8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

AMENDMENT NO. 1

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): June 14, 2005

DOLLAR FINANCIAL CORP.

(Exact name of registrant as specified in charter)

Not Applicable

(Former name or former address, if changed since last report)

DELAWARE
(State or Other Jurisdiction of
Incorporation or Organization) 000-50866
(Commission
file number) 23-2636866
(I.R.S. Employer
Identification Number)

1436 Lancaster Avenue, Suite 310,
Berwyn, Pennsylvania
(Address of principal executive offices)
19312
(Zip Code)

610-296-3400

(Registrant’s telephone number, including area code)

DOLLAR FINANCIAL GROUP, INC.

(Exact name of registrant as specified in charter)

Not Applicable

(Former name or former address, if changed since last report)

NEW YORK
(State or Other Jurisdiction of
Incorporation or Organization) 333-18221
(Commission
file number) 13-2997911
(I.R.S. Employer
Identification Number)

1436 Lancaster Avenue, Suite 310,
Berwyn, Pennsylvania
(Address of principal executive offices)
19312
(Zip Code)

610-296-3400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

This Current Report on Form 8-K/A is filed by Dollar Financial Corp., a Delaware corporation (“Corp”), pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and by Corp’s wholly-owned subsidiary, Dollar Financial Group, Inc., a New York corporation (“Group” and, together with Corp, the “Registrants”) pursuant to Section 15(d) of the Exchange Act. This Current Report on Form 8-K/A is being filed to amend the Current Report on Form 8-K filed by the Registrants on June 17, 2005 (the “Original Form 8-K”) to attach the exhibits referenced in the Original Form 8-K.

Item 1.01 Entry into Material Definitive Agreement

This Current Report on Form 8-K/A is being filed to attach as an exhibit the amendment dated June 14, 2005 to the Marketing and Servicing Agreement with First Bank of Delaware, dated October 18, 2002.

This Current Report on Form 8-K/A is also being filed to attach as an exhibit the termination letter dated June 15, 2005 terminating the Amended and Restated Nonexclusive Servicing and Indemnification Agreement with County Bank of Rehoboth Beach, Delaware, dated June 14, 2002.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

10.1 *Amendment dated June 14, 2005 to the Marketing and Servicing Agreement with First Bank of Delaware, dated October 18, 2002.

10.2 *Termination letter dated June 15, 2005 terminating the Amended and Restated Nonexclusive Servicing and Indemnification Agreement with County Bank of Rehoboth Beach, Delaware, dated June 14, 2002.

* An application has been submitted to the Securities & Exchange Commission for confidential treatment, pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, of portions of these exhibits. These portions have been omitted from these exhibits.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DOLLAR FINANCIAL CORP.
Date: July 26, 2005	By:	/s/ Randy Underwood
		Randy Underwood
		Executive Vice President and Chief Financial Officer

	DOLLAR FINANCIAL GROUP, INC.
Date: July 26, 2005	By:	/s/ Randy Underwood
		Randy Underwood
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	*Amendment dated June 14, 2005 to the Marketing and Servicing Agreement with First Bank of Delaware, dated October 18, 2002.
10.2	*Termination letter dated June 15, 2005 terminating the Amended and Restated Nonexclusive Servicing and Indemnification Agreement with County Bank of Rehoboth Beach, Delaware, dated June 14, 2002.

* An application has been submitted to the Securities & Exchange Commission for confidential treatment, pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, of portions of these exhibits. These portions have been omitted from these exhibits.

EX-10.1

Exhibit 10.1

CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

FIRST BANK OF DELAWARE
1000 Rocky Run Parkway
Wilmington, Delaware 19803-1455

June 14, 2005

Dollar Financial Group, Inc.
1436 Lancaster Avenue — Suite 310
Berwyn, Pennsylvania 19312-1288

          Re: Amendment of Marketing and Servicing Agreement

     Reference is made hereby to the Marketing and Servicing Agreement between us dated October 18, 2002 (the “Agreement”). As used herein, unless the context otherwise requires, all capitalized terms have the meanings ascribed to them in the Agreement.

     Exhibit “A” and any amendments thereto is hereby replaced in its entirety with the attached new Exhibit “A.”

     Section 4(h) of the Agreement is amended by deleting “[**]” in each place where it occurs and inserting “[**]”in lieu thereof. Commencing six months from the date of this letter, Lender will semiannually reevaluate the amount of [**] required under Section 4(h) and adjust it based on Loans outstanding and services provided by Servicer.

     Servicer will purchase all borrower forbearance agreements entered into by Lender [**]. The purchase price of such agreements will be paid by Servicer to Lender through the daily settlement process.

     Dollar and its affiliates may issue a press release with respect hereto and may disclose this Amendment to the extent required by the Securities Exchange Act of 1934.

     Except as amended hereby, the Agreement is unmodified and shall remain in full force and effect.

Very truly yours, FIRST BANK OF DELAWARE
By:	/s/ Alonzo Primus
	Alonzo Primus
	Executive Vice President

Accepted and agreed to this 14^th day of
June, 2005:

DOLLAR FINANCIAL GROUP, INC.
By:	/s/ D.F. Gayhardt
	Donald F. Gayhardt
	President

** Confidential material which has been omitted and filed separately with the Securities and Exchange Commission.

Exhibit “A”

(As Revised June 14, 2005)

Pricing

Finance Charge to Borrowers

     BANK intends to charge each Borrower a Finance Charge equal to the following dollar amounts per $100 of principal advanced, based on the residence of the Borrower:

     [**]

Fees

     The Fees shall be, in respect of each $100 of principal advanced:

     [**]

Deductions

     [**]

Target Loss Rate

     The Target Loss Rate is:

     [**]

     (Reference in this exhibit to particular [**] shall not be deemed to constitute an acknowledgement by BANK that the conditions set forth in the Agreement to the conduct by DOLLAR of marketing and servicing activities in such [**] have been satisfied.)

** Confidential material which has been omitted and filed separately with the Securities and Exchange Commission.

EX-10.2

Exhibit 10.2

CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

June 15, 2005

County Bank
4200 Highway One
Rehoboth Beach, Delaware 19971-1140

Attention: Mr. David E. Gillan, Vice President

Re: Termination of Amended and Restated Nonexclusive Servicing and Indemnification Agreement
Dated June 14, 2002

Gentlemen:

     Reference is hereby made to the Amended and Restated Nonexclusive Servicing and Indemnification Agreement between us dated June 14, 2002 (the “Agreement”). Unless the context otherwise requires, capitalized terms used herein have the meanings ascribed to them in the Agreement.

     As a result of impending changes to the business model under which Lender requires Servicer to operate, both parties desire to terminate the Agreement, subject to the following terms and conditions:

     1. Servicer will cease origination of Loans in accordance with a schedule to be determined in consultation with Lender and will completely cease origination of new Loans not later than June 30, 2005. Servicer will continue to service existing Loans and related refinances until the respective borrowers have either repaid their loans or are no longer eligible to refinance such loans.

     2. On July 27, 2005, Lender will sell, assign and transfer to Servicer, without recourse all of Lender’s right, title and interest in and to all then outstanding delinquent or defaulted Loans for which the Bank has made recovery through charges against the deferred portion of the earned and accrued [**] Bonus pursuant to Section 2.04 of the Agreement for the total purchase price of [**].

     3. On July 27, 2005, Lender will sell, assign and transfer to Servicer, without recourse, all of Lender’s right, title and interest in and to all then outstanding current Loans for the total purchase price of the [**].

     4. Notwithstanding the provisions of paragraphs 2 and 3 above, Lender will periodically sell, assign and transfer to Servicer, without recourse, [**], all of Lender’s right, title and interest in and to all then outstanding delinquent or defaulted loans for which the Bank has not made recovery through charges against the deferred portion of the earned and accrued [**] Bonus as of July 27, 2005 for the purchase price per Loan [**].

** Confidential material which has been omitted and filed separately with the Securities and Exchange Commission.

County Bank
June 15, 2005
Page 2

     5. The following matters relating to Servicer’s collection of Loans on and after the date hereof shall be subject to Lender’s approval, which approval shall in each case not be unreasonably conditioned, withheld or delayed: (a) the form and terms of any third-party servicing agreement to be utilized by Servicer; and (b) any sale or assignment by Servicer to a third party of any interest in the Loans, including the form and terms of an agreement related thereto. In connection with and following any such sale, Servicer shall (and shall cause its Services and assignees to) comply with Lender’s policies presently in effect regarding the collection of Loans.

     6. Except as otherwise provided in paragraphs 4 and 7 hereof, the parties will settle and pay to each other all amounts on deposit, due or otherwise owing each other under the Agreement not later than September 26, 2005.

     7. Notwithstanding paragraph 6, pursuant to and under the terms of Section 12 of the Litigation Fund Agreement Servicer’s obligation under the Litigation Funds Agreement shall survive termination of the Agreement.

     If after reading the foregoing, you find that this letter correctly sets forth our agreement as written, please so indicate by signing a copy in the space provided below and returning it to me by facsimile.

Very truly yours, DOLLAR FINANCIAL GROUP, INC.
By:	/s/ Randall Underwood
	Randall Underwood
	Its: Executive Vice President

Accepted and agreed to this
15^th day of June, 2005:

COUNTY BANK
By:	/s/ David E. Gillan
	David E. Gillan
	Its: Vice President

** Confidential material which has been omitted and filed separately with the Securities and Exchange Commission.