PARENT GUARANTY
Exhibit 10.2
This Parent Guaranty (“Guaranty”) is dated as of March 1, 2006, and is entered into by ACE
CASH EXPRESS, INC. (“Guarantor”), in favor of TRUE FINANCIAL SERVICES, LP (“Obligee”), to guaranty
certain obligations of ACE CREDIT SERVICES, LLC (“Obligor”).
1. In consideration of Obligee’s willingness to enter into the Credit Services Agreement dated
as of February 25, 2006 (the “Credit Services Agreement”) between Obligor and Obligee, Guarantor
hereby irrevocably and unconditionally guarantees to Obligee the full and prompt payment and
performance of the following obligations of Obligor (the “Guaranteed Obligations”): any and all
obligations under the Credit Services Agreement, and under any other agreement, document or
instrument executed in connection therewith by Obligor including the individual letters of credit
issued by Obligor in connection with the Credit Services Agreement (collectively, the “Ancillary
Agreements”). This Guaranty is for the benefit of Obligee and its respective successors and
assigns, and nothing herein contained shall impair, as between Obligor and Obligee, the obligations
of Obligor under the Credit Services Agreement or any Ancillary Agreement.
2. Obligee in its sole discretion may at any time, and from time to time, without the consent
of, or notice to Guarantor, without incurring responsibility to Guarantor and without impairing or
releasing the obligations of Guarantor hereunder, upon or without any terms or conditions and in
whole or in part:
(a) exercise or refrain from exercising any rights against Obligor or others or otherwise act
or refrain from acting; and
(b) consent to or waive any breach of, or any act, omission or default under, the Credit
Services Agreement or any Ancillary Agreement, or otherwise amend, modify or supplement the Credit
Services Agreement or any Ancillary Agreement.
3. Guarantor makes the following representations and warranties to Obligee as of the date
hereof and continuously until performance in full of all Guaranteed Obligations and termination of
this Guaranty:
(a) Guarantor is a corporation duly organized, validly existing and in good standing under the
laws of the state of its incorporation and has all requisite corporate power and authority to own
or lease and operate its properties and to conduct its business as currently conducted. Obligor is
wholly-owned, through one or more intermediary companies, by Guarantor.
(b) Guarantor has full corporate power and authority to execute and deliver this Guaranty and
to perform its obligations hereunder. The execution and delivery of this Guaranty and the
performance by Guarantor of its obligations hereunder have been duly
authorized and approved by all necessary corporate action on the part of Guarantor and do not
require any further authorization or consent of Guarantor or its stockholders. This Guaranty
constitutes the valid and legally binding obligation of Guarantor, enforceable against Guarantor in
accordance with its terms, except to the extent such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws and equitable principles relating to
or limiting creditors’ rights generally and by general principles of equity.
(c) The execution and delivery by Guarantor of this Guaranty, the performance by Guarantor of
its obligations hereunder and the consummation of the transactions contemplated hereby do not and
will not result in the creation or imposition of any lien or encumbrance upon Guarantor or upon any
of the assets or properties of Guarantor, or conflict with, result in any breach or violation of or
constitute a default under (or an event which with the giving of notice or the lapse of time, or
both, would constitute a default under) or constitute an event creating rights of acceleration,
first refusal, termination or cancellation or a loss of rights under (i) the certificate of
incorporation, bylaws, and any other organizational or governing documents of Guarantor, (ii) any
law to which Guarantor is subject or by which Guarantor’s assets or properties are bound, or (iii)
any permit applicable to Guarantor, its assets or properties.
(d) No consents are necessary to be obtained by, made with or given by Guarantor in connection
with the execution and delivery by Guarantor of this Guaranty, the performance by Guarantor of its
obligations hereunder, or the consummation of the transaction contemplated hereby.
(e) Except as otherwise disclosed to Lender, there are no proceedings pending or, so far as
Guarantor knows or has reason to know, threatened before any court or administrative agency which,
if decided adversely to Guarantor, would materially adversely affect the financial condition of
Guarantor or the authority of Guarantor to enter into, or the validity or enforceability of, this
Guaranty.
(d) As of the date hereof, and after giving effect to this Guaranty and the contingent
obligation evidenced hereby, Guarantor is and will be solvent, has and will have assets which,
fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts and
has and will have property and assets sufficient to satisfy and repay its obligations and
liabilities.
4. The obligations of Guarantor under this Guaranty are absolute and unconditional and shall
remain in full force and effect without regard to, and shall not be released, suspended, discharged
or terminated by, any action or inaction by Obligee as contemplated in Section 2 above.
5. Guarantor acknowledges that it is directly and primarily liable to Obligee, that its
obligations hereunder are independent of the Guaranteed Obligations and that a separate action or
actions may be brought and prosecuted against Guarantor. Guarantor further acknowledges that any
releases that may be given by Obligee to Obligor or any other guarantor or endorser shall not
release it from this Guaranty.
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6. This Guaranty is a continuing one and all liabilities to which it applies or may apply
under the terms hereof shall be conclusively presumed to have been created in reliance hereon.
Guarantor waives any right to require Obligee to: (a) proceed against Obligor; (b) proceed against
any letter of credit issued in Obligee’s favor; or (c) pursue any other remedy in Obligee’s power.
Obligee may, at its election, exercise any right or remedy it may have against Obligor without
affecting or impairing in any way Guarantor’s liability under this Guaranty.
7. This Guaranty shall be binding upon Guarantor and its successors and permitted assigns and
shall inure to the benefit of its successors and permitted assigns.
8. The Guarantor shall be in default of this Guaranty if: (i) the Guarantor is in breach of
any duty obligation, representation, warranty or covenant hereunder; (ii) the Guarantor files for
protection under any state or federal insolvency law, or an action shall be filed against Guarantor
under any such law; or (iii) Guarantor becomes insolvent or unable to meet its obligations as they
become due or suffers a material adverse financial event.
9. Neither this Guaranty nor any provision hereof may be changed, waived, discharged or
terminated except pursuant to a written agreement executed by Guarantor and consented to by
Obligee.
10. All payments made by Guarantor will be made free and clear of, and without deduction or
withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other
charges of whatever nature now or hereafter imposed by any jurisdiction or by any political
subdivision or taxing authority thereof or therein.
11. Guarantor agrees that its obligations under this Guaranty shall be unaffected by the
voluntary or involuntary bankruptcy of Obligor or any of its affiliates, assignment for the benefit
of creditors, reorganization, or similar proceedings affecting Obligor or any of its affiliates or
any of their respective assets. If, by reason of any bankruptcy, insolvency or similar laws
affecting the rights of creditors, Obligee shall be prohibited from exercising any of its rights or
remedies against Obligor or any of its affiliates or any of their respective property, then, as
between Obligee and Guarantor, such prohibition shall be of no force and effect, and Obligee shall
have the right to make demand upon, and receive payment or performance from, Guarantor of all
obligations, amounts and other sums that would be due to Obligee upon a default by Obligor or any
of its affiliates of any Guaranteed Obligation. Guarantor agrees that this Guaranty shall remain
in full force and effect or be reinstated (as the case may be) if at any time payment or
performance of any of the Guaranteed Obligations is rescinded, reduced or must otherwise be
restored or returned by Obligee, all as though such payment or performance had not been made.
12. This Guaranty shall be governed by the laws of the State of Delaware without regard to the
principles of conflict of laws thereof.
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IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed as of the first
date set forth above.
| ACE CASH EXPRESS, INC. | ||||||
| By: | /s/ XXXXXX X. XXXXX | |||||
| Xxxxxx X. Xxxxx | ||||||
| Senior Vice President and General Counsel | ||||||
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