exv10w2



 






EXHIBIT 10.2




SECOND AMENDMENT

Dated as of December 15, 2004




LOAN AND SERVICING AGREEMENT

Dated as of December 18, 2002




     This SECOND AMENDMENT (this “Amendment”), dated as of December 15, 2004 is entered
into among ACE FUNDING LLC, a Delaware limited liability company (the “Borrower”), ACE CASH
EXPRESS, INC., a Texas corporation, individually (“ACE”) and as Check-Casher (in such
capacity, the “Check-Casher”), AUTOBAHN FUNDING COMPANY LLC, a Delaware limited liability
company (the “Lender”), DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN
(“DZ Bank”), as administrative agent for Lender (in such capacity, the “Administrative
Agent”) and as liquidity agent for Liquidity Providers (in such capacity, the “Liquidity
Agent”), and U.S. BANK NATIONAL ASSOCIATION, as collateral agent for the Secured Parties (in
such capacity, the “Collateral Agent”).



RECITALS




     WHEREAS, the parties hereto have entered into a certain Loan and Servicing Agreement, dated as
of December 18, 2002, as amended by that certain First Amendment, dated as of December 22, 2003
(and as further amended, supplemented or otherwise modified from time to time, the “Loan and
Servicing Agreement”);



     WHEREAS, the parties hereto wish to make certain amendments to the Loan and Servicing
Agreement as herein provided;



     NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein
and the Loan and Servicing Agreement, the parties hereto agree as follows:



     SECTION 1. Definitions. All capitalized terms used but not defined herein are used as
defined in the Loan and Servicing Agreement.



     SECTION 2. Amendments to Loan and Servicing Agreement. Effective as of the date that
the conditions set forth in Section 3 hereof are satisfied, the Loan and Servicing
Agreement is hereby amended as follows:




              2.1. The first paragraph of Section 1.04 of the Loan and Servicing Agreement is hereby
amended and restated in its entirety as follows:



The Borrower covenants and agrees to use all proceeds of the Loans
solely to provide Cash to the SSMs for use by the Check-Casher in
cashing Checks in the SSMs. The Check-Casher hereby covenants and
agrees that the Borrower shall be the sole and exclusive source of
cash for the SSMs, and until the Final Payout Date hereunder it will
not permit cash from any other cash provider to be placed in the
SSMs. No self-service check machine



 









 






included as an SSM hereunder during any Usage Period shall be
removed as an SSM hereunder without the prior written consent of the
Administrative Agent. Prior to the initial Usage Period, Borrower
will provide Administrative Agent a Schedule of the SSMs for such
Usage Period to be attached hereto as Schedule II consisting
of not less than 125 SSMs, indicating the locations thereof. Such
locations shall be deemed acceptable unless Administrative Agent
objects to any specific location within ten (10) Business Days of
receipt of the proposed Schedule of SSMs. SSMs will not be
relocated during a Usage Period. If for any reason Borrower cannot
satisfy all the requirements of this Agreement as to a particular
SSM, Borrower shall have the right to seek an alternative source of
Cash for such SSM, provided the total number of SSM’s subject hereto
shall not be less than 125 during such Usage Period. Prior to the
commencement of any subsequent Usage Period, Borrower will provide
Administrative Agent a Schedule of the SSMs for such Usage Period to
be attached as a replacement Schedule II, consisting of not less
than 125 SSMs, indicating the locations thereof, with any change in
such Schedule from the prior Usage Period subject to approval by the
Administrative Agent. The Borrower covenants and agrees at all
times to ensure that Schedule III contains a complete and
accurate listing of the Excluded SSMs which will not be funded by
the Borrower with Cash (any update to which shall be delivered to
the Administrative Agent). ACE is expressly authorized to seek
alternative sources of cash for the Excluded SSMs. The Check-Casher
hereby appoints the Borrower as its cash provider for all SSMs, and
the Borrower hereby accepts such appointment. At no time shall any
funds from other cash providers (which, for the avoidance of doubt,
shall not include funds received in respect of Checks) be placed in
any SSM or the Trust Collection Account, any Vault Collection
Account, any account created pursuant to Section 3.01 or any
other account created in connection with this Agreement. As
compensation to the Borrower for the provision of cash inventory
hereunder, the Check-Casher shall pay to the Borrower the Cash
Inventory Provision Fee as provided herein.




2.2. Section 5.01(x) and Exhibit 5.01(x) of the Loan and Servicing Agreement are hereby
deleted in their entirety.




2.3. Section 8.02(c) of the Loan and Servicing Agreement is hereby amended and restated
in its entirety as follows:



(c) Drawings on Letter of Credit. If the Liquidity Agent
determines (A) that any amount payable by the Check-Casher or ACE
(but excluding amounts payable by Borrower) hereunder (including any
indemnity payment) has not been paid when due or



2









 





the Borrower has suffered any loss related to the failure of the
Check-Casher to perform any of its obligations hereunder, (B) the
Borrower has suffered any loss of a nature that the Liquidity Agent
has determined in its reasonable discretion would otherwise have
been covered by an errors and omissions policy, or (C) the Borrower
has not paid in full all amounts due and owing pursuant to this
Agreement on or prior to the second Business Day prior to the
then-current expiration date of the Letter of Credit, as such
expiration date may be extended from time to time, the Liquidity
Agent may in its discretion (but shall not be obligated to) deliver
notice thereof to the Collateral Agent, which notice shall specify
the aggregate unpaid amount then due and payable by the Check-Casher
or ACE, the amount of such loss and/or the then-current expiration
date of the Letter of Credit; provided, however,
that, in respect to Clause (C) above only, if the amount on deposit
in the Reserve Account is greater than the sum of all amounts due
and owing by Borrower pursuant to this Agreement, then the Liquidity
Agent shall not instruct the Collateral Agent to, and the Collateral
Agent shall not, make a drawing on the Letter of Credit pursuant to
such Clause (C). Following receipt of such notice, the Collateral
Agent shall make a drawing on the Letter of Credit for the amount
specified and apply the amounts received as directed by the
Liquidity Agent (or, in the case of Clause (C) above, deposit such
amounts into the account specified by the Liquidity Agent for
application to amounts described in Clauses (A) and (B) above as
they may arise).




2.4. The definition of “Intercreditor Agreement” in Appendix A to the Loan and
Servicing Agreement is hereby deleted in its entirety.




2.5. Schedules I, II and III to the Loan and Servicing
Agreement are hereby replaced with Schedules I, II and III hereto.



         SECTION 3. Conditions Precedent. This Amendment shall become effective on the date
when:




     3.1. the Administrative Agent shall have received an original counterpart (or
counterparts) of this Amendment, executed and delivered by each of the parties hereto, or
other evidence satisfactory to the Administrative Agent of the execution and delivery of
this Amendment by such parties;




     3.2. the Collateral Agent shall have received either a fully-executed copy of the
Letter of Credit or a copy of an errors and omissions policy;




     3.3. the Administrative Agent shall have received proof of insurance reasonably
acceptable to the Administrative Agent covering any theft, destruction, or



3









 






other loss of Cash while such Cash is located in an SSM naming the Collateral Agent as
loss payee;




     3.4. the Administrative Agent shall have received a pro forma Borrowing Base Report and
a pro forma Servicing Report, prepared in respect of the proposed initial Borrowing for the
2005 Usage Period;




     3.5. the Administrative Agent shall have received good standing certificate for
Borrower issued by the Secretary of State of Delaware and a good standing certificate for
the Check-Casher issued by the Secretary of State of Texas;




     3.6. the Administrative Agent shall have received UCC search reports for the Borrower
and the Check-Casher;




     3.7. the Administrative Agent shall have received letters from the rating agencies then
rating the Commercial Paper Notes confirming that the existing ratings of the Commercial
Paper Notes will remain in effect after giving effect to this Amendment and otherwise
affirming the existing ratings of the Commercial Paper Notes;




     3.8. the Liquidity Provider shall have extended its liquidity funding commitment
pursuant to Section 2.10(a) of the Liquidity Agreement to May 31, 2005; and




     3.9. the Administrative Agent shall have confirmed receipt in immediately available
funds of the Annual Commitment Fee and all other amounts payable under the Fee Letter on or
prior to the date of the initial Borrowing for the 2005 Usage Period.



           SECTION 4. Miscellaneous.




     4.1. Reaffirmation of Covenants, Representations and Warranties. Upon the
effectiveness of this Amendment, each of the Borrower, the Check-Casher and ACE hereby
reaffirms all covenants, representations and warranties made in the Loan and Servicing
Agreement to the extent the same are not amended or waived hereby and agrees that all such
covenants, representations and warranties shall be deemed to have been remade as of the
effective date of this Amendment.




     4.2. Representations and Warranties. Each of the Borrower, the Check-Casher
and ACE hereby represents and warrants that (i) there have been no material changes to any
Approved Courier Agreement, any Approved Vault Bank Agreement, any SSM Acknowledgment, any
Agent Bank Acknowledgment, any Approved Tax Provider Acknowledgment, any agreements with
Approved Tax Providers, any agreements with the Approved Bank or any other agreement
relating to the SSMs or the transportation of Cash or Checks (including any agreements
referred to in Section 5.01(l), (n), (p), (q) or (w) of the Loan and Servicing Agreement) or
the parties thereto since the prior Usage Period, or any such changes have been otherwise
consented to by the Liquidity Agent; (ii) this Amendment constitutes a legal, valid and
binding obligation of such Person, enforceable against it in accordance with its terms;
(iii) upon the effectiveness of this Amendment, no Termination Event or Event of Default
shall exist; and (iv) the current



4









 






form of Approved Cashier’s Check and Approved RAL Agreement have been delivered to the
Administrative Agent.




     4.3. References to Loan and Servicing Agreement. Upon the effectiveness of
this Amendment, each reference in the Loan and Servicing Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to
the Loan and Servicing Agreement as amended hereby, and each reference to the Loan and
Servicing Agreement in any other document, instrument or agreement executed and/or delivered
in connection with the Loan and Servicing Agreement shall mean and be a reference to the
Loan and Servicing Agreement as amended hereby.




     4.4. Effect on Loan and Servicing Agreement. Except as specifically amended
above, the Loan and Servicing Agreement and all other documents, instruments and agreements
executed and/or delivered in connection therewith shall remain in full force and effect and
are hereby ratified and confirmed.




     4.5. No Waiver. The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of the Lender, the Collateral
Agent or Administrative Agent under the Loan and Servicing Agreement or any other document,
instrument or agreement executed in connection therewith, nor constitute a waiver of any
provision contained therein, except as specifically set forth herein.




     4.6. Governing Law. This Amendment, including the rights and duties of the
parties hereto, shall be governed by, and construed in accordance with, the internal laws of
the State of New York.




     4.7. Successors and Assigns. This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and assigns.




     4.8. Headings. The Section headings in this Amendment are inserted for
convenience of reference only and shall not affect the meaning or interpretation of this
Amendment or any provision hereof.




     4.9. Counterparts. This Amendment may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all of which shall
constitute together but one and the same agreement.



5









 





     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first above written.


	 	 	 	 	 
	 	ACE FUNDING LLC

 	 
	 	By  	/s/ MICHAEL J. BRISKEY
 
	 
	 	 	  Title:  VP 	 
	 	 	 
	 



	 	 	 	 	 
	 	ACE CASH EXPRESS, INC.,

individually and as Check-Casher

 	 
	 	By  	 /s/ MICHAEL J. BRISKEY
 
	 
	 	 	  Title:  SVP & Treasurer 	 
	 	 	 




6









 







	 	 	 	 	 	 	 
	 	 	AUTOBAHN FUNDING COMPANY LLC,

as Lender
	 
	 	 	 	 	 	 
	

	 	By:
	 	DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT

AM MAIN	 	 






	 	 	 	 	 
	 	By  	 /s/ PATRICK F. PREECE 	 
	 	 	Title:  Vice President 	 



	 	 	 	 	 
	 	
 By  	
 /s/ MARK A. PARSA
 	 
	 	 	Title:  Assistant Vice President 	 



	 	 	 	 	 
	 	DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK

FRANKFURT AM MAIN,

as Administrator and as Liquidity Agent

 	 
	 	By  	 /s/ PATRICK F. PREECE
 	 
	 	 	Title:  Vice President  	 



	 	 	 	 	 
	 	
By  	
/s/ MARK A. PARSA
 	 
	 	 	Title:  Assistant Vice President 	 



7









 






	 	 	 	 	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Collateral Agent

 	 
	 	By  
	/s/ TOBY ROBILLARD
	 
	 	 	Title:  Assistant Vice President 	 
	 	 	 
	 




8









 








SCHEDULE I




Ace Funding, LLC.

Deposit Accounts 2005

Schedule I




	 	 	 	 	 
	Bank Name	 	Depository Account	 	Vault Account
	 
	 	 	 	 
	Bank of America

	 	****
	 	****
	 
	 	 	 	 
	

	 	****
	 	****
	 
	 	 	 	 
	Comerica

	 	****
	 	****
	 
	 	 	 	 
	Hibernia National Bank

	 	****
	 	****
	 
	 	 	 	 
	National City Bank

	 	****
	 	****
	 
	 	 	 	 
	

	 	****
	 	****
	 
	 	 	 	 
	US Bank

	 	****
	 	****
	 
	 	 	 	 
	

	 	****
	 	****
	 
	 	 	 	 
	Wachovia Bank

	 	****
	 	****





Confidential treatment has been requested for certain portions of this document pursuant to
 an application for confidential treatment submitted to the Securities and Exchange Commission.
  Omissions are designated as ****. A complete version of this document has been filed separately
 with the Securities and Exchange Commission.



 









 








SCHEDULE II




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	CTR	 	 	ADDRESS	 	 	CITY	 	 	ST	 	 	ZIP	 	 	ARMORED	 	 	BANK	 	 	DEPOSITORY	 	 	CURRENCY	 
	 	6593

	 	 	1400 S. ARLINGTON #18
	 	 	AKRON
	 	 	OH
	 	 	 	44306	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6777

	 	 	170 CALDERWOOD STREET
	 	 	ALCOA
	 	 	TN
	 	 	 	37701	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6672

	 	 	117 MACARTHUR DRIVE
	 	 	ALEXANDRIA
	 	 	LA
	 	 	 	71303	 	 	 	Loomis
	 	 	Hibernia
	 	 	****
	 	 	****	 
	 	6562

	 	 	101 N 8TH ST
	 	 	ALLENTOWN
	 	 	PA
	 	 	 	18101	 	 	 	AT
	 	 	Wachovia
	 	 	****
	 	 	****	 
	 	6572

	 	 	1300-D PATTON AVENUE
	 	 	ASHEVILLE
	 	 	NC
	 	 	 	28806	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6574

	 	 	1157 RALPH D. ABERNATHY
BLVD SW
	 	 	ATLANTA
	 	 	GA
	 	 	 	30310	 	 	 	Loomis
	 	 	BofA
	 	 	****

 
	 	 	****

 	 
	 	6575

	 	 	5195 OLD NATIONAL HWY.
	 	 	ATLANTA
	 	 	GA
	 	 	 	30349	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6662

	 	 	2636-4 MARTIN LUTHER

KING, JR
	 	 	ATLANTA
	 	 	GA
	 	 	 	30311	 	 	 	Loomis
	 	 	BofA
	 	 	****

 
	 	 	**** 
 

	 
	 	6830

	 	 	1157 RALPH D. ABERNATHY
BLVD SW
	 	 	ATLANTA
	 	 	GA
	 	 	 	30310	 	 	 	Loomis
	 	 	BofA
	 	 	****

 
	 	 	****

 	 
	 	6511

	 	 	2300 COLUMBUS ST
	 	 	BAKERSFIELD
	 	 	CA
	 	 	 	93306	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6512

	 	 	2512 WILSON RD
	 	 	BAKERSFIELD
	 	 	CA
	 	 	 	93304	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6513

	 	 	920 CHESTER AVE.
	 	 	BAKERSFIELD
	 	 	CA
	 	 	 	93301	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6635

	 	 	1215-B OLIVE DRIVE
	 	 	BAKERSFIELD
	 	 	CA
	 	 	 	93308	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6673

	 	 	5151 PLANK ROAD
	 	 	BATON ROUGE
	 	 	LA
	 	 	 	70805	 	 	 	Loomis
	 	 	Hibernia
	 	 	****
	 	 	****	 
	 	6681

	 	 	1968 PIPESTONE
	 	 	BENTON HARBOR
	 	 	MI
	 	 	 	49022	 	 	 	AT
	 	 	Comerica
	 	 	****
	 	 	****	 
	 	6580

	 	 	4616 ROSSVILLE BLVD
	 	 	CHATTANOOGA
	 	 	TN
	 	 	 	37407	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6720

	 	 	4735 HIGHWAY 58
	 	 	CHATTANOOGA
	 	 	TN
	 	 	 	37416	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6833

	 	 	3221 ROSSVILLE BLVD
	 	 	CHATTANOOGA
	 	 	TN
	 	 	 	37407	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6711

	 	 	4000 GLENWAY AVE.
	 	 	CINCINNATI
	 	 	OH
	 	 	 	45205	 	 	 	AT
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6622

	 	 	1590 FT. CAMPBELL BLVD.
	 	 	CLARKSVILLE
	 	 	TN
	 	 	 	37042	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6724

	 	 	1035 S. RIVERSIDE DRIVE
	 	 	CLARKSVILLE
	 	 	TN
	 	 	 	37040	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6717

	 	 	201 KEITH STREET
	 	 	CLEVELAND
	 	 	TN
	 	 	 	37311	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6590

	 	 	10626 LORAIN AVE
	 	 	CLEVELAND
	 	 	OH
	 	 	 	44111	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6706

	 	 	4237 FULTON ROAD
	 	 	CLEVELAND
	 	 	OH
	 	 	 	44144	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6834

	 	 	2765 E. 55TH STREET
	 	 	CLEVELAND
	 	 	OH
	 	 	 	44104	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6587

	 	 	1503 E LIVINGSTON AVENUE
	 	 	COLUMBUS
	 	 	OH
	 	 	 	43205	 	 	 	AT
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6588

	 	 	2147 EAKIN RD
	 	 	COLUMBUS
	 	 	OH
	 	 	 	43223	 	 	 	AT
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6699

	 	 	3737 SOUTH HIGH ST.
	 	 	COLUMBUS
	 	 	OH
	 	 	 	43207	 	 	 	AT
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6712

	 	 	3350 CLEVELAND AVE
	 	 	COLUMBUS
	 	 	OH
	 	 	 	43224	 	 	 	AT
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6507

	 	 	3200 SOUTH LANCASTER,

#156A
	 	 	DALLAS
	 	 	TX
	 	 	 	75216	 	 	 	Loomis
	 	 	BofA
	 	 	****

 
	 	 	****

 	 
	 	6553

	 	 	1904 MARTIN L. KING BLVD
	 	 	DALLAS
	 	 	TX
	 	 	 	75227	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6554

	 	 	2223 S. BUCKNER #237
	 	 	DALLAS
	 	 	TX
	 	 	 	75227	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6555

	 	 	270 WYNNEWOOD VILLAGE
	 	 	DALLAS
	 	 	TX
	 	 	 	75224	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6573

	 	 	3197 GLENWOOD RD
	 	 	DECATUR
	 	 	GA
	 	 	 	30032	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 





Confidential treatment has been requested for certain portions of this document pursuant to an
 application for confidential treatment submitted to the Securities and Exchange Commission.
 Omissions are designated as ****. A complete version of this document has been filed separately
 with the Securities and Exchange Commission.


 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	CTR	 	 	ADDRESS	 	 	CITY	 	 	ST	 	 	ZIP	 	 	ARMORED	 	 	BANK	 	 	DEPOSITORY	 	 	CURRENCY	 
	 	6599

	 	 	10765 GRAND RIVER
	 	 	DETROIT
	 	 	MI
	 	 	 	48204	 	 	 	Loomis
	 	 	Comerica
	 	 	****
	 	 	****	 
	 	6600

	 	 	13032 GRATIOT
	 	 	DETROIT
	 	 	MI
	 	 	 	48205	 	 	 	Loomis
	 	 	Comerica
	 	 	****
	 	 	****	 
	 	6603

	 	 	20200 W. 7 MILE
	 	 	DETROIT
	 	 	MI
	 	 	 	48219	 	 	 	Loomis
	 	 	Comerica
	 	 	****
	 	 	****	 
	 	6605

	 	 	15570 JOY ROAD
	 	 	DETROIT
	 	 	MI
	 	 	 	48228	 	 	 	Loomis
	 	 	Comerica
	 	 	****
	 	 	****	 
	 	6606

	 	 	16862 SCHAEFER
	 	 	DETROIT
	 	 	MI
	 	 	 	48235	 	 	 	Loomis
	 	 	Comerica
	 	 	****
	 	 	****	 
	 	6683

	 	 	2032 E. EIGHT MILE ROAD
	 	 	DETROIT
	 	 	MI
	 	 	 	48234	 	 	 	Loomis
	 	 	Comerica
	 	 	****
	 	 	****	 
	 	6764

	 	 	13316 E. JEFFERSON
	 	 	DETROIT
	 	 	MI
	 	 	 	48215	 	 	 	Loomis
	 	 	Comerica
	 	 	****
	 	 	****	 
	 	6591

	 	 	13501 EUCLID AVENUE
	 	 	E. CLEVELAND
	 	 	OH
	 	 	 	44112	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6710

	 	 	15501 EUCLID AVE.
	 	 	E. CLEVELAND
	 	 	OH
	 	 	 	44112	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6623

	 	 	3580 M SANTA ANITA
	 	 	EL MONTE
	 	 	CA
	 	 	 	91732	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6761

	 	 	3178 DIXIE HWY
	 	 	ERLANGER
	 	 	KY
	 	 	 	41018	 	 	 	AT
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6715

	 	 	22354 LAKE SHORE BLVD
	 	 	EUCLID
	 	 	OH
	 	 	 	44123	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6607

	 	 	4919 CLIO ROAD
	 	 	FLINT
	 	 	MI
	 	 	 	48504	 	 	 	Loomis
	 	 	Comerica
	 	 	****
	 	 	****	 
	 	6644

	 	 	4901 PALM BEACH BLVD
	 	 	FORT MYERS
	 	 	FL
	 	 	 	33905	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6726

	 	 	8458 CAMP BOWIE WEST
	 	 	FORT WORTH
	 	 	TX
	 	 	 	76116	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6627

	 	 	3250 E TULARE AVENUE
	 	 	FRESNO
	 	 	CA
	 	 	 	93702	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6549

	 	 	5411 E LANCASTER
	 	 	FT WORTH
	 	 	TX
	 	 	 	76112	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6769

	 	 	2590 DIXIE HWY.
	 	 	HAMILTON
	 	 	OH
	 	 	 	45015	 	 	 	AT
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6602

	 	 	10017 JOSEPH CAMPAU
	 	 	HAMTRAMCK
	 	 	MI
	 	 	 	48212	 	 	 	Loomis
	 	 	Comerica
	 	 	****
	 	 	****	 
	 	6604

	 	 	18000 VERNIER
	 	 	HARPER WOODS
	 	 	MI
	 	 	 	48225	 	 	 	Loomis
	 	 	Comerica
	 	 	****
	 	 	****	 
	 	6598

	 	 	12895 WOODWARD
	 	 	HIGHLAND PARK
	 	 	MI
	 	 	 	48203	 	 	 	Loomis
	 	 	Comerica
	 	 	****
	 	 	****	 
	 	6594

	 	 	2900 SOUTHEASTERN AVE.
	 	 	INDIANAPOLIS
	 	 	IN
	 	 	 	46203	 	 	 	Loomis
	 	 	Nat City
	 	 	****
	 	 	****	 
	 	6668

	 	 	5111 W. WASHINGTON ST.
	 	 	INDIANAPOLIS
	 	 	IN
	 	 	 	46241	 	 	 	Loomis
	 	 	Nat City
	 	 	****
	 	 	****	 
	 	6831

	 	 	2900 SOUTHEASTERN AVE.
	 	 	INDIANAPOLIS
	 	 	IN
	 	 	 	46203	 	 	 	Loomis
	 	 	Nat City
	 	 	****
	 	 	****	 
	 	6648

	 	 	6733-2 103RD STREET
	 	 	JACKSONVILLE
	 	 	FL
	 	 	 	32210	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6649

	 	 	2261-3 EDGEWOOD AVE W.
	 	 	JACKSONVILLE
	 	 	FL
	 	 	 	32209	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6728

	 	 	6738-C LAKE WORTH BLVD.
	 	 	LAKE WORTH
	 	 	TX
	 	 	 	76135	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6639

	 	 	43537 13TH STREET WEST
	 	 	LANCASTER
	 	 	CA
	 	 	 	93534	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6824

	 	 	1234 MILLERSVILLE PIKE

Manor Shopping Center
	 	 	LANCASTER
	 	 	PA
	 	 	 	17603	 	 	 	AT
	 	 	Wachovia
	 	 	****
	 	 	****	 
	 	6559

	 	 	122 MULBERRY ST
	 	 	LENOIR
	 	 	NC
	 	 	 	28645	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6704

	 	 	2100 HARDING HWY
	 	 	LIMA
	 	 	OH
	 	 	 	45804	 	 	 	AT
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6531

	 	 	4520 ATLANTIC AVE
	 	 	LONG BEACH
	 	 	CA
	 	 	 	90807	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6621

	 	 	2620 LONG BEACH BLVD
	 	 	LONG BEACH
	 	 	CA
	 	 	 	90806	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6618

	 	 	3020 S. FIGUEROA STREET
	 	 	LOS ANGELES
	 	 	CA
	 	 	 	90007	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6619

	 	 	4855 W. PICO BLVD
	 	 	LOS ANGELES
	 	 	CA
	 	 	 	90019	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6585

	 	 	612 WEST BROADWAY
	 	 	LOUISVILLE
	 	 	KY
	 	 	 	40202	 	 	 	AT
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6732

	 	 	2323 MEMORIAL AVE. #11 A-B
	 	 	LYNCHBURG
	 	 	VA
	 	 	 	24501	 	 	 	Loomis
	 	 	Wachovia
	 	 	****
	 	 	****	 
	 





Confidential treatment has been requested for certain portions of this document pursuant to an
 application for confidential treatment submitted to the Securities and Exchange Commission.
 Omissions are designated as ****. A complete version of this document has been filed separately
 with the Securities and Exchange Commission.


 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	CTR	 	 	ADDRESS	 	 	CITY	 	 	ST	 	 	ZIP	 	 	ARMORED	 	 	BANK	 	 	DEPOSITORY	 	 	CURRENCY	 
	 	6716

	 	 	613 E. CENTER STREET
	 	 	MARION
	 	 	OH
	 	 	 	43302	 	 	 	AT
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6823

	 	 	4313 WALNUT ST.
Olympia Shopping Center
	 	 	MCKEESPORT
	 	 	PA
	 	 	 	15132	 	 	 	AT
	 	 	Nat City
	 	 	****
	 	 	****	 
	 	6581

	 	 	292 N. CLEVELAND
	 	 	MEMPHIS
	 	 	TN
	 	 	 	38104	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6582

	 	 	3180 N. THOMAS
	 	 	MEMPHIS
	 	 	TN
	 	 	 	38107	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6583

	 	 	1891 SOUTH THIRD
	 	 	MEMPHIS
	 	 	TN
	 	 	 	38109	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6584

	 	 	2721 PERKINS
	 	 	MEMPHIS
	 	 	TN
	 	 	 	38118	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6521

	 	 	12 W MAIN ST
	 	 	MERCED
	 	 	CA
	 	 	 	95340	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6577

	 	 	150 EAST 1ST AVENUE
	 	 	MIAMI
	 	 	FL
	 	 	 	33010	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6578

	 	 	6120 NW 7TH AVE.
	 	 	MIAMI
	 	 	FL
	 	 	 	33127	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6557

	 	 	5209 W FOND DU LAC
	 	 	MILWAUKEE
	 	 	WI
	 	 	 	53216	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6558

	 	 	1842 SOUTH 15TH ST.
	 	 	MILWAUKEE
	 	 	WI
	 	 	 	53215	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6609

	 	 	1201 N. 35TH ST
	 	 	MILWAUKEE
	 	 	WI
	 	 	 	53208	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6822

	 	 	5209 W FOND DU LAC
	 	 	MILWAUKEE
	 	 	WI
	 	 	 	53216	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6534

	 	 	2307 OAKDALE RD, BLDG
#8, STE. #2
	 	 	MODESTO
	 	 	CA
	 	 	 	95355	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6779

	 	 	308 N. FAIRMONT
	 	 	MORRISTOWN
	 	 	TN
	 	 	 	37814	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6579

	 	 	3302 GALLATIN ROAD
	 	 	NASHVILLE
	 	 	TN
	 	 	 	37216	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6719

	 	 	2941 NOLENSVILLE ROAD
	 	 	NASHVILLE
	 	 	TN
	 	 	 	37211	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6613

	 	 	2353 ST CLAUDE ST.
	 	 	NEW ORLEANS
	 	 	LA
	 	 	 	70117	 	 	 	Loomis
	 	 	Hibernia
	 	 	****
	 	 	****	 
	 	6677

	 	 	6003 BULLARD AVE.,
SUITE 6
	 	 	NEW ORLEANS
	 	 	LA
	 	 	 	70128	 	 	 	Loomis
	 	 	Hibernia
	 	 	****
	 	 	****	 
	 	6586

	 	 	1777 MONMOUTH STREET
	 	 	NEWPORT
	 	 	KY
	 	 	 	41071	 	 	 	AT
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6518

	 	 	5723 WATT AVE
	 	 	NORTH HIGHLANDS
	 	 	CA
	 	 	 	95660	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6612

	 	 	7446 N 30 ST
	 	 	OMAHA
	 	 	NE
	 	 	 	68112	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6617

	 	 	5851 SO CENTRAL
	 	 	PHOENIX
	 	 	AZ
	 	 	 	85040	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6809

	 	 	2216 J.L. REDMAN PARKWAY
	 	 	PLANT CITY
	 	 	FL
	 	 	 	33566	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6533

	 	 	891 N GAREY AVE
	 	 	POMONA
	 	 	CA
	 	 	 	91768	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6770

	 	 	836 GALLIA STREET
	 	 	PORTSMOUTH
	 	 	OH
	 	 	 	45662	 	 	 	AT
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6802

	 	 	3115 MECHANICSVILLE PIKE
	 	 	RICHMOND
	 	 	VA
	 	 	 	23224	 	 	 	Loomis
	 	 	Wachovia
	 	 	****
	 	 	****	 
	 	6548

	 	 	3834 LA SIERRA AVE
	 	 	RIVERSIDE
	 	 	CA
	 	 	 	92505	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6818

	 	 	1457 HUNTER HILL ROAD
	 	 	ROCKY MOUNT
	 	 	NC
	 	 	 	27804	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6514

	 	 	2437 NORTHGATE BLVD
	 	 	SACRAMENTO
	 	 	CA
	 	 	 	95833	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6515

	 	 	5211 FRUITRIDGE RD
	 	 	SACRAMENTO
	 	 	CA
	 	 	 	95820	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6516

	 	 	6622 FLORIN RD
	 	 	SACRAMENTO
	 	 	CA
	 	 	 	95828	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6738

	 	 	3447 WATT AVE.
	 	 	SACRAMENTO
	 	 	CA
	 	 	 	95821	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6731

	 	 	163 ELECTRIC ROAD
	 	 	SALEM
	 	 	VA
	 	 	 	24153	 	 	 	Loomis
	 	 	Wachovia
	 	 	****
	 	 	****	 
	 	6528

	 	 	397 W. HIGHLAND AVE
	 	 	SAN BERNARDINO
	 	 	CA
	 	 	 	92404	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6626

	 	 	1714 N EUCLID AVE
	 	 	SAN DIEGO
	 	 	CA
	 	 	 	92105	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6526

	 	 	14210 E. 14TH ST.
	 	 	SAN LEANDRO
	 	 	CA
	 	 	 	94578	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6576

	 	 	1909 E. VICTORY DRIVE
	 	 	SAVANNAH
	 	 	GA
	 	 	 	31405	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6650

	 	 	112 E. BROUGHTON STREET
	 	 	SAVANNAH
	 	 	GA
	 	 	 	31401	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 








Confidential treatment has been requested for certain portions of this document pursuant to an
 application for confidential treatment submitted to the Securities and Exchange Commission.
 Omissions are designated as ****. A complete version of this document has been filed separately
 with the Securities and Exchange Commission.
 

 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	CTR	 	 	ADDRESS	 	 	CITY	 	 	ST	 	 	ZIP	 	 	ARMORED	 	 	BANK	 	 	DEPOSITORY	 	 	CURRENCY	 
	 	6708

	 	 	16716 CHAGRIN BLVD.
	 	 	SHAKER HEIGHTS
	 	 	OH
	 	 	 	44120	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6698

	 	 	735 E. DIXON BLVD
	 	 	SHELBY
	 	 	NC
	 	 	 	28152	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6608

	 	 	925 PIERCE STREET
	 	 	SIOUX CITY
	 	 	IA
	 	 	 	51101	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6775

	 	 	291 N LOWREY STREET
	 	 	SMYRNA
	 	 	TN
	 	 	 	37167	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6595

	 	 	21500 NORTHWESTERN
HWY., STE. 519
	 	 	SOUTHFIELD
	 	 	MI
	 	 	 	48075	 	 	 	Loomis
	 	 	Comerica
	 	 	****
	 	 	****	 
	 	6705

	 	 	1065 BECHTLE AVE.
	 	 	SPRINGFIELD
	 	 	OH
	 	 	 	45504	 	 	 	AT
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6610

	 	 	5231-5235 DELMAR
	 	 	ST LOUIS
	 	 	MO
	 	 	 	63108	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6611

	 	 	2746 CHEROKEE
	 	 	ST LOUIS
	 	 	MO
	 	 	 	63118	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6832

	 	 	5231-5235 DELMAR
	 	 	ST LOUIS
	 	 	MO
	 	 	 	63108	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6628

	 	 	353 W. CHARTER WAY,
SUITE C
	 	 	STOCKTON
	 	 	CA
	 	 	 	95206	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6664

	 	 	5306 MEMORIAL DRIVE
	 	 	STONE MOUNTAIN
	 	 	GA
	 	 	 	30083	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6597

	 	 	SOUTHLD CTR. 23000
EUREKA RD.
	 	 	TAYLOR
	 	 	MI
	 	 	 	48180	 	 	 	Loomis
	 	 	Comerica
	 	 	****
	 	 	****	 
	 	 

	 	 	4925 JACKMAN RD, #30	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	6589

	 	 	MIRACLE MILE SHOPPING

CENTER
	 	 	TOLEDO
	 	 	OH
	 	 	 	43613	 	 	 	AT
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6535

	 	 	519 N GOLDEN STATE BLVD
	 	 	TURLOCK
	 	 	CA
	 	 	 	95380	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6596

	 	 	7549 E 9 MILE RD
	 	 	WARREN
	 	 	MI
	 	 	 	48091	 	 	 	Loomis
	 	 	Comerica
	 	 	****
	 	 	****	 
	 	6541

	 	 	1548 BENNING ROAD
	 	 	WASHINGTON
	 	 	DC
	 	 	 	20002	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6542

	 	 	4059 MINNESOTA AVE. NE
	 	 	WASHINGTON
	 	 	DC
	 	 	 	20019	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6614

	 	 	210 SHOPPINGWAY BLVD.
	 	 	WEST MEMPHIS
	 	 	AR
	 	 	 	72301	 	 	 	Loomis
	 	 	BofA
	 	 	****
	 	 	****	 
	 	6805

	 	 	849 JEFFERSON BLVD,
STE. #102
	 	 	WEST SACRAMENTO
	 	 	CA
	 	 	 	95691	 	 	 	Loomis
	 	 	US Bank
	 	 	****
	 	 	****	 
	 	6773

	 	 	4005 E. BROAD STREET
	 	 	WHITEHALL
	 	 	OH
	 	 	 	43213	 	 	 	AT
	 	 	US Bank
	 	 	****
	 	 	****	 
	 









Confidential treatment has been requested for certain portions of this document pursuant to an
 application for confidential treatment submitted to the Securities and Exchange Commission.
 Omissions are designated as ****. A complete version of this document has been filed separately
 with the Securities and Exchange Commission.



 









 








SCHEDULE III




     None.