Underwriting Agreement

Exhibit 10.1 DOLLAR FINANCIAL CORP.
SHARES
COMMON STOCK
($0.001 PAR VALUE) UNDERWRITING AGREEMENT February 22, 2007Wachovia Capital Markets, LLC
375 Park Avenue (NY4070)
New York, New York 10152Ladies and Gentlemen: Green Equity Investors II, L.P. (the " Selling Stockholder" ) proposes, subject to the terms and conditions stated herein, to sell to Wachovia Capital Markets, LLC (the " Underwriter" ) an aggregate of 5,490,000 shares (the " Shares" ) of common stock, $0.001 par value (" Common Stock" ), of Dollar Financial Corp., a Delaware corporation (the " Company" ). 1. Registration Statement and Prospectus . The Company has prepared and filed with the Securities and Exchange Commission (the " Commission" ) a registration statement on Form S-3 (File No. 333-139580) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the " Securities Act" ). Such registration statement, as amended at the date hereof, including the exhibits and schedules thereto and the information deemed pursuant to Rule 430B under the Securities Act to be part of the registration statement at the time of its effectiveness, is herein referred to as the " Registration Statement." The Registration Statement has been declared effective by the Commission. The Registration Statement includes a prospectus prepared in accordance with Rule 415 under the Securities Act (the " Base Prospectus" ). A prospectus supplement reflecting the terms of the offering of the Shares and other matters set forth therein has been prepared and will be filed with the Base Prospectus pursuant to Rule 424 under the Securities Act. Such prospectus supplement, in the form first filed after the date hereof pursuant to Rule 424, is herein referred to as the " Prospectus Supplement." The Base Prospectus, as supplemented by the Prospectus Supplement, is herein referred to as the " Prospectus." Any preliminary prospectus (including any preliminary prospectus supplement) relating to the Shares filed with the Commission pursuant to Rule 424 under the Securities Act is herein referred to as a " preliminary prospectus." " Issuer Free Writing Prospectus" means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, and " free writing prospectus" means a free writing prospectus, as defined in Rule 405 under the Securities Act. Any reference herein to the Registration Statement, the Base Prospectus, any preliminary prospectus, the Time of Sale Disclosure Package (as defined below) or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of the Base Prospectus, such preliminary prospectus or the Prospectus, as the case may be, and any reference to " amend," " amendment" or " supplement"


with respect to the Registration Statement, the Base Prospectus, any preliminary prospectus, the Time of Sale Disclosure Package or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the " Exchange Act" ), that are deemed to be incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (" EDGAR" ). At 4:30 p.m. (Eastern time) on the date hereof (the " Time of Sale" ), the Company had prepared the following information (collectively, the " Time of Sale Disclosure Package" ): (a) the Base Prospectus as amended and supplemented immediately prior to the Time of Sale, (b) each Issuer Free Writing Prospectus listed on Schedule I hereto, (c) the pricing information set forth on Schedule II hereto and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package. 2. Representations and Warranties . (a) The Company represents and warrants to, and agrees with, the Underwriter as set forth below in this Section 2. (i) The Registration Statement has been declared effective by the Commission under the Securities Act. The Company has complied with all requests of the Commission, if any, for additional or supplemental information to the Commission' s satisfaction. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for such purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened or, to the best knowledge of the Company, is contemplated by the Commission. (ii) As of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date (as defined below), the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement or Prospectus, it being understood and agreed that the only


such information furnished by the Underwriter consists of the information described as such in Section 9(c) hereof. (iii) Each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424(a) under the Securities Act, complied when so filed in all material respects with the Securities Act, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (iv) At the Time of Sale, the Time of Sale Disclosure Package did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from the Time of Sale Disclosure Package made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Time of Sale Disclosure Package, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c) hereof. No statement of material fact included in the Prospectus has been omitted from the Time of Sale Disclosure Package and no statement of material fact included in the Time of Sale Disclosure Package that is required to be included in the Prospectus has been omitted therefrom. (v) Each Issuer Free Writing Prospectus listed on Schedule I does not include any information that conflicts with the information contained in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, including any document incorporated by reference therein that has not been superseded or modified; and each Issuer Free Writing Prospectus listed on Schedule I , as supplemented by and taken together with the Base Prospectus as amended and supplemented immediately prior to the Time of Sale, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by such Underwriter expressly for use in such Issuer Free Writing Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c) hereof. (v) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an " ineligible issuer," as defined in Rule 405 under the Securities Act, including the Company or any subsidiary in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a


judicial or administrative decree or order as described in Rule 405 (without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer), nor an " excluded issuer" as defined in Rule 164 under the Securities Act. (vi) Each Issuer Free Writing Prospectus satisfied, as of its issue date and at all subsequent times through the Prospectus Delivery Period (as defined below), all other conditions to use thereof set forth in Rules 164 and 433 under the Securities Act. (vii) Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Registration Statement, the Time of Sale Disclosure Package and Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business. (viii) All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Time of Sale Disclosure Package and the Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances. (ix) The Company' s authorized equity capitalization is as set forth in the Time of Sale Disclosure Package and the Prospectus; the capital stock of the Company conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus; the outstanding shares of Common Stock (including the Shares being sold hereunder by the Selling Stockholder) have been duly and validly authorized and issued and are fully paid and nonassessable; the Shares being sold hereunder by the Selling Stockholder are duly listed, and admitted and authorized for trading on the Nasdaq Global Select Market; the certificates for the Shares are in valid and sufficient form; the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Shares; and, except as set forth in the Time of Sale Disclosure Package and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding. (x) There is no franchise, contract or other document of a character required to be described in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus or the documents incorporated by reference therein, or to be filed as an exhibit


thereto, which is not described or filed as required; and the statements under " Part I- Item 3 Legal Proceedings" in the Company' s Annual Report Form 10-K for the year ended June 30, 2006, under " Part I- Item 1 Legal Proceedings" in the Company' s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, and under " Part I- Item 1 Legal Proceedings" in the Company' s Quarterly Report on Form 10-Q for the quarter ended December 31, 2006, in each case incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate in all material respects and fair summaries of such legal matters, agreements, documents or proceedings. (xi) The Company is not and, after giving effect to the offering and sale of the Shares, will not be an " investment company" as defined in the Investment Company Act of 1940, as amended. (xii) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Securities Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Shares by the Underwriter in the manner contemplated herein and in the Time of Sale Disclosure Package and the Prospectus. (xiii) This Agreement has been duly authorized, executed and delivered by the Company. (xiv) Except as disclosed in the Time of Sale Disclosure Package, since the date of the latest audited financial statements included in the Time of Sale Disclosure Package, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and it subsidiaries, taken as a whole, and except as disclosed or contemplated by the Time of Sale Disclosure Package, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. (xv) Neither the execution, delivery and performance by the Company of this Agreement nor the consummation of the transactions herein contemplated will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (a) the charter or bylaws of the Company or any of its subsidiaries, (b) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or bound or to which its or their property is subject or (c) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except with respect to clauses (b)


and (c) above for such conflicts, breaches, violations or impositions that would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business. (xvi) No holders of securities of the Company have rights to the registration of such securities under the Registration Statement except for the Selling Stockholder and whose participation satisfies and is in compliance with its rights and is set forth in the Time of Sale Disclosure Package and the Prospectus, and the holders of outstanding shares of capital stock of the Company are not entitled to statutory preemptive or other similar contractual rights to subscribe for the Shares. (xvii) The consolidated historical financial statements and schedules of the Company and its consolidated subsidiaries included in the Prospectus, the Time of Sale Disclosure Package and the Registration Statement present fairly in all material respects the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein); all pro forma or similar adjustments to historical financial data set forth in the Prospectus, the Time of Sale Disclosure Package and the Registration Statement (a) comply as to form in all material respects with the applicable requirements of Regulation S-X, (b) have been prepared in accordance with the Commission' s rules and guidelines with respect to pro forma financial statements and (c) have been properly computed in the basis described therein; all other financial data in the Prospectus, the Time of Sale Disclosure Package and the Registration Statement are accurately presented and prepared on a basis consistent with the financial statements included in the Prospectus, the Time of Sale Disclosure Package and the Registration Statement and the books and records of the Company and its subsidiaries. (xviii) No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property is pending or, to the best knowledge of the Company, threatened that (a) could reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (b) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto). (xix) Each of the Company and each of its subsidiaries owns or leases all such properties as are necessary to the conduct of its operations as presently conducted.


(xx) Neither the Company nor any subsidiary is in violation or default of (a) any provision of its charter or bylaws, (b) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject or (c) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except with respect to clauses (b) and (c) above for such violations or defaults that would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business. (xxi) Ernst & Young LLP, KPMG LLP, BOD Dunwoody LLP and Robert Wilson, who have certified certain financial statements of the Company and its consolidated subsidiaries and delivered their reports with respect to certain financial statements and schedules included in the Time of Sale Disclosure Package and the Prospectus, are independent public accountants with respect to the Company within the meaning of the Securities Act. (xxii) The Company has filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business and except as set forth in or contemplated in the Time of Sale Disclosure Package and the Prospectus (exclusive of any supplement thereto)) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Time of Sale Disclosure Package and the Prospectus (exclusive of any supplement thereto). (xxiii) No labor problem or dispute with the employees of the Company or any of its subsidiaries exists or, to the Company' s knowledge, is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its subsidiaries' principal suppliers, contractors or customers, that could have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Time of Sale Disclosure Package and the Prospectus (exclusive of any supplement thereto).


(xxiv) The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; all policies of insurance and fidelity or surety bonds insuring the Company or any of its subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; the Company and its subsidiaries are in compliance with the terms of such policies and instruments in all material respects; and there are no claims by the Company or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; and neither the Company nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Time of Sale Disclosure Package and the Prospectus (exclusive of any supplement thereto). (xxv) No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary' s capital stock to the Company, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary' s property or assets to the Company or any other subsidiary of the Company, except as described in or contemplated in the Time of Sale Disclosure Package and the Prospectus (exclusive of any supplement thereto). (xxvi) The Company and its subsidiaries possess adequate licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such license, certificate, permit or authorization which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Time of Sale Disclosure Package and the Prospectus (exclusive of any supplement thereto). (xxvii) The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management' s general or specific authorizations; (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (c) access to assets is permitted only in accordance with management' s general or specific authorization and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken


with respect to any differences. Since the date of the latest audited financial statements included or incorporated by reference in the Time of Sale Disclosure Package, there has been no change in the Company' s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company' s internal control over financial reporting; (xxviii) The Company has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (xxix) The Company and its subsidiaries are (a) in compliance with any and all applicable foreign, federal, state and local statute, rule, regulation, decision or order of any governmental agency or body or any court relating to the use, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants or relating to the protection of human health and safety or the environment (" Environmental Laws" ), (b) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (c) have not received notice of any actual or potential liability under any Environmental Law, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals or liability would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Time of Sale Disclosure Package and the Prospectus (exclusive of any supplement thereto). Except as set forth in the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries have been named as a " potentially responsible party" under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended. (xxx) Except as disclosed in the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries is in violation of any Environmental Law, owns or operates any real property contaminated with any substance that is subject to any Environmental Law, is liable for any off-site disposal or contamination pursuant to any Environmental Laws or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim, individually or in the aggregate, would have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business; and neither the Company nor any of its subsidiaries is aware of any pending investigation which might lead to such a claim. (xxxi) The conditions for use of Form S-3, set forth in the G ...