EXHIBIT 10.2
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"), XXXXX FARGO BANK TEXAS,
NATIONAL ASSOCIATION (f/k/a XXXXX 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 Agent and the lenders party thereto, the Debtor, the Agent and the lenders
party thereto have agreed to modify the Credit Facility in the following manner:
(i) such lenders will make available to the Debtor Term Loan Commitments in the
aggregate principal amount of $55,000,000, (ii) such lenders will make available
to the Debtor Revolving Credit Commitments in the aggregate principal amount of
$155,000,000; and (iii) such lenders will make available to Debtor Seasonal
Revolving Credit Commitments in the maximum aggregate principal amount of
$25,000,000, which Seasonal Revolving Credit Commitments will be made in
replacement of the Swingline Loan facility made available to the Debtor by the
Agent and such lenders under the Credit Facility.
F. WHEREAS, due to the changes to the Credit Facility, it is necessary
to amend the Collateral Trust Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties intending to be legally bound, agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 Certain Defined Terms. Capitalized terms used in this
Amendment are defined in the Collateral Trust Agreement, as amend hereby, unless
otherwise stated.
ARTICLE II
AMENDMENTS
SECTION 2.01 Amendment to Definitions of "Advance Term Loans" and
"Lenders". Effective as of the date hereof, the definitions of "Advance Term
Loans" and "Lenders" contained in Section 1 of the Collateral Trust Agreement
are hereby amended and restated to read in their entirety as follows:
"'Advance Term Loans' shall mean the Term Loans as defined in
Section 1.01 of the Credit Agreement, and shall include the term loans
contemplated by Section 2.01(c) of the Credit Agreement.
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Second Amendment to Collateral Trust Agreement
'Lenders' shall mean the Persons from time to time named in
Schedules 2.01(a), 2.01(b) and 2.01(c) to the Credit Agreement. "
SECTION 2.02 Deletion of Definition of "Swingline Loans". Effective as
of the date hereof, the definition of "Swingline Loans" contained in Section 1
of the Collateral Trust Agreement is hereby deleted in its entirety.
SECTION 2.03 Addition of new Definition of "Seasonal Revolving Credit
Loans". Effective as of the date hereof, a new definition of "Seasonal Revolving
Credit Loans" shall be added to Section 1 of the Collateral Trust Agreement in
its proper alphabetical order as follows:
"'Seasonal Revolving Credit Loans' shall have the meaning set
forth in Section 1.01 of the Credit Agreement, and shall include the
seasonal revolving credit loans to be made by the Lenders to Debtor
pursuant to Section 2.01 of the Credit Agreement not to exceed, at any
time, when combined with the Revolving Credit Loans, the Maximum
Advances."
SECTION 2.04 Miscellaneous Amendments. Effective as of the date hereof,
the definitions of "Beneficiary Obligations", "Coverage Ratio", "Loans", "WFB
Obligations" and "WFB Priority Obligations" contained in Section 1 of the
Collateral Trust Agreement are, in each instance, hereby amended by deleting the
words "Swingline Loans" appearing therein and inserting in their place the words
"Seasonal Revolving Credit Loans".
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3.01 Ratification of Collateral Trust Agreement. The terms and
provisions set forth in this Amendment shall modify and supersede all
inconsistent terms and provisions set forth in the Collateral Trust Agreement,
but except as expressly modified and superseded by this Amendment, the terms and
provisions of the Collateral Trust Agreement are ratified and confirmed and
shall continue in full force and effect, the parties hereby agreeing that the
Collateral Trust Agreement is and shall continue to be outstanding, validly
existing and enforceable in accordance with its terms.
SECTION 3.02 Counterparts. This Amendment may be executed in one or
more counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the same
instrument.
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Second Amendment to Collateral Trust Agreement
IN WITNESS WHEREOF, this Amendment has been executed and is effective
as of the date first above written.
ACE CASH EXPRESS, INC.
By:
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Name:
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Title:
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XXXXX FARGO BANK TEXAS,
NATIONAL ASSOCIATION, as Agent
By:
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Name:
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Title:
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PRINCIPAL LIFE INSURANCE COMPANY
By:
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Name:
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Title:
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By:
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Name:
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Title:
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TRAVELERS EXPRESS COMPANY, INC.
By:
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Name:
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Title:
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Second Amendment to Collateral Trust Agreement
WILMINGTON TRUST COMPANY,
not in its individual
capacity (except as
otherwise expressly
provided in this Agreement)
but solely as Trustee
By:
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Name:
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Title:
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Second Amendment to Collateral Trust Agreement
