EXHIBIT 10.2
FIRST AMENDMENT
DATED AS OF DECEMBER 22, 2003
LOAN AND SERVICING AGREEMENT
DATED AS OF DECEMBER 18, 2002
This FIRST AMENDMENT (this "Amendment") dated as of December 22, 2003
is entered into among ACE FUNDING LLC, a Delaware limited liability company (the
"Borrower"), ACE CASH EXPRESS, INC., a Texas corporation, individually ("ACE")
and as Check-Xxxxxx (in such capacity, the "Check-Xxxxxx"), AUTOBAHN FUNDING
COMPANY LLC, a Delaware limited liability company (the "Lender"), DZ BANK AG
DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN ("DZ Bank"), as
administrative agent for Lender (in such capacity, the "Administrative Agent")
and as liquidity agent for Liquidity Providers (in such capacity, the "Liquidity
Agent"), and U.S. BANK NATIONAL ASSOCIATION, as collateral agent for the Secured
Parties (in such capacity, the "Collateral Agent").
RECITALS
WHEREAS, the parties hereto have entered into a certain Loan and
Servicing Agreement dated as of December 18, 2002 (as amended, supplemented or
otherwise modified from time to time, the "Loan and Servicing Agreement");
WHEREAS, the parties hereto wish to make certain amendments to the Loan
and Servicing Agreement as herein provided;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and the Loan and Servicing Agreement, the parties
hereto agree as follows:
SECTION 1. Definitions. All capitalized terms used but not defined
herein are used as defined in the Loan and Servicing Agreement.
SECTION 2. Amendments to Loan and Servicing Agreement. Effective as of
the date that the conditions set forth in Section 3 hereof are satisfied, the
Loan and Servicing Agreement is hereby amended as follows:
2.1. The definition of "Usage Period" in Appendix A to the
Loan and Servicing Agreement is hereby amended to replace the phrase
"BBB" therein with the phrase "Baa3".
2.2. Clause (e) of the definition of "Eligible Assets" in
Appendix A to the Loan and Servicing Agreement is hereby amended to
read as follows: "Was automatically endorsed by the SSM to read (i) if
an Electronic Presentment Agreement is in effect, "Void ACE Cash
Express Void" or (ii) otherwise, "Ace Cash Express Pay to US Bank A/C
#_____________."
2.3. Section 3.01(a) is hereby amended to add the
following after the end of the first paragraph thereof:
"Notwithstanding anything in this Agreement to the
contrary, if an Electronic Presentment Agreement is not in
effect, each of the Borrower and the Check-Xxxxxx covenant and
agree that (i) each Vault Collection Account at an Approved
Vault Bank shall consist of two deposit accounts, one of which
will be used to receive deposits (the "Deposit Account") of
Checks from the Approved Couriers for presentment and cashing
and a second deposit account (the "Release Account") for
disbursing funds to Approved Couriers for deposit into the
SSMs, (ii) the Deposit Account will be established such that
none of the Check-Xxxxxx, ACE or the Borrower may give
directions as to the removal of funds therefrom, (iii) all
proceeds from the presentment and cashing of Checks shall be
swept on a daily basis from the Deposit Account to the Release
Account and (iv) on a daily basis, excess funds in each
Release Account not distributed to Approved Couriers on such
day or to be distributed on the following day will be swept to
the Trust Collection Account."
2.4. Section 5.01(v) of the Loan and Servicing Agreement
is hereby replaced in its entirety as follows:
"(v) [Reserved].".
2.5. A new Section 6.03 is added to the Loan and Servicing
Agreement as follows:
Section 6.03 Annual Usage Period Representations:
Each of the Borrower, the Check-Xxxxxx and ACE
represent and warrant as of the date of the start of each
Usage Period that: (i) updated Schedules I, II, III, IV and V
have been delivered to the Collateral Agent and the Liquidity
Agent reflecting the existing Vault Collection Accounts, SSMs
and Locations, Excluded SSMs and Locations, Insurance
Schedule, and Check Cashing Fees, respectively, (ii) all
required insurance hereunder is in full force and effect and
identical to the policies provided for the prior Usage Period
(or has been otherwise consented to by the Liquidity Agent)
and (iii) there have been no changes to the form of Approved
Cashier's Check, the form of Approved RAL Agreement, any
Approved Courier Agreement, any Approved Vault Bank Agreement,
any SSM Acknowledgment, any Agent Bank Acknowledgment, any
Approved Tax Provider Acknowledgment, any agreements with
Approved Tax Providers, any agreements with the Approved Bank
2
or any other agreement relating to the SSMs or the
transportation of Cash or Checks (including any agreements
referred to in Section 5.01(l), (n), (p), (q) or (w)) or the
parties thereto since the prior Usage Period, or any such
changes have been otherwise consented to by the Liquidity
Agent.
2.6. Section 7.01(g) of the Loan and Servicing Agreement
is hereby replaced in its entirety as follows:
"(g) Compliance with Agreements. Comply with the
terms of each of the Approved Courier Agreements, Approved Vault Bank
Agreements, all agreements with Approved Tax Providers, the Electronic
Presentment Agreement (if then in effect), and all agreements with
Approved Banks, entered into in connection with the transactions
contemplated by the Transaction Documents."
2.7. Section 7.04(n) of the Loan and Servicing Agreement
is hereby replaced in its entirety as follows:
"(n) Check Endorsement. Ensure that the check cashing
program related to the SSMs at all times is established and operating
such that each Check deposited into an SSM will be automatically
endorsed: "Ace Cash Express Pay to US Bank A/C #_____________."
2.8. Section 7.04(p) of the Loan and Servicing Agreement
is hereby replaced in its entirety as follows:
"(p) Compliance with Agreements. Comply with the
terms of each of the Approved Courier Agreements, Approved Vault Bank
Agreements, all agreements with each SSM Lender, all agreements with
Approved Tax Providers, the Electronic Presentment Agreement (if then
in effect) and all agreements with Approved Banks entered into in
connection with the transactions contemplated by the Transaction
Documents.".
2.9. Section 8.01(l) of the Loan and Servicing Agreement
is hereby amended by inserting, at the beginning of the section, the
words, "for so long as the Electronic Presentment Agreement is in
effect,".
2.10. Section 8.02 of the Loan and Servicing Agreement is
hereby amended to (i) add "(a)" prior to the existing provisions and
(ii) add the following new clauses to the end of such Section 8.02:
(b) Letter of Credit Matters. Notwithstanding
the foregoing Section 8.02(a), the Check-Xxxxxx shall have the ability
to substitute a Letter of Credit for the required errors and omissions
insurance referenced in such Section 8.02(a).
(c) Drawings on Letter of Credit. If the
Liquidity Agent determines (A) that any amount payable by the
Check-Xxxxxx or ACE (but excluding amounts payable by Borrower)
hereunder (including any indemnity payment) has not been paid
3
when due or the Borrower has suffered any loss related to the failure
of the Check-Xxxxxx to perform any of its obligations hereunder or (B)
the Borrower has suffered any loss of a nature that the Liquidity Agent
has determined in its reasonable discretion would otherwise have been
covered by an errors and omissions policy, the Liquidity Agent may
deliver notice thereof to the Collateral Agent, which notice shall
specify the aggregate unpaid amount then due and payable by the
Check-Xxxxxx or ACE and/or the amount of such loss. Following receipt
of such notice, the Collateral Agent shall make a drawing on the Letter
of Credit for the amount specified and apply the amounts received as
directed by the Liquidity Agent.
(d) Letter of Credit Rating Downgrade. In the
event that the Letter of Credit Bank fails to maintain a short-term
unsecured debt rating of at least "Prime-1" by Xxxxx'x and "F1" by
Fitch, then within two (2) Business Days after Check-Xxxxxx shall have
received notice or shall have obtained actual knowledge of such event,
Check-Xxxxxx shall notify the Lender, the Collateral Agent and the
Liquidity Agent, and Check-Xxxxxx shall, within twenty-one (21)
Business Days after giving such notice, use all reasonable efforts to
obtain a replacement letter of credit for such Letter of Credit issued
by a Qualified Letter of Credit Bank in an amount equal to the Letter
of Credit Available Amount. If Check-Xxxxxx does not replace such
Letter of Credit as aforesaid, the Collateral Agent shall make a
drawing on the Letter of Credit in an amount equal to the Letter of
Credit Available Amount and deposit such amount into a segregate trust
account with such amounts to be held and applied in accordance with
Section 8.02(c).
(e) Letter of Credit Release. Upon the written
instruction of the Liquidity Agent, following the earliest to occur of
(i) the Usage Period Maturity Date, (ii) delivery of an errors and
omissions policy in form and substance acceptable to the Liquidity
Agent and (iii) the payment in full of all obligations of the Borrower,
ACE and the Check-Xxxxxx under the Transaction Documents, the
Collateral Agent shall release the Letter of Credit to the Check-Xxxxxx
for cancellation.
2.11. Appendix A to the Loan and Servicing Agreement is
hereby amended by inserting the following definitions in appropriate
alphabetical sequence as follows:
"Letter of Credit" means an irrevocable letter of
credit issued by a Letter of Credit Bank for the benefit of the
Collateral Agent with an initial stated amount of $1,000,000, as the
same may be reduced or reinstated from time to time in accordance with
its terms, and any letters of credit issued in substitution therefor or
replacement thereof in accordance with Section 8.02.
"Letter of Credit Available Amount" shall equal at
any time the amount available to be drawn under the Letter of Credit at
such time.
"Letter of Credit Bank" means any Qualified Letter of
Credit Bank.
"Qualified Letter of Credit Bank" means a bank which
(i) has been approved by the Liquidity Agent and (ii) has a short-term
unsecured debt rating of at least "Prime-1" by Xxxxx'x and "F1" by
Fitch.
4
2.12. Appendix A to the Loan and Servicing Agreement is
hereby amended by replacing the following definition in its entirety as
follows:
""Related Rights" means (i) all of Borrower's right,
title and interest in and to all insurance claims related to the Cash
or Checks, (ii) the Letter of Credit and all amounts in respect of
draws made under the Letter of Credit and (iii) all of Borrower's
right, title and interest in and to all Tax Filer Accounts, Refunds and
RAL Agreements.".
2.13. Schedules II, III, and IV to the Loan and Servicing
Agreement are hereby replaced with Schedules II, III, and IV hereto.
SECTION 3. Conditions Precedent. This Amendment shall become effective
on the date when:
3.1. the Administrative Agent shall have received an
original counterpart (or counterparts) of this Amendment, executed and
delivered by each of the parties hereto, or other evidence satisfactory
to the Administrative Agent of the execution and delivery of this
Amendment by such parties;
3.2. the Collateral Agent shall have received either a
fully-executed copy of the Letter of Credit or a copy of an errors and
omissions policy;
3.3. the Administrative Agent shall have received proof of
insurance reasonably acceptable to the Administrative Agent covering
any theft, destruction, or other loss of Cash while such Cash is
located in an SSM naming the Collateral Agent as loss payee;
3.4. the Administrative Agent shall have received a pro
forma Borrowing Base Report and a pro forma Servicing Report, prepared
in respect of the proposed initial Borrowing for the 2004 Usage Period;
3.5. the Administrative Agent shall have received good
standing certificate for Borrower issued by the Secretary of State of
Delaware and a good standing certificate for the Check-Xxxxxx issued by
the Secretary of State of Texas;
3.6. the Administrative Agent shall have received letters
from the rating agencies then rating the Commercial Paper Notes
confirming that the existing ratings of the Commercial Paper Notes will
remain in effect after giving effect to this Amendment and otherwise
affirming the existing ratings of the Commercial Paper Notes;
3.7. the Liquidity Provider shall have extended its
liquidity funding commitment pursuant to Section 2.10(a) of the
Liquidity Agreement to May 31, 2004 by notice in writing to the Lender
of its consent to such extension; and
3.8. the Administrative Agent has confirmed receipt in
immediately available funds of the Annual Commitment Fee and all other
amounts payable under the Fee Letter on or prior to the date of the
initial Borrowing for the 2004 Usage Period.
5
SECTION 4. Miscellaneous.
4.1. Reaffirmation of Covenants, Representations and
Warranties. Upon the effectiveness of this Amendment, each of the
Borrower, the Check-Xxxxxx and ACE hereby reaffirms all covenants,
representations and warranties made in the Loan and Servicing Agreement
to the extent the same are not amended or waived hereby and agrees that
all such covenants, representations and warranties shall be deemed to
have been remade as of the effective date of this Amendment.
4.2. Representations and Warranties. Each of the Borrower,
the Check-Xxxxxx and ACE hereby represents and warrants that (i) this
Amendment constitutes a legal, valid and binding obligation of such
Person, enforceable against it in accordance with its terms and (ii)
upon the effectiveness of this Amendment, no Termination Event or Event
of Default shall exist.
4.3. References to Loan and Servicing Agreement. Upon the
effectiveness of this Amendment, each reference in the Loan and
Servicing Agreement to "this Agreement", "hereunder", "hereof",
"herein", or words of like import shall mean and be a reference to the
Loan and Servicing Agreement as amended hereby, and each reference to
the Loan and Servicing Agreement in any other document, instrument or
agreement executed and/or delivered in connection with the Loan and
Servicing Agreement shall mean and be a reference to the Loan and
Servicing Agreement as amended hereby.
4.4. Effect on Loan and Servicing Agreement. Except as
specifically amended above, the Loan and Servicing Agreement and all
other documents, instruments and agreements executed and/or delivered
in connection therewith shall remain in full force and effect and are
hereby ratified and confirmed.
4.5. No Waiver. The execution, delivery and effectiveness
of this Amendment shall not operate as a waiver of any right, power or
remedy of the Lender, the Collateral Agent or Administrative Agent
under the Loan and Servicing Agreement or any other document,
instrument or agreement executed in connection therewith, nor
constitute a waiver of any provision contained therein, except as
specifically set forth herein.
4.6. Governing Law. This Amendment, including the rights
and duties of the parties hereto, shall be governed by, and construed
in accordance with, the internal laws of the State of New York.
4.7. Successors and Assigns. This Amendment shall be
binding upon and shall inure to the benefit of the parties hereto and
their respective successors and assigns.
4.8. Headings. The Section headings in this Amendment are
inserted for convenience of reference only and shall not affect the
meaning or interpretation of this Amendment or any provision hereof.
4.9. Counterparts. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed
to be an original and all of which shall constitute together but one
and the same agreement.
6
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
ACE FUNDING LLC
By /s/ Xxxx Xxxxxxx
Title: Vice President
ACE CASH EXPRESS, INC.
individually and as Check-Xxxxxx
By /s/ Xxxx Xxxxxxx
Title: VP Finance & Asst. Treasurer
7
AUTOBAHN FUNDING COMPANY LLC
as Lender
By: DZ BANK AG DEUTSCHE ZENTRAL-
GENOSSENSCHAFTSBANK FRANKFURT
AM MAIN
By /s/ Xxxxxxx Xxxxxx
Title: VP
By /s/ Xxxxxxx Xxxxxxxxxx
Title: VP
DZ BANK AG DEUTSCHE ZENTRAL-
GENOSSENSCHAFTSBANK
FRANKFURT AM MAIN,
as Administrator and as Liquidity Agent
By /s/ Xxxxxxx Xxxxxx
Title: VP
By /s/ Xxxxxxx Xxxxxxxxxx
Title: VP
8
U.S. BANK NATIONAL ASSOCIATION,
as Collateral Agent
By /s/ Xxxx Xxxxxxxxx
Title: Asst. Vice President
9
SCHEDULE II
(USER LOCATION) H&R XXXXX XXXXXX
XXXXXX XXXXXXX XXXX XXX XXXXX
--------------------------------------------------------------------------------------
6631 0000 XXXX XXXXXX XX XXXX XXXXXXX 00000 XX
SQUARE SHOPPING CENTER
6733 0000 XXXXXXXX XXX. XXXXXXXX 00000 AL
6789 0000 XXXXX XXXXX XX. XXXXXXX 00000 XX
6541 0000 XXXXXXX XXXX XXXXXXXXXX 00000 DC
6542 0000 XXXXXXXXX XXX. XX XXXXXXXXXX 00000 DC
6559 000 XXXXXXXX XX XXXXXX 00000 NC
6571 0000 XXXXXX XXXX XXXXXXXXXXXX 00000 XX
6572 0000-X XXXXXX XXXXXX XXXXXXXXX 00000 XX
6573 0000 XXXXXXXX XX XXXXXXX 30032 GA
6574 0000 XXXXX X. XXXXXXXXX XXXX XX XXXXXXX 00000 GA
6575 0000 XXX XXXXXXXX XXX. XXXXXXX 00000 GA
6576 0000 X. XXXXXXX XXXXX XXXXXXXX 00000 XX
6577 000 XXXX 0XX XXXXXX XXXXX 00000 XX
6578 0000 XX 0XX XXX. XXXXX 00000 XX
6610 0000-0000 XXXXXX XX XXXXX 00000 XX
6611 0000 XXXXXXXX XX XXXXX 00000 XX
6614 000 XXXXXXXXXXX XXXX. XXXX XXXXXXX 00000 AR
6615 0000 XXXX XXXXXXXX XXXXXXX 00000 AZ
6617 0000 XX XXXXXXX XXXXXXX 00000 XX
6633 0000 X. XXXXXX XXXXXX XX. XXXXXXX 00000 XX
6643 0000 XXXXX XXXX XXXXXXXXXXX 00000 FL
6644 0000 XXXX XXXXX XXXX XXXX XXXXX 00000 XX
6645 00 XXXX XXXXXXXXX XX. XXXXXX 00000 XX
6647 0000 X. XXXX XXXXXX XXXXXXXXXXXX 00000 XX
6648 0000-0 000XX XXXXXX XXXXXXXXXXXX 00000 XX
6649 0000-0 XXXXXXXX XXX X. XXXXXXXXXXXX 00000 FL
6650 000 X. XXXXXXXXX XXXXXX XXXXXXXX 00000 GA
6661 0000 XXXXXXXXXXXX XXXXXXX XXXXXXX 00000 GA
6662 0000-0 XXXXXX XXXXXX XXXX, XX XXXXXXX 00000 GA
6663 000-000 XXXXXXXX XXX XXXXXXX 00000 GA
6664 0000 XXXXXXXX XXXXX XXXXX XXXXXXXX 00000 GA
6665 0000 XXXXXXXX XXXXX XXXXXXX 00000 XX
6670 0000 XXXXX XXXXXX, XXXXX 00 XXXXXXX 00000 KS
6682 0000 XXXXXX XXXXXX XX. XXXXXXXXXX 00000 XX
6687 00 X. XXXXXXXXXX XXXXXXXX 00000 XX
6691 0000 XXXXX XXXXX XXXX. XXXXXX 00000 XX
6692 000 XXXXXXX XXXXX XXXXXX XXXX 00000 NC
6693 0000 XXXX XXXXX XXXXXXXXXXXX 00000 XX
6694 0000 XXXXXXX XXXX. XXXXXXX 00000 XX
6695 0000 XXXXXXX XXXX. XXXXXXX 00000 XX
6696 0000 XXXXXXX XXXXXX, XXXXX X XXXXXXXXXXXX 00000 NC
6697 0000 X XXXXXXXX XXXXX XXXX #00 XXXXXXX 00000 XX
6698 000 X. XXXXX XXXX XXXXXX 00000 XX
6734 0000 X XXXXXXX XXX XXXXXXXX 00000 XX
6735 000 XXXX 0XX XXXXXX XXXX XXXXXX 00000 AZ
6736 0000 X XXXXXXX XXXX XX. XXXXXXXX 00000 XX
6749 000 X. XXXXX XXXXXX XXXXXXX XXXXX 00000 XX
6751 0000 XX 00 XXXX. XXXXXXXXXXX 00000 XX
6757 0000-X XXXXXXXX XXXXX XXXXXXX 00000 GA
6758 000 XXXX 0XX XXX. XXXX 00000 GA
6763 000 X. XXXXX XXX. XXXXX X XXXX XXXXXX 00000 MD
6765 2049 MCLARAN JENNINGS 63136 MO
6768 0000 XXXXXX XXXXXX XXX. 000 XXXXXXXXXXXX 00000 XX
6806 0000 XXXXX XXXXXXX XX. XXXXXX XXXX 00000 AR
6807 #0 XXXXXXXXX XXXXX XXXXXXXXXXXX 00000 AR
6808 000 X. XXXXXXX XXXX. XXXXXXX 00000 XX
6809 0000 X.X. XXXXXX XXXXXXX XXXXX XXXX 00000 XX
6811 0000 XXXXX XXX. XXXXXX XXXX 00000 AR
6812 000 X. XXXXXXXX XXXX. XXX. 000 XXXXXXXX 00000 XX
6813 000 XX. X.X. XXXX XXXX XXXX XXXXXXX 00000 XX
Xxxxxxx Village Square
6814 0000 X. XXXXXXXXX XXXX XXXXXXX 00000 FL
6815 0000 X. XXXXXXX XXXXXX XXXXX 00000 FL
6818 0000 XXXXXX XXXX XXXX XXXXX XXXXX 00000 XX
6821 000 XX 000 XXXXXX XXXXX 00000 XX
6826 000 XXXXXXXXXX XXX. XXXXX XXXXXXXXXX 00000 XX
6827 000 XXXXXXX 00 XXXXX XXXXXX 72032 AR
6595 00000 XXXXXXXXXXXX XXX., XXX. 000 XXXXXXXXXX 00000 XX
11
6596 0000 X 0 XXXX XX XXXXXX 00000 XX
6597 SOUTHLD CTR. 00000 XXXXXX XX. XXXXXX 00000 XX
6598 00000 XXXXXXXX XXXXXXXX XXXX 00000 XX
6599 10765 XXXXX XXXXX XXXXXXX 00000 MI
6600 13032 GRATIOT DETROIT 48205 MI
6601 14418 GRATIOT DETROIT 48205 MI
6602 10017 XXXXXX XXXXXX HAMTRAMCK 48212 MI
6603 00000 X. 0 XXXX XXXXXXX 00000 XX
6604 00000 XXXXXXX XXXXXX XXXXX 00000 XX
6605 00000 XXX XXXX XXXXXXX 00000 XX
6606 16862 XXXXXXXX DETROIT 48235 MI
6607 0000 XXXX XXXX XXXXX 00000 XX
6681 0000 XXXXXXXXX XXXXXX XXXXXX 00000 XX
6683 0000 X. XXXXX XXXX XXXX XXXXXXX 00000 XX
6684 0000 XXXX XXXXXX XXXXXXX XXXX 00000 XX
6686 0000 X XXXXXXXX XXXXXXX 00000 XX
6764 00000 X. XXXXXXXXX XXXXXXX 00000 MI
6672 000 XXXXXXXXX XXXXX XXXXXXXXXX 00000 XX
6673 0000 XXXXX XXXX XXXXX XXXXX 00000 LA
6613 0000 XX XXXXXX XX. XXX XXXXXXX 00000 LA
6676 0000 XXXXX XX. XXX XXXXXXX 00000 LA
6677 0000 XXXXXXX XXX., XXXXX 0 XXX XXXXXXX 00000 LA
6678 0000 XXXXXX XXXXXX XXX XXXXXXX 00000 LA
6594 0000 XXXXXXXXXXXX XXX. XXXXXXXXXXXX 00000 IN
6668 0000 X. XXXXXXXXXX XX. XXXXXXXXXXXX 00000 XX
6759 0000 XXXX XX. XXXXXXXXXXXX 00000 XX
6790 0000 XXXXXXXX XXXXXXXXXXXX 00000 XX
6823 0000 XXXXXX XX. XXXXXXXXXX 00000 XX
Olympia Shopping Center
6585 000 XXXX XXXXXXXX XXXXXXXXXX 00000 XX
6586 0000 XXXXXXXX XXXXXX XXXXXXX 00000 XX
6671 000 XXXXXXX XXX XXXXXXXXX 00000 XX
6761 0000 XXXXX XXX XXXXXXXX 00000 XX
6587 0000 X XXXXXXXXXX XXXXXX XXXXXXXX 00000 XX
6588 0000 XXXXX XX XXXXXXXX 00000 XX
6589 0000 XXXXXXX XX, #00 XXXXXX 00000 XX
MIRACLE MILE SHOPPING CENTER
6590 00000 XXXXXX XXX XXXXXXXXX 00000 XX
6591 00000 XXXXXX XXXXXX X. XXXXXXXXX 00000 XX
6592 0000 XXXXXXXX XXX XXXXXXXXX 00000 XX
6593 0000 X. XXXXXXXXX #00 XXXXX 00000 XX
12
6699 0000 XXXXX XXXX XX. XXXXXXXX 00000 XX
6702 000 X XXXXX XX XXXXXXXX 00000 XX
6703 000 X. XXXXX XXXXX X XXXX 00000 XX
6704 0000 XXXXXXX XXX XXXX 00000 XX
6705 0000 XXXXXXX XXX. XXXXXXXXXXX 00000 XX
6706 0000 XXXXXX XXXX XXXXXXXXX 00000 XX
6708 00000 XXXXXXX XXXX. XXXXXX XXXXXXX 00000 XX
6710 00000 XXXXXX XXX. X. XXXXXXXXX 00000 XX
6711 0000 XXXXXXX XXX. XXXXXXXXXX 00000 XX
6712 0000 XXXXXXXXX XXX XXXXXXXX 00000 XX
6714 0000 X. XXXXXXXX XXXXX XXXXXXXXX 00000 XX
6715 00000 XXXX XXXXX XXXX XXXXXX 00000 XX
6716 000 X. XXXXXX XXXXXX XXXXXX 00000 XX
6769 0000 XXXXX XXX. XXXXXXXX 00000 XX
6770 000 XXXXXX XXXXXX XXXXXXXXXX 00000 XX
0000 0000 XXXXXXXXXX XXXX XXXXXXX 00000 XX
6557 0000 X XXXX XX XXX XXXXXXXXX 00000 XX
6558 0000 XXXXX 00XX XX. XXXXXXXXX 00000 XX
6609 0000 X. 00XX XX XXXXXXXXX 00000 XX
6816 000 XXXX XXXXXXXX XXXXXXXXXX 00000 XX
6792 0000 XXXXX XXXXXX XX. X. XXX XXXXX 00000 XX
6822 0000 X XXXX XX XXX XXXXXXXXX 00000 XX
6640 2919 & 0000 X. 00XX XXX. XXXXXX 00000 CO
6748 0000 XXXXX XXXXXXX XXXX. XXXXXXXX XXXXXXX 00000 CO
6608 000 XXXXXX XXXXXX XXXXX XXXX 00000 XX
6612 0000 X 00 XX XXXXX 00000 XX
6689 0000 X XXXXXX XXXXXXX 00000 XX
6773 0000 X. XXXXX XXXXXX XXXXXXXXX 00000 XX
6537 00 XXXX XXXX XX XXX XXXXXXX 00000 XX
0000 000 XXXXXXXXXX XXX, #X XXXXXXXX 00000 CT
6774 0000 XXXXX 0XX XXXXXX XXXXXXXXXX 00000 XX
6562 000 X 0XX XX XXXXXXXXX 00000 XX
6731 000 XXXXXXXX XXXX XXXXX 00000 VA
6732 0000 XXXXXXXX XXX. #00 X-X XXXXXXXXX 00000 XX
6791 000 XXXX XXXXXX XXXXX XX. XXXXXXX 00000 XX
6802 0000 XXXXXXXXXXXXXX XXXX XXXXXXXX 00000 VA
6817 000 X. XXXX XX. XXXXXXXXX 06702 CT
Century Plaza of Waterbury
Shopping Center
6825 000 XXXXXX XXX CUTOFF STRATFORD 06614 CT
Stratford Square Shopping Center
13
6824 1234 MILLERSVILLE PIKE LANCASTER 17603 PA
Manor Shopping Center
14
SCHEDULE III
None.
SCHEDULE IV
INSURANCE REQUIREMENTS
1. Required Theft/Loss Insurance Protection
Required Theft/Loss*
SSM Type Insurance Protection
------------------------------------------------------
Diebold SSMs $300,000 per SSM
Source SSMs $300,000 per SSM
* Minimum acceptable Theft/Loss coverage
2. Required Errors and Omissions Insurance
Minimum Coverage, unless Letter of Credit substituted pursuant
to Section 8.02(n): $2,000,000
3. Required Fidelity Insurance
Minimum Coverage: $2,000,000
4. Letter of Credit
Minimum initial stated amount, pending release pursuant to
Section 8.02(e): $1,000,000
