EX-10.3 4th Amendment to Credit Agreement

Exhibit 10.3

FOURTH AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT

     THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into effective as of April 30, 2002 (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”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, formerly known as FIRST UNION NATIONAL BANK, (“Wachovia”), 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 (Wachovia 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, 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, and as further amended by that certain Third Amendment to Amended and Restated Credit Agreement, by and among the Borrower, the Lenders and the Agents, dated as of December 31, 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.

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

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     SECTION 2.02 Amendment to Section 1.01; Addition of Certain Defined Terms. Effective as of the date hereof, the following definitions shall be added to Section 1.01 of the Credit Agreement in alphabetical order:

     SECTION 2.03 Amendment to Section 1.01; Deletion of Certain Defined Terms. Effective as of the Effective Date, the definitions of “Seasonal Revolving Credit Commitment”, “Seasonal Revolving Credit Lender”, “Seasonal Revolving Credit Loan”, “Seasonal Revolving Credit Note”, “Seasonal Revolving Credit Termination Date” and “Total Seasonal Revolving Credit Commitment” contained in Section 1.01 of the Credit Agreement are hereby deleted in their entirety.

     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:

     SECTION 2.05 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:

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     SECTION 2.06 Amendment to Section 2.03. Effective as of the Effective Date, Section 2.03 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

     SECTION 2.07 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:

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     SECTION 2.08 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:

     SECTION 2.09 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:

     SECTION 2.10 Amendment to Section 2.05. Effective as of the Effective Date, Section 2.05 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

     “SECTION 2.05. Interest on Loans.

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     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:

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     SECTION 2.12 Amendment to Section 2.07. Effective as of the Effective Date, Section 2.07 of the Credit Agreement, together with the heading thereto, is hereby amended and restated in its entirety to read as follows:

     SECTION 2.13 Amendment to Section 2.08(a). Effective as of the Effective Date, Section 2.08(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

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     SECTION 2.14 Amendment to Section 2.09(a). 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:

     SECTION 2.15 Amendment to Section 2.09(b). 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:

     SECTION 2.16 Amendment to Section 2.09(e). 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:

     SECTION 2.17 Addition of Section 5.18. Effective as of the Effective Date, a new Section 5.18 is hereby added to the Credit Agreement which shall read as follows:

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     SECTION 2.18 Amendment to Section 6.19. Effective as of the Effective Date, Section 6.19 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

     SECTION 2.19 Addition of Section 6.20. Effective as of the Effective Date, a new Section 6.20 is hereby added to the Credit Agreement which shall read as follows:

     SECTION 2.20 Amendment of Exhibit I, Schedule 2.01(a) and Schedule 6.19. Effective as of the Effective Date, (i) Exhibit I and Schedule 2.01(a) to the Credit Agreement are hereby replaced with the forms of Exhibit I and Schedule 2.01(a) attached hereto and (ii) Schedule 6.19 to the Credit Agreement is hereby replaced with Schedules 6.19(a) and 6.19(b) attached hereto.

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     SECTION 2.21 Miscellaneous Deletions. Effective as of the Effective Date, (i) Section 2.01(e) of the Credit Agreement is hereby deleted in its entirety and (ii) Exhibit K and Schedule 2.01(c) to the Credit Agreement are hereby deleted in their entirety.

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:

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ARTICLE IV. COVENANTS

     SECTION 4.01 Borrower hereby agrees to pay to each Lender a nonrefundable commitment fee in consideration of the Loans and other credit accommodations provided herein, the receipt and adequacy of which are hereby acknowledged, in an amount equal to 1.00% of each Lender’s combined Revolving Credit Commitment and Term Loan Commitment (as of the date of this Amendment), such commitment fee to be payable in three installments on (i) April 30, 2002 in the amount of $524,250, (ii) July 1, 2002 in the amount of $500,000 and (iii) October 1, 2002 in the amount of $1,024,250. Notwithstanding the foregoing, Borrower shall not be required to pay the portion of the commitment fee otherwise due on October 1, 2002 if, on or before September 1, 2002, Borrower shall have (i) received not less than $50,000,000 of senior and/or subordinated debt financing from one or more financial institutions and/or institutional investors on terms reasonably satisfactory to Agent and Lenders, and (ii) applied the proceeds of such financing in permanent reduction of the Term Loan Commitment or the Revolving Credit Commitment (together with a commensurate amount of the loans outstanding under such facility).

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.

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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 (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

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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.

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EXHIBIT A

AMENDED AND RESTATED TERM NOTE

     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 9, 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 Wachovia Bank, National Association, a national banking association (f/k/a First Union National Bank), and JPMorgan Chase Bank, a New York state banking corporation (f/k/a The Chase Manhattan Bank), 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 principal sum of                      DOLLARS ($                     ).

     The Borrower promises to pay interest on the unpaid principal amount of the Term Loan from the date of such Term 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.

     All payments made on account of principal of each Term Loan, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Amended and Restated Term 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 Term Loans in accordance with the terms of this Note.

     This Note is one of the Term 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, 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.

AMENDED AND RESTATED TERM NOTE

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     The Note amends, modifies and restates, but does not extinguish or constitute a novation of, the indebtedness evidenced by that certain Term Note, dated                , in the principal amount of $                    , executed by the Borrower and payable to the Lender, which Term Note was given as a modification and replacement, but not in extinguishment or novation of, the indebtedness evidenced by that certain Amended and Restated Reducing Revolver Note, dated                     , in the principal amount of $                    , executed by the Borrower and payable to the order of the Lender. All rights, titles, liens and security interests securing the prior notes are preserved, maintained and carried forward to secure this Note.

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

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LOANS, MATURITIES
AND PAYMENTS OF PRINCIPAL AND INTEREST

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EXHIBIT I

BORROWING NOTICE

                    , 200     

Wells Fargo Bank Texas, National Association, as Agent
4975 Preston Park Boulevard,
Suite 280
Plano, Texas 75093

     Attention: Loan Administration

Ladies and Gentlemen:

     The undersigned, ACE Cash Express, Inc., a Texas corporation (the “Borrower”), refers to the Credit Agreement, dated as of November 9, 2000 (as amended from time to time in accordance with its terms, the “Credit Agreement”; capitalized terms defined therein and not defined herein being used herein as therein defined), among the undersigned, certain Lenders parties thereto, and Wells Fargo Bank Texas, National Association, a national banking association, as Agent for such Lenders, and hereby gives you notice, irrevocably pursuant to Section 2.03 of the Credit Agreement, that the undersigned hereby requests a borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such a borrowing (the “Proposed Borrowing”) as required by Section 2.03 of the Credit Agreement:

     The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:

     (a)  the representations and warranties contained in Article III of the Credit Agreement are true and correct in all material respects on and as of the date of the Proposed Borrowing, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date;

     (b)  no event has occurred and is continuing, or would result from the Proposed Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Default;

     (c)  after giving effect to the Proposed Borrowing and all other borrowings which have been requested on or prior to the date of the Proposed Borrowing but which have not been made prior to such date, the aggregate principal amount of Revolving Credit Loans will not exceed the aggregate of the Revolving Credit Commitment; and

     (d)  the proceeds of such Proposed Borrowing will be used only to fund Borrower’s working capital requirements in the ordinary course of its business.

     Attached hereto are calculations demonstrating the Borrower’s compliance with the aforementioned financial covenants.

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SCHEDULE 2.01(a)

TERM LOAN COMMITMENTS

SCHEDULE 6.19(a)

SCHEDULE 6.19(b)