Amendment No. 2 to Master Loan Agency Agreement




Exhibit 10.57



AMENDMENT NUMBER 2 TO

MASTER LOAN PARTICIPATION AGREEMENT



     This Amendment Number 2 to Master Loan Participation Agreement (this
“Amendment”) is made as of this 30th day of June, 2001, by and between Goleta
National Bank, a national banking association (“GNB”), and Ace Cash Express,
Inc., a Texas corporation (“Participant”), with regard to the following:



	 	A.	 	GNB and Participant entered into that certain Master Loan
Agency Agreement dated August 11, 1999, as amended by that certain
Amendment Number 1 to Master Loan Agency Agreement dated March 29,
2001 (the “Agency Agreement”), and contemporaneously with, and to
reflect, the execution of this Amendment are amending the Agency
Agreement by that certain Amendment Number 2 to Master Loan Agency
Agreement of even date herewith.
	 
	 	B.	 	GNB and Participant entered into that certain Master Loan
Participation Agreement dated August 11, 1999, as amended by that
certain Amendment Number 1 to Master Loan Participation Agreement
dated March 29, 2001 (the “Participation Agreement”).
	 
	 	C.	 	Section 12 of the Participation Agreement permits GNB and
Participant to amend the Participation Agreement by a writing signed
by them.
	 
	 	D.	 	GNB and Participant wish to implement the decrease in
Participant’s undivided interest in the Bank Loans as of the POS
Compliance Date (i.e., July 1, 2001) described in the Participation
Agreement from * percent (*%) to * percent (*%), but are not readily
able to, and currently prefer not to, modify their respective
software systems for that purpose.
	 
	 	E.	 	GNB and Participant wish to amend the Participation Agreement
to provide for a method, different than stated in the Participation
Agreement, to pay the price for and the earnings on Participant’s
decreased undivided interest in the Bank Loans from and after the
POS Compliance Date.



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements set forth, GNB and Participant hereby agree as follows:



	 	1.	 	Section 2 of the Participation Agreement is hereby amended to
read as follows:



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	 	“2. 	 	The purchase price for the undivided interest in
each Bank Loan made prior to the POS Compliance Date that is
purchased by Participant shall be * percent (*%) of the
principal amount of such Bank Loan. The purchase price for
the undivided interest in each Bank Loan made from and after
the POS Compliance Date that is purchased by Participant shall
be * percent (*%) of the principal amount of such Bank Loan,
paid in accordance with Section 4(b) of this Agreement. In no
event shall Participant acquire any participation in a Bank
Loan related to an overdraft or funding by GNB in excess of
the approved Bank Loan.”
	 





	 	2.	 	Section 4 of the Participation Agreement is hereby amended to
read as follows:





	 	“4.	 	(a) 	 	The purchase price for the undivided interest
in each Bank Loan made prior to the POS Compliance Date that
is purchased by Participant shall be transferred from the
Account to GNB on * and * percent (*%) of any payment of fees,
interest or principal received by GNB each such Bank Loan
shall be transferred to the Account on *; provided however,
that if any instrument representing payment of the fee,
principal or interest on a Bank Loan is later dishonored,
rescinded or revoked, or GNB, for any reason, fails to receive
good funds, then credit to the Account of Participant shall be
transferred to GNB.
	 
	 	 	 	(b) 	 	The purchase price for the undivided
interest in each Bank Loan made from and after the POS
Compliance Date that is purchased by Participant shall
be paid by transfer from the Account to GNB, on *, of an
amount equal to * percent (*%) of the principal amount
of such Bank Loan and by GNB’s establishing an account
payable to Participant equal to * percent (*%) of the
principal amount of such Bank Loan. This account
payable shall be satisfied and paid to Participant, and
earnings on Participant’s participation interest shall
be paid to Participant, by transfer to the Account by
GNB, on *, of an amount equal to * percent (*%) of all
fees, interest or principal received by GNB on each such
Bank Loan, subject to the monthly adjustment described
in Section 4(c) of this Agreement.
	 
	 	 	 	(c) 	 	An adjustment (intended to reflect
Participant’s ownership of a * percent (*%) rather than
a * percent (*%) undivided interest in









	*	 	Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.



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	 	 	 	 	 	each Bank Loan made from and after the POS Compliance
Date) shall be effected for each calendar month (or
partial calendar month), commencing July 2001, by the
wire transfer from Participant to GNB of the
Participation Adjustment Amount on or before *. For
this purpose:





	 	(i)	 	“Participation Adjustment
Amount” shall mean, for each calendar month (or
partial calendar month), the Gross Amount for that
calendar month (or partial calendar month) minus
the Loan Loss for that calendar month (or partial
calendar month).
	 
	 	(ii)	 	“Gross Amount” shall
mean, for each calendar month (or partial calendar
month), an amount equal to * percent (*%) of the
Finance Charge Collections for that calendar month
(or partial calendar month).
	 
	 	(iii)	 	“Finance Charge
Collections” shall mean, for each calendar month
(or partial calendar month), the total finance
charges for all Bank Loans, made from and after
the POS Compliance Date, charged by GNB in that
calendar month (or partial calendar month), as
reported in the GNB Loan Performance Report
prepared as part of the GNB Monthly Loan Analysis
Report.
	 
	 	(iv)	 	“Loan Loss” shall mean,
for each calendar month (or partial calendar
month), the product of the Gross Amount for that
calendar month (or partial calendar month)
multiplied by the Loan Loss Ratio for that
calendar month (or partial calendar month).
	 
	 	(v)	 	“Loan Loss Ratio” shall
mean, (A) for each of July, August, and September
2001 (or any partial time period in any such
calendar month), * percent (*%), and (B) for each
calendar month (or partial calendar month) after
September 2001, a percentage equal to the Bank
Loan Loss for that calendar month (or partial
calendar month) divided by the








	*	 	Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.


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	 	 	 	Finance Charge Collections for that calendar
month (or partial calendar month).
	 
	 	(vi)	 	“Bank Loan Loss” shall
mean, for each calendar month (or partial calendar
month), an amount equal to the result of (A) the
Provision for Loan Losses of Participant, as
reported in the Supplemental Statistical Data of
Participant’s Quarterly Report on Form 10-Q or
Annual Report on Form 10-K (as applicable) filed
with the Securities and Exchange Commission for
the fiscal quarter or the fiscal year (as
applicable) immediately preceding the calendar
quarter most recently ended before the particular
calendar month (so, for example, the Provision for
Loan Losses of Participant reported in
Participant’s Annual Report on Form 10-K for its
fiscal year ended June 30, 2001 will be used for
each of October, November, and December of 2001,
and the Provision for Loan Losses of Participant
reported in Participant’s Quarterly Report on Form
10-Q for its fiscal quarter ended September 30,
2001 will be used for each of January, February,
and March 2002), divided by (B) * percent (*%).





	 	 	 	(d)	 	GNB and Participant acknowledge that
application of the method described in Sections 4(b) and
4(c) of this Agreement may result in some variance from
an exact allocation of earnings and losses on each Bank
Loan made from and after the POS Compliance Date of *
percent (*%) to GNB and * percent (*%) to Participant.
Nevertheless, GNB and Participant agree that such method
(i) is acceptable to and sufficient for them under the
circumstances and (ii) shall supersede any inconsistent
provision in this Agreement or the Agency Agreement
regarding Bank Loans made from and after the POS
Compliance Date.”





	 	3.	 	Except as set forth in this Amendment, all terms herein that
are defined in the Participation Agreement shall have the respective
meanings set forth in the Participation Agreement.








	*	 	Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.


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	 	4.	 	Except as amended hereby, the Participation Agreement is
hereby affirmed in its entirety.
	 
	 	5.	 	This Amendment may be signed in counterparts with the same
effect as if both Parties had signed the same paper; all
counterparts are to be construed together to be one and the same
document.



     IN WITNESS WHEREOF, GNB and Participant have caused this Amendment to be
duly executed by their respective officers as of the day and year first above
written.



	 	GOLETA NATIONAL BANK





	 	By: 	/s/ Llewellyn W. Stone



	 	Name: 	Llewellyn W. Stone
	 	Title: 	Executive Vice President





	 	ACE CASH EXPRESS, INC.




	 	By: 	/s/ Jay B. Shipowitz



	 	Name: 	Jay B. Shipowitz
	 	Title: 	President and Chief Operating Officer




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AMENDMENT NUMBER 2 TO

MASTER LOAN AGENCY AGREEMENT



     This Amendment Number 2 to Master Loan Agency Agreement (this “Amendment”)
is made as of this 30th day of June, 2001, by and between Goleta National Bank,
a national banking association (“GNB”), and Ace Cash Express, Inc., a Texas
corporation (“Ace”), with regard to the following:



	 	A.	 	GNB and Ace entered into that certain Master Loan Agency
Agreement dated August 11, 1999, as amended by that certain
Amendment Number 1 to Master Loan Agency Agreement dated March 29,
2001 (the “Agreement”).
	 
	 	B.	 	Section 11.7 of the Agreement permits GNB and Ace to amend
the Agreement by a writing signed by them.



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements set forth, GNB and Ace hereby agree as follows:



	 	1.	 	Section 2.1 of the Agreement is hereby amended to read as follows:
	 





	 	“2.1 	 	Participation Agreement. Contemporaneous with
this Agreement, the Parties are entering into a Master Loan
Participation Agreement under which GNB agrees to sell to Ace,
and Ace agrees to purchase from GNB, a *% participation in
each of the Bank Loans made by GNB from the Effective Date and
prior to the POS Compliance Date (as defined in Section
3.4(i)), and a *% participation in each of the Bank Loans made
by GNB from and after the POS Compliance Date. That Master
Loan Participation Agreement (as amended by Amendment Number 1
to Master Loan Participation Agreement dated March 29, 2001
and by Amendment Number 2 to Master Loan Participation
Agreement dated June 30, 2001) is Exhibit D to this
Agreement.”





	 	2.	 	Except as set forth in this Amendment, all terms
used herein that are defined in the Agreement shall
have the respective meanings set forth in the
Agreement.
	 
	 	3.	 	Except as amended hereby, the Agreement is
hereby affirmed in its entirety.
	 
	 	4.	 	This Amendment may be signed in counterparts
with the same effect as if both Parties had signed the
same paper; all counterparts are to be construed
together to be one and the same document.



 










     IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly
executed by their respective officers as of the day and year first above
written.




	 	GOLETA NATIONAL BANK





	 	By: 	/s/ Llewellyn W. Stone



	 	Name: 	Llewellyn W. Stone
	 	Title: 	Executive Vice President





	 	ACE CASH EXPRESS, INC.




	 	By: 	/s/ Jay B. Shipowitz



	 	Name: 	Jay B. Shipowitz
	 	Title: 	President and Chief Operating Officer




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