exv10w2



 







Exhibit 10.2




AMENDMENT No. 3

TO

MONEY ORDER AGREEMENT




	 	 	 	 	 
	DATE:

	 	February 28, 2006
	 
	 	 
	PARTIES:

	 	MoneyGram Payment Systems, Inc., as successor in interest to

Travelers Express Company, Inc.
(“Company”)
	 
	 	 
	 

	 	and
	 
	 	 
	 

	 	Ace Cash Express, Inc.

(“Ace”)
	 
	 	 
	RECITALS:
	 	 
	 
	 	 
	     A.

	 	Company and Ace are parties to that certain Money Order Agreement dated April
16, 1998 (together with all Exhibits and amendments thereto, the “Agreement”).
	 
	 	 
	     B.

	 	The Parties desire to amend the Agreement to account for certain
modifications to the Ace Financing-related Documents.
	 
	 	 
	AGREEMENT:
	 	 







          In consideration of the following terms and conditions, the Parties agree to amend the
Agreement as follows:



	 	 	 
	I.

	 	Section 2 — Appointment and Relationship.
	 
	 	 
	 

	 	Section 2.b. Effective as of the date of this Amendment No. 3, the last sentence of Section
2.b (as added by the Amendment No. 2 to Money Order Agreement dated October 29, 2003) shall
be deleted and replaced by the following sentence:
	 
	 	 
	 

	 	In this Agreement, “Ace Financing-related Documents” shall mean the First Amended and
Restated Intercreditor Agreement among Company, Ace and others dated as of July 30, 2004
(as amended from time to time, the “Intercreditor Agreement”), and the “Bank Agreement” and
the “Bank Security Agreement”, as those terms are defined in the Intercreditor Agreement.
	 
	 	 
	II.

	 	Section 25B — Reports; Unencumbered Cash Requirements.






 









 






	 	 	 
	 

	 	Effective as of the date of this Amendment No. 3, the following Section is added to the
Agreement after Section 25A:

25B. REPORTS; UNENCUMBERED CASH REQUIREMENTS. Ace shall deliver to Company copies of all
certificates and reports that Ace is required under the terms of the Bank Agreement to
deliver to the “Administrative Agent” (as defined in the Bank Agreement), including but not
limited to all “Borrowing Base Reports”, “Cash Holding Reports” and “Compliance
Certificates” (as those terms are defined in the Bank Agreement), as and when delivered to
such Administrative Agent. Company hereby releases any “Liens” (as defined in the Bank
Agreement) for the benefit of Company in “Cash Holdings” (as defined in the Bank Agreement)
not to exceed $2,500,000 in aggregate amount in order to satisfy any “Unencumbered Cash
Requirements” ( as defined in the Bank Agreement).
	 
	 	 
	III.

	 	Interpretation of Amendment.
	 
	 	 
	 

	 	In the event of any conflict between the Agreement and this Amendment No. 3, the terms of
this Amendment No. 3 shall control. Except as expressly amended, supplemented or modified
by this Amendment No. 3, the Agreement as heretofore in effect shall continue in full force
and effect. All capitalized terms used in this Amendment No. 3, unless specifically
defined herein, shall have the respective meanings ascribed to them in the Agreement. The
provisions of Section 24 of the Agreement shall also apply to this Amendment No. 3.
	 
	 	 
	IV.

	 	Binding Effect.
	 
	 	 
	 

	 	This Amendment No. 3 shall bind and inure to the benefit of the Parties and their
respective successors and assigns permitted by Section 23 of the Agreement.






     IN WITNESS WHEREOF, the Parties have executed this Amendment No. 3 to be effective as of the
“Date” first set forth above.



	 	 	 	 	 	 	 	 	 
	ACE CASH EXPRESS, INC.
	 	MONEYGRAM PAYMENT	 	 

	 
	 	 	 	SYSTEMS, INC., as successor in

interest to Travelers Express

Company, Inc.	 	 

	 

	 	 	 	 	 	 
	By:

	 	/s/ WALTER E. EVANS
	 	By:
	 	/s/ THEODORE CEGLIA
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	 
	Print Name: Walter E. Evans
	 	Print Name: Theodore Ceglia	 	 

	 

	 	 	 	 	 	 
	Title:

	 	Senior Vice President and General Counsel	 	Title: VP and Treasurer	 	 

	 

	 	 	 	 	 	 
	Date:

	 	February 28, 2006
	 	Date:
	 	February 28, 2006







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