1ST Amendment To Credit Agreement Dated 12/16/98

FIRST AMENDMENT TO CREDIT AGREEMENT


THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and entered into effective as of the 16th day of December, 1998. Reference is made to the Credit Agreement, dated as of July 31, 1998 (as amended, supplemented or otherwise modified and in effect on the date hereof, the "Credit Agreement") by and among ACE CASH EXPRESS, INC., a Texas corporation (the "Borrower"), the lenders party hereto (collectively, together with all successors and assigns, the "Lenders") and WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, a national banking association, as Agent (the "Agent").


PRELIMINARY STATEMENTS


A. Pursuant to Section 9.07 of the Credit Agreement, the Borrower has requested that the Lenders extend (x) the Revolving Credit Termination Date and the Scheduled Advance Term Loan Termination Date to a date that is three hundred sixty-four (364) days after the Amex Termination Date and (y) the Final Maturity Date to a date that is five (5) years after the Amex Termination Date.


B. The Borrower has also requested that the Revolving Credit Commitment be increased from ninety million dollars ($90,000,000) to one hundred ten million dollars ($110,000,000) and that the Swingline Loan facility be increased from fifteen million dollars ($15,000,000) to twenty million dollars ($20,000,000) in order to accommodate recent acquisitions and the acceleration of new store openings.


C. In connection with the increase in the aggregate amount of the Commitments, the Lenders have requested that the allocations of the Advance Term Loan Commitments and the Revolving Credit Commitments be changed as hereinafter set forth.


D. The Borrower and Lenders desire to amend the Credit Agreement 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. AMENDMENTS


SECTION 2.01 Amendment to Section 1.01 - Certain Defined Terms. Effective as of the date hereof, Section 1.01 of the Credit Agreement is hereby amended by amending and restating the following definitions:


"`Final Maturity Date' shall mean the fifth (5th) anniversary of the Amex Termination Date."


"`Interest Payment Date' shall mean (a) with respect to any Alternate Base Loan, (i) the last Business Day of each month commencing on the month following the first Credit Event and (ii) (x) with respect to any Advance Term Loan that is an Alternate Base Loan, the Final Maturity Date and (y) with respect to any Revolving Credit Loan that is an Alternate Base Loan, the Revolving Credit Termination Date, (b) with respect to any Eurodollar Loan, (i) the last day of the Interest Period applicable thereto, and, in addition, in respect of any Eurodollar Loan of more than three (3) months' duration, each earlier day which is three (3) months after the first day of such Interest Period and (ii) the Final Maturity Date, and (c) with respect to any Reference Rate Loan, (i) the last Business Day of each month commencing on the month following the first Credit Event, and (ii) the Revolving Credit Termination Date."


"`Revolving Credit Termination Date' shall mean the earlier to occur of (a) three hundred sixty-four (364) days after the Amex Termination Date and (b) such date as the Revolving Credit Loans shall otherwise be payable in full and the Revolving Credit Commitment shall terminate, expire or be canceled in accordance with the terms of this Agreement."


"`Scheduled Advance Term Loan Termination Date' shall mean the day which is three hundred sixty-four (364) days after the Amex Termination Date."


SECTION 2.02 Amendment to Section 2.17 - Swingline Loans. Effective as of the date hereof, Section 2.17 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


"SECTION 2.17. Swingline Loans. Notwithstanding any other provision of this Agreement, WFB may make Swingline Loans to the Borrower, at WFB's sole discretion, from the Amex Termination Date to the Revolving Credit Termination Date, in an aggregate principal amount at any time outstanding not to exceed twenty million dollars ($20,000,000). In addition to the other terms and conditions of this Agreement, such Swingline Loans shall be subject to the following conditions: (i) each Swingline Loan made by WFB shall be evidenced by a single Swingline Note prepared by the Borrower, duly executed on behalf of the Borrower, dated the date of the proposed borrowing, substantially in the form of Exhibit L hereto, delivered by the Borrower and payable to WFB in a principal amount equal to the Swingline Loan made on such date; (ii) subject to the provisions of Section 2.08 and Section 9.08 hereof, each Swingline Loan shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin then in effect; (iii) any Swingline Loans made to the Borrower must be repaid in full to WFB within ten (10) days after the date such Swingline Loan is made; (iv) any Swingline Loans will be subject to the Borrowing Base and shall not be made if such Swingline Loan would cause the unp ...