<PAGE>
                                                                    EXHIBIT 10.1


                           THIRD AMENDMENT TO AMENDED
                          AND RESTATED CREDIT AGREEMENT


         THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is made and entered into effective as of December 31, 2001 (the
"Effective Date") by and among ACE CASH EXPRESS, INC., a Texas corporation (the
"Borrower"), the lenders party to the Credit Agreement (as defined below)
(collectively, together with all successors and assigns, the "Lenders"), WELLS
FARGO BANK TEXAS, NATIONAL ASSOCIATION, a national banking association, as agent
for the Lenders (the "Agent"), BANK OF AMERICA, N.A., a national banking
association, as syndication agent for the Lenders (the "Syndication Agent"),
FIRST UNION NATIONAL BANK, a national banking association ("FUNB"), and JPMORGAN
CHASE BANK, a New York state banking corporation, formerly known as THE CHASE
MANHATTAN BANK ("Chase"), both as managing agents for the Lenders (FUNB and
Chase, in such capacities, are hereby referred to as the "Managing Agents")
(collectively, the Agent, the Syndication Agent and the Managing Agents are
referred to as the "Agents").

                             PRELIMINARY STATEMENTS

         A. The Borrower, the Lenders and the Agents have entered into that
certain Amended and Restated Credit Agreement, dated as of November 9, 2000, as
amended by that certain Amendment to Amended and Restated Credit Agreement, by
and among the Borrower, the Lenders and the Agents, dated as of February 21,
2001, and as further amended by that certain Second Amendment to Amended and
Restated Credit Agreement, by and among the Borrower, the Lenders and the
Agents, dated as of November 7, 2001 (as amended, the "Credit Agreement").

         B. The Borrower, the Lenders and the Agents desire to amend the Credit
Agreement and the other Credit Documents as hereinafter set forth.

         NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties, intending to be legally bound, agree as
follows:

                                    AGREEMENT

ARTICLE I.  DEFINITIONS

         SECTION 1.01 Certain Defined Terms. Capitalized terms used in this
Amendment are used as defined in the Credit Agreement, as amended hereby, unless
otherwise stated.

ARTICLE II.  AMENDMENT

         SECTION 2.01 Amendment to Section 1.01; Amendment and Restatement of
Certain Defined Terms. Effective as of the Effective Date, the following
definitions contained in


                                       1
<PAGE>

Section 1.01 of the Credit Agreement are hereby amended and restated in their
entirety to read as follows:

                  "Applicable Commitment Fee Percentage" shall mean 0.50% per
annum.

                  "Applicable Margin" shall mean the following percentages per
         annum applicable to the following Types of facilities, which
         percentages shall be added to the applicable interest rates for
         purposes of calculating the interest rates payable to the Lenders, as
         more fully described by Section 2.05:

<Table>
<Caption>
                                                                      ADJUSTED           REFERENCE
                                            ALTERNATE BASE RAT         LIBOR               RATE
                 TYPE OF FACILITY                 MARGIN               MARGIN             MARGIN
                 ----------------           -------------------       --------           --------
<S>                                         <C>                       <C>                <C>
         Term Loan Commitment                      3.00%                4.00%                N/A

         Revolving Credit Commitment               3.00%                 N/A                4.00%

         Seasonal Revolving Credit                 3.00%                 N/A                 N/A
         Commitment
</Table>

                  "Available Commitment Amount" shall mean at any date of
         determination (i) with respect to the Revolving Credit Commitment, the
         Total Revolving Credit Commitment, minus the average daily unpaid
         principal balance of the Revolving Credit Loans since the later to
         occur of December 31, 2001 and the last date of payment of the
         Commitment Fee with respect to the Revolving Credit Commitment, as
         described in Section 2.06(a) hereof and (ii) with respect to the
         Seasonal Revolving Credit Commitment, the Total Seasonal Revolving
         Credit Commitment, minus the average daily unpaid principal balance of
         the Seasonal Revolving Credit Loans since the later to occur of
         December 31, 2001 and the last date of payment of the Commitment Fee
         with respect to the Seasonal Revolving Credit Commitment, as described
         in Section 2.06(a).

                  "Final Maturity Date" shall mean April 30, 2002.

                  "Notes" shall mean, collectively, the Term Notes, the
         Revolving Credit Notes and the Seasonal Revolving Credit Notes of the
         Borrower, executed and delivered as provided in Section 2.04 hereof.

                  "Required Lenders" shall mean at any time (a) two (2) or more
         Lenders holding at least sixty six and two thirds percent (66.67%) of
         the then aggregate unpaid principal amount of the Notes or (b) if no
         such principal amount is then


                                       2
<PAGE>
         outstanding, two (2) or more Lenders having at least sixty six and two
         thirds percent (66.67%) of the Total Commitment.

                  "Total Commitment" shall mean the sum of the Lenders' Total
         Term Loan Commitment, Total Revolving Credit Commitment and Total
         Seasonal Revolving Credit Commitment, as the same may be terminated or
         reduced from time to time in accordance with the provisions of this
         Agreement.

         SECTION 2.02 Amendment to Section 1.01; Deletion of Certain Defined
Terms. Effective as of the Effective Date, the definitions of "Swingline
Lender", "Swingline Loan", "Swingline Note" and "Total Swingline Facility
Amount" contained in Section 1.01 of the Credit Agreement are hereby deleted in
their entirety.

         SECTION 2.03 Amendment to Section 1.01; Addition of Certain Defined
Terms. Effective as of the Effective Date, the following definitions are hereby
added to Section 1.01 of the Credit Agreement in their proper alphabetical
order:

                  "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 in Schedule 2.01(c)
        annexed hereto, as the same may be terminated or reduced from time to
        time in accordance with the provisions of this Agreement.

                 "Seasonal Revolving Credit Lender" shall mean any Lender which
        makes Seasonal Revolving Credit Loans pursuant to this Agreement.

                 "Seasonal Revolving Credit Loan" shall mean advances under the
        Seasonal Revolving Credit Commitment to the Borrower made pursuant to
        this Agreement.

                 "Seasonal Revolving Credit Note" shall mean the Seasonal
        Revolving Credit Notes of the Borrower, executed and delivered as
        provided in Section 2.04 hereof, in substantially the same form as
        Exhibit K annexed hereto, as amended, modified or supplemented from time
        to time.

                 "Seasonal Revolving Credit Termination Date" shall mean the
         earlier of (a) March 31, 2002 or (b) such date as the Seasonal
         Revolving Credit Loans shall otherwise be payable in full and the
         Seasonal Revolving Credit Commitment shall terminate, expire or be
         canceled in accordance with the terms of this Agreement.

                  "Total Seasonal Revolving Credit Commitment" shall mean the
         sum of the Lenders' Seasonal Revolving Credit Commitments, as the same
         may be terminated or reduced from time to time in accordance with the
         provisions of this Agreement.


                                       3
<PAGE>

         SECTION 2.04 Amendment to Section 2.01(d). Effective as of the
Effective Date, Section 2.01(d) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                  "(d) Subject to the terms and conditions and relying upon the
         representations and warranties herein set forth, each Lender, severally
         and not jointly, agrees to make Revolving Credit Loans to the Borrower,
         at any time and from time to time, the Borrower having the right to
         borrow, repay and reborrow, from the Closing Date to the Revolving
         Credit Termination Date, in an aggregate principal amount at any time
         outstanding not to exceed the amount of such Lender's Revolving Credit
         Commitment set forth opposite its name in Schedule 2.01(b) hereto.
         Notwithstanding the foregoing, at no time shall the sum of (i) the
         aggregate principal amount of Revolving Credit Loans outstanding and
         (ii) the aggregate principal amount of Seasonal Revolving Credit Loans
         outstanding, exceed the Borrowing Base then in effect. If the total
         unpaid amount of the Revolving Credit Loans and the Seasonal Revolving
         Credit Loans at any time exceeds the Borrowing Base then in effect,
         Borrower shall make a paydown on the Seasonal Revolving Credit Loans
         (and, to the extent necessary, the Revolving Credit Loans) in an amount
         sufficient to reduce the total unpaid balance of the Seasonal Revolving
         Credit Loans and Revolving Credit Loans to an amount no greater than
         the Borrowing Base. Such mandatory paydown shall be accompanied by all
         accrued and unpaid interest on the amount prepaid."

         SECTION 2.05 Amendment to Section 2.01; Addition of Section 2.01(e).
Effective as of the Effective Date, a new Section 2.01(e) is hereby added to the
Credit Agreement to read as follows:

                  "(e) Subject to the terms and conditions and relying upon the
         representations and warranties herein set forth, each Seasonal
         Revolving Credit Lender, severally and not jointly, agrees to make
         Seasonal Revolving Credit Loans to the Borrower, at any time and from
         time to time, the Borrower having the right to borrow, repay and
         reborrow, from December 31, 2001 to the Seasonal Revolving Credit
         Termination Date, in the aggregate principal amount at any time
         outstanding not to exceed the amount of such Lender's Seasonal
         Revolving Credit Commitment set forth opposite its name in Schedule
         2.01(c) hereto. The Seasonal Revolving Credit Loans shall only be
         available if the aggregate amount of Revolving Credit Loans equals the
         Total Revolving Credit Commitment. The Seasonal Revolving Credit Loans
         shall be subject to the Borrowing Base and shall not be made if any
         such Seasonal Revolving Credit Loan would cause the unpaid amount of
         the Seasonal Revolving Credit Loans, together with the unpaid amount of
         all of the Revolving Credit Loans then outstanding, to exceed the
         Borrowing Base then in effect. The Seasonal Revolving Credit Loans
         shall be made on, and subject to, the same terms and conditions as the
         Revolving Credit Loans, and the Seasonal Revolving Credit Commitments
         shall be subject to reduction or termination upon the same terms and
         conditions as the Revolving Credit Commitments, in each case to the
         extent not expressly provided otherwise in this


                                       4
<PAGE>
         Agreement. Any payments made by the Borrower to the Agent during a
         period when any Seasonal Revolving Credit Loans are outstanding shall
         be applied first to the unpaid interest on such Seasonal Revolving
         Credit Loans, second to the unpaid principal of such Seasonal Revolving
         Credit Loans, and thereafter in accordance with the terms of this
         Agreement.

         SECTION 2.06 Amendment to Section 2.02(b). Effective as of the
Effective Date, Section 2.02(b) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                  "(b) Revolving Credit Loans and Seasonal Revolving Credit
         Loans shall be made ratably by the Lenders in accordance with their
         respective Revolving Credit Commitments and Seasonal Revolving Credit
         Commitments; provided, however, that the failure of any Lender to make
         any Loan shall not in itself relieve any other Lender of its obligation
         to lend hereunder. Term Loans shall be made by the Lenders against
         delivery to each Lender of one (1) Term Note, payable to the order of
         such Lender, as referred to in Section 2.04 hereof. All Revolving
         Credit Loans shall be made by the Lenders against delivery to each
         Lender of one (1) Revolving Credit Note, payable to the order of such
         Lender, as referred to in Section 2.04 hereof. All Seasonal Revolving
         Credit Loans shall be made by the Lenders against delivery to each
         Lender of one (1) Seasonal Revolving Credit Note, payable to the order
         of such Lender, as referred to in Section 2.04 hereof."

         SECTION 2.07 Amendment to Section 2.03. Effective as of the Effective
Date, the first sentence of Section 2.03 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

                  "The Borrower shall give the Agent irrevocable written or
         facsimile notice (promptly confirmed in writing) of each borrowing to
         be made by the Borrower (including, without limitation, a conversion as
         permitted by Section 2.02(e) hereof) not later than (i) 8:00 a.m., San
         Francisco, California time, three (3) Business Days before any
         Eurodollar Loan conversion, (ii) 8:00 a.m., San Francisco, California
         time, the Business Day of a proposed Revolving Credit Loan consisting
         of a Reference Rate Loan borrowing or any Reference Rate Loan
         conversion, (iii) 8:00 a.m., San Francisco, California time, the
         Business Day of a proposed Revolving Credit Loan consisting of an
         Alternate Base Loan borrowing or any Alternate Base Loan conversion,
         and (iv) 8:00 a.m., San Francisco, California time, the Business Day of
         a proposed Seasonal Revolving Credit Loan consisting of an Alternate
         Base Loan borrowing."

         SECTION 2.08 Amendment to Section 2.04(a). Effective as of the
Effective Date, Section 2.04(a) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:


                                       5
<PAGE>

                  "(a) All Term Loans made by a Lender to the Borrower shall be
         evidenced by a single Term Note duly executed by the Borrower, dated as
         of December 31, 2001, in substantially the form of Exhibit A hereto,
         delivered by the Borrower and payable to such Lender in a principal
         amount equal to such Lender's Term Loan Commitment on such date. All
         Revolving Credit Loans made by a Lender to the Borrower shall be
         evidenced by a single Revolving Credit Note, duly executed by the
         Borrower, dated as of December 31, 2001, in substantially the form of
         Exhibit B hereto, delivered by the Borrower and payable to such Lender
         in a principal amount equal to such Lender's Revolving Credit
         Commitment on such date. All Seasonal Revolving Credit Loans made by a
         Lender to the Borrower shall be evidenced by a single Seasonal
         Revolving Credit Note, duly executed by the Borrower, dated as of
         December 31, 2001, in substantially the form of Exhibit K hereto,
         delivered by the Borrower and payable to such Lender in a principal
         amount equal to such Lender's Seasonal Revolving Credit Commitment on
         such date."

         SECTION 2.09 Amendment to Section 2.04(b). Effective as of the
Effective Date, Section 2.04(b) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                  "(b) Each Revolving Credit Note shall bear interest from its
         date on the outstanding principal balance thereof, as provided in
         Section 2.05 hereof. The outstanding balance of each Revolving Credit
         Loan, as evidenced by any such Revolving Credit Note, shall mature and
         be due and payable on the Revolving Credit Termination Date. Each
         Seasonal Revolving Credit Note shall bear interest from its date on the
         outstanding principal balance thereof, as provided in Section 2.05
         hereof. The outstanding balance of each Seasonal Revolving Credit Loan,
         as evidenced by any such Seasonal Revolving Credit Note, shall mature
         and be due and payable on the Seasonal Revolving Credit Termination
         Date"

         SECTION 2.10 Amendment to Section 2.04(c). Effective as of the
Effective Date, Section 2.04(c) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                  "(c) Each Term Note shall bear interest from its date on the
         outstanding principal balance thereof as provided in Section 2.05
         hereof. The Borrower shall make principal payments in respect of the
         Term Note on the dates and in the amounts set forth below.

<Table>
<Caption>
                         Date                         Principal Payments
                         ----                         ------------------
<S>                                                   <C>
                  February 28, 2002                        $3,500,000

                  March 31, 2002                           $1,650,000
</Table>


                                       6
<PAGE>

         The aggregate unpaid principal balance of each Term Loan, as evidenced
         by such Term Note, shall mature and be due and payable on the Term Loan
         Termination Date."

         Section 2.11 Amendment to Section 2.06. Effective as of the Effective
Date, Section 2.06 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:

                  "(a) The Borrower shall pay each Lender, through the Agent,
         its pro rata share of a monthly commitment fee ("Commitment Fee") from
         December 31, 2001 until the later to occur of the Revolving Credit
         Termination Date and the Seasonal Revolving Credit Termination Date, in
         an amount equal to: (i)(A) the Available Commitment Amount applicable
         to the Revolving Credit Commitment during such month (or such shorter
         period as may be applicable), multiplied by (B) the Applicable
         Commitment Fee Percentage, plus (ii)(A) the Available Commitment Amount
         applicable to the Seasonal Revolving Credit Commitment during such
         month (or such shorter period as may be applicable), multiplied by (B)
         the Applicable Commitment Fee Percentage; provided, however, that there
         shall be no Commitment Fee attributable to (i) the Revolving Credit
         Commitment after the Revolving Credit Termination Date or (ii) the
         Seasonal Revolving Credit Commitment after the Seasonal Revolving
         Credit Termination Date.

                  (b) Any portion of the Commitment Fee that has not been
         previously paid shall be payable in immediately available funds (i) on
         the last Business Day of each calendar month commencing on January 31,
         2002, (ii) with respect to the Revolving Credit Commitment, on the
         Revolving Credit Termination Date, (iii) with respect to the Seasonal
         Revolving Credit Loans, on the Seasonal Revolving Credit Termination
         Date and (iv) on the date of any reduction of the Total Revolving
         Credit Commitment or Total Seasonal Revolving Credit Commitment, in
         each case in accordance with the provisions of this Agreement. The
         Commitment Fee due to each Lender under this Section 2.06 shall
         commence to accrue on December 31, 2001 and cease to accrue (i) on the
         Revolving Credit Termination Date, with respect to the Revolving Credit
         Commitment, and (ii) on the Seasonal Revolving Credit Termination Date,
         with respect to the Seasonal Revolving Credit Commitment, in each case
         in accordance with the terms of this Section 2.06. The Commitment Fee
         shall be calculated on the basis of the actual number of days elapsed
         in a year of 360 days."

         SECTION 2.12 Amendment to Section 2.07(e). Effective as of the
Effective Date, Section 2.07 of the Credit Agreement is hereby amended to add a
new Section 2.07(e) thereto, which section shall read as follows:

                  "(e) The Seasonal Revolving Credit Commitment of each Lender
         shall automatically and permanently terminate on the Seasonal Revolving
         Credit Termination Date, and all Seasonal Revolving Credit Loans still
         outstanding on such date shall be due and payable in full together with
         accrued interest thereon.


                                       7
<PAGE>
         No Lender shall have any obligation to make any Seasonal Revolving
         Credit Loans after the Seasonal Revolving Credit Termination Date."

         SECTION 2.13 Amendment to Section 2.09. Effective as of the Effective
Date, Section 2.09(a) of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:

                  "(a) Within fifteen (15) Business Days after the consummation
         of any Asset Sale, the Borrower shall prepay the Obligations in an
         amount equal to one hundred percent (100%) of the net cash proceeds of
         such Asset Sale; provided, however, that the Borrower shall have no
         obligation to make any such prepayment pursuant to this Section 2.09(a)
         until the Borrower has received, with respect to any Fiscal Year,
         aggregate net cash proceeds from Asset Sales of at least one million
         dollars ($1,000,000) (the "Asset Sale Limit"). Such prepayments shall
         be applied, first to the unpaid interest on the Seasonal Revolving
         Credit Loans, second to the unpaid principal of the Seasonal Revolving
         Credit Loans, third to the principal payments of the Term Loan in
         inverse order of their maturity, fourth to the unpaid interest of the
         Term Loan and finally to the repayment of the Revolving Credit Loans."

         SECTION 2.14 Amendment to Section 2.09. Effective as of the Effective
Date, Section 2.09(b) of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:

                  "(b) Within five (5) Business Days after the receipt of
         proceeds pursuant to an issuance by the Borrower or any of its
         Subsidiaries of any of the Borrower's or any such Subsidiary's equity
         securities (and regardless of whether such equity securities are issued
         in a public or private sale), the Borrower shall prepay the Obligations
         in an amount equal to the net cash proceeds of any such sale of equity
         securities. Such prepayments shall be applied, first to the unpaid
         interest on the Seasonal Revolving Credit Loans, second to the unpaid
         principal of the Seasonal Revolving Credit Loans, third to the
         principal payments of the Term Loan in inverse order of their maturity,
         fourth to the unpaid interest of the Term Loan and finally to the
         repayment of the Revolving Credit Loans."

         SECTION 2.15 Amendment to Section 2.09. Effective as of the Effective
Date, Section 2.09(e) of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:

                  "(e) The Borrower shall make prepayments of the Revolving
         Credit Loans and Seasonal Revolving Credit Loans from time to time as
         required in order to ensure that the aggregate principal amount of the
         Revolving Credit Loans and Seasonal Revolving Credit Loans outstanding
         does not exceed (i) the Borrowing Base then in effect, or (ii) the
         Total Revolving Credit Commitment plus the Total Seasonal Revolving
         Credit Commitment."


                                       8
<PAGE>

         SECTION 2.16 Amendment to Section 2.09. Effective as of the Effective
Date, Section 2.09(f) of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:

                  "(f) Any prepayments required by Paragraph (a) or (b) above
         shall be applied pursuant to such provisions, and as to the principal
         within each Loan class shall be applied first to outstanding Alternate
         Base Loans up to the full amount thereof, then to outstanding Reference
         Rate Loans up to the full amount thereof, then to outstanding
         Eurodollar Loans up to the full amount thereof, and then as cash
         collateral for outstanding Letters of Credit up to the full amount of
         the Total Letter of Credit Exposure then existing, such cash collateral
         to be held by the Agent for the benefit of WFB in a special cash
         collateral account."

         SECTION 2.17 Amendment to Section 2.17. Effective as of the Effective
Date, Section 2.17 of the Credit Agreement is hereby deleted in its entirety.

         SECTION 2.18 Amendment to Section 4.01(a). Effective as of the
Effective Date, Section 4.01(a) of the Credit Agreement is hereby amended to
delete the parenthetical "(including for any Swingline Loan requested pursuant
to Section 2.17 hereof)" therefrom.

         SECTION 2.19 Amendment to Section 6.05. Effective as of the Effective
Date, Section 6.05 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:

                  "Consolidations, Mergers and Sales of Assets. (a) Directly or
         indirectly consolidate with or merge into any other Person, or permit
         another Person to merge into it, unless it is a Guarantor merging into
         the Borrower (with the Borrower being the surviving entity) or another
         Guarantor; provided, that, (i) such entity has provided the Agent with
         written notice at least ten (10) Business Days prior to such merger,
         and (ii) all Liens in favor of the Collateral Trustee granted by such
         entities continue to be valid, perfected and first priority (except for
         pre-existing Liens on the assets of such other Person which are
         permitted under Section 6.01 hereof), or (b) acquire all or
         substantially all the capital stock or assets of, or ownership
         interests in, any other Person or (c) sell, lease, transfer or assign
         to any Persons or otherwise dispose of (whether in one transaction or a
         series of transactions) all or substantially all of its assets (whether
         now owned or hereafter acquired), or sell any of its assets other than
         in the ordinary course of business, including any Asset Sales unless
         Borrower complies with the requirements of Section 2.09(b); except any
         Subsidiary of the Borrower may sell or lease any of its assets to the
         Borrower or to another Subsidiary of the Borrower; provided, that, all
         Liens on any such assets in favor of the Collateral Trustee continue to
         be valid, perfected and first priority.

         SECTION 2.20 Amendment to Section 6. Effective as of the Effective
Date, Section 6 of the Credit Agreement is hereby amended to add a new Section
6.19 thereto, which section shall read as follows:


                                       9
<PAGE>

                  "SECTION 6.19 Store Leases; Capital Expenditures. From and
         after December 31, 2001, the Borrower shall not enter into any lease,
         commitment or other agreement obligating the Borrower to take occupancy
         of any additional leased space or open any new stores. Notwithstanding
         the foregoing, the Borrower shall be permitted to finish out any stores
         that were not completed as of December 31, 2001 if (a) the Borrower
         entered into the lease agreement related to such store prior to
         December 31, 2001, (b) the lease agreement related to such store
         requires that the Borrower take occupancy of the leased facility prior
         to June 30, 2002, (c) the lease agreement related to such store is set
         forth on Schedule 6.19 hereto, (d) the total amount of all Capital
         Expenditures made by Borrower in connection with the finish out of all
         such additional stores listed on Schedule 6.19, made but not paid for
         prior to December 31, 2001, does not exceed $150,000 and (e) the total
         amount of all Capital Expenditures, excluding those permitted by
         Section 6.19(d), made by Borrower in connection with the finish out of
         all such additional stores does not exceed $1,355,000 from December 31,
         2001 through and including the Final Maturity Date. In addition to the
         foregoing, during the period from December 31, 2001 through and
         including the Final Maturity Date, the Borrower shall not make any
         Capital Expenditures except for (a) the Capital Expenditures expressly
         permitted pursuant to the preceding sentence of this Section 6.19 and
         (b) other Capital Expenditures not to exceed $2,000,000 in the
         aggregate."

         SECTION 2.21 Miscellaneous Amendments. Effective as of the Effective
Date, (i) the word "Swingline" that appears in (A) the definitions of "Loan" and
"Required Lenders" contained in Section 1.01 of the Credit Agreement and (B) in
Section 2.03 of the Credit Agreement is hereby deleted and replaced with the
words "Seasonal Revolving Credit" and (ii) the reference to "2.17" that appears
in Section 2.13 of the Credit Agreement is hereby deleted and replaced with
"2.01(e)".

         SECTION 2.22 Addition of Schedules 2.01(c) and 6.19. Effective as of
the Effective Date, a new Schedules 2.01(c) and 6.19 are hereby added to the
Credit Agreement in the forms attached hereto as Schedules 2.01(c) and 6.19,
respectively.

         SECTION 2.23 Amendment Exhibit K. Effective as of the Effective Date,
Exhibit K is hereby amended in the form attached hereto as Exhibit K.

ARTICLE III.  CONDITIONS PRECEDENT

         SECTION 3.01 The effectiveness of the amendments in Article II of this
Amendment is subject to the satisfaction of the following conditions precedent:

                  (a) The Lenders shall have received (i) this Amendment, duly
         executed by the Borrower and the Lenders, (ii) a certificate of the
         Secretary of the Borrower acknowledging (A) that the Borrower's Board
         of Directors has adopted, approved, consented to and ratified
         resolutions which authorize the execution, delivery and performance by
         the Borrower of this Amendment, and (B) the names


                                       10
<PAGE>
         of the officers of the Borrower authorized to sign this Amendment
         together with specimen signatures of such officers, (iii) a Consent and
         Ratification of the existing Guaranty Agreements, substantially in the
         form of Exhibit G to the Credit Agreement, executed by each Guarantor,
         (iv) the Seasonal Revolving Credit Notes executed by the Borrower, (v)
         the letter agreement between Borrower and Agent dated of even date
         herewith, and (vi) such additional documents, instruments and
         information as the Agents or any Lender may reasonably request;

                  (b) The representations and warranties contained herein and in
         the Credit Agreement, as amended hereby, and the other Credit Documents
         shall be true and correct in all material respects as of the date
         hereof, as if made on the date hereof;

                  (c) After giving effect to this Amendment, no Default or Event
         of Default shall have occurred and be continuing;

                  (d) All corporate proceedings taken in connection with the
         transactions contemplated by this Amendment and all documents,
         instruments and other legal matters incident thereto shall be
         satisfactory to the Agents and the Required Lenders and their legal
         counsel;

                  (e) Agent shall have received financial statements, in form
         and substance satisfactory to Agent, of the Borrower through November
         30, 2001;

                  (f) Agent shall received a collateral audit, in the form and
         substance satisfactory to the Agent and the Lenders; and

                  (g) Borrower shall have paid the commitment fee accrued
         pursuant to Section 2.06 of the Agreement (prior to giving effect to
         this Amendment) through the date of this Amendment.

ARTICLE IV.  COVENANTS

         SECTION 4.01 Borrower hereby agrees to pay to each Lender (i) a
nonrefundable commitment fee in consideration of the Loans and other credit
accommodations provided herein, the receipt and adequacy of which are hereby
acknowledged, (a) in an amount equal to .50% of each Lender's combined Revolving
Credit Commitment and Term Loan Commitment (as of the date of this Amendment)
and payable on each of January 1, 2002 and March 1, 2002, and (b) in an amount
equal to 1.00% of each Lender's Seasonal Revolving Credit Commitment (as of the
date of this Amendment) and payable on March 31, 2002 or the termination date of
the Seasonal Revolving Credit Commitment and (ii) such other fees and expenses
that are to be paid by Borrower in connection with this Amendment, all of which
fees pursuant to this sentence shall be deemed fully earned and nonrefundable
upon execution of this Amendment by Borrower, Agent and the Lenders. Borrower
hereby further agrees that if Borrower sells all or substantially all of the
stock or assets of Borrower or participates in any merger, consolidation,
reorganization, share exchange, recapitalization or similar transaction or
series of related transactions involving the


                                       11
<PAGE>

sale of all or substantially all of the stock or assets of Borrower or if
Borrower and/or its shareholders enter into an agreement to effectuate any such
transaction which is subsequently consummated, on or prior to the Final Maturity
Date (as the same may be extended from time to time) or within 120 days
thereafter, Borrower shall pay to the Agent and the Lenders, simultaneously with
the consummation of such transaction or promptly thereafter, a success fee in an
amount equal to .50% of each such Lender's combined Term Loan Commitment,
Revolving Credit Commitment and Seasonal Revolving Credit Commitment, which fee
shall be deemed fully earned and nonrefundable upon such sale.

ARTICLE V.  REPRESENTATIONS AND WARRANTIES

         SECTION 5.01 The Borrower hereby represents and warrants to the Agents
and the Lenders that (a) the representations and warranties contained in the
Credit Agreement, as amended hereby, and in any other Credit Document are true
and correct in all material respects on and as of the date hereof as though made
on and as of the date hereof (except insofar as such representations and
warranties relate expressly to an earlier date); (b) no Default of Event of
Default under the Credit Agreement, as amended hereby, or any other Credit
Document has occurred and is continuing; and (c) Borrower is in compliance in
all material respects with all covenants and agreements contained in the Credit
Agreement, as amended hereby, and in the other Credit Documents.

ARTICLE VI. NO WAIVER

         SECTION 6.01 Except as expressly provided herein, (i) nothing contained
in this Amendment or any other communication between Agents and/or Lenders and
the Borrower shall be a waiver of any past, present or future violation, default
or Event of Default of the Borrower under the Credit Agreement or any Credit
Document; (ii) Agents and Lenders hereby expressly reserve any rights,
privileges and remedies under the Credit Agreement and each Credit Document that
Agents and Lenders may have with respect to each violation, default or Event of
Default, and any failure by Agents and/or Lenders to exercise any right,
privilege or remedy as a result of the violations set forth above shall not
directly or indirectly in any way whatsoever either (A) impair, prejudice or
otherwise adversely affect the rights of Agents and/or Lenders, except as set
forth herein, at any time to exercise any right, privilege or remedy in
connection with the Credit Agreement or any Credit Documents, (B) amend or alter
any provision of the Credit Agreement or any Credit Documents or any other
contract or instrument, or (C) constitute any course of dealing or other basis
for altering any obligation of the Borrower or any rights, privilege or remedy
of Agents and/or Lenders under the Credit Agreement or any Credit Documents or
any other contract or instrument; and (iii) nothing in this Amendment shall be
construed to be a consent.

ARTICLE VII.  MISCELLANEOUS PROVISIONS

         SECTION 7.01 Ratification of Credit Agreement and Other Credit
Documents. Except as expressly provided herein, (i) the Credit Agreement and all
other Credit Documents shall remain unmodified and in full force and effect as
supplemented and amended hereby, and


                                       12
<PAGE>
(ii) the Borrower hereby affirms all the provisions of the Credit Agreement, as
amended hereby, and the other Credit Documents.

         SECTION 7.02 Confirmation of the Security Documents. The Borrower
hereby acknowledges and confirms that the Collateral (as defined in the Security
Documents) continues to secure the Liabilities (as defined in the Security
Documents), including those arising under the Credit Agreement, as amended
hereby.

         SECTION 7.03 Counterparts. This Amendment may be executed in one or
more counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the same
instrument.

         SECTION 7.04 RELEASE. THE BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO
DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR
NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF
ITS LIABILITY TO REPAY THE "OBLIGATIONS" OR TO SEEK AFFIRMATIVE RELIEF OR
DAMAGES OF ANY KIND OR NATURE FROM AGENT OR LENDERS. THE BORROWER HEREBY
VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES AGENT AND LENDERS,
THEIR PREDECESSORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND
ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES,
COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR
UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT
LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS
AMENDMENT IS EXECUTED, WHICH THE BORROWER MAY NOW OR HEREAFTER HAVE AGAINST
AGENT AND/OR LENDERS, THEIR PREDECESSORS, OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH
CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR
OTHERWISE, AND ARISING FROM ANY "LOANS", INCLUDING, WITHOUT LIMITATION, ANY
CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST
IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND
REMEDIES UNDER THE CREDIT AGREEMENT OR OTHER CREDIT DOCUMENTS, AND THE
NEGOTIATION OF, AND EXECUTION OF, THIS AMENDMENT.


                                       13
<PAGE>

         IN WITNESS WHEREOF, this Amendment has been executed as of the date
first above written.

                                      BORROWER:

                                      ACE CASH EXPRESS, INC.


                                      By:
                                         --------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------

                                      AGENT:

                                      WELLS FARGO BANK TEXAS, NATIONAL
                                      ASSOCIATION


                                      By:
                                         --------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------

                                      SYNDICATION AGENT:

                                      BANK OF AMERICA, N.A.


                                      By:
                                         --------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------

                                      MANAGING AGENTS:

                                      JPMORGAN CHASE BANK
                                      (f/k/a THE CHASE MANHATTAN BANK)


                                      By:
                                         --------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------

                                      FIRST UNION NATIONAL BANK


                                      By:
                                         --------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------


<PAGE>



                                      LENDERS:

                                      WELLS FARGO BANK TEXAS, NATIONAL
                                      ASSOCIATION


                                      By:
                                         --------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------


                                      BANK OF AMERICA, N.A.


                                      By:
                                         --------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------


                                      JPMORGAN CHASE BANK
                                      (f/k/a THE CHASE MANHATTAN BANK)


                                      By:
                                         --------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------


                                      FIRST UNION NATIONAL BANK


                                      By:
                                         --------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------


                                      NATIONAL CITY BANK


                                      By:
                                         --------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------


                                      HIBERNIA NATIONAL BANK


                                      By:
                                         --------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------


<PAGE>



                                      TEXAS CAPITAL BANK, NATIONAL ASSOCIATION


                                      By:
                                         --------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------

                                      FIRST AMERICAN BANK, SSB


                                      By:
                                         --------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------

<PAGE>
                                SCHEDULE 2.01(c)

                      Seasonal Revolving CREDIT COMMITMENTS


<Table>
<Caption>
               Lender                  Commitment            Percentage of Commitment
               ------                  ----------            ------------------------
<S>                                   <C>                    <C>
Wells Fargo Bank Texas, National      $12,500,000.00                  50.00%
Association
Bank of America, N.A.                 $ 8,238,636.54                  32.95%
JPMorgan Chase Bank                   $ 4,261,363.46                  17.05%
TOTAL SEASONAL REVOLVING CREDIT       $25,000,000.00                 100.00%
COMMITMENTS
</Table>



<PAGE>
                                                                       EXHIBIT K

                     FORM OF SEASONAL REVOLVING CREDIT NOTE


U.S. $________________           Dallas, Texas                 December 31, 2001


         FOR VALUE RECEIVED, the undersigned, ACE CASH EXPRESS, INC., a Texas
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
____________________ (the "Lender"), for the account of its Applicable Lending
Office (as defined in that certain Amended and Restated Credit Agreement, dated
as of November 7, 2000, by and among the Borrower, the Lender, certain other
lenders from time to time parties thereto (collectively, the "Lenders"), Wells
Fargo Bank Texas, National Association, a national banking association, as Agent
for the Lenders, Bank of America, N.A., a national banking association, as
Syndication Agent, and First Union National Bank, a national banking
association, and The Chase Manhattan Bank, a national banking association, both
as Managing Agents (as amended, modified or supplemented from time to time, the
"Credit Agreement") (capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Credit Agreement) or any other office
designated by the Lender, the lesser of (i) the principal sum of
________________ DOLLARS ($______________), or (ii) the aggregate unpaid
principal amount of all Seasonal Revolving Credit Loans made by the Lender to
the Borrower pursuant to the Credit Agreement.

         The Borrower promises to pay interest on the unpaid principal amount of
each Seasonal Revolving Credit Loan from the date of such Seasonal Revolving
Credit Loan until such principal amount is paid in full, at such interest rates,
and payable at such times, as are specified in the Credit Agreement.

         Both principal and interest are payable in lawful money of the United
States of America to Wells Fargo Bank Texas, National Association, a national
banking association, as Agent, at 4975 Preston Park Boulevard, Suite 280, Plano,
Texas 75093, in same day funds. Each Seasonal Revolving Credit Loan made by the
Lender to the Borrower and all payments made on account of principal thereof,
shall be recorded by the Lender and, prior to any transfer hereof, endorsed on
the grid attached hereto which is part of this Seasonal Revolving Credit Note
(this "Note"), provided, however, that failure of the Lender to make such
notation or any error therein shall not in any manner affect the obligation of
the Borrower to repay such Seasonal Revolving Credit Loans in accordance with
the terms of this Note.

         This Note is one of the Seasonal Revolving Credit Notes referred to in,
and is subject to and entitled to the benefits of, the Credit Agreement. This
Note is secured by the Collateral described in the Credit Documents. The Credit
Agreement, among other things, (i) provides for the making of Seasonal Revolving
Credit Loans by the Lender to the Borrower from time to time pursuant to Section
2.01(e) of the Credit Agreement in an aggregate outstanding amount not to exceed
at any time the U.S. dollar amount first above mentioned, the indebtedness of
the


                                       1
<PAGE>

Borrower resulting from each such Seasonal Revolving Credit Loan being evidenced
by this Note, and (ii) contains provisions for acceleration of the maturity
hereof upon the happening of certain stated events and also for prepayments on
account of principal hereof prior to the maturity hereof upon the terms and
conditions therein specified.

         The Borrower hereby waives presentment, demand, protest, notice of
intent to accelerate, notice of acceleration and any other notice of any kind,
except as provided in the Credit Agreement. No failure to exercise, and no delay
in exercising, any rights hereunder on the part of the holder hereof shall
operate as a waiver of such rights.

         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF TEXAS (EXCEPT THAT THE PROVISIONS OF CHAPTER 346 OF THE
TEXAS FINANCE CODE, WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS,
SHALL NOT APPLY TO THIS NOTE).

                                       ACE CASH EXPRESS, INC.



                                       By:
                                            -----------------------------------
                                       Name:
                                             ----------------------------------
                                       Title:
                                              ---------------------------------


                                       2
<PAGE>


                                LOANS, MATURITIES
                     AND PAYMENTS OF PRINCIPAL AND INTEREST



<Table>
<Caption>
                                        Rate of        Amount of
                                       Interest        Principal        Amount of         Unpaid
                     Amount and      Applicable to      Paid or       Interest Paid      Principal     Notation
 Borrowing Date     Type of Loan         Loan           Prepaid        or Prepaid         Balance      Made By
 --------------     ------------     -------------     ---------      -------------      ---------     ---------
<S>                 <C>              <C>               <C>             <C>                <C>          <C>



</Table>


                                       3