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-▇▇▇▇▇▇ (in such capacity, the "Check-▇▇▇▇▇▇"), 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-▇▇▇▇▇▇ 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-▇▇▇▇▇▇, 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-▇▇▇▇▇▇ 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-▇▇▇▇▇▇ 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-▇▇▇▇▇▇ 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-▇▇▇▇▇▇ 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-▇▇▇▇▇▇ 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 ▇▇▇▇▇'▇ and "F1" by
Fitch, then within two (2) Business Days after Check-▇▇▇▇▇▇ shall have
received notice or shall have obtained actual knowledge of such event,
Check-▇▇▇▇▇▇ shall notify the Lender, the Collateral Agent and the
Liquidity Agent, and Check-▇▇▇▇▇▇ 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-▇▇▇▇▇▇ 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-▇▇▇▇▇▇ under the Transaction Documents, the
Collateral Agent shall release the Letter of Credit to the Check-▇▇▇▇▇▇
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 ▇▇▇▇▇'▇ 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-▇▇▇▇▇▇ 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-▇▇▇▇▇▇ 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-▇▇▇▇▇▇ 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/ ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
ACE CASH EXPRESS, INC.
individually and as Check-▇▇▇▇▇▇
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Title: VP Finance & Asst. Treasurer
7
AUTOBAHN FUNDING COMPANY LLC
as Lender
By: DZ BANK AG DEUTSCHE ZENTRAL-
GENOSSENSCHAFTSBANK FRANKFURT
AM MAIN
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: VP
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: VP
DZ BANK AG DEUTSCHE ZENTRAL-
GENOSSENSCHAFTSBANK
FRANKFURT AM MAIN,
as Administrator and as Liquidity Agent
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: VP
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: VP
8
U.S. BANK NATIONAL ASSOCIATION,
as Collateral Agent
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Asst. Vice President
9
SCHEDULE II
(USER LOCATION) H&R ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
--------------------------------------------------------------------------------------
6631 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
SQUARE SHOPPING CENTER
6733 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ AL
6789 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6541 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ DC
6542 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ DC
6559 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ NC
6571 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6572 ▇▇▇▇-▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6573 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ 30032 GA
6574 ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ GA
6575 ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ GA
6576 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6577 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6578 ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6610 ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6611 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6614 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ AR
6615 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ AZ
6617 ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6633 ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6643 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ FL
6644 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6645 ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6647 ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6648 ▇▇▇▇-▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6649 ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ FL
6650 ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ GA
6661 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ GA
6662 ▇▇▇▇-▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ GA
6663 ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ GA
6664 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ GA
6665 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6670 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ KS
6682 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6687 ▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6691 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6692 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ NC
6693 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6694 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6695 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6696 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ NC
6697 ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ #▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6698 ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6734 ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6735 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ AZ
6736 ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6749 ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6751 ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6757 ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ GA
6758 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇. ▇▇▇▇ ▇▇▇▇▇ GA
6763 ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ MD
6765 2049 MCLARAN JENNINGS 63136 MO
6768 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6806 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ AR
6807 #▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ AR
6808 ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6809 ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇
6811 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ AR
6812 ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6813 ▇▇▇ ▇▇. ▇.▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇ Village Square
6814 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ FL
6815 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ FL
6818 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6821 ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6826 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6827 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 72032 AR
6595 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
11
6596 ▇▇▇▇ ▇ ▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6597 SOUTHLD CTR. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6598 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇
6599 10765 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ MI
6600 13032 GRATIOT DETROIT 48205 MI
6601 14418 GRATIOT DETROIT 48205 MI
6602 10017 ▇▇▇▇▇▇ ▇▇▇▇▇▇ HAMTRAMCK 48212 MI
6603 ▇▇▇▇▇ ▇. ▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6604 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6605 ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6606 16862 ▇▇▇▇▇▇▇▇ DETROIT 48235 MI
6607 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6681 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6683 ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6684 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇
6686 ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6764 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ MI
6672 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6673 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ LA
6613 ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LA
6676 ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LA
6677 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LA
6678 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LA
6594 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ IN
6668 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6759 ▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6790 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6823 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
Olympia Shopping Center
6585 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6586 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6671 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6761 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6587 ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6588 ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6589 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, #▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
MIRACLE MILE SHOPPING CENTER
6590 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6591 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6592 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6593 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ #▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇
12
6699 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6702 ▇▇▇ ▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6703 ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇
6704 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇
6705 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6706 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6708 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6710 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇. ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6711 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6712 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6714 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6715 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6716 ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6769 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6770 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6557 ▇▇▇▇ ▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6558 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6609 ▇▇▇▇ ▇. ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6816 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6792 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6822 ▇▇▇▇ ▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6640 2919 & ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ CO
6748 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ CO
6608 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇
6612 ▇▇▇▇ ▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6689 ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6773 ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6537 ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, #▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ CT
6774 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6562 ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6731 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ VA
6732 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. #▇▇ ▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6791 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
6802 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ VA
6817 ▇▇▇ ▇. ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 06702 CT
Century Plaza of Waterbury
Shopping Center
6825 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ 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