JLL PARTNERS FUND V, L.P. 450 Lexington Avenue New York, New York 10017 June 6, 2006
Exhibit (d)(3)
JLL PARTNERS FUND V, L.P.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
June 6, 2006
Ace Holdings I, LLC
000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Dear Sirs:
This letter is being delivered by JLL Partners Fund V, L.P., a Delaware limited partnership
(“JLL”), for the benefit of ACE Cash Express, Inc., a Texas corporation (the “Company”), in
connection and contemporaneously with that certain Agreement and Plan of Merger (the “Agreement”),
dated as of the date hereof, by and among the Company, Ace Holdings I, LLC, a Delaware limited
liability company (“Purchaser”), and Ranger Merger Sub, Inc., a Texas corporation, whereby
Purchaser will acquire the Company on the terms and subject to the conditions set forth therein.
In order to induce the Company to enter into the Agreement and to consummate the transactions
contemplated thereby, JLL hereby covenants, represents and warrants that until the payment in full
by Purchaser of all amounts, if any, which may be owing to the Company under Section 7.3(b) of the
Agreement:
(1) JLL shall cause Purchaser to maintain its existence as a Delaware limited
liability company and shall not permit Purchaser (a) to be liquidated, (b) to become
bankrupt or insolvent (c) to become subject to any receivership or any
reorganization, adjustment, composition or liquidation or similar proceeding or (d)
to take any action, corporate or otherwise, that could reasonably be expected to
result in (a), (b) or (c); and
(2) JLL shall, or shall cause and enable Purchaser to, perform all of
Purchaser’s obligations and pay all amounts, if any, which may be owing to the
Company under Section 7.3(b) of the Agreement on or prior to the date such amounts
are due.
The covenants of the undersigned shall inure to the benefit of the Company as a third-party
beneficiary hereof; provided, however, that nothing herein, express or implied, is
intended or shall be construed to give to or confer any person, corporation or other entity (other
than Purchaser and the Company) any claim, right or remedy against the undersigned by reason
of, as a result of or arising in any way out of, the covenants of the undersigned herein, and all
such covenants and the other terms and conditions contained herein shall be for the sole and
exclusive benefit of Purchaser and the Company. This letter, and all rights and obligations
hereunder, shall terminate immediately following the earlier of (i) the Closing of the transactions
contemplated by the Agreement or (ii) termination of the Agreement in accordance with its terms
and, to the extent required pursuant to the Agreement, payment by Purchaser of the amounts, if any,
owing to the Company pursuant to Section 7.3(b) of the Agreement.
JLL PARTNERS FUND V, L.P. | ||||||
By: | JLL ASSOCIATES V, L.P., | |||||
its General Partner | ||||||
By: | JLL ASSOCIATES G.P. V, L.L.C., | |||||
its General Partner | ||||||
By: | /s/ Xxxx X. Xxxx | |||||
Name: Xxxx X. Xxxx | ||||||
Title: Managing Member |