2nd Amendment dated as of December 15, 2004

EXHIBIT 10.2

SECOND AMENDMENT
Dated as of December 15, 2004

LOAN AND SERVICING AGREEMENT
Dated as of December 18, 2002

     This SECOND AMENDMENT (this “Amendment”), dated as of December 15, 2004 is entered into among ACE FUNDING LLC, a Delaware limited liability company (the “Borrower”), ACE CASH EXPRESS, INC., a Texas corporation, individually (“ACE”) and as Check-Casher (in such capacity, the “Check-Casher”), AUTOBAHN FUNDING COMPANY LLC, a Delaware limited liability company (the “Lender”), DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN (“DZ Bank”), as administrative agent for Lender (in such capacity, the “Administrative Agent”) and as liquidity agent for Liquidity Providers (in such capacity, the “Liquidity Agent”), and U.S. BANK NATIONAL ASSOCIATION, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).

RECITALS

     WHEREAS, the parties hereto have entered into a certain Loan and Servicing Agreement, dated as of December 18, 2002, as amended by that certain First Amendment, dated as of December 22, 2003 (and as further amended, supplemented or otherwise modified from time to time, the “Loan and Servicing Agreement”);

     WHEREAS, the parties hereto wish to make certain amendments to the Loan and Servicing Agreement as herein provided;

     NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and the Loan and Servicing Agreement, the parties hereto agree as follows:

     SECTION 1. Definitions. All capitalized terms used but not defined herein are used as defined in the Loan and Servicing Agreement.

     SECTION 2. Amendments to Loan and Servicing Agreement. Effective as of the date that the conditions set forth in Section 3 hereof are satisfied, the Loan and Servicing Agreement is hereby amended as follows:

              2.1. The first paragraph of Section 1.04 of the Loan and Servicing Agreement is hereby amended and restated in its entirety as follows:

The Borrower covenants and agrees to use all proceeds of the Loans solely to provide Cash to the SSMs for use by the Check-Casher in cashing Checks in the SSMs. The Check-Casher hereby covenants and agrees that the Borrower shall be the sole and exclusive source of cash for the SSMs, and until the Final Payout Date hereunder it will not permit cash from any other cash provider to be placed in the SSMs. No self-service check machine

included as an SSM hereunder during any Usage Period shall be removed as an SSM hereunder without the prior written consent of the Administrative Agent. Prior to the initial Usage Period, Borrower will provide Administrative Agent a Schedule of the SSMs for such Usage Period to be attached hereto as Schedule II consisting of not less than 125 SSMs, indicating the locations thereof. Such locations shall be deemed acceptable unless Administrative Agent objects to any specific location within ten (10) Business Days of receipt of the proposed Schedule of SSMs. SSMs will not be relocated during a Usage Period. If for any reason Borrower cannot satisfy all the requirements of this Agreement as to a particular SSM, Borrower shall have the right to seek an alternative source of Cash for such SSM, provided the total number of SSM’s subject hereto shall not be less than 125 during such Usage Period. Prior to the commencement of any subsequent Usage Period, Borrower will provide Administrative Agent a Schedule of the SSMs for such Usage Period to be attached as a replacement Schedule II, consisting of not less than 125 SSMs, indicating the locations thereof, with any change in such Schedule from the prior Usage Period subject to approval by the Administrative Agent. The Borrower covenants and agrees at all times to ensure that Schedule III contains a complete and accurate listing of the Excluded SSMs which will not be funded by the Borrower with Cash (any update to which shall be delivered to the Administrative Agent). ACE is expressly authorized to seek alternative sources of cash for the Excluded SSMs. The Check-Casher hereby appoints the Borrower as its cash provider for all SSMs, and the Borrower hereby accepts such appointment. At no time shall any funds from other cash providers (which, for the avoidance of doubt, shall not include funds received in respect of Checks) be placed in any SSM or the Trust Collection Account, any Vault Collection Account, any account created pursuant to Section 3.01 or any other account created in connection with this Agreement. As compensation to the Borrower for the provision of cash inventory hereunder, the Check-Casher shall pay to the Borrower the Cash Inventory Provision Fee as provided herein.

2.2. Section 5.01(x) and Exhibit 5.01(x) of the Loan and Servicing Agreement are hereby deleted in their entirety.

2.3. Section 8.02(c) of the Loan and Servicing Agreement is hereby amended and restated in its entirety as follows:

(c) Drawings on Letter of Credit. If the Liquidity Agent determines (A) that any amount payable by the Check-Casher or ACE (but excluding amounts payable by Borrower) hereunder (including any indemnity payment) has not been paid when due or

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the Borrower has suffered any loss related to the failure of the Check-Casher to perform any of its obligations hereunder, (B) the Borrower has suffered any loss of a nature that the Liquidity Agent has determined in its reasonable discretion would otherwise have been covered by an errors and omissions policy, or (C) the Borrower has not paid in full all amounts due and owing pursuant to this Agreement on or prior to the second Business Day prior to the then-current expiration date of the Letter of Credit, as such expiration date may be extended from time to time, the Liquidity Agent may in its discretion (but shall not be obligated to) deliver notice thereof to the Collateral Agent, which notice shall specify the aggregate unpaid amount then due and payable by the Check-Casher or ACE, the amount of such loss and/or the then-current expiration date of the Letter of Credit; provided, however, that, in respect to Clause (C) above only, if the amount on deposit in the Reserve Account is greater than the sum of all amounts due and owing by Borrower pursuant to this Agreement, then the Liquidity Agent shall not instruct the Collateral Agent to, and the Collateral Agent shall not, make a drawing on the Letter of Credit pursuant to such Clause (C). Following receipt of such notice, the Collateral Agent shall make a drawing on the Letter of Credit for the amount specified and apply the amounts received as directed by the Liquidity Agent (or, in the case of Clause (C) above, deposit such amounts into the account specified by the Liquidity Agent for application to amounts described in Clauses (A) and (B) above as they may arise).

2.4. The definition of “Intercreditor Agreement” in Appendix A to the Loan and Servicing Agreement is hereby deleted in its entirety.

2.5. Schedules I, II and III to the Loan and Servicing Agreement are hereby replaced with Schedules I, II and III hereto.

         SECTION 3. Conditions Precedent. This Amendment shall become effective on the date when:

     3.1. the Administrative Agent shall have received an original counterpart (or counterparts) of this Amendment, executed and delivered by each of the parties hereto, or other evidence satisfactory to the Administrative Agent of the execution and delivery of this Amendment by such parties;

     3.2. the Collateral Agent shall have received either a fully-executed copy of the Letter of Credit or a copy of an errors and omissions policy;

     3.3. the Administrative Agent shall have received proof of insurance reasonably acceptable to the Administrative Agent covering any theft, destruction, or

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other loss of Cash while such Cash is located in an SSM naming the Collateral Agent as loss payee;

     3.4. the Administrative Agent shall have received a pro forma Borrowing Base Report and a pro forma Servicing Report, prepared in respect of the proposed initial Borrowing for the 2005 Usage Period;

     3.5. the Administrative Agent shall have received good standing certificate for Borrower issued by the Secretary of State of Delaware and a good standing certificate for the Check-Casher issued by the Secretary of State of Texas;

     3.6. the Administrative Agent shall have received UCC search reports for the Borrower and the Check-Casher;

     3.7. the Administrative Agent shall have received letters from the rating agencies then rating the Commercial Paper Notes confirming that the existing ratings of the Commercial Paper Notes will remain in effect after giving effect to this Amendment and otherwise affirming the existing ratings of the Commercial Paper Notes;

     3.8. the Liquidity Provider shall have extended its liquidity funding commitment pursuant to Section 2.10(a) of the Liquidity Agreement to May 31, 2005; and

     3.9. the Administrative Agent shall have confirmed receipt in immediately available funds of the Annual Commitment Fee and all other amounts payable under the Fee Letter on or prior to the date of the initial Borrowing for the 2005 Usage Period.

           SECTION 4. Miscellaneous.

     4.1. Reaffirmation of Covenants, Representations and Warranties. Upon the effectiveness of this Amendment, each of the Borrower, the Check-Casher and ACE hereby reaffirms all covenants, representations and warranties made in the Loan and Servicing Agreement to the extent the same are not amended or waived hereby and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.

     4.2. Representations and Warranties. Each of the Borrower, the Check-Casher and ACE hereby represents and warrants that (i) there have been no material changes to any Approved Courier Agreement, any Approved Vault Bank Agreement, any SSM Acknowledgment, any Agent Bank Acknowledgment, any Approved Tax Provider Acknowledgment, any agreements with Approved Tax Providers, any agreements with the Approved Bank or any other agreement relating to the SSMs or the transportation of Cash or Checks (including any agreements referred to in Section 5.01(l), (n), (p), (q) or (w) of the Loan and Servicing Agreement) or the parties thereto since the prior Usage Period, or any such changes have been otherwise consented to by the Liquidity Agent; (ii) this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms; (iii) upon the effectiveness of this Amendment, no Termination Event or Event of Default shall exist; and (iv) the current

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form of Approved Cashier’s Check and Approved RAL Agreement have been delivered to the Administrative Agent.

     4.3. References to Loan and Servicing Agreement. Upon the effectiveness of this Amendment, each reference in the Loan and Servicing Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Loan and Servicing Agreement as amended hereby, and each reference to the Loan and Servicing Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Loan and Servicing Agreement shall mean and be a reference to the Loan and Servicing Agreement as amended hereby.

     4.4. Effect on Loan and Servicing Agreement. Except as specifically amended above, the Loan and Servicing Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

     4.5. No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Lender, the Collateral Agent or Administrative Agent under the Loan and Servicing Agreement or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, except as specifically set forth herein.

     4.6. Governing Law. This Amendment, including the rights and duties of the parties hereto, shall be governed by, and construed in accordance with, the internal laws of the State of New York.

     4.7. Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

     4.8. Headings. The Section headings in this Amendment are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Amendment or any provision hereof.

     4.9. Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.

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     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

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SCHEDULE I

Ace Funding, LLC.
Deposit Accounts 2005
Schedule I

Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment submitted to the Securities and Exchange Commission. Omissions are designated as ****. A complete version of this document has been filed separately with the Securities and Exchange Commission.

SCHEDULE II

Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment submitted to the Securities and Exchange Commission. Omissions are designated as ****. A complete version of this document has been filed separately with the Securities and Exchange Commission.

Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment submitted to the Securities and Exchange Commission. Omissions are designated as ****. A complete version of this document has been filed separately with the Securities and Exchange Commission.

Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment submitted to the Securities and Exchange Commission. Omissions are designated as ****. A complete version of this document has been filed separately with the Securities and Exchange Commission.

Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment submitted to the Securities and Exchange Commission. Omissions are designated as ****. A complete version of this document has been filed separately with the Securities and Exchange Commission.

SCHEDULE III

     None.