Amendment To The Asset Purchase Agreement

Exhibit 10.1 SECOND AMENDMENT To ASSET PURCHASE AGREEMENT This SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this " Amendment" ), dated as of November 22, 2005 (the " Amendment Date" ), is entered into among ACE CASH EXPRESS, INC., a Texas corporation (" Purchaser" ), POPULAR CASH EXPRESS, INC., a Delaware corporation (" PCE" ), POPULAR CASH EXPRESS - CALIFORNIA, INC., a California corporation (" PCEC" ; PCE and PCEC are collectively referred to herein as " Seller" ), and POPULAR NORTH AMERICA, INC., a Delaware corporation (" Shareholder" ). Purchaser, Seller and Shareholder are collectively referred to herein as the " Parties ." RECITALS WHEREAS, the Parties (i) previously entered into that certain Asset Purchase Agreement, dated as of September 21, 2005 (as amended, the " Agreement" ) and (ii) wish to make certain amendments to the Agreement as herein provided; NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and the Agreement, the parties hereto agree as follows: SECTION 1. Definitions . All capitalized terms used but not defined herein are used as defined in the Agreement. SECTION 2. Amendments to the Agreement . Effective as of the Amendment Date, the Agreement is hereby amended as follows: 2.1. Section 1.1(c) of the Agreement is hereby amended and restated in its entirety as follows:(c) As full consideration for the Assets and for the noncompetition and nonsolicitation agreements of Seller and Shareholder set forth in this Agreement (the " Noncompetition Agreements" ), Purchaser shall pay Seller the following amounts (collectively, the " Purchase Price" ) at each Closing (as hereinafter defined) for a Location as follows. The aggregate Purchase Price for the acquisition of all Locations shall be $33,632,655 of which up to $14,232,655 of such amount shall be in the form of cash (the " Cash Amount" ) and $19,400,000 of such amount shall be in the form of Convertible Notes (as hereinafter defined) (the " Convertible Note Amount" ), subject in each case to adjustment as set forth below:(i) On the first Closing Date (the " First Closing Date" ), for the Locations acquired on such First Closing Date (together with Locations acquired on any subsequent Closing Date, the " Acquired Locations" ), an amount in cash equal to the sum of the amounts


attributable to such Acquired Locations on the Phased Closing Schedule (as hereinafter defined);(ii) On the second Closing Date (the " Second Closing Date" ), for the Locations acquired on such Second Closing Date: (A) an amount in cash equal to the sum of the amounts attributable to such Acquired Locations on the Phased Closing Schedule (provided that the aggregate amount of cash paid at the First Closing Date and the Second Closing Date shall not exceed $10,000,000), and (B) to the extent that the cash paid in clause (A) is insufficient to pay the amount owed for the Locations acquired on the Second Closing Date, a promissory note (a " Convertible Note" ) with a face amount equal to such excess amount. Such Convertible Note will provide for an interest rate, right to convert into common stock of Purchaser (the " Common Stock" ) and certain other terms and conditions more particularly described on Exhibit C attached hereto and made a part hereof, subject to any revisions requested by the Lenders under the ACE Credit Agreement (as hereinafter defined);(iii) Subject to Section 1.9 , on each Closing Date occurring after the Second Closing Date: (A) a Convertible Note with a face amount equal to the sum of the amounts attributable to such Acquired Locations on the Phased Closing Schedule (provided that the aggregate face amount of the Convertible Notes issued at the Second Closing Date and all subsequent Closing Dates shall not exceed $19,400,000 (subject to adjustment as set forth in Section 1.1(c)(iv) below), and (B) to the extent that the face amount of the Convertible Note issued as provided in clause (A) is insufficient to pay the amount owed for the Locations acquired on such Closing Date, an amount in cash equal to such excess amount;(iv) Notwithstanding anything to the contrary in this Section 1.1(c) , in the event that, at the First Closing Date, the Convertible Note Ownership Percentage (as defined below) is equal to or greater than five percent (5%), then the Cash Amount portion of the Purchase Price shall be increased, and the Convertible Note Amount portion of the Purchase Price shall be decreased, on a dollar for dollar basis, such that the Convertible Note Ownership Percentage at the First Closing Date is less than five percent (5%). " Convertible Note Ownership Percentage" means the (A) the number of shares (the " Issuable Shares" ) of common stock of Purchaser which Seller would have the right to acquire upon conversion of Convertible Notes, assuming that $19,400,000 of Convertible Notes were issued at the First Closing Date, divided by (B) (1) the number of outstanding shares of the common stock

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of Purchaser at the First Closing Date, plus (2) the number of Issuable Shares; and(v) At the Closing for the Locations set forth in Section 1(c) of the Phased Closing Schedule, the cash portion of the Purchaser Price to be paid by Purchaser shall be reduced by an amount equal to the difference between the Purchase Price actually paid for the Locations acquired on the First Closing Date and the Second Closing Date, as reflected on the original Phased Closing Schedule attached to the Agreement, and the Purchase Price for such Locations as reflected on the Phased Closing Schedule attached to this Amendment." 2.2. Schedule 1 is hereby amended and restated in its entirety as the Schedule 1 attached to the Amendment. Schedule 1.4 of the Agreement is hereby amended and restated in its entirety as the Schedule 1.4 attached to the Amendment. 2.3. Section 1.5 of the Agreement is hereby amended and restated in its entirety as follows:1.5 Pha ...