.1.Amendment of Indenture.  The Company shall not amend or waive the provisions of Sections 3.02, 3.08 and 5.17 of the Indenture, or any of the definitions used in such Sections, without the prior written consent of Ares, so long as Ares owns any Notes.”

(d)Sections 9.13 (“DTC Agreement”), 9.14 (“Portal”) and 9.17 (Exchange Right), Section 10 (“The Notes”), Section 11 (“Events of Default”) and Section 12 (“Redemption”) of the Exchange Agreement are hereby deleted in their entirety.

(e)Section 14.4 of the Exchange Agreement is hereby replaced in its entirety with the following:

“Section 14.4.        Amendments, Waiver and Consents.  This Agreement may be amended and the observance of any term hereof may be waived (either retroactively or prospectively) with (and only with) the written consent of the Company and the Required Holders; provided however, that no such amendment or waiver may, without the prior written consent of the Holder of each Note and Exchange Note then outstanding and affected thereby (a) subject any Holder to any additional obligation or (b)

2

amend or waive the provisions of Section 7.8 or any of the definitions used in such Section.  No amendment or waiver of this Agreement will extend to or affect any obligation, covenant or agreement not expressly amended or waived or thereby impair any right consequent thereon.  As used herein, the term “Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.”

(f)Exhibit A of the Exchange Agreement is hereby replaced with Sections 2.02 and 2.03 of the Indenture.  Without limiting the generality of the foregoing, each Purchaser acknowledges and agrees that the percentage used in calculating the Adjusted Actual Payment has been changed from 16.67%  to 16.51%.

(g)Schedule A to the Exchange Agreement is replaced in its entirety with Schedule A attached hereto.

3.Indenture.  Concurrently herewith, the Company shall enter into the Indenture.

4.Exchange of the Notes.  Concurrently herewith, the Company will issue and cause to be authenticated, in accordance with the terms of the Indenture, Replacement Notes in the form set forth in Sections 2.02 and 2.03 of the Indenture.  The Replacement Notes shall be issued, in exchange for the Notes surrendered by the Purchasers, in principal amounts equal to the respective principal amounts of the Notes so surrendered by each Purchaser.  To receive Replacement Notes, each Purchaser shall surrender all of its Notes.  The Replacement Notes will be issued in the form of one or more Global Notes (as defined in the Indenture) authenticated by the Trustee as of November 13, 2003 and registered in the name of the Depository Trust Company, as the Depositary (“DTC”), or its nominee, and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of the beneficial owners of the Replacement Notes represented thereby.  From and after the date of surrender, the Notes shall cease to bear interest and shall cease to be outstanding for any purpose.

5.Conditions to Effectiveness.  This Amendment shall become effective upon (a) the due authorization, execution and delivery of the Indenture by the parties thereto, (b) the surrender by the Purchasers of all of their Notes, (c) the execution and delivery by the Company of the Replacement Notes to the Trustee, the authentication of the Replacement Notes by the Trustee and the delivery of the Replacement Notes to DTC pursuant to Section 4 hereof, (d) the compliance by the Company with its obligations pursuant to Sections 9.13 and 9.14 of the Exchange Agreement with respect to the Replacement Notes and (e) the receipt by the Trustee and each Purchaser of opinions in form and substance satisfactory to each Purchaser, dated the date hereof, from Irell & Manella LLP, counsel to the Company, as to the Indenture, the Replacement Notes and this Amendment, and such other matters as the Trustee or the Purchasers may reasonably request.

6.Exchange Agreement Remains in Effect; Indenture Controls.

(a)Except as expressly amended herein or as provided in clause (b) of this Section 6, the Exchange Agreement shall continue to be, and shall remain, in full force and effect.  This Amendment shall not be deemed to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Exchange Agreement or to prejudice any other right or rights which the Holders may now have or may have in the future under or in connection with the Exchange Agreement or any

3

of the instruments or agreements referred to therein, as the same may be amended from time to time.  The representations of the Purchasers set forth in Section 5 of the Exchange Agreement shall apply mutatis mutandi to this Amendment, as though fully set forth herein with respect to the Replacement Notes.

(b)In the event of any conflict between the provisions of the Exchange Agreement and the provisions of the Indenture, the provisions of the Indenture shall control and shall be deemed to have superseded and replaced the conflicting provisions of the Exchange Agreement.

7.Counterparts.  This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  It shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart.  Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

8.Acknowledgement.  Reference is hereby made to (a) that certain Note SN-3, dated November 13, 2003, made by the Company in favor of Stone Street in the original principal amount of US$1,061,174.28 (the “Stone Note”) and (b) that certain Note SN-4, dated November 13, 2003, made by the Company in favor of Bridge Street in the original principal amount of US$320,131.38 (the “Bridge Note,” and together with the Stone Note, the “3-4 Notes”) each issued under the Exchange Agreement.  Stone Street acknowledges that the Stone Note was exchanged for a Replacement Note in the aggregate principal amount of US$1,061,174 and Bridge Street acknowledges that the Bridge Note was exchanged for a Replacement Note in the aggregate principal amount of US$320,131, in each case as of November 13, 2003 pursuant to this Amendment.  Accordingly, each of Stone Street and Bridge Street, being the owner and holder of its respective 3-4 Note, by execution of this Amendment, hereby acknowledges full satisfaction of all amounts owing under such 3-4 Note and hereby cancels the same.  The original of such 3-4 Note not being available, Stone Street and Bridge Street each hereby agrees to indemnify and hold the Company harmless from and against any claim that the amounts evidenced by the Stone Note or the Bridge Note, as the case may be, have not been satisfied.  Each of Stone Street and Bridge Street represents that it has not sold, assigned, pledged, transferred, negotiated, deposited under any agreement, or hypothecated its respective 3-4 Note or any interest therein, or signed any power of attorney or other authorization respecting the same which is now outstanding and in force or otherwise deposed of the same, and no person, firm, corporation, or other entity has or has asserted any right, title, claim, equity or interest in, to, or respecting the same.  Each of Stone Street and Bridge Street further agrees to return its 3-4 Notes to the Trustee no later than December 23, 2003.

9.GOVERNING LAW.  THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

525568

4

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, as of the day and year first above written.

DFG HOLDINGS, INC.
By:	/s/ Donald F. Gayhardt
	Name: Donald F. Gayhardt
	Title: President
GS MEZZANINE PARTNERS, L.P.
By:  GS Mezzanine Advisors, L.L.C., its general partner
By:	/s/ Katherine B. Enquist
	Name: Katherine B. Enquist
	Title: Vice President
GS MEZZANINE PARTNERS OFFSHORE, L.P.
By:  GS Mezzanine Advisors, L.L.C., its general partner
By:	/s/ Katherine B. Enquist
	Name: Katherine B. Enquist
	Title: Vice President
STONE STREET FUND 1998, L.P.
By:  Stone Street 1998, L.L.C., its general partner
By:	/s/ Katherine B. Enquist
	Name: Katherine B. Enquist
	Title: Vice President

BRIDGE STREET FUND 1998, L.P.
By:  Stone Street 1998, L.L.C., its general partner
By:	/s/ Katherine B. Enquist
	Name: Katherine B. Enquist
	Title: Vice President
ARES LEVERAGED INVESTMENT FUND, L.P.
By:  ARES Management, L.P.
By:  ARES Operating Member, LLC, its general partner
By:	/s/ Jeff Serota
	Name: Jeff Serota
	Title: Vice President
ARES LEVERAGED INVESTMENT FUND II, L.P.
By:  ARES Management II, L.P.
By:  ARES Operating Member II, LLC, its general partner
By:	/s/ Jeff Serota
	Name: Jeff Serota
	Title: Vice President

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Name and Address of Purchaser	Principal Amount at Maturity of the Existing Holdings Notes to be Surrendered		Principal Amount of the Notes to be Received		Financing Payment		Redemption of Existing Holdings Notes pursuant to Section 3.6(1)
GS MEZZANINE PARTNERS, L.P. 85 Broad Street New York, New York 10004 Telecopy: (212) 902-3000 Attention:  Ben Adler	$	30,294,400.03	$	24,788,508	$	743,655.22	$	5,023,000.00
GS MEZZANINE PARTNERS OFFSHORE, L.P. c/o GS Mezzanine Partners L.P. 85 Broad Street New York, New York 10004 Telecopy: (212) 902-3000 Attention:  Ben Adler	$	16,267,631.07	$	13,311,325	$	399,339.75	$	2,697,000.00
STONE STREET FUND 1998, L.P. 85 Broad Street New York, New York 10004 Telecopy: (212) 902-3000 Attention:  Ben Adler	$	1,296,846.01	$	1,061,174	$	31,835.23	$	215,000.00
BRIDGE STREET FUND 1998, L.P. 85 Broad Street New York, New York 10004 Telecopy: (212) 902-3000 Attention:  Ben Adler	$	391,369.81	$	320,131	$	9,603.94	$	65,000.00

(1)Shows 50% of the aggregate amount of redemption.  The other 50% are shown in the Subordinated Note Exchange Agreement as applied to the Existing Holdings Notes exchanged for the Subordinated Notes.

ARES LEVERAGED INVESTMENT FUND, L.P. 1999 Avenue of the Stars, Suite 1900 Los Angeles, California 90067 Telecopy: (310) 201-4170 Attention:  Jeff Serota	$	6,031,280.87	$	4,935,142	$	148,054.26	$	1,000,000.00
ARES LEVERAGED INVESTMENT FUND II, L.P. 1999 Avenue of the Stars, Suite 1900, Los Angeles, California 90067 Telecopy: (310) 201-4170 Attention:  Jeff Serota	$	6,031,280.86	$	4,935,142	$	148,054.26	$	1,000,000.00
TOTAL:	$	60,312,808.65	$	49,351,422	$	1,480,542.67	$	10,000,000.00

EX-10.33

Exhibit 10.33

AMENDMENT

FIRST AMENDMENT (this “Amendment”), effective as of November 13, 2003, to the Exchange Agreement (the “Exchange Agreement”), dated as of November 13, 2003, by and between DFG Holdings, Inc., a Delaware corporation (the “Company”), GS Mezzanine Partners, L.P., a limited partnership organized under the laws of Delaware (“GS Mezzanine”), GS Mezzanine Partners Offshore, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“GS Mezzanine Offshore”), Stone Street Fund 1998, L.P., a limited partnership organized under the laws of Delaware (“Stone Street”), Bridge Street Fund 1998, L.P., a limited partnership organized under the laws of Delaware (“Bridge Street”, and collectively with Stone Street, GS Mezzanine and GS Mezzanine Offshore, the “GSMP Purchasers”), Ares Leveraged Investment Fund, L.P., a limited partnership organized under the laws of Delaware (“Ares I”) and Ares Leveraged Investment Fund II, L.P., a limited partnership organized under the laws of Delaware (“Ares II” and, collectively with Ares I, “Ares” and, collectively with the GSMP Purchasers, the “Purchasers”).  Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Exchange Agreement.

RECITALS

WHEREAS, pursuant to the Exchange Agreement, the Company sold $49,351,422.48 in aggregate principal amount of 13.95% Senior Subordinated Notes Due 2012 (the “Notes”) to the Purchasers,

WHEREAS, pursuant to Section 9.17 of the Exchange Agreement, the Purchasers constituting the Required Holders requested that the Company enter into an Indenture (as hereinafter defined) with an indenture trustee under which replacement notes (the “Replacement Notes”) in aggregate principal amount of $49,351,422 will be issued to the Purchasers in exchange for the Notes and certain covenants and agreements of the Company under the Exchange Agreement will be substituted for with covenants and agreements to be set forth under the Indenture,

WHEREAS, concurrently herewith, the Company is entering into an Indenture (the “Indenture”) with U.S. Bank National Association, as Trustee (the “Trustee”) in the form of Exhibit A hereto,

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows:

1.Definitions.  Section 1 of the Exchange Agreement is hereby amended as follows:

(a)The first sentence of Section 1.1 is hereby deleted and replaced with the following:

“Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Indenture.  In addition, the following terms shall have the meanings specified herein unless the context otherwise requires.”

(b)All defined terms used in the Sections of the Exchange Agreement that are being deleted pursuant to Section 2 of this Amendment are hereby deleted in their entirety unless such defined terms are used elsewhere in the Exchange Agreement and the Indenture does not contain

definitions for such terms.  In the event that the Indenture contains a definition for any term used in the Exchange Agreement, the definition set forth in the Exchange Agreement is replaced in its entirety by the definition set forth in the Indenture.

(c)The following definitions hereby replace the existing definitions of such terms set forth in Section 1.1 of the Exchange Agreement:

“Company Financial Statements” means the financial statements of the Company filed with the Commission pursuant to its obligations under Section 5.03 of the Indenture.

“Special Interest” means Liquidated Damages, as defined in the Indenture.

“Required Holders” means Purchasers who hold more than 50% of the aggregate principal amount of the outstanding Notes.

2.Other Amendments to the Exchange Agreement.

(a)Section 6 (“Covenants to Provide Information”) is hereby deleted in its entirety and a new Section 6.1 is hereby substituted in place thereof as follows:

“Section 6.1.Covenant to Provide Information.  So long as the Purchasers hold any Notes, the Company covenants and agrees with each Purchaser that at least ten (10) days prior thereto, it will deliver to each Purchaser a written notice of any proposed extension, renewal, refinancing or modification of any Indebtedness exceeding $250,000 of the Company or any of its Subsidiaries.”

(b)Section 7 (“Other Affirmative Covenants”) of the Exchange Agreement, except Sections 7.3(c), 7.3 (d) and 7.8, is hereby deleted in their entirety.

(c)Section 8 (“Negative Covenants”) of the Exchange Agreement is hereby deleted in its entirety and a new Section 8.1 is hereby substituted in place thereof as follows:

“8.1.Amendment of Indenture.  The Company shall not amend or waive the provisions of Sections 3.02, 3.08 and 5.17 of the Indenture, or any of the definitions used in such Sections, without the prior written consent of Ares, so long as Ares owns any Notes.”

(d)Sections 9.13 (“DTC Agreement”), 9.14 (“Portal”) and 9.17 (Exchange Right), Section 10 (“The Notes”), Section 11 (“Events of Default”) and Section 12 (“Redemption”) of the Exchange Agreement are hereby deleted in their entirety.

(e)Section 15.4 of the Exchange Agreement is hereby replaced in its entirety with the following:

“Section 15.4. Amendments, Waiver and Consents.  This Agreement may be amended and the observance of any term hereof may be waived (either retroactively or prospectively) with (and only with) the written consent of the Company and the Required Holders; provided however, that no such amendment or waiver may, without the prior written consent of the Holder of each Note and Exchange

2

Note then outstanding and affected thereby (a) subject any Holder to any additional obligation or (b) amend or waive the provisions of Section 7.8 or any of the definitions used in such Section.  No amendment or waiver of this Agreement will extend to or affect any obligation, covenant or agreement not expressly amended or waived or thereby impair any right consequent thereon.  As used herein, the term “Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.”

(f)Exhibit A of the Exchange Agreement is hereby replaced with Sections 2.02 and 2.03 of the Indenture.  Without limiting the generality of the foregoing, each Purchaser acknowledges and agrees that the percentage used in calculating the Adjusted Actual Payment has been changed from 14.87%  to 14.44%.

(g)Schedule A to the Exchange Agreement is replaced in its entirety with Schedule A attached hereto.

3.Indenture.  Concurrently herewith, the Company shall enter into the Indenture.

4.Exchange of the Notes.  Concurrently herewith, the Company will issue and cause to be authenticated, in accordance with the terms of the Indenture, Replacement Notes in the form set forth in Sections 2.02 and 2.03 of the Indenture.  The Replacement Notes shall be issued, in exchange for the Notes surrendered by the Purchasers, in principal amounts equal to the respective principal amounts of the Notes so surrendered by each Purchaser.  To receive Replacement Notes, each Purchaser shall surrender all of its Notes.  The Replacement Notes will be issued in the form of one or more Global Notes (as defined in the Indenture) authenticated by the Trustee as of November 13, 2003 and registered in the name of the Depository Trust Company, as the Depositary (“DTC”), or its nominee, and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of the beneficial owners of the Replacement Notes represented thereby.  From and after the date of surrender, the Notes shall cease to bear interest and shall cease to be outstanding for any purpose.

5.Conditions to Effectiveness.  This Amendment shall become effective upon (a) the due authorization, execution and delivery of the Indenture by the parties thereto, (b) the surrender by the Purchasers of all of their Notes, (c) the execution and delivery by the Company of the Replacement Notes to the Trustee, the authentication of the Replacement Notes by the Trustee and the delivery of the Replacement Notes to DTC pursuant to Section 4 hereof, (d) the compliance by the Company with its obligations pursuant to Sections 9.13 and 9.14 of the Exchange Agreement with respect to the Replacement Notes and (e) the receipt by the Trustee and each Purchaser of opinions in form and substance satisfactory to each Purchaser, dated the date hereof, from Irell & Manella LLP, counsel to the Company, as to the Indenture, the Replacement Notes and this Amendment, and such other matters as the Trustee or the Purchasers may reasonably request.

6.Exchange Agreement Remains in Effect; Indenture Controls.

(a)Except as expressly amended herein or as provided in clause (b) of this Section 6, the Exchange Agreement shall continue to be, and shall remain, in full force and effect.  This Amendment shall not be deemed to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Exchange Agreement or to prejudice any other right or rights which the Holders

3

may now have or may have in the future under or in connection with the Exchange Agreement or any of the instruments or agreements referred to therein, as the same may be amended from time to time.  The representations of the Purchasers set forth in Section 5 of the Exchange Agreement shall apply mutatis mutandi to this Amendment, as though fully set forth herein with respect to the Replacement Notes.

(b)In the event of any conflict between the provisions of the Exchange Agreement and the provisions of the Indenture, the provisions of the Indenture shall control and shall be deemed to have superseded and replaced the conflicting provisions of the Exchange Agreement.

7.Counterparts.  This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  It shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart.  Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

8.Acknowledgement.  Reference is hereby made to (a) that certain Note SU-3, dated November 13, 2003, made by the Company in favor of Stone Street in the original principal amount of US$1,061,174.28 (the “Stone Note”) and (b) that certain Note SU-4, dated November 13, 2003, made by the Company in favor of Bridge Street in the original principal amount of US$320,131.38 (the “Bridge Note,” and together with the Stone Note, the “3-4 Notes”) each issued under the Exchange Agreement.  Stone Street acknowledges that the Stone Note was exchanged for a Replacement Note in the aggregate principal amount of US$1,061,174 and Bridge Street acknowledges that the Bridge Note was exchanged for a Replacement Note in the aggregate principal amount of US$320,131, in each case as of November 13, 2003 pursuant to this Amendment.  Accordingly, each of Stone Street and Bridge Street, being the owner and holder of its respective 3-4 Note, by execution of this Amendment, hereby acknowledges full satisfaction of all amounts owing under such 3-4 Note and hereby cancels the same.  The original of such 3-4 Note not being available, Stone Street and Bridge Street each hereby agrees to indemnify and hold the Company harmless from and against any claim that the amounts evidenced by the Stone Note or the Bridge Note, as the case may be, have not been satisfied.  Each of Stone Street and Bridge Street represents that it has not sold, assigned, pledged, transferred, negotiated, deposited under any agreement, or hypothecated its respective 3-4 Note or any interest therein, or signed any power of attorney or other authorization respecting the same which is now outstanding and in force or otherwise deposed of the same, and no person, firm, corporation, or other entity has or has asserted any right, title, claim, equity or interest in, to, or respecting the same.  Each of Stone Street and Bridge Street further agrees to return its 3-4 Notes to the Trustee no later than December 23, 2003.

9.GOVERNING LAW.  THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

527679

4

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, as of the day and year first above written.

DFG HOLDINGS, INC.
By:	/s/ Donald F. Gayhardt
	Name: Donald F. Gayhardt
	Title: President
GS MEZZANINE PARTNERS, L.P.
By:  GS Mezzanine Advisors, L.L.C., its general partner
By:	/s/ Katherine B. Enquist
	Name: Katherine B. Enquist
	Title: Vice President
GS MEZZANINE PARTNERS OFFSHORE, L.P.
By:  GS Mezzanine Advisors, L.L.C., its general partner
By:	/s/ Katherine B. Enquist
	Name: Katherine B. Enquist
	Title: Vice President
STONE STREET FUND 1998, L.P.
By:  Stone Street 1998, L.L.C., its general partner
By:	/s/ Katherine B. Enquist
	Name: Katherine B. Enquist
	Title: Vice President

BRIDGE STREET FUND 1998, L.P.
By:  Stone Street 1998, L.L.C., its general partner
By:	/s/ Katherine B. Enquist
	Name: Katherine B. Enquist
	Title: Vice President
ARES LEVERAGED INVESTMENT FUND, L.P.
By:  ARES Management, L.P.
By:  ARES Operating Member, LLC, its general partner
By:	/s/ Jeff Serota
	Name: Jeff Serota
	Title: Vice President
ARES LEVERAGED INVESTMENT FUND II, L.P.
By:  ARES Management II, L.P.
By:  ARES Operating Member II, LLC, its general partner
By:	/s/ Jeff Serota
	Name: Jeff Serota
	Title: Vice President

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Name and Address of Purchaser	Principal Amount at Maturity of the Existing Holdings Notes to be Surrendered		Principal Amount of the Notes to be Received		Financing Payment		Redemption of Existing Holdings Notes pursuant to Section 3.6(1)
GS MEZZANINE PARTNERS, L.P. 85 Broad Street New York, New York 10004 Telecopy: (212) 902-3000 Attention:  Ben Adler	$	30,294,400.03	$	24,788,508	$	743,655.22	$	5,023,000.00
GS MEZZANINE PARTNERS OFFSHORE, L.P. c/o GS Mezzanine Partners L.P. 85 Broad Street New York, New York 10004 Telecopy: (212) 902-3000 Attention:  Ben Adler	$	16,267,631.07	$	13,311,325	$	399,339.75	$	2,697,000.00
STONE STREET FUND 1998, L.P. 85 Broad Street New York, New York 10004 Telecopy: (212) 902-3000 Attention:  Ben Adler	$	1,296,846.01	$	1,061,174	$	31,835.23	$	215,000.00
BRIDGE STREET FUND 1998, L.P. 85 Broad Street New York, New York 10004 Telecopy: (212) 902-3000 Attention:  Ben Adler	$	391,369.81	$	320,131	$	9,603.94	$	65,000.00

(1)Shows 50% of the aggregate amount of redemption.  The other 50% are shown in the Company Senior Note Exchange Agreement as applied to the Existing Holdings Notes exchanged for the Company Senior Notes.

7

ARES LEVERAGED INVESTMENT FUND, L.P. 1999 Avenue of the Stars, Suite 1900 Los Angeles, California 90067 Telecopy: (310) 201-4170 Attention:  Jeff Serota	$	6,031,280.87	$	4,935,142	$	148,054.26	$	1,000,000.00
ARES LEVERAGED INVESTMENT FUND II, L.P. 1999 Avenue of the Stars, Suite 1900, Los Angeles, California 90067 Telecopy: (310) 201-4170 Attention:  Jeff Serota	$	6,031,280.86	$	4,935,142	$	148,054.26	$	1,000,000.00
TOTAL:	$	60,312,808.65	$	49,351,422	$	1,480,542.67	$	10,000,000.00

8

EX-23.1

Exhibit 23.1

Consent of Independent Auditors

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated September 29, 2003 with respect to the financial statements of Dollar Financial Group, Inc. and our report dated September 29, 2003 (except for Note 16, as to which the date is November 13, 2003) with respect to the financial statements of DFG Holdings, Inc., in Amendment No. 1 to the Registration Statement (Form S-4 No. 333-111473) and related Prospectus of Dollar Financial Group, Inc.

                /s/ Ernst & Young LLP

Philadelphia, Pennsylvania

January 13, 2004

EX-99.1

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Exhibit 99.1

FORM OF LETTER OF TRANSMITTAL

DOLLAR FINANCIAL GROUP, INC.

Tender for any and all outstanding
9.75% Senior Notes due 2011,
which are not registered under the Securities Act of 1933,
in exchange for new
9.75% Senior Notes due 2011,
which have been registered under the Securities Act of 1933
PURSUANT TO THE PROSPECTUS DATED [JANUARY     , 2004]

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM, [NEW YORK CITY TIME], ON [JANUARY     , 2004], UNLESS EXTENDED (THE "EXPIRATION DATE"). OLD NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. AFTER THE EXPIRATION DATE HAS BEEN EXTENDED, OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER AS OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE MAY NOT BE WITHDRAWN AFTER THE DATE OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE.

The Exchange Agent for the Exchange Offer is
U.S. Bank National Association

By Facsimile:	By Registered or Certified Mail:	By Hand before 4:30 p.m.:
(651) 495-8156 Confirm by Telephone (800) 934-6802 Attention: Specialized Finance	U.S. Bank Corporate Trust Services 60 Livingston Avenue St. Paul Minnesota 55107 Attention: Specialized Finance	U.S. Bank Corporate Trust Services 60 Livingston Avenue St. Paul Minnesota 55107 Attention: Specialized Finance
By Overnight Courier and By Hand after 4:30 p.m. on the Expiration Date: U.S. Bank Corporate Trust Services 60 Livingston Avenue St. Paul Minnesota 55107

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

        This Letter of Transmittal is to be completed by holders of Old Notes (as defined below) either if Old Notes are to be forwarded herewith or if tenders of Old Notes are to be made by book-entry transfer to an account maintained by U.S. Bank National Association (the "Exchange Agent") at The Depository Trust Company ("DTC") pursuant to the procedures set forth in "The Exchange Offer—Procedures for Tendering" in the Prospectus (as defined below).

        Holders of Old Notes whose certificates (the "Certificates") for such Old Notes are not immediately available or who cannot deliver their Certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Old Notes according to the guaranteed delivery procedures set forth in "The Exchange Offer—Procedures for Tendering—Guaranteed Delivery Procedures" in the Prospectus.

SEE INSTRUCTION 1. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

ALL TENDERING HOLDERS COMPLETE THIS BOX:

DESCRIPTION OF OLD NOTES TENDERED
If Blank, please print Name and Address of Registered Holder		Old Notes Tendered (Attach Additional List of Notes)
		Certificate Number(s)*	Principal Amount of Old Notes	Principal Amount of Old Notes Tendered (If Less Than All)**
		Total Amount Tendered:
*	Need not be completed by book-entry holders.
**	Old Notes may be tendered in whole or in part in denominations of $1,000 and integral multiples thereof. All Old Notes held shall be deemed tendered unless a lesser number is specified in this column.

BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY:

o

CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

        Name of Tendering Institution:

        DTC Account No. Transaction Code No.

o

CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

        Name(s) of Registered Holder(s):

        Window Ticket Number (if any):

        Date of Execution of Notice of Guaranteed Delivery:

        Name of Institution which Guaranteed Delivery:

2

IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:

        Name of Tendering Institution:

        DTC Account No. Transaction Code No.

o

CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.

o

CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

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Ladies and Gentlemen:

        The undersigned hereby tenders to Dollar Financial Group, Inc., a New York corporation (the "Issuer"), the above described aggregate principal amount of the Issuer's issued and outstanding 9.75% senior notes due 2011 (the "Old Notes"), which are not registered under the Securities Act of 1933, in exchange for a like aggregate principal amount of the Issuer's new 9.75% senior notes due 2011 (the "New Notes"), which have been registered under the Securities Act of 1933, respectively, upon the terms and subject to the conditions set forth in that certain prospectus of the Issuer, dated [January     , 2004] (as the same may be amended or supplemented from time to time, the "Prospectus"), receipt of which is acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the "Exchange Offer").

        Subject to and effective upon the acceptance for exchange of all or any portion of the Old Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Issuer all right, title and interest in and to such Old Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Issuer in connection with the Exchange Offer) with respect to the tendered Old Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to (i) deliver Certificates for Old Notes to the Issuer together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Issuer, upon receipt by the Exchange Agent, as the undersigned's agent, of the New Notes to be issued in exchange for such Old Notes, (ii) present Certificates for such Old Notes for transfer, and to transfer the Old Notes on the books of the Issuer, and (iii) receive for the account of the Issuer all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms and conditions of the Exchange Offer.

THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDER-SIGNED HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE ISSUER WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE OLD NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE ISSUER OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE OLD NOTES TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENTS. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.

        The name(s) and address(es) of the registered holder(s) of the Old Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the Certificates representing such Old Notes. The Certificate number(s) and the Old Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above.

        If any tendered Old Notes are not exchanged pursuant to the Exchange Offer for any reason, or if Certificates are submitted for more Old Notes than are tendered or accepted for exchange, Certificates for such nonexchanged or nontendered Old Notes will be returned (or, in the case of Old Notes tendered by book-entry transfer, such Old Notes will be credited to an account maintained at DTC), without expense to the tendering holder, promptly following the expiration or termination of the Exchange Offer.

        The undersigned understands that tenders of Old Notes pursuant to any one of the procedures described in "The Exchange Offer—Procedures for Tendering" in the Prospectus and in the instructions hereto will, upon the Issuer's acceptance for exchange of such tendered Old Notes, constitute a binding agreement between the undersigned and the Issuer upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Issuer may not be required to accept for exchange any of the Old Notes tendered hereby.

        Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, the undersigned hereby directs that the New Notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Old Notes, that such New Notes be credited to the account indicated above maintained at DTC. If

4

applicable, substitute Certificates representing Old Notes not exchanged or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of Old Notes, will be credited to the account indicated above maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery Instructions," please deliver New Notes to the undersigned at the address shown below the undersigned's signature.

        By tendering Old Notes and executing this Letter of Transmittal, the undersigned hereby represents and agrees that (i) the undersigned is not an "affiliate" (as defined in Rule 405 under the Securities Act) of the Issuer or any of its subsidiaries, (ii) any New Notes to be received by the undersigned are being acquired in the ordinary course of its business, (iii) the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act of 1933) of New Notes to be received in the Exchange Offer, and (iv) if the undersigned is not a broker-dealer, the undersigned is not engaged in, and does not intend to engage in, a distribution (within the meaning of the Securities Act of 1933) of such New Notes. By tendering Old Notes pursuant to the Exchange Offer and executing this Letter of Transmittal, a holder of Old Notes which is a broker-dealer represents and agrees, consistent with certain interpretive letters issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission to third parties, that (a) such Old Notes held by the broker-dealer are held only as a nominee, or (b) such Old Notes were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities and it will deliver the Prospectus (as amended or supplemented from time to time) meeting the requirements of the Securities Act of 1933 in connection with any resale of such New Notes (provided that, by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933). See "The Exchange Offer—Terms of the Exchange Offer" and "Plan of Distribution" in the Prospectus.

        The Issuer has agreed that, subject to the provisions of the Registration Rights Agreement dated as of November 13, 2003 by and among the Issuer and the Initial Purchasers (as defined therein) (the "Registration Rights Agreement"), the Prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer in connection with resales of New Notes received in exchange for Old Notes, where such Old Notes were acquired by such participating broker-dealer for its own account as a result of market-making activities or other trading activities, for a period ending 180 days after the Expiration Date (subject to extension under certain limited circumstances described in the Prospectus) or, if earlier, when all such New Notes have been disposed of by such participating broker-dealer. However, a participating broker-dealer who intends to use the Prospectus in connection with the resale of New Notes received in exchange for Old Notes pursuant to the Exchange Offer must notify the Issuer, or cause the Issuer to be notified, on or prior to the Expiration Date, that it is a participating broker-dealer. Such notice may be given in the space provided herein for that purpose or may be delivered to the Exchange Agent at one of the addresses set forth in the Prospectus under "The Exchange Offer—Exchange Agent." In that regard, each participating broker-dealer, by tendering such Old Notes and executing this Letter of Transmittal, agrees that, upon receipt of notice from the Issuer of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material respect or which causes the Prospectus to omit to state a material fact necessary in order to make the statements contained or incorporated by reference therein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other events specified in the Registration Rights Agreement, such participating broker-dealer will suspend the sale of New Notes pursuant to the Prospectus until the Issuer has amended or supplemented the Prospectus to correct such misstatement or omission and have furnished copies of the amended or supplemented Prospectus to the participating broker-dealer or the Issuer has given notice that the sale of the New Notes may be resumed, as the case may be.

        If the Issuer gives such notice to suspend the sale of the New Notes, the 180-day period referred to above during which participating broker-dealers are entitled to use the Prospectus in connection with the resale of New Notes shall be extended by the number of days in the period from and including the date of the giving of such notice to and including the date when the Issuer shall have made available to participating broker-dealers copies of the supplemented or amended Prospectus necessary to resume resales of the New Notes or to and including the date on which the Issuer has given notice that the use of the applicable Prospectus may be resumed, as the case may be.

        Holders of Old Notes whose Old Notes are accepted for exchange will not receive accrued interest on such Old Notes for any period from and after [                        ] (the last interest payment date to which interest has been paid or duly provided for on such Old Notes prior to the old issue date of the New Notes, or if no such date has occurred, the issue date), and the undersigned waives the right to receive any interest on such Old Notes accrued from and after [                        ].

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        All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. Except as stated in the Prospectus, this tender is irrevocable.

6

HOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)

(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)

        Must be signed by registered holder(s) exactly as name(s) appear(s) on Certificate(s) for the Old Notes hereby tendered or on a security position listing, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith (including such opinions of counsel, certifications and other information as may be required by the Issuer or the Trustee for the Old Notes to comply with the restrictions on transfer applicable to the Old Notes). If the signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary capacity or representative capacity, please set forth the signer's full title. See Instruction 5.

(SIGNATURE(S) OF HOLDER(S))

Signature(s): Dated: , 2004

Name(s):
	(Please Print)

Address:
	(Include Zip Code)

Area Code and Telephone Number:

TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER(S)

GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 2 AND 5)

Authorized Signature:

Name:
	(Please Print)

Date: , 2004

Capacity of Title:

Name of Firm:

Address:
	(Include Zip Code)

Area Code and Telephone Number:

7

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 5 AND 6)

            To be completed ONLY if the New Notes are to be issued in the name of someone other than the registered holder of the Old Notes whose name(s) appear(s) above:

Issue New Notes to:

Name:	(Please Print)
Address:
	(Include Zip Code)
(Taxpayer Identification or Social Security No.)

SPECIAL DELIVERY INSTRUCTIONS
(See, Instructions 1, 5 AND 6)

            To be completed ONLY if the New Notes are to be sent to someone other than the registered holder of the Old Notes whose name(s) appear(s) above, or to such registered holder(s) at an address other than that shown above.

Mail New Notes to:

Name:	(Please Print)
Address:
	(Include Zip Code)

8

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

        1.    Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.    This Letter of Transmittal is to be completed either if (a) Certificates are to be forwarded herewith or (b) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in "The Exchange Offer—Procedures for Tendering" in the Prospectus. Certificates, or timely confirmation of a book-entry transfer of such Old Notes into the Exchange Agent's account at DTC, as well as this Letter of Transmittal (or manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in the case of a book-entry delivery, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at one of its addresses set forth herein on or prior to the Expiration Date. Old Notes may be tendered in whole or in part in the principal amount of $1,000 and integral multiples thereof.

        Holders who wish to tender their Old Notes and (i) whose Old Notes are not immediately available or (ii) who cannot deliver their Old Notes, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or (iii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Old Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer—Procedures for Tendering—Guaranteed Delivery Procedures" in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Issuer, must be received by the Exchange Agent on or prior to the Expiration Date; and (iii) the Certificates (or a book-entry confirmation) representing all tendered Old Notes, in proper form for transfer, together with a Letter of Transmittal (or manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in the case of a book-entry delivery, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in "The Exchange Offer—Procedures for Tendering—Guaranteed Delivery Procedures" in the Prospectus.

        The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Exchange Agent, and must include a guarantee by an Eligible Institution in the form set forth in such Notice. For Old Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration Date. As used herein and in the Prospectus, "Eligible Institution" means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as "an eligible guarantor institution," including (as such terms are defined therein) (i) a bank; (ii) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer, (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association.

THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND PROPERLY INSURED OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

        The Issuer will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal (or manually signed facsimile thereof), waives any right to receive any notice of the acceptance of such tender.

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        2.    Guarantee of Signatures.    No signature guarantee on this Letter of Transmittal is required if:

(i)

this Letter of Transmittal is signed by the registered holder (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of the Old Notes) of Old Notes tendered herewith, unless such holder(s) has completed either the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" above, or



(ii)

such Old Notes are tendered for the account of a firm that is an Eligible Institution.

        In all other cases, an Eligible Institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 5.

        3.    Inadequate Space.    If the space provided in the box captioned "Description of Old Notes" is inadequate, the Certificate number(s) and/or the principal amount of Old Notes and any other required information should be listed on a separate signed schedule which is attached to this Letter of Transmittal.

        4.    Partial Tenders and Withdrawal Rights.    Tenders of Old Notes will be accepted only in the principal amount of $1,000 and integral multiples thereof. If less than all the Old Notes evidenced by any Certificate submitted are to be tendered, fill in the principal amount of Old Notes which are to be tendered in the box entitled "Principal Amount (or Principal Amount at Maturity) of Old Notes Tendered (if less than all)." In such case, new Certificate(s) for the remainder of the Old Notes that were evidenced by your old Certificate(s) will only be sent to the holder of the Old Notes, promptly after the Expiration Date. All Old Notes represented by Certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

        Except as otherwise provided herein, tenders of Old Notes may be withdrawn at any time on or prior to the Expiration Date. In order for a withdrawal to be effective on or prior to that time, a written, telegraphic, telex or facsimile transmission of such notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth above or in the Prospectus on or prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the Old Notes to be withdrawn, the aggregate principal amount of Old Notes to be withdrawn, and (if Certificates for Old Notes have been tendered) the name of the registered holder of the Old Notes as set forth on the Certificate for the Old Notes, if different from that of the person who tendered such Old Notes. If Certificates for the Old Notes have been delivered or otherwise identified to the Exchange Agent, then prior to the physical release of such Certificates for the Old Notes, the tendering holder must submit the serial numbers shown on the particular Certificates for the Old Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of Old Notes tendered for the account of an Eligible Institution. If Old Notes have been tendered pursuant to the procedures for book-entry transfer set forth in "The Exchange Offer—Procedures for Tendering," the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Old Notes, in which case a notice of withdrawal will be effective if delivered to the Exchange Agent by written, telegraphic, telex or facsimile transmission. Withdrawals of tenders of Old Notes may not be rescinded. Old Noted properly withdrawn will not be deemed validly tendered for purposes of the Exchange Offer, but may be retendered at any subsequent time on or prior to the Expiration Date by following any of the procedures described in the Prospectus under "The Exchange Offer—Procedures for Tendering."

        All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Issuer, in its sole discretion, whose determination shall be final and binding on all parties. Neither the Issuer, any affiliates or assigns of the Issuer, the Exchange Agent nor any other person shall be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any Old Notes which have

10

been tendered but which are withdrawn will be returned to the holder thereof without cost to such holder promptly after withdrawal

        5.    Signatures on Letter of Transmittal, Assignments and Endorsements.    If this Letter of Transmittal is signed by the registered holder(s) of the Old Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Certificate(s) without alteration, enlargement or any change whatsoever.

        If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

        If any tendered Old Notes are registered in different name(s) on several Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or manually signed facsimiles thereof) as there are different registrations of Certificates.

        If this Letter of Transmittal or any Certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Issuer, in its sole discretion, of such persons' authority to so act.

        When this Letter of Transmittal is signed by the registered owner(s) of the Old Notes listed and transmitted hereby, no endorsement(s) of Certificate(s) or separate bond power(s) are required unless New Notes are to be issued in the name of a person other than the registered holder(s), Signature(s) on such Certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.

        If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Old Notes listed, the Certificates must be endorsed or accompanied by appropriate bond powers, signed exactly as the name or names of the registered owner(s) appear(s) on the Certificates, and also must be accompanied by such opinions of counsel, certifications and other information as the Issuer or the Trustee for the Old Notes may require in accordance with the restrictions on transfer applicable to the Old Notes. Signatures on such Certificates or bond powers must be guaranteed by an Eligible Institution.

        6.    Special Issuance and Delivery Instructions.    If New Notes are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if New Notes are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Certificates for Old Notes not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC. See Instruction 4.

        7.    Irregularities.    The Issuer determines, in its sole discretion, all questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Old Notes, which determination shall be final and binding on all parties. The Issuer reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance of which, or exchange for, may, in the view of counsel to the Issuer, be unlawful. The Issuer also reserves the absolute right, subject to applicable law, to waive any of the conditions of the Exchange Offer set forth in the Prospectus under "The Exchange Offer—Conditions" or any conditions or irregularity in any tender of Old Notes of any particular holder whether or not similar conditions or irregularities are waived in the case of other holders. The Issuer's interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding. No tender of Old Notes will be deemed to have been validly made until all irregularities with respect to such tender have been cured or waived. Neither the Issuer, any affiliates or assigns of the Issuer, the Exchange Agent, nor any other person shall be under any duty to give notification of any irregularities in tenders or incur any liability for failure to give such notification.

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        8.    Questions, Requests for Assistance and Additional Copies.    Questions and requests for assistance may be directed to the Exchange Agent at one of its addresses and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, trust company or other nominee.

        9.    28% Backup Withholding; Substitute Form W-9.    Under U.S. Federal income tax law, a holder whose tendered Old Notes are accepted for exchange is required to provide the Exchange Agent with such holder's correct taxpayer identification number ("TIN") on Substitute Form W-9 below. If the Exchange Agent is not provided with the correct TIN, the Internal Revenue Service (the "IRS") may subject the holder or other payee to a $50 penalty. In addition, payments to such holders or other payees with respect to Old Notes exchanged pursuant to the Exchange Offer may be subject to a 28% backup withholding.

        The box in Part 2 of the Substitute Form W-9 may be checked if the tendering holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 2 is checked, the holder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 2 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Exchange Agent will withhold 28% of all payments made prior to the time a properly certified TIN is provided to the Exchange Agent. The Exchange Agent will retain such amounts withheld during the 60 day period following the date of the Substitute Form W-9. If the holder furnishes the Exchange Agent with its TIN within 60 days after the date of the Substitute Form W-9, the amounts retained during the 60 day period will be remitted to the holder and no further amounts shall be retained or withheld from payments made to the holder thereafter. If, however, the holder has not provided the Exchange Agent with its TIN within such 60 day period, amounts withheld will be remitted to the IRS as backup withholding. In addition, 28% of all payments made thereafter will be withheld and remitted to the IRS until a correct TIN is provided

        The holder is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the registered owner of the Old Notes or of the last transferee appearing on the transfers attached to, or endorsed on, the Old Notes. If the Old Notes are registered in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report.

        Certain holders (including, among others, corporations, financial institutions and certain foreign persons) may not be subject to these backup withholding and reporting requirements. Such holders should nevertheless complete the attached Substitute Form W-9 below, and write "exempt" on the face thereof, to avoid possible erroneous backup withholding. A foreign person may qualify as an exempt recipient by submitting an appropriate properly completed IRS Form W-8, signed under penalties of perjury, attesting to that holder's exempt status. Please consult the enclosed Substitute Form W-9 for additional guidance on which holders are exempt from backup withholding.

        Backup withholding is not an additional U.S. Federal income tax. Rather, the U.S. Federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is furnished to the Internal Revenue Service.

        10.    Lost, Destroyed or Stolen Certificates.    If any Certificate(s) representing Old Notes has been lost, destroyed or stolen, the holder should promptly notify the Exchange Agent. The holder will then be instructed as to the steps that must be taken in order to replace the Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen Certificate(s) have been followed.

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        11.    Security Transfer Taxes.    Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, New Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Old Notes tendered, or if a transfer tax is imposed for any reason other than the exchange of Old Notes in connection with the Exchange Offer, then the amount of any such.transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR MANUALLY SIGNED FACSIMILE THEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

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Exhibit 99.3

FORM OF LETTER TO BROKERS

DOLLAR FINANCIAL GROUP, INC.
Tender for any and all outstanding
9.75% Senior Notes due 2011,
which are not registered under the Securities Act of 1933,
in exchange for new
9.75% Senior Notes due 2011,
which have been registered under the Securities Act of 1933

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [JANUARY     , 2004], UNLESS EXTENDED (THE "EXPIRATION DATE"). OLD NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. AFTER THE EXPIRATION DATE HAS BEEN EXTENDED, OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER AS OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE MAY NOT BE WITHDRAWN AFTER THE DATE OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE.

To Our Clients:

        We are enclosing herewith a Prospectus, dated [January    , 2004] (the "Prospectus"), of Dollar Financial Group, Inc., a New York corporation (the "Issuer"), and related Letter of Transmittal (which, together with the Prospectus, constitute the "Exchange Offer") relating to the offer by the Issuer to exchange its issued and outstanding 9.75% senior notes due 2011 (the "Old Notes"), which are not registered under the Securities Act of 1933, for a like aggregate principal amount of the Issuer's new 9.75% senior notes due 2011 (the "New Notes") which have been registered under the Securities Act of 1933, respectively, upon the terms and subject to the conditions set forth in the Exchange Offer.

        The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

        We are the holder of record of Old Notes held by us for your own account. A tender of such Old Notes can be made only by us as the record holder and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Old Notes held by us for your account.

        We request instructions as to whether you wish to tender any or all of the Old Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal.

        Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Issuer that (i) the New Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business, (ii) neither the holder nor any such other person is engaging in or intends to engage in the distribution of the New Notes, (iii) neither the holder nor any such person has an arrangement or understanding with any person to participate in the distribution of such New Notes, and (iv) neither the holder nor any such other person is an "affiliate" of the Issuer as defined in Rule 405 under the Securities Act or, if the holder is an "affiliate," that the holder will comply with the registration and prospectus delivery requirements of the Securities Act of 1933 to the extent applicable. If the holder is a broker-dealer (whether or not it is also an "affiliate") that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act of 1933 in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act of 1933 in connection with any resale of such New Notes, the holder is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933.

Instructions with Respect to the Exchange Offer

        The undersigned hereby acknowledges receipt of the Prospectus and the accompanying Letter of Transmittal relating to the exchange of the Old Notes for the New Notes, which have been registered under the Securities Act of 1933, respectively, upon the terms and subject to the conditions set forth in the Exchange Offer.

        This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned.

        The aggregate face amount of the Old Notes held by you for the account of the undersigned is (fill in an amount):

$                        of the 9.75% Senior Notes due 2011

        With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

o

To tender the following Old Notes held by you for the account of the undersigned (insert amount of Old Notes to be tendered (if any):

$                        of the 9.75% Senior Notes due 2011

o

Not to tender any Old Notes held by you for the account of the undersigned.

        If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the New Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the undersigned, (ii) neither the undersigned nor any such other person is engaging in or intends to engage in the distribution of the New Notes, (iii) neither the undersigned nor any such other person has an arrangement or understanding with any person to participate in the distribution of such New Notes, and (iv) neither the undersigned nor any such other person is an "affiliate" of the Issuers as defined in Rule 405 under the Securities Act or, if the undersigned is an "affiliate," that the undersigned will comply with the registration and prospectus delivery requirements of the Securities Act of 1933 to the extent applicable. If the undersigned is a broker-dealer (whether or not it is also an "affiliate") that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act of 1933 in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act of 1933 in connection with any resale of such New Notes, the undersigned is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933.

Name of beneficial owner(s):

Signature(s):

Name(s) (please print):

Address:

Telephone Number:

Taxpayer Identification or Social Security Number:

Date:

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Exhibit 99.3

EX-99.4

Exhibit 99.4

FORM OF LETTER TO HOLDERS AND DTC PARTICIPANTS

DOLLAR FINANCIAL GROUP, INC.

Tender of
9.75% Senior Notes due 2011,
which are not registered under the Securities Act of 1933,
in exchange for
9.75% Senior Notes due 2011,
which have been registered under the Securities Act of 1933

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [JANUARY , 2004], UNLESS EXTENDED (THE "EXPIRATION DATE"). OLD NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. AFTER THE EXPIRATION DATE HAS BEEN EXTENDED, OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER AS OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE MAY NOT BE WITHDRAWN AFTER THE DATE OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE.

To Registered Holders and The Depository Trust Company Participants:

        We are enclosing herewith the materials listed below relating to the offer by Dollar Financial Group, Inc., a New York corporation (the "Issuer"), to exchange its 9.75% senior notes due 2011 (the "Old Notes"), which are not registered under the Securities Act of 1933, for a like aggregate principal amount of the Issuer's new 9.75% senior notes due 2011 (the "New Notes"), which have been registered under the Securities Act of 1933, respectively, upon the terms and subject to the conditions set forth in the Issuer's Prospectus, dated [January , 2004] (the "Prospectus") and the related Letter of Transmittal (which, together with the Prospectus constitute the "Exchange Offer").

        Enclosed herewith are copies of the following documents:

1.

Prospectus;



2.

Letter of Transmittal;



3.

Notice of Guaranteed Delivery; and



4.

Letter which may be sent to your clients for whose account you hold Old Notes in your name or in the name of your nominee, with space provided for obtaining such client's instruction with regard to the Exchange Offer.

        We urge you to contact your clients promptly. Please note that the Exchange Offer will expire on the Expiration Date unless extended.

        The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

        The Company will not pay any fee or commissions to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Old Notes to it, except as otherwise provided in Instruction 11 of the enclosed Letter of Transmittal.

        Additional copies of the enclosed material may be obtained from the Exchange Agent.