exv10w1



 






Exhibit 10.1




FIRST AMENDMENT TO CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of January
19, 2006, is entered into among ACE CASH EXPRESS, INC., a Texas corporation (the
“Borrower”), the lenders listed on the signature pages hereof as Lenders (the
“Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.



BACKGROUND




     1. The Borrower, the Lenders, and the Administrative Agent are parties to that certain First
Amended and Restated Credit Agreement, dated as of July 30, 2004 (the “Credit Agreement”).
The terms defined in the Credit Agreement and not otherwise defined herein shall be used herein as
defined in the Credit Agreement.



     2. The Borrower has requested certain amendments to the Credit Agreement in order to provide
for a temporary increase in the Seasonal Revolving Credit Commitment.



     3. The Lenders and the Administrative Agent hereby agree to amend the Credit Agreement,
subject to the terms and conditions set forth herein.



     NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereafter set
forth, and for other good and valuable consideration, the receipt and adequacy of which are all
hereby acknowledged, the Borrower, the Lenders and the Administrative Agent covenant and agree as
follows:



     Section 1. AMENDMENTS.



     (a) Section 1.01 of the Credit Agreement is hereby amended to add the defined term
“Seasonal Revolving Credit Commitment Increase Period” thereto in proper alphabetical order
to read as follows:




     “Seasonal Revolving Credit Commitment Increase Period” means the period from
and including January 20, 2006 through and including February 20, 2006.



     (b) The definition of “Seasonal Revolving Credit Commitment” set forth in Section
1.01 of the Credit Agreement is hereby amended to read as follows:




     “Seasonal Revolving Credit Commitment” shall mean, with respect to any Seasonal
Revolving Credit Lender, the Seasonal Revolving Credit Commitment of such Lender as set
forth on Schedule 2.01(b) annexed hereto, as the same may be (a) increased as to
such Lender during the Seasonal Revolving Credit Commitment Increase Period if indicated on
such Schedule 2.01(b) and (b) terminated or reduced from time to time in accordance
with the provisions of this Agreement.



 









 





     (c) Section 2.07 of the Credit Agreement is hereby amended by (i) amending the title
thereto to read “Termination or Reduction of the Total Revolving Credit Commitment; Termination
of Seasonal Revolving Credit Commitment; Increase of Seasonal Revolving Credit Commitment”; and
(ii) adding a new paragraph (e) thereto to read as follows:




     (e) Effective as of the first day of the Seasonal Revolving Credit Commitment Increase
Period, each Seasonal Revolving Credit Lender’s Seasonal Revolving Credit Commitment shall
be the amount set forth on Schedule 2.01(b). Effective as of the first day
immediately following the Seasonal Revolving Credit Commitment Increase Period each Seasonal
Revolving Credit Lender’s Commitment shall be the amount in effect immediately prior to the
Seasonal Revolving Credit Commitment Increase Period. On the first day immediately
following the Seasonal Revolving Credit Commitment Increase Period, the Borrower shall pay
so much of the aggregate Seasonal Revolving Credit Loans outstanding, if any, as shall be
necessary in order that the aggregate Seasonal Revolving Credit Loans then outstanding will
not exceed the Seasonal Revolving Credit Commitment as reduced on such date. If as a result
of any such payment, any payment of a Eurodollar Loan occurs on a day which is not on the
last day of an applicable Interest Period, the Borrower will pay any loss, cost or expense
of a Lender as a result thereof as provided in Section 2.11 of the Credit Agreement.



     (d) Schedule 2.01(b) to the Credit Agreement is hereby amended to be in the form of
Schedule 2.01(b) attached to this First Amendment.



     Section 2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its
execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof:



     (a) the representations and warranties contained in the Credit Agreement and the other Credit
Documents are true and correct on and as of the date hereof as made on and as of such date;



     (b) no event has occurred and is continuing which constitutes a Default or an Event of
Default;



     (c) (i) the Borrower has full power and authority to execute and deliver this First Amendment
and each Seasonal Revolving Credit Note payable to each Seasonal Revolving Credit Lender whose
Seasonal Revolving Credit Commitment is being increased during the Seasonal Revolving Credit
Commitment Increase Period (“Replacement Note”), (ii) this First Amendment and the
Replacement Notes have been duly executed and delivered by the Borrower, and (iii) this First
Amendment, the Replacement Notes and the Credit Agreement, as amended hereby, constitute the legal,
valid and binding obligations of the Borrower, enforceable in accordance with their respective
terms, except as enforceability may be limited by applicable debtor relief laws and by general
principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at
law) and except as rights to indemnity may be limited by federal or state securities laws;



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     (d) neither the execution, delivery and performance of this First Amendment, the Replacement
Notes and the Credit Agreement, as amended hereby, nor the consummation of any transactions
contemplated herein or therein, will conflict with (i) the certificate or articles of incorporation
or the applicable constituent documents or bylaws of the Borrower or its Subsidiaries, (ii) to
Borrower’s knowledge, any provision or law, statute, rule or regulation applicable to the Borrower
or its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Borrower,
the Subsidiaries or any of their respective properties are subject; and



     (e) no authorization, approval, consent, or other action by, notice to, or filing with, any
governmental authority or other Person not previously obtained is required for (i) the execution,
delivery or performance by the Borrower of this First Amendment or the Replacement Notes or (ii)
the acknowledgement by each Guarantor of this First Amendment.



     Section 3. CONDITIONS TO EFFECTIVENESS. This First Amendment shall be effective upon
satisfaction or completion of the following:



     (a) the Administrative Agent shall have received counterparts of this First Amendment executed
by the Required Lenders, including each Senior Revolving Credit Lender whose Seasonal Revolving
Credit Commitment is being increased during the Seasonal Revolving Credit Commitment Increase
Period;



     (b) the Administrative Agent shall have received counterparts of this First Amendment executed
by the Borrower and acknowledged by each Guarantor;



     (c) the satisfaction of the conditions set forth in Section 4.01 of the Credit
Agreement;



     (d) the Administrative Agent shall have received a certified corporate resolution of the Board
of Directors of the Borrower authorizing the execution, delivery and performance of this First
Amendment and the Replacement Notes;



     (e) the Administrative Agent shall have received an opinion of in-house counsel to the
Borrower with respect to the matters set forth in clauses (c), (d) and (e) of Section 2 of
this First Amendment and with respect to such other matters as the Administrative Agent and its
counsel shall reasonably request;



     (f) the Administrative Agent shall have received in immediately available funds (i) for the
account of the Administrative Agent an arrangement fee in an amount agreed upon between the
Borrower and the Administrative Agent and (ii) for the account of each Seasonal Revolving Credit
Lender whose Seasonal Revolving Credit Commitment is being increased during the Seasonal Revolving
Commitment Increase Period a fee in an amount equal to the product of (A) 0.10% and (B) the amount
of the increase of the Seasonal Revolving Credit Commitment of each such Seasonal Revolving Credit
Lender;



     (g) the Administrative Agent and Travelers shall have executed a Modification and Consent to
the Intercreditor Agreement which shall provide for an increase in the Total



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Commitment (as defined in the Intercreditor Agreement) to an amount not to exceed $240,000,000
during the Seasonal Revolving Credit Commitment Increase Period; and




     (h) the Administrative Agent shall have received, in form and substance satisfactory to the
Administrative Agent and its counsel, such other documents, certificates and instruments as the
Administrative Agent shall require.



     Section 4. REFERENCE TO THE CREDIT AGREEMENT.



     (a) Upon the effectiveness of this First Amendment, each reference in the Credit Agreement to
“this Agreement”, “hereunder”, or words of like import shall mean and be a reference to the Credit
Agreement, as affected and amended hereby.



     (b) The Credit Agreement, as amended by the amendments referred to above, shall remain in full
force and effect and is hereby ratified and confirmed.



     Section 5. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand all costs
and expenses of the Administrative Agent in connection with the preparation, reproduction,
execution and delivery of this First Amendment and the other instruments and documents to be
delivered hereunder (including the reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent with respect thereto).



     Section 6. GUARANTOR’S ACKNOWLEDGMENT. By signing below, each Guarantor (a)
acknowledges, consents and agrees to the execution, delivery and performance by the Borrower of
this First Amendment, (b) acknowledges and agrees that its obligations in respect of its Guaranty
Agreement (i) are not released, diminished, waived, modified, impaired or affected in any manner by
this First Amendment or any of the provisions contemplated herein, and (ii) include the increase of
the Seasonal Revolving Credit Commitment provided for in this First Amendment (c) ratifies and
confirms its obligations under its Guaranty Agreement, and (d) acknowledges and agrees that it has
no claims or offsets against, or defenses or counterclaims to, its Guaranty Agreement.



     Section 7. EXECUTION IN COUNTERPARTS. This First Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which when
so executed and delivered shall be deemed to be an original and all of which when taken together
shall constitute but one and the same instrument. For purposes of this First Amendment, a
counterpart hereof (or signature page thereto) signed and transmitted by any Person party hereto to
the Administrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to
be treated as an original. The signature of such Person thereon, for purposes hereof, is to be
considered as an original signature, and the counterpart (or signature page thereto) so transmitted
is to be considered to have the same binding effect as an original signature on an original
document.



     Section 8. GOVERNING LAW; BINDING EFFECT. This First Amendment shall be shall be
construed in accordance with and governed by the law of the State of Texas; provided, that the
Administrative Agent, the Agent, and each Lender shall retain all rights arising under



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federal law, and shall be binding upon the parties hereto and their respective successors and
assigns.




     Section 9. HEADINGS. Section headings in this First Amendment are included herein
for convenience of reference only and shall not constitute a part of this First Amendment for any
other purpose.



     Section 10. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS First
Amendment, AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN
THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



REMAINDER OF PAGE LEFT INTENTIONALLY BLANK





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     IN WITNESS WHEREOF, this First Amendment is executed as of the date first set forth above.



	 	 	 	 	 	 	 	 	 
	 	 	ACE CASH EXPRESS, INC., as Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ WILLIAM S. MCCALMONT	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	William S. McCalmont	 	 
	 

	 	 	 	Title:
	 	Executive Vice President &

Chief Financial Officer	 	 





Signature
Page to First Amendment



 









 






	 	 	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Administrative Agent, Issuing Bank, and as a
Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ JEFF BOECKMAN	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jeff Boeckman	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 





Signature
Page to First Amendment



 









 






	 	 	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ DAVID L. HOWARD	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	David L. Howard	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 





Signature
Page to First Amendment



 









 






	 	 	 	 	 	 	 	 	 
	 	 	U. S. BANK NATIONAL ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ JOHN HOLLAND	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	John Holland	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 





Signature
Page to First Amendment



 









 






	 	 	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ TRACEY SILVERMAN	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Tracey Silverman	 	 
	 

	 	 	 	Title:
	 	Sr. Vice President	 	 





Signature
Page to First Amendment



 









 






	 	 	 	 	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ ALBERT W. KELLEY	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Albert W. Kelley	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 





Signature
Page to First Amendment



 









 






	 	 	 	 	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ JOANNE BEAMANTI	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Joanne Beamanti	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 





Signature
Page to First Amendment



 









 






	 	 	 	 	 	 	 	 	 
	 	 	AMEGY BANK, N.A. (formerly known as Southwest
Bank of Texas, N.A.), as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ MELINDA N. JACKSON	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Melinda N. Jackson	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 





Signature
Page to First Amendment



 









 






	 	 	 	 	 	 	 	 	 
	 	 	CITIBANK TEXAS, N.A. (formerly known as First
American Bank, SSB), as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ HAROLD BEATTIE, JR.	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Harold Beattie, Jr.	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 





Signature
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	 	 	THE BANK OF NOVA SCOTIA, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ TODD MELLER	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Todd Meller	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 





Signature
Page to First Amendment



 









 






	 	 	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BANK, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ MICHAEL J. DURBIN	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Michael J. Durbin	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 





Signature
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	 	 	TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, as a
Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ RONALD K. BAKER	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Ronald K. Baker	 	 
	 

	 	 	 	Title:
	 	Executive Vice President	 	 





Signature
Page to First Amendment



 









 






	 	 	 	 	 	 	 	 	 
	 	 	RZB FINANCE LLC, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ CHRISTOPH HOEDL	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Christoph Hoedl	 	 
	 

	 	 	 	Title:
	 	Group Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ JOHN A. VALISKA	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	John A. Valiska	 	 
	 

	 	 	 	Title:
	 	First Vice President	 	 





Signature
Page to First Amendment



 









 






ACKNOWLEDGED AND AGREED:




CHECK EXPRESS, INC.

Q. C. & G. FINANCIAL, INC.

ACE PAYMENT SERVICES, INC. (formerly known as Public Currency, Inc.)

CHECK EXPRESS FLORIDA, INC.

CHECK EXPRESS FINANCE, INC.

CHECK-X-CHANGE CORPORATION

CHECK EXPRESS SOUTH CAROLINA, INC.

CHECK EXPRESS USA, INC.




	 	 	 	 	 	 	 
	By:	 	/s/ WILLIAM S. MCCALMONT	 	 
	 	 	 	 	 
	 

	 	Name:
	 	William S. McCalmont	 	 
	 

	 	Title:
	 	Executive Vice President &

Chief Financial Officer	 	 






Signature
Page to First Amendment




 









 








SCHEDULE 2.01(B)




Seasonal Revolving Credit Commitments




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Seasonal Revolving	 	 
	 	 	 	 	 	 	Credit Commitment	 	 
	 	 	Seasonal	 	during Seasonal	 	 
	 	 	Revolving	 	Revolving Credit	 	 
	 	 	Credit	 	Commitment Increase	 	 
	Lender	 	Commitment	 	Period	 	Percentage
	Wells Fargo Bank, National
Association
	 	$	9,000,000	 	 	$	15,000,000	 	 	 	15.000	%
	JPMorgan Chase Bank, N.A.
	 	$	6,975,000	 	 	$	11,625,000	 	 	 	11.625	%
	U. S. Bank, National Association
	 	$	6,150,000	 	 	$	10,250,000	 	 	 	10.250	%
	Bank of America, N.A.
	 	$	5,400,000	 	 	$	9,000,000	 	 	 	9.000	%
	Union Bank of California, N.A.
	 	$	5,400,000	 	 	$	9,000,000	 	 	 	9.000	%
	KeyBank National Association
	 	$	5,400,000	 	 	$	9,000,000	 	 	 	9.000	%
	Amegy Bank, N.A. (formerly
known as Southwest Bank of
Texas, N.A.)
	 	$	4,275,000	 	 	$	7,125,000	 	 	 	7.125	%
	CitiBank Texas, N.A. (formerly
known as First American Bank,
SSB)
	 	$	4,275,000	 	 	$	7,125,000	 	 	 	7.125	%
	The Bank of Nova Scotia
	 	$	4,275,000	 	 	$	7,125,000	 	 	 	7.125	%
	National City Bank
	 	$	3,300,000	 	 	$	5,500,000	 	 	 	5.500	%
	Texas Capital Bank, National
Association
	 	$	3,300,000	 	 	$	5,500,000	 	 	 	5.500	%
	RZB Finance, LLC
	 	$	2,250,000	 	 	$	3,750,000	 	 	 	3.750	%
	TOTAL
	 	$	60,000,000	 	 	$	100,000,000	 	 	 	100.000	%






Schedule 2.01(b)