ACE Cash Express Buyout

Summary

Deal terms

$30 per share

ACE has 30 days to solicit competing offers

Announced 6.07.06

Closed 10.05.06

Advisors

Buyout group:
ACE: JP Morgan / DLA Piper Rudnick
Aames: Credit Suisse / Sullivan & Cromwell

Merger Agreement

General

EDGAR Filing
Hyperlinked Version
Detailed hyperlinked index follows

Article I Definitions

1.1 The Merger
1.2 Effective Time
1.3 Effects of the Merger
1.4 Subsequent Actions
1.5 Articles of Incorporation; By-Laws
1.6 Conversion of Securities
1.7 Exchange of Certificates
1.8 Stock Plans
1.9 Time and Place of Closing

Article II Merger Sub and Parent Reps

2.1 Organization
2.2 Authority
2.3 No Conflict; Required Filings and Consents
2.4 Financing Arrangements
2.5 No Prior Activities
2.6 Brokers
2.7 Information Supplied
2.8 Solvency; Surviving Corporation After the Merger
2.9 Vote/Approval Required

Article III Company Reps

3.1 Organization and Qualification
3.2 Capitalization
3.3 Subsidiaries
3.4 Authority
3.5 No Conflict; Required Filings and Consents
3.6 SEC Filings; Financial Statements
3.7 Absence of Certain Changes or Events
3.8 Franchises
3.9 Litigation
3.10 Employee Benefit Plans
3.11 Information Supplied
3.12 Conduct of Business; Permits; Compliance with Laws
3.13 Taxes
3.14 Environmental Matters
3.15 Real Property; Title to Assets; Liens
3.16 Intellectual Property
3.17 Material Contracts
3.18 Insurance
3.19 Collective Bargaining; Labor Disputes; Compliance
3.20 Transactions with Affiliates
3.21 Brokers
3.22 Board Action
3.23 Opinion of Financial Advisor
3.24 Control Share Acquisition
3.25 Vote Required

Article IV Covenants and Agreements

4.1 Organization and Qualification; Subsidiaries
4.2 Certificate of Incorporation and By-Laws

Article V Additional Agreements

5.1 Proxy Statement
5.2 Meeting of Shareholders of the Company
5.3 Additional Agreements
5.4 Notification of Certain Matters
5.5 Access to Information
5.6 Public Announcements
5.7 Approval and Consents; Cooperation
5.8 Further Assurances
5.9 Director and Officer Indemnification and Insurance
5.10 Continuation of Employee Benefits
5.11 Financing
5.12 Takeover Statutes
5.13 Delisting

Article VI Conditions of Merger

6.1 Each Party
6.2 Company
6.3 Parent and Sub

Article VII Termination, Amendment and Waiver

7.1 Termination
7.2 Effect of Termination
7.3 Termination Fee Payable in Certain Circumstances

Article VIII General Provisions

8.1 Non-Survival of Representations, Warranties and
Agreements
8.2 Notices
8.3 Expenses
8.4 Definitions
8.5 Headings
8.6 Severability
8.7 Entire Agreement; No Third-Party Beneficiaries
8.8 Assignment
8.9 Governing Law; Jurisdiction
8.10 Amendment
8.11 Waiver
8.12 Counterparts
8.13 Waiver of Jury Trial
8.14 Interpretation
8.15 Disclosure Generally
8.16 Specific Performance

Other Agreements

Asset purchase agreement

Proxy Solicitation

Definitive proxy statement 8.29.06

Table of contents

Preliminary proxy statement 7.10.06

Table of contents

Financing

Financing summary

Equity
Debt

Buyer financing covenant

Proxy statement disclosure
Merger agreement §5.09

Deal Protection

No shop covenant

Merger agreement §4.02
Proxy statement disclosure

Break-up fee

$120 mm
Agreement §8.2
Proxy statement disclosure

Fairness Opinion

JP Morgan fairness opinion

Proxy statement disclosure

Goldman Sachs fairness opinion

Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement §5.03
Proxy statement disclosure

Tax Matters

Disclosure

Proxy statement disclosure

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