2ND Amend. To Amended/Restated Collateral Trust

SECOND AMENDMENT TO
AMENDED AND RESTATED COLLATERAL TRUST AGREEMENT


This SECOND AMENDMENT TO AMENDED AND RESTATED COLLATERAL TRUST AGREEMENT (this "Amendment") dated as of December ___, 2001, is by and among ACE CASH EXPRESS, INC., a Texas corporation (the "Debtor"), WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION (f/k/a WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION), a national banking association ("WFB"), as Agent (WFB in such capacity, the "Agent") for the lenders from time to time a party to the Credit Agreement (as hereinafter defined), TRAVELERS EXPRESS COMPANY, INC., a Minnesota corporation ("Travelers"), PRINCIPAL LIFE INSURANCE COMPANY, an Iowa corporation ("Principal"), WILMINGTON TRUST COMPANY, a Delaware banking corporation (the "Trustee"), and such other beneficiaries who may become a party to this Agreement from time to time.


RECITALS


A. WHEREAS, pursuant to that certain Credit Agreement, dated as of July 31, 1998, as amended by that certain First Amendment to Credit Agreement, dated as of December 16, 1998, as further amended by that certain Second Amendment to Credit Agreement effective as of December 15, 1999 (the "Prior Credit Agreement"), by and among Debtor, Agent and the other lenders party thereto, such lenders provided Debtor with a $165,000,000 credit facility pursuant to which such lenders made to Borrower: (i) Advance Term Loan Commitments (as defined in the Prior Credit Agreement) in the maximum aggregate principal amount of $35,000,000 and (ii) Revolving Credit Commitments (as defined in the Prior Credit Agreement) in the maximum aggregate principal amount of $130,000,000 (including the ability to issue Letters of Credit (as defined in the Prior Credit Agreement) in an aggregate amount not to exceed $1,500,000 and to make Swingline Loans (as defined in the Prior Credit Agreement) in an aggregate amount not to exceed $25,000,000);


B. WHEREAS, pursuant to the Prior Credit Agreement, the Debtor, the Agent, Travelers, Principal and the Trustee entered into that certain Amended and Restated Collateral Trust Agreement dated as of July 31, 1998 (the "Collateral Trust Agreement");


C. WHEREAS, pursuant to that certain Amended and Restated Credit Agreement dated as of November 9, 2000 (as amended from time to time, the "Existing Credit Agreement") among the Debtor, the Agent and the lenders party thereto (the "Lenders"), Debtor, Agent and the Lenders amended, restated and modified, but did not extinguish, the Prior Credit Agreement to, among other things, refinance the outstanding obligations under the Prior Credit Agreement pursuant to which Lender provided Debtor with a $220,000,000 credit facility (the "Credit Facility"), and Lenders made available to Debtor: (i) Reducing Revolver Commitments (as defined in the Credit Agreement) in the maximum aggregate principal amount of $65,000,000, which Reducing Revolver Commitments were in replacement and increase of the Advance Term Loan Commitments (as defined in the Prior Credit Agreement); (ii) Revolving Credit Commitments (as defined in the Credit Agreement) in the maximum aggregate principal amount of $155,000,000, including the ability to issue Letters of Credit (as defined in the Credit


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Second Amendment to Collateral Trust Agreement


Agreement) in an aggregate amount not to exceed $1,500,000; and (iii) Swingline Loans (as defined in the Credit Agreement) in an aggregate amount not to exceed $25,000,000;


D. WHEREAS, pursuant to that certain Second Amendment to Amended and Restated Credit Agreement dated as of November 7, 2001, by and among the Debtor, the Agent and the lenders party thereto, the Debtor, the Agent and the lenders party thereto modified the Credit Facility to, among other things, make available to the Debtor Term Loan Commitments (as defined in the Existing Credit Agreement) in the aggregate principal amount of $55,000,000, which Term Loan Commitments were made in replacement and reduction of the Reducing Revolving Commitments.


E. WHEREAS, pursuant to that certain Third Amendment to Amended and Restated Credit Agreement dated as of the date hereof, by and among the Debtor, the Ag ...