exv10w1



 






 

 






Exhibit 10.1



SECOND AMENDMENT TO CREDIT AGREEMENT,


dated as of February 28, 2006,


among


ACE CASH EXPRESS, INC.,

as the Borrower,


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent, Co-Lead Arranger, Joint Book Runner and as a Lender,


JPMORGAN CHASE BANK, N.A., as Syndication Agent and as a Lender

J.P. MORGAN SECURITIES, INC., as Joint Book Runner and Co-Lead Arranger,


U.S. BANK, NATIONAL ASSOCIATION,


KEYBANK NATIONAL ASSOCIATION,

and


UNION BANK OF CALIFORNIA, N.A.

as Co-Documentation Agents and as Lenders,


and


The Other Lenders Party Hereto



 

 







 









 








SECOND AMENDMENT TO CREDIT AGREEMENT




     THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of
February 28, 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, certain of the Lenders, and the Administrative Agent are parties to that
certain First Amended and Restated Credit Agreement, dated as of July 30, 2004, as amended by that
certain First Amendment to Credit Agreement, dated as of January 19, 2006 (the “First
Amendment”) (said First Amended and Restated Credit Agreement, as amended by the First
Amendment, 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 to, among other
things, (a) increase the Total Revolving Credit Commitment and the Seasonal Revolving Credit
Commitment and extend the Final Maturity Date, (b) add Allied Irish Banks, p.l.c., LegacyTexas
Bank, and North Fork Bank (collectively, the “New Lenders”) as lenders under the Credit
Agreement, and (c) remove Bank of America, N.A. (“Bank of America”) and CitiBank Texas,
N.A. (“CitiBank”) (collectively, the “Exiting Lenders”) as lenders under the Credit
Agreement.



     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 by adding the defined terms
“Increase Effective Date”, “Pomegranate Acquisition”, “Popular Acquisition
Notes”, “Second Amendment Closing Date”, and “Unencumbered Cash Requirements”
thereto in proper alphabetical order to read as follows:




     “Increase Effective Date” shall have the meaning given to such term in
Section 2.15.




     “Pomegranate Acquisition” shall mean the acquisition of all the Equity
Interests of an entity disclosed to the Lenders in writing prior to the Second Amendment
Closing Date for an aggregate amount not to exceed the amount disclosed to the
Administrative Agent in writing prior to the Second Amendment Closing Date.



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     “Popular Acquisition Notes” shall mean (a) the $3,678,620 convertible
subordinated promissory note, dated November 6, 2005, issued by the Borrower and payable to
Popular Cash Express, Inc. and (b) the $15,721,380 convertible subordinated promissory note,
dated November 29, 2005, issued by the Borrower and payable to Popular Cash Express, Inc.




     “Second Amendment Closing Date” shall mean February 28, 2006.




     “Unencumbered Cash Requirements” means the requirement of any Governmental
Authority that the Borrower or any of its Subsidiaries maintain a certain minimum amount of
cash in its stores which is not subject to any Lien.



     (b) Section 1.01 of the Credit Agreement is hereby amended by deleting the defined
term “Seasonal Revolving Credit Commitment Increase Period” therefrom.



     (c) The definition of “Acceptable Acquisition” set forth in Section 1.01 of
the Credit Agreement is hereby amended to read as follows:




     “Acceptable Acquisition” shall mean (i) any acquisition by the Borrower of (x)
all or substantially all of the business of or (y) the assets of, any business entity
(whatever corporate form and whether accomplished as an asset acquisition or a stock
purchase or acquisition of other forms of ownership interests) engaged in the same business
or a substantially similar line of business, but only if (a) the purchase price of such
acquisition (including the amount of Indebtedness of the business entity or of the seller or
sellers assumed in connection therewith) is no more than $10,000,000 and (b) in the case of
an acquisition of all or substantially all of a business, such business entity has either
(I) positive EBITDA for the twelve (12) month period immediately preceding the proposed date
of such acquisition or (II) positive Restated EBITDA for the twelve (12) month period
immediately preceding the proposed date of such acquisition (as determined by Administrative
Agent and Borrower), (ii) the Pomegranate Transaction, or (iii) any other acquisition
approved by Required Lenders in their sole discretion.



     (d) The definition of “Adjustment Date” set forth in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:




     “Adjustment Date” shall mean with respect to any calculation of the Applicable
Margin or the Applicable Commitment Fee Rate following each fiscal quarter, (i) with respect
to the final fiscal quarter in each fiscal year of the Borrower, the earlier of (a) the date
on which Borrower’s audited financial statements for the applicable fiscal year are required
to be filed with the Securities Exchange Commission under applicable law after the end of
such fiscal year and (b) two (2) Business Days after the Borrower has delivered such audited
financial statements to Administrative Agent with respect to such fiscal year as required
under Section 5.05(a) and (ii) with respect to any other fiscal quarter, the earlier
of (a) the date which is forty five (45) days after the end of such fiscal quarter and (ii)
the date which is two (2) Business Days after the Borrower has delivered the financial
statements to Administrative Agent with respect to such fiscal quarter as required under
Section 5.05(b).



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     (e) The definition of “Applicable Commitment Fee Rate” set forth in Section
1.01 of the Credit Agreement is hereby amended to read as follows:




     “Applicable Commitment Fee Rate” shall mean the applicable percentage rate per
annum set forth in the Pricing Grid. On the Second Amendment Closing Date and continuing
through and including the day immediately preceding the first Adjustment Date occurring
after the Second Amendment Closing Date, the Applicable Commitment Fee Rate shall be the
Applicable Commitment Fee Rate when the Debt to EBITDA Ratio is greater than or equal to
1.00 to 1.00 but less than 1.50 to 1.00, and for each period thereafter beginning on an
Adjustment Date and ending on the day immediately preceding the next succeeding Adjustment
Date, the Applicable Commitment Fee Rate shall be the Applicable Commitment Fee Rate set
forth opposite the Debt to EBITDA Ratio as determined at the end of the most recently ended
fiscal quarter prior to the applicable Adjustment Date.



     (f) The definition of “Applicable Margin” set forth in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:




     “Applicable Margin” shall mean the margin to be added to the Alternate Base
Rate and Adjusted LIBO Rate which is equal to the applicable percentage rate per annum set
forth in the Pricing Grid for the applicable Type of Loan (i.e., ABR Loan, Reference Rate
Loan, or Eurodollar Loan). On the Second Amendment Closing Date and continuing through and
including the day immediately preceding the first Adjustment Date occurring after the Second
Amendment Closing Date, the Applicable Margin shall be the Applicable Margin for the
applicable Type of Loan when the Debt to EBITDA Ratio is greater than or equal to 1.00 to
1.00 but less than 1.50 to 1.00, and for each period thereafter beginning on an Adjustment
Date and ending on the day immediately preceding the next succeeding Adjustment Date, the
Applicable Margin for the applicable Type of Loan shall be the Applicable Margin set forth
opposite the Debt to EBITDA Ratio as determined at the end of the most recently ended fiscal
quarter prior to the applicable Adjustment Date.



     (g) The definition of “Borrowing Base Report” set forth in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:




     “Borrowing Base Report” shall mean the Borrowing Base Report with respect to
Cash Holdings and Subsidiary’s Cash Holdings provided as Collateral to the Lenders by the
Borrower and its Subsidiaries (other than ACE Funding) in the form of Exhibit C
hereto.



     (h) The definition of “Cash Holdings” set forth in Section 1.01 of the Credit
Agreement is hereby amended to read as follows:




     “Cash Holdings” shall mean the cash owned by the Borrower in the Borrower’s
stores, plus the cash owned by the Borrower in the Borrower’s depository accounts
with Administrative Agent, plus the cash owned by the Borrower in the Borrower’s
depository accounts with Other Financial Institutions, plus the amount of items of
the Borrower in



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clearing at the Administrative Agent and at Other Financial Institutions, plus
cash owned by the Borrower in transit with armored couriers.



     (i) The definition of “Deposit Accounts” set forth in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:




     “Deposit Accounts” shall mean each demand, time, savings, passbook and other
like accounts (including any account evidenced by a non-negotiable certificate of deposit),
whether interest-bearing or not, and if interest-bearing then all interest accrued and paid
or payable thereon, maintained by the Borrower or any of its Subsidiaries (other than ACE
Funding), and all moneys owned by the Borrower or any of its Subsidiaries (other than ACE
Funding) from time to time in or credited to any and all such deposit accounts, including
all earnings or profits therefrom in the form of interest or otherwise.



     (j) The definition of “Final Maturity Date” set forth in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:




     “Final Maturity Date” shall mean December 31, 2010.



     (k) The definition of “Required Lenders” set forth in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:




     “Required Lenders” shall mean at any time (a) two (2) or more Lenders holding
more than fifty percent (50%) of the then aggregate unpaid principal amount of the Loans or
(b) if no such principal amount is then outstanding, two (2) or more Lenders having more
than fifty percent (50%) of the Total Commitment.



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




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



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




     “Seasonal Revolving Credit Availability Period” shall mean any of the following
periods: (a) January 1, 2006 until and including March 15, 2006, (b) January 1, 2007 until
and including March 15, 2007, (c) January 1, 2008 until and including March 15, 2008, (d)
January 1, 2009 until and including March 15, 2009, and (e) January 1, 2010 until and
including March 15, 2010.



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



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



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




     “Seasonal Revolving Credit Termination Date” shall mean the earlier of (a)
March 15, 2010 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.



     (p) The definition of “Subsidiary’s Cash Holdings” set forth in Section 1.01
of the Credit Agreement is hereby amended to read as follows:




     “Subsidiary’s Cash Holdings” shall mean, with respect to a Subsidiary of the
Borrower, other than ACE Funding, the cash owned by such Subsidiary in such Subsidiary’s
stores, plus the cash owned by such Subsidiary in such Subsidiary’s depository
accounts with the Administrative Agent, plus the cash owned by such Subsidiary in
such Subsidiary’s depository accounts with Other Financial Institutions, plus the
amount of items of such Subsidiary in clearing at the Administrative Agent and at Other
Financial Institutions, plus cash owned by such Subsidiary in transit with armored
couriers.



     (q) Section 2.06(a) of the Credit Agreement is hereby amended by adding the following
sentence to the end thereof to read as follows:




     If there is any change in the Applicable Commitment Fee Rate during any calendar
quarter, the Unused Total Commitment shall be computed and multiplied by the Applicable
Commitment Fee Rate separately for each period during such quarter that such Applicable
Commitment Fee was in effect.



     (r) 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.”, and (ii) deleting paragraph (e) therefrom.



     (s) Article II of the Credit Agreement is hereby amended by adding a new Section
2.15 thereto to read as follows:




     SECTION 2.15. Increase in Total Revolving Credit Commitment.




     (a) Request for Increase. Provided there exists no Default or Event of
Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders),
the Borrower may from time to time request an increase in the Total Revolving Credit
Commitment to an amount (for all such requests) not exceeding $225,000,000; provided
that (i) any such request for an increase shall be in a minimum amount of



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$10,000,000, and (ii) the Borrower may make a maximum of two such requests. At the
time of sending such notice, the Borrower (in consultation with the Administrative Agent)
shall specify the time period within which each Lender is requested to respond (which shall
in no event be less than ten Business Days from the date of delivery of such notice to the
Lenders).




     (b) Lender Elections to Increase. Each Lender shall notify the Administrative
Agent within such time period whether or not it agrees to increase its Revolving Credit
Commitment and, if so, whether by an amount equal to, greater than, or less than its pro
rata share of such requested increase. Any Lender not responding within such time period
shall be deemed to have declined to increase its Revolving Credit Commitment.




     (c) Notification by Administrative Agent; Additional Lenders. The
Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to
each request made hereunder. To achieve the full amount of a requested increase and subject
to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not
be unreasonably withheld), the Borrower may also invite additional assignees to become
Lenders pursuant to a joinder agreement in form and substance satisfactory to the
Administrative Agent and its counsel.




     (d) Effective Date and Allocations. If the Total Revolving Commitment is
increased in accordance with this Section, the Administrative Agent and the Borrower shall
determine the effective date (the “Increase Effective Date”) and the final
allocation of such increase. The Administrative Agent shall promptly notify the Borrower
and the Lenders of the final allocation of such increase and the Increase Effective Date.




     (e) Conditions to Effectiveness of Increase. As a condition precedent to such
increase, the Borrower shall deliver to the Administrative Agent a certificate of the
Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender)
signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions
adopted by the Borrower approving or consenting to such increase, and (ii) certifying that,
before and after giving effect to such increase, (A) the representations and warranties
contained in Article III and the other Credit Documents are true and correct on and
as of the Increase Effective Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true and correct as
of such earlier date, and (B) no Default or Event of Default exists. The Borrower shall
prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any
additional amounts required pursuant to Section 2.11) to the extent necessary to
keep the outstanding Revolving Credit Loans ratable with any revised pro rata shares arising
from any nonratable increase in the Revolving Credit Commitments under this Section.




     (f) Conflicting Provisions. This Section shall supersede any provisions in
Section 2.13 or 9.02 to the contrary.



     (t) Section 5.11 of the Credit Agreement is hereby amended to read as follows:



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     SECTION 5.11. Additional Guarantors and Pledge of Assets. Inform the
Administrative Agent within five (5) Business Days before the creation or acquisition of any
direct or indirect Subsidiary. The Borrower and the Lenders intend that any such new
Subsidiary of the Borrower shall obtain the benefit of the Total Commitment and shall become
a Guarantor pursuant to terms similar to each Guarantor on the date hereof. Within fifteen
(15) Business Days from the acquisition or formation of any such additional Subsidiary,
then, unless such Subsidiary is merged into the Borrower or a Guarantor (with the Borrower
or such Guarantor being the surviving Person) prior to the expiration of such fifteen (15)
Business Day period, the Borrower shall cause such Subsidiary (a) to promptly execute, in
form and substance satisfactory to the Administrative Agent, all documents necessary for
such Subsidiary to become a Guarantor hereunder (including a Guaranty Agreement
substantially in the form executed by the Guarantors as of the Closing Date), and (b) to
effect such Subsidiary’s conveyance of a first priority Lien in its assets (subject only to
Permitted Liens) in favor of the Administrative Agent for the benefit of the Lenders
securing the Obligations pursuant to the Security Documents. Any such additional
Subsidiary’s assets shall thereupon become part of the Collateral, and such Subsidiary’s
Cash Holdings (and other assets described in Section 1 of the Borrowing Base Report) shall
thereupon become part of the Borrowing Base; provided, however, that the
Administrative Agent may, in its sole discretion, audit and inspect such Subsidiary’s assets
(including, without limitation, such Subsidiary’s Cash Holdings) at the Borrower’s expense,
and, if the results of such audit and inspection are not satisfactory to the Administrative
Agent in its sole discretion, such Subsidiary’s Cash Holdings shall no longer be part of the
Borrowing Base. The Required Lenders shall have the right to cause the Administrative Agent
to conduct such an audit and inspection upon written request and such audits and inspections
shall be in addition to the audits described in Section 5.08 hereof. In addition,
within fifteen (15) Business Days from the acquisition or formation of any additional
Subsidiary of the Borrower, the Borrower shall execute, or shall cause its Subsidiary to
execute, as applicable, all documents (including a Stock Pledge Agreement in form and
content substantially similar to other Stock Pledge Agreements) necessary to effect the
Borrower’s or such Subsidiary’s, as applicable, conveyance of a first priority Lien in the
Equity Interests of such additional Subsidiary in favor of the Administrative Agent for the
benefit of the Lenders securing the Obligations, and such additional Subsidiary’s Equity
Interests shall thereupon become part of the Collateral. If reasonably requested by the
Administrative Agent, the Borrower shall cause its legal counsel to deliver to the
Administrative Agent, simultaneously with the Credit Documents referred to in this
Section 5.11, a legal opinion containing opinions reasonably requested by the
Administrative Agent with respect to, if applicable, (i) the stock or asset acquisition,
(ii) the formation of such Subsidiary, (iii) the pledge of such Subsidiary’s Equity
Interests to the Administrative Agent, (iv) the pledge of acquired assets to the
Administrative Agent and the perfection of the Administrative Agent’s security interest
therein, (v) the addition of such Subsidiary as a Guarantor, and (vi) such other matters
reasonably related thereto; such legal opinion to be in form and substance satisfactory to
the Administrative Agent.



     (u) Section 6.03(a) of the Credit Agreement is hereby amended to read as follows:



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     (a) Incur, create, assume or permit to exist any Indebtedness for borrowed money
(excluding Guarantees) that is secured by Liens other than (i) Indebtedness secured by
Permitted Liens in an amount not to exceed three million dollars ($3,000,000) per item of
Indebtedness and five million dollars ($5,000,000) in the aggregate; (ii) Senior
Subordinated Indebtedness (other than the Popular Acquisition Notes) in an amount not to
exceed forty million dollars ($40,000,000) in the aggregate, (iii) the Popular Acquisition
Notes, (iv) Indebtedness existing on the date hereof and listed in Schedule 6.03
hereto; provided, that, such Indebtedness shall not after the date hereof
(A) increase in amount (except increases subject to limitations in amount in existence on
the date hereof); (B) be secured by Liens not in existence on the date hereof, or (C) change
in regard to seniority in any respect; and (v) Indebtedness incurred hereunder (including,
without limitation, any drawings under any Letter of Credit).



     (v) Section 6.03(b) of the Credit Agreement is hereby amended to read as follows:




     (b) Incur, create, assume or permit to exist any Guarantees other than (without
duplication): (i) Guarantees of the Obligations, (ii) Guarantees for the benefit of
Travelers in respect of the Borrower’s obligations under the Money Order Agreement, and
(iii) Guarantees in respect of Indebtedness otherwise permitted hereunder of the Borrower or
any wholly-owned Subsidiary (other than ACE Funding).



     (w) Section 6.03(c) of the Credit Agreement is hereby amended to read as follows:




     (c) Incur, create, assume or permit to exist any unsecured Indebtedness other than (i)
current accounts payable and unsecured current liabilities (not the result of borrowing)
incurred in the ordinary course of business of the Borrower to vendors, suppliers and
Persons providing services, for expenditures for goods, services and financial service
products normally required by it in the ordinary course of business and on ordinary trade
terms, including (without limitation) obligations pursuant to the Money Order Agreement,
(ii) Indebtedness evidenced by Deferred Payment Obligations (other than the Indebtedness
permitted by clause (iii) below) in an amount not to exceed four million dollars
($4,000,000) in the aggregate at any time, (iii) Indebtedness evidenced by Deferred Payment
Obligations with respect to the Pomegranate Acquisition in an amount not to exceed three
million dollars ($3,000,000), and (iv) Indebtedness during any period of forty-five (45)
consecutive days between January 15, and March 15 of any fiscal year not to exceed fifty
million dollars ($50,000,000) in aggregate amount.



     (x) Section 6.05 of the Credit Agreement is hereby amended to read as follows:




     SECTION 6.05. 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 Administrative Agent with written notice at least ten (10) Business Days
prior to such merger, (ii) all Liens in favor of the Administrative Agent 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 also Permitted Liens, and (iii) in no event
shall



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ACE Funding merge into Borrower or any Subsidiary of Borrower, (b) acquire all or
substantially all the Equity Interests or other ownership interests in, any other Person
(except for Acceptable Acquisitions that also comply with Section 5.11), (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 (d) otherwise sell any of its assets other than assets which are of
nominal value or obsolete or are replaced by assets of equal suitability and value;
provided, however, that (i) the Borrower and its Subsidiaries may sell or otherwise dispose
of assets obtained in the Pomegranate Transaction of the type disclosed to the
Administrative Agent in writing prior to the Second Amendment Closing Date in an aggregate
amount not to exceed the amount disclosed to the Administrative Agent in writing prior to
the Second Amendment Closing Date, (ii) in addition to clause (i) immediately preceding, the
Borrower and its Subsidiaries may sell only fixed assets (i.e., furniture, fixtures, and
equipment), goodwill, and leasehold interests in connection with the disposition of stores
in the ordinary course of business (but in no event cash, checks, accounts, receivables or
working capital) in an amount not to exceed $7,500,000 in the aggregate in any Fiscal Year,
and (iii) any Guarantor may sell or lease any of its assets to the Borrower or to another
Guarantor if and only if all Liens on any such assets in favor of the Administrative Agent
continue to be valid, perfected and first priority subsequent to such sale or lease.



     (y) Section 6.07 of the Credit Agreement is hereby amended to read as follows:




     SECTION 6.07. Net Worth. At any time, permit Net Worth of the Borrower and
its Subsidiaries on a Consolidated basis at any time to be less than $175,500,000;
plus (b) seventy-five percent (75%) of all Net Income earned after December 31, 2005
during any completed fiscal quarter, provided, however that fiscal quarters
in which Net Income is a negative amount will be excluded from the calculation of Net Income
earned after December 31, 2005, plus (c) an amount equal to all proceeds of any
offering of Equity Interests (net of offering and professional fees and expenses) by the
Borrower or any of its Subsidiaries occurring after December 31, 2005 that is permitted
hereunder.



     (z) Section 6.19 of the Credit Agreement is hereby amended to read as follows:




     SECTION 6.19. Capital Expenditures. [INTENTIONALLY OMITTED.]



     (aa) Section 9.02(b) of the Credit Agreement is hereby amended by adding the following
sentence to the end thereof to read as follows:




     Notwithstanding anything in this Section 9.02(b) or elsewhere in this Agreement
to the contrary, (i) only the consent of the Administrative Agent is required to release
Liens in Cash Holdings not to exceed $2,500,000 in aggregate amount in order to satisfy any
Unencumbered Cash Requirements and (ii) a waiver or modification with respect to the dollar
amount set forth in clause (i) immediately preceding shall not be deemed to be a release of
Collateral under this Section 9.02(b).



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     (bb) The Pricing Grid is hereby amended to be in the form of Schedule 1 attached to
this Second Amendment.



     (cc) Schedule 2.01(a) to the Credit Agreement is hereby amended to be in the form of
Schedule 2.01(a) attached to this Second Amendment.



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



     (ee) Exhibit C, the Borrowing Base Report, is hereby amended to be in the form of
Exhibit C attached to this Second Amendment.



     (ff) Exhibit H, the Cash Holdings Report, is hereby amended to be in the form of
Exhibit H attached to this Second Amendment.



     (gg) Exhibit I, the Compliance Certificate, is hereby amended to be in the form of
Exhibit I attached to this Second 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 Second
Amendment, each Revolving Credit Note payable to each Lender whose Revolving Credit Commitment is
being increased and each Seasonal Revolving Credit Note payable to each Seasonal Revolving Credit
Lender whose Seasonal Revolving Credit Commitment is being increased (collectively, the
“Replacement Notes”) and the Revolving Credit Note payable to each New Lender and the
Seasonal Revolving Credit Note payable to each New Lender who is a Seasonal Revolving Credit Lender
(collectively, the “New Notes”), (ii) this Second Amendment, the Replacement Notes and the
New Notes have been duly executed and delivered by the Borrower, and (iii) this Second Amendment,
the Replacement Notes, the New 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;



     (d) neither the execution, delivery and performance of this Second Amendment, the Replacement
Notes, the New Notes or 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



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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 Second Amendment, the Replacement Notes, or the New
Notes or (ii) the acknowledgement by each Guarantor of this Second Amendment.



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



     (a) the Administrative Agent shall have received counterparts of this Second Amendment
executed by each Lender;



     (b) the Administrative Agent shall have received counterparts of this Second 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 Second
Amendment, the Replacement Notes and the New Notes;



     (e) the Administrative Agent shall have received an opinion of counsel to the Borrower, in
form and substance satisfactory to the Administrative Agent and its counsel, with respect to the
matters set forth in clauses (c), (d) and (e) of Section 2 of this Second 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, (ii) for the account of each Lender other than the New
Lenders a fee in an amount equal to the product of (A) 0.125% and (B) the sum of each Lender’s
Revolving Credit Commitment and Seasonal Revolving Credit Commitment before giving effect to the
First Amendment and this Second Amendment, (iii) for the account of each Lender whose Revolving
Credit Commitment and/or Seasonal Revolving Credit Commitment is being increased by this Second
Amendment, a fee in an amount equal to the product of (A) 0.250% and (B) the amount of the increase
of such Lender’s Revolving Credit Commitment and Seasonal Revolving Credit Commitment pursuant to
this Second Amendment, and (iv) for the account of each New Lender, a fee in an amount equal to the
product of (A) 0.250% and (B) each New Lender’s Revolving Credit Commitment and/or Seasonal
Revolving Credit Commitment established pursuant to this Second Amendment;



11









 





     (g) the Administrative Agent and Travelers shall have executed a First Amendment to the First
Amended and Restated Intercreditor Agreement which shall provide for an increase in the Total
Commitment (as defined in the Intercreditor Agreement) to an amount not to exceed $300,000,000;



     (h) the Administrative Agent shall have received counterparts of the Supplement to Assignment
of Deposit Accounts and Security Agreement executed by the parties thereto;



     (i) Bank of America and CitiBank shall have each received payment in full of all amounts due
and owing to them; and



     (j) 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. PURCHASE BY LENDERS. Simultaneously with the satisfaction of conditions
set forth in Section 3 of this Second Amendment, each Lender shall purchase or sell (as the
case may be), without recourse, an amount of Loans and LC Exposure outstanding such that after
giving effect to this Second Amendment, the amount of each Lender’s Revolving Credit Commitment and
Seasonal Revolving Credit Commitment which has been utilized shall be pro rata among the Lenders in
proportion that their respective Revolving Credit Commitments and Seasonal Revolving Credit
Commitments bear to the Total Revolving Credit Commitment and the Total Seasonal Revolving Credit
Commitment. The Borrower hereby irrevocably authorizes each Lender, to the extent necessary, to
fund to the Administrative Agent any payment required to be made pursuant to the immediately
preceding sentence. If, as a result of any purchase or sale provided for in this Section
4, any payment of a Eurodollar Loan, in whole or in part, occurs on a day which is not the last
day of the Interest Period for such Eurodollar Loan, the Borrower will pay to the Administrative
Agent for the benefit of any Lender holding a Eurodollar Loan any loss, cost or expense
attributable to such payment in accordance with Section 2.11 of the Credit Agreement.



     Section 5. ADDITION OF NEW LENDERS. The parties hereto agrees that the provision of
Section 9.04 of the Credit Agreement shall not be applicable to the addition of the New
Lenders pursuant to this Second Amendment. Each New Lender covenants and agrees that (a) it will,
independently and without reliance on the Administrative Agent or any Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit Documents, and (b) it will perform in
accordance with their requisite terms all of the obligations which by the terms of the Credit
Documents are required to be performed by it as a Lender. Furthermore, each New Lender represents
and warrants that (a) it has full power and authority, and has taken all action necessary, to
execute and deliver this Second Amendment and to consummate the transactions contemplated hereby
and to become a Lender under the Credit Agreement, (b) it satisfies the requirements specified in
the Credit Agreement that are required to be satisfied by it in order to become a Lender, (c) from
and after the Second Amendment Closing Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (d) it has
received a copy of the Credit Agreement and the other Credit Documents requested by it, together
with copies of the most recent financial statements delivered



12









 







pursuant to Section 5.05 thereof, as applicable, and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Second Amendment and to become a Lender under the Credit Agreement on the basis of which it
has made such analysis and decision independently and without reliance on the Agent or any other
Lender, and (e) if it is a Foreign Lender, it has delivered to the Borrower (with a copy of the
Administrative Agent) any documentation required to be delivered by it pursuant to the terms of the
Credit Agreement, duly completed and executed.



     Section 6. EXITING LENDERS. Upon satisfaction of the conditions set forth in
Section 3 of this Second Amendment, the Exiting Lenders shall no longer (a) be a Lender
under the Credit Agreement or (b) have any rights or obligations with respect to being a Lender,
except for those that expressly survive termination of the Credit Agreement.



     Section 7. DEPOSIT ACCOUNT STATEMENTS. The Borrower, the Administrative Agent and the
Lenders acknowledge and agree that, unless requested by the Administrative Agent, copies of all
bank statements required to be delivered by the depository institutions pursuant to any Letter
Agreement shall not be required to be delivered to the Administrative Agent.



     Section 8. REFERENCE TO THE CREDIT AGREEMENT.



     (a) Upon the effectiveness of this Second 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 9. 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 Second 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 10. GUARANTOR’S ACKNOWLEDGMENT. By signing below, each Guarantor (a)
acknowledges, consents and agrees to the execution, delivery and performance by the Borrower of
this Second 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 Second Amendment or any of the provisions contemplated herein, and (ii) include the increase
of the Revolving Credit Commitment and the Seasonal Revolving Credit Commitment provided for in
this Second 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 11. EXECUTION IN COUNTERPARTS. This Second 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



13









 







Second 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 12. GOVERNING LAW; BINDING EFFECT. This Second 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 federal law,
and shall be binding upon the parties hereto and their respective successors and assigns.



     Section 13. HEADINGS. Section headings in this Second Amendment are included herein
for convenience of reference only and shall not constitute a part of this Second Amendment for any
other purpose.



     Section 14. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS SECOND
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






14









 





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



	 	 	 	 	 
	 	ACE CASH EXPRESS, INC., as Borrower

 	 
	 	By:  	/s/ Walter E. Evans
 	 
	 	 	Walter Evans 	 
	 	 	Senior Vice President and General Counsel 	 
	 




Signature Page to Second 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 Second Amendment









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as a Lender

 	 
	 	By:  	/s/ Brian McDougal
 	 
	 	 	Name:  	Brian McDougal 	 
	 	 	Title:  	Vice President 	 
	 




Signature Page to Second Amendment









 





	 	 	 	 	 
	 	U. S. BANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ John Holland
 	 
	 	 	Name:  	John Holland 	 
	 	 	Title:  	Senior Vice President 	 
	 




Signature Page to Second 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 Second Amendment









 





	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Joanne Bramanti
 	 
	 	 	Name:  	Joanne Bramanti 	 
	 	 	Title:  	Senior Vice President 	 
	 




Signature Page to Second Amendment









 





	 	 	 	 	 
	 	AMEGY BANK NATIONAL ASSOCIATION (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 Second Amendment









 





	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, as a Lender

 	 
	 	By:  	/s/ Todd S. Meller
 	 
	 	 	Name:  	Todd S. Meller 	 
	 	 	Title:  	Managing Director 	 
	 




Signature Page to Second Amendment









 





	 	 	 	 	 
	 	NATIONAL CITY BANK, as a Lender

 	 
	 	By:  	/s/ Michael Durbin
 	 
	 	 	Name:  	Michael Durbin 	 
	 	 	Title:  	Senior Vice President 	 
	 




Signature Page to Second Amendment









 





	 	 	 	 	 
	 	TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Ronald K. Baker
 	 
	 	 	Name:  	Ronald K. Baker 	 
	 	 	Title:  	Executive Vice President 	 
	 




Signature Page to Second 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 Second Amendment









 





	 	 	 	 	 
	 	ALLIED IRISH BANKS, p.l.c., as a Lender

 	 
	 	By:  	/s/ Martin Chin
 	 
	 	 	Name:  	Martin Chin 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                /s/ Derrick Lynch
 	 
	 	 	Name:  	Derrick Lynch 	 
	 	 	Title:  	Asistant Vice President 	 
	 




Signature Page to Second Amendment









 





	 	 	 	 	 
	 	LEGACYTEXAS BANK, as a Lender

 	 
	 	By:  	/s/ R. Brian Livingston
 	 
	 	 	Name:  	R. Brian Livingston 	 
	 	 	Title:  	Senior Vice President 	 
	 




Signature Page to Second Amendment









 





	 	 	 	 	 
	 	NORTH FORK BANK, as a Lender

 	 
	 	By:  	/s/ Robert C. Dunwoody
 	 
	 	 	Name:  	Robert C. Dunwoody 	 
	 	 	Title:  	Vice President 	 
	 




Signature Page to Second Amendment









 





ACKNOWLEDGED AND AGREED FOR

PURPOSES OF SECTION 6 HEREOF:




BANK OF AMERICA, N.A.




	 	 	 	 
	 	 
	By:  	                /s/ Tracey B. Silverman
 	 
	 	Name:  	Tracey B. Silverman 	 
	 	Title:  	Senior Vice President 	 
	 



CITIBANK TEXAS, N.A. (formerly known as

First American Bank, SSB)




	 	 	 	 
	 	 
	By:  	                 /s/ Harold Beattie, Jr.
 	 
	 	Name:  	Harold Beattie, Jr. 	 
	 	Title:  	Vice President 	 
	 




Signature Page to Second 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/ Walter E. Evans
 	 
	 	Name:  	Walter E. Evans 	 
	 	Title:  	Vice President and Secretary 	 
	 



	 	 	 	 
	ACE CREDIT SERVICES, LLC

 	 
	By:  	ACE CASH EXPRESS, INC.,  its Managing Member
 	 
	 	 	 
	 	 	 
	 



	 	 	 	 
	 	 
	By:  	       /s/ Walter E. Evans
 	 
	 	Name:  	Walter E. Evans 	 
	 	Title:  	Vice President and Secretary 	 
	 




Signature Page to Second Amendment









 






SCHEDULE I




Pricing Grid




	 	 	 	 	 	 	 	 	 
	Debt to EBITDA	 	Applicable Margin	 	Applicable Margin	 	Applicable Margin for	 	Applicable
	Ratio	 	for LIBO Rate Loans	 	for ABR Loans	 	Reference Rate Loans	 	Commitment Fee Rate
	3 2.00

	 	2.75% per annum
	 	1.75% per annum
	 	2.75% per annum
	 	0.50% per annum
	< 2.00x 3 1.75x

	 	2.50% per annum
	 	1.50% per annum
	 	2.50% per annum
	 	0.50% per annum
	< 1.75x 3 1.50

	 	2.25% per annum
	 	1.25% per annum
	 	2.25% per annum
	 	0.375% per annum
	< 1.50x 3 1.00x

	 	2.00% per annum
	 	1.00% per annum
	 	2.00% per annum
	 	0.375% per annum
	< 1.00x

	 	1.75% per annum
	 	0.75% per annum
	 	1.75% per annum
	 	0.300% per annum







Schedule 1









 








SCHEDULE 2.01(a)




Revolving Credit Commitments




	 	 	 	 	 	 	 	 	 
	 	 	Revolving Credit	 	 
	Lender	 	Commitment	 	Percentage
	Wells Fargo Bank, National Association
	 	$	26,181,818.17	 	 	 	13.0909	%
	JPMorgan Chase Bank, N.A.
	 	$	21,818,181.82	 	 	 	10.9091	%
	U.S. Bank National Association
	 	$	21,818,181.82	 	 	 	10.9091	%
	Union Bank of California, N.A.
	 	$	21,818,181.82	 	 	 	10.9091	%
	KeyBank National Association
	 	$	21,818,181.82	 	 	 	10.9091	%
	Amegy Bank National Association
(formerly known as Southwest Bank of
Texas, N.A.)
	 	$	14,545,454.55	 	 	 	7.2727	%
	The Bank of Nova Scotia
	 	$	14,545,454.55	 	 	 	7.2727	%
	National City Bank
	 	$	14,545,454.55	 	 	 	7.2727	%
	Texas Capital Bank National Association
	 	$	9,454,545.45	 	 	 	4.7273	%
	RZB Finance, LLC
	 	$	9,454,545.45	 	 	 	4.7273	%
	Allied Irish Banks, p.l.c.
	 	$	8,000,000.00	 	 	 	4.0000	%
	LegacyTexas Bank
	 	$	8,000,000.00	 	 	 	4.0000	%
	North Fork Bank
	 	$	8,000,000.00	 	 	 	4.0000	%
	TOTAL
	 	$	200,000,000.00	 	 	 	100	%







Schedule 2.01(a)









 








SCHEDULE 2.01(b)




Seasonal Revolving Credit Commitments




	 	 	 	 	 	 	 	 	 
	 	 	Seasonal Revolving	 	 	 	 
	Lender	 	Credit Commitment	 	 	Percentage	 
	Wells Fargo Bank, National Association
	 	$	9,818,181.83	 	 	 	13.0909	%
	JPMorgan Chase Bank, N.A.
	 	$	8,181,818.18	 	 	 	10.9091	%
	U.S. Bank National Association
	 	$	8,181,818.18	 	 	 	10.9091	%
	Union Bank of California, N.A.
	 	$	8,181,818.18	 	 	 	10.9091	%
	KeyBank National Association
	 	$	8,181,818.18	 	 	 	10.9091	%
	Amegy Bank National Association
(formerly known as Southwest Bank of
Texas, N.A.)
	 	$	5,454,545.45	 	 	 	7.2727	%
	The Bank of Nova Scotia
	 	$	5,454,545.45	 	 	 	7.2727	%
	National City Bank
	 	$	5,454,545.45	 	 	 	7.2727	%
	Texas Capital Bank National Association
	 	$	3,545,454.55	 	 	 	4.7273	%
	RZB Finance, LLC
	 	$	3,545,454.55	 	 	 	4.7273	%
	Allied Irish Banks, p.l.c.
	 	$	3,000,000.00	 	 	 	4.0000	%
	LegacyTexas Bank
	 	$	3,000,000.00	 	 	 	4.0000	%
	North Fork Bank
	 	$	3,000,000.00	 	 	 	4.0000	%
	TOTAL
	 	$	75,000,000.00	 	 	 	100	%







Schedule 2.01(b)









 








EXHIBIT C




[FORM OF BORROWING BASE REPORT]



Borrowing Base Report for Week Beginning Sunday ___, 200___and Ending Saturday ___, 200___(the
“Prior Week”):



All capitalized terms used herein, unless otherwise defined herein, shall have the meanings set
forth in that certain First Amended and Restated Credit Agreement, dated as July 30, 2004, by and
among ACE Cash Express, Inc. (the “Borrower”), Wells Fargo Bank, National Association, as
Administrative Agent, and the other Lenders party thereto (as amended, supplemented, restated or
extended from time to time, the “Agreement”). Capitalized terms herein and not otherwise
defined shall have the meanings set forth in the Agreement.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Sunday	 	Monday	 	Tuesday	 	Wednesday	 	Thursday	 	Friday	 	Saturday
	1.	 	Calculation of the Borrower’s Cash Holdings and the Subsidiary’s Cash Holdings for
Subsidiaries that are Guarantors as of the end of the Prior Week:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	a.	 	Aggregate amount of cash of the Borrower and each of its Subsidiaries that is a
Guarantor (the “Guarantors”) in their respective stores as of the end of
the Prior Week.
	 	$	     	 	 	$	     	 	 	$	     	 	 	$	     	 	 	$	     	 	 	$	     	 	 	$	     	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	b.	 	Aggregate amounts of deposits of the Borrower and the Guarantors held in depository
accounts with financial institutions.
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	c.	 	Aggregate dollar amount of checks which are payable to the order of, or endorseable
to the order of, the Borrower and/or the Guarantors, other than checks
which have been deposited into any deposit or other account (i.e., the
aggregate dollar amount of all checks in the Borrower’s and/or the
Guarantor’s stores or in transit with any armored couriers).
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	d.	 	Aggregate amount of cash of the Borrower and the Guarantors in transit with armored
couriers.
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	e.	 	Total Borrower’s Cash Holdings and Subsidiary’s Cash Holdings for Subsidiaries that
are Guarantors as of the end of the Prior Week (sum of a through d above).
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Exhibit C - 1









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Sunday	 	Monday	 	Tuesday	 	Wednesday	 	Thursday	 	Friday	 	Saturday
	2.	 	Less: Aggregate amount owed by the Borrower and its Subsidiaries to Travelers
Express Company, Inc. under the Money Order Agreement dated April 16, 1998, as of
the end of the Prior Week.	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.	 	Less: Aggregate amount of cash of the Borrower and the Guarantors released for
Unencumbered Cash Requirements (not to exceed $2,500,000).	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.	 	Equals: Amount Available for Borrowing, subject to the terms of the Agreement,
before taking into account the outstanding principal amount of all Revolving Credit
Loans and Seasonal Revolving Credit Loans.	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.	 	Less: Aggregate principal amount of a Revolving Credit Loans and Seasonal Revolving
Credit Loans outstanding as of the end of the Prior Week.	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.	 	Equals: Net Amount Available for Borrowing, subject to the terms of the Agreement,
if positive, or amount due, if negative.	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





The undersigned hereby certifies that the above information and computations are true and
correct and not misleading as of the date hereof.




ACE CASH EXPRESS, INC.,

as Borrower




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 	 	 





Exhibit C - 2









 








EXHIBIT H




[FORM OF CASH HOLDING REPORT]




	 	 	 
	To:

	 	Wells Fargo Bank, National Association,
	 

	 	as Administrative Agent
	 

	 	4975 Preston Park Road, Ste. 280
	 

	 	Plano, Texas 75093
	 
	 	 
	 

	 	Attention: [___]






     This Report (“Report”) is delivered
pursuant to that certain First Amended and Restated Credit
Agreement dated as of July 30, 2004, by and among Ace Cash Express, Inc., a Texas corporation
(the “Company”), the lenders from time to time party thereto (the “Lenders”), and Wells Fargo Bank,
National Association, as the administrative agent for the Lenders (in such capacity, the
“Agent”)(as the same may be amended, restated, supplemented or otherwise modified from time to
time, the “Agreement”; all capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Agreement). This Report covers the calendar week ended ____________
, 200___, and is delivered to the Agent pursuant to Section 5.05(d) of the Agreement.



     The Company and/or its Subsidiaries opened the following accounts in the
calendar week ended____________, 200___, and such accounts are or will be used to maintain Cash Holdings or
Subsidiary’s Cash Holdings:



	 	 	 	 	 	 	 
	 	 	 	 	 	 	financial institution
	 	 	 	 	 	 	has previously
	 	 	 	 	legal name of financial institution	 	delivered a Letter
	Account no. 	 	account holder	 	maintaining account	 	Agreement
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 





     
The Company and/or its Subsidiaries entered into contracts with the following armored
couriers in the calendar week ended ____________, 200___, and such armored
couriers are or will
be used to transport Cash Holdings or Subsidiary’s Cash Holdings:



	 	 	 
	 	 	armored courier has previously
	legal name of armored courier	 	delivered a Letter Agreement
	 

	 	 
	 
	 	 
	 
	 	 





Exhibit H




 









 





     The Company and/or its Subsidiaries opened the following stores during the calendar week
ended ______  __, 200___serviced by the indicated bank and courier:



	 	 	 	 	 	 	 
	STORE NUMBER

	 	CITY/STATE
	 	BANK
	 	COURIER
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 





     The Company hereby represents, warrants, and certifies that as of the date hereof the Company
is in compliance with Section 6.20 of the Agreement.



     This
Report is executed on ______  __, 200___, by the duly elected, qualified and acting
[Title] of the Company.



	 	 	 	 	 
	 	ACE CASH EXPRESS, INC.,

as Company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit H





 









 





EXHIBIT I


[FORM OF COMPLIANCE CERTIFICATE]


FINANCIAL COVENANT AND COMPLIANCE CERTIFICATE

FOR CURRENT REPORTING PERIOD BEGINNING ___________, _______ AND

ENDING __________, _______ (“CURRENT PERIOD”)


All capitalized terms used herein, unless otherwise defined herein, shall have the meanings set
forth in that certain First Amended and Restated Credit Agreement, dated as of July 30, 2004, by
and among ACE Cash Express, Inc., Wells Fargo Bank, National Association, as Administrative Agent,
and the other Lenders parties thereto (as amended, restated, modified, or supplemented, the
“Agreement”).




FINANCIAL COVENANTS.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Indicate Compliance

	 	 	 	 	 
	 	 	 	 
	 	1.	 	 	Net Worth. The Borrower shall not any time permit the Net
Worth of the Borrower and its Subsidiaries on a Consolidated
basis to be less than $175,500,000 plus (b) seventy-five percent
(75%) of all Net Income earned after December 31, 2005 during
any fiscal quarter, provided, however that fiscal quarters in
which Net Income is a negative amount will be excluded from the
calculation of Net Income earned after December 31, 2005, plus
(c) an amount equal to the (100%) of all proceeds of any
offering of Equity Interests (net of offering and professional
fees and expenses) by the Borrower or any of its Subsidiaries
occurring after December 31, 2005 that is permitted hereunder.
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 

	 	Yes
	 	No






	 	 	 	 	 	 	 	 	 
	Calculation
	 	 	 	 	 	$175,500,000	 	 
	 
	 	Plus:	 	75% of cumulative Net
Income accruing after December 31, 2005 (excluding the aggregate
amount of any
losses incurred during any calendar quarters occurring after December 31, 2005)
	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Plus:	 	Net proceeds of	 	 	 	 
	 
	 	 	 	equity offerings	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Equals:	 	Minimum Net Worth	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Actual	 	 
	Calculation	 	Total capital stock	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Plus:	 	Paid-in capital	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Plus:	 	Retained Earnings	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Minus:	 	Treasury Stock	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Equals:	 	Net Worth	 	$	 	 
	 
	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	 	2.	 	 	EBITDA. The Borrower shall not at any time permit as of the
end of any fiscal quarter, permit the aggregate EBITDA of the
Borrower and its Subsidiaries on a Consolidated basis for the
four-quarter period ending on the last day of such fiscal
quarter to be less than 85% of the aggregate EBITDA of the
Borrower and its Subsidiaries on a Consolidated basis for the
four-quarter period ending on the last day of the immediately
preceding fiscal quarter.
	 	 	 	 
	 	 	 	 	 

	 	Yes
	 	No






Exhibit 1 — 1




 









 





	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Required	 	 
	 
	 	 	 	 	 	 	 	 
	Calculations
	 	a.	 	Consolidated EBITDA for four consecutive fiscal quarter period ending on immediately preceding Calculation Date*	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	b.	 	Multiplied by	 	0.85	 	 
	 
	 	c.	 	Required EBITDA	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Actual	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Consolidated EBITDA for four previous fiscal

quarter period ending on Calculation

Date**	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	*Calculation of Consolidated
EBITDA for four consecutive
fiscal quarter period ending
on immediately preceding
Calculation Date	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Net Income for such period	 	 	 	 
	 
	 	Plus:	 	Interest Expense for such period	 	$	 	 
	 
	 	Plus:	 	Federal, state and local income taxes for such period	 	$	 	 
	 
	 	Plus:	 	Depreciation, amortization and other non-cash charges for such period (excluding, however, any reserves or non-cash charges relating to, or in
respect of, Payday Loans or any other loan program administered  by the Borrower or its Subsidiaries)	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Minus:	 	Extraordinary gains for such period	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Plus:	 	Extraordinary losses for such period	 	$	 	 
	 
	 	Equals:	 	EBITDA for such period	 	$	 	 
	 
	 	 	 	 	 	 	 	 






Exhibit I-2




 









 





	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	**Calculation of Consolidated EBITDA for
four fiscal quarter period ending on
Calculation Date.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Net Income for such period	$	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Plus:	 	Interest Expense for such period	$	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Plus:	 	Federal, state and local income	 	 	 	 
	 
	 	 	 	taxes for such period	$	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Plus:	 	Depreciation, amortization and	 	 	 	 
	 
	 	 	 	other non-cash charges for such period	 	 	 	 
	 
	 	 	 	(excluding, however, any reserves or	 	 	 	 
	 
	 	 	 	non-cash charges relating to, or in	 	 	 	 
	 
	 	 	 	respect of, Payday Loans or any other	 	 	 	 
	 
	 	 	 	loan program administered  by the	 	 	 	 
	 
	 	 	 	Borrower or its Subsidiaries)	$	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Minus:	 	Extraordinary gains for such period	$	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Plus:	 	Extraordinary gains for such	 	 	 	 
	 
	 	 	 	period	$	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Equals:	 	EBITDA for such period	$	 	 	 
	 
	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	 	3.	 	 	Debt to EBITDA Ratio. At the end of any fiscal quarter,
the Borrower shall not permit the Debt to EBITDA Ratio on a
Consolidated basis to be equal to or more than (i) 2.75 to
1.00 from the Closing Date through and including December 31,
2005 and (ii) 2.50 to 1.00 at any time thereafter.
	 	Yes	 	No






	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Calculation	 	Funded Indebtedness	 	$	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	EBITDA	 	 	 	$	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Funded Indebtedness/EBITDA	 	 	 	 	 	 
	 	 	(Debt to Cash Flow Ratio)	 	= ______________ to 1.00	 	 	 	 






	 	 	 	 	 	 	 	 	 
	 	4.	 	 	Cash Flow Coverage Ratio. The Borrower shall not
permit the Cash Flow Coverage Ratio of the Borrower and
its Subsidiaries on a Consolidated basis to be less than
1.25:1.00 at any time.

	 	Yes
	 	No






	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Calculation:	 	EBITDA: EBITDA for 12 consecutive month	 	 	 	 	 	 
	 	 	period ending on such Calculation Date	$	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 






Exhibit I-3


 









 






	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Minus:	 	Federal, state and local taxes	 	 	 	 	 	 
	 
	 	 	 	actually paid for 12 consecutive month period	 	 	 	 	 	 
	 
	 	 	 	ending on such Calculation Date	 	$	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Minus:	 	total capital expenditures paid in	 	 	 	 	 	 
	 
	 	 	 	cash for 12 consecutive month period ending	 	 	 	 	 	 
	 
	 	 	 	on such Calculation Date	 	$	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Minus:	 	Treasury Stock purchased during 12	 	 	 	 	 	 
	 
	 	 	 	consecutive month period ending on such	 	 	 	 	 	 
	 
	 	 	 	Calculation Date	 	$	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Plus:	 	Rent expense during 12 consecutive	 	 	 	 	 	 
	 
	 	 	 	month period ending on such Calculation Date	 	$	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Equals:	 	Adjusted EBITDA	 	$	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Adjusted Expenditures: cash Interest Expense

paid for 12 consecutive month period ending

on such Calculation Date	 	$	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Plus:	 	Current portion of long term debt	 	$	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Plus:	 	Current portion of Capitalized Lease Obligations	 	$	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Plus:	 	Rent expense	 	$	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Equals:	 	Adjusted Expenditures	 	$	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Adjusted EBITDA/Adjusted Expenditures

(Cash Flow Coverage Ratio)	 	=______________ to 1.00	 	 	 	 






FINANCIAL STATEMENTS AND REPORTS:




	 	 	 	 	 	 	 
	a.
	 	Annual CPA audited FYE consolidated and consolidating
financial statements with Compliance Certificate and SEC Form
10-K on or before 90 days after FYE or such earlier time as
my be required under applicable law
	 	Yes	 	No
	 	 	 

	 	 	 	 
	b.
	 	Quarterly unaudited consolidated and consolidating
financial statements with Compliance Certificate and SEC Form
10-Q within forty-five (45) days of each quarter end (except
for fourth quarter).
	 	Yes	 	No
	 	 	 

	 	 	 	 
	 
	 	 
	 	 	 	 
	The undersigned hereby certifies that the above information
and computations are true and correct and not misleading as
of the date hereof, and that since the date of the Borrower’s
most recent Compliance Certificate (if any):	 	 	 	 






	 	 	 
	 


	 	No Default or Event of Default has
occurred under the Agreement during
the Current Period, or been discovered
from a prior period, and not reported.






Exhibit I — 4




 









 





	 	 	 
	 


	 	A Default or Event of Default (as
described below) has occurred during
the Current Period or has been
discovered from a prior period and
is being reported for the first
time.






	 	 	 
	Description of Default or Event of Default:
	 	 
	 

	 	 





ACE CASH EXPRESS, INC.,

as Borrower




	 	 	 	 	 
	By:
	 	 

	 	 
	 	 	 
	 	 
	Name:
	 	 
	 	 
	 	 	 
	 	 
	Title:
	 	 
	 	 
	 	 	 
	 	 
	Date:
	 	 
	 	 
	 	 	 
	 	 





Exhibit I — 5