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 (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
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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.
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IN WITNESS WHEREOF, this Amendment has been executed as of the date first
above written.
BORROWER:
ACE CASH EXPRESS, INC.
By:
/s/ JOE W. CONNER
Name:
Joe W. Conner
Title:
Senior Vice President &
Chief Financial Officer
AGENT:
WELLS FARGO BANK
TEXAS, NATIONAL
ASSOCIATION
By:
/s/ MICHAEL B. SULLIVAN
Name:
Michael B. Sullivan
Title:
Senior Vice President
SYNDICATION AGENT:
BANK OF AMERICA, N.A.
By:
/s/
PATRICK HONEY
Name:
Patrick Honey
Title:
Vice President
MANAGING
AGENTS:
JPMORGAN CHASE BANK
(f/k/a THE CHASE MANHATTAN BANK)
By:
/s/ D. SCOTT HARVEY
Name:
D. Scott Harvey
Title:
Senior Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION
(f/k/a FIRST UNION NATIONAL BANK)
By:
/s/ LAURA B. SMITH
Name:
Laura B. Smith
Title:
Vice President
LENDERS:
WELLS FARGO BANK TEXAS, NATIONAL
ASSOCIATION
By:
/s/ MICHAEL B. SULLIVAN
Name:
Michael B. Sullivan
Title:
Senior Vice President
BANK OF AMERICA,