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EXHIBIT 10.79
EZCORP, INC.
SECOND AMENDMENT TO
CREDIT AGREEMENT
AND WAIVER
AMENDED AS OF MARCH 31, 2000
WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION
AS AGENT
AND
ISSUING BANK
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SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER
THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this
"AMENDMENT") entered into as of March 31, 2000, is among EZCORP, INC., a
Delaware corporation ("BORROWER"), each of the Lenders, and WELLS FARGO BANK
TEXAS, NATIONAL ASSOCIATION (successor by consolidation to Wells Fargo Bank
(Texas), National Association), a national banking association, as Agent for
itself and the other Lenders (in such capacity, together with its successors in
such capacity the "AGENT"), and as the Issuing Bank.
RECITALS:
A. Borrower, Agent, Lenders and Issuing Bank have previously entered
into that certain Credit Agreement dated as of December 10, 1998, as amended by
that certain First Amendment to Credit Agreement dated as of September 29, 1999
(as amended, the "AGREEMENT").
B. Borrower, Agent, Lenders and Issuing Bank now desire to amend the
Agreement to (i) reduce the aggregate Commitment from One Hundred Ten Million
Dollars ($110,000,000) to Eighty-Five Million Dollars ($85,000,000), (ii)
provide collateral to secure the Obligations, (iii) modify certain financial
covenants, (iv) modify the pricing table in Section 2.10 of the Agreement, and
(v) make such other modifications, in each case as hereinafter more
specifically provided.
C. Borrower has advised Agent and Lenders that a Default has occurred
under the Agreement and has requested a waiver thereof. The Required Lenders
desire to grant such waiver as herein provided.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
ARTICLE I
Definitions
Section I.1 Definitions. All capitalized terms not otherwise defined
herein, shall have the same meanings as in the Agreement, as amended hereby.
ARTICLE II
Amendments and Waiver
Section II.1 Recitals. Effective as of the date hereof, the reference
in the recitals to the Agreement to the dollar amount "One Hundred Ten Million
and No/100 Dollars ($110,000,000.00)" is hereby deleted and the reference to
the dollar amount "Eighty-Five Million and No/100 Dollars ($85,000,000.00)" is
inserted in lieu thereof.
Section II.2 Definitions. (a) Effective as of the date hereof, the
definition "Loan Documents" is hereby amended and restated to read as follows:
"Loan Documents" means this Agreement, the Notes, the
Guaranties, the Contribution and Indemnification Agreement, the
Borrower Security Agreement, the Subsidiary Security Agreement, the
Borrower Pledge Agreement, the Subsidiary Pledge
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Agreement, the Real Property Security Documents and all other
promissory notes, security agreements, assignments, deeds of trust,
guaranties, and other instruments, documents, and agreements now or
hereafter executed and delivered pursuant to or in connection with this
Agreement, as such instruments, documents, and agreements may be
amended, modified, renewed, extended, or supplemented from time to
time.
(b) Effective as of the date hereof, the following definitions are
added to Section 1.1 of the Agreement in appropriate alphabetical order:
"Borrower Pledge Agreement" means the Borrower Pledge
Agreement of the Borrower in favor of the Agent for the benefit of the
Lenders in substantially the form of Exhibit "G-1" hereto, as the same
may be amended, supplemented, or modified.
"Borrower Security Agreement" means the Borrower Security
Agreement of the Borrower in favor of the Agent for the benefit of the
Lenders in substantially the form of Exhibit "F-1" hereto, as the same
may be amended, supplemented, or modified.
"Collateral" means the property in which Liens have been
granted to the Agent for the benefit of the Lenders pursuant to the
Borrower Security Agreement, the Borrower Pledge Agreement, the
Subsidiary Security Agreement, the Subsidiary Pledge Agreement, the
Real Property Security Documents, or any other agreement, document, or
instrument executed by the Borrower or a Guarantor in accordance with
Section 8.13, whether such Liens are now existing or hereafter arise.
"Real Property" means the fee owned real property and
interests in fee owned real property of the Borrower and the
Subsidiaries, including without limitation, that fee owned real
property identified on Schedule 1.1(c) attached hereto, and all
improvements and fixtures thereon and all appurtenances thereto,
whether now existing or hereinafter arising.
"Real Property Security Documents" means all deeds of trust,
mortgages and other instruments, documents and agreements executed and
delivered by the Borrower or any Guarantor in favor of the Agent for
the benefit of the Lenders, which creates a Lien on such Person's
interests in the Real Property, as the same may be amended,
supplemented or modified.
"Subsidiary Pledge Agreement" means the Subsidiary Pledge
Agreement of each Guarantor in favor of the Agent for the benefit of
the Lenders in substantially the form of Exhibit "G-2" hereto, as the
same may be amended, supplemented or modified.
"Subsidiary Security Agreement" means the Subsidiary Security
Agreement of each Guarantor in favor of the Agent for the benefit of
the Lenders in substantially the form of Exhibit "F-2" hereto, as the
same may be amended, supplemented, or modified.
Section II.3 Amendment to Pricing Table in Section 2.10. (a) Effective
as of May 15, 2000, the table set forth in Section 2.10 of the Agreement is
hereby amended and restated to read in its entirety as follows:
================================== ======================== ===================== ===================
Leverage Ratio Commitment Eurodollar Base Rate
Fee Margin Margin
---------------------------------- ------------------------ --------------------- -------------------
Greater than or equal to 5.5 to 0.25% 4.50% 2.50%
1.0
---------------------------------- ------------------------ --------------------- -------------------
Greater than or equal to 4.5 to 0.25% 3.75% 1.75%
1.0 but less than 5.5 to 1.0
---------------------------------- ------------------------ --------------------- -------------------
Greater than or equal to 3.5 to 0.25% 3.00% 1.0%
1.0 but less than 4.5 to 1.0
---------------------------------- ------------------------ --------------------- -------------------
Greater than or equal to 3.0 to 0.25% 2.000% 0%
1.0 but less than 3.5 to 1.0
---------------------------------- ------------------------ --------------------- -------------------
Greater than or equal to 2.0 to 0.25% 1.375% 0%
1.0 but less than 3.0 to 1.0
---------------------------------- ------------------------ --------------------- -------------------
Less than 2.0 to 1.0 0.25% 1.00% 0%
================================== ======================== ===================== ===================
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(b) Effective as of the date hereof, the following is added to the end
of Section 2.10 of the Agreement, to read as follows:
Notwithstanding anything contained herein to the contrary, for the
period beginning May 15, 2000 until the next Adjustment Date, the
Commitment Fee, the Eurodollar Margin and the Base Rate Margin shall
automatically be adjusted to the highest applicable percentage set
forth in the grid above.
Section II.4 Mandatory Reduction or Termination of Commitments.
Effective as of the date hereof, the following is added to the end of Section
2.11(b) of the Agreement, to read as follows:
In addition, on the date the Borrower or any Subsidiary receives funds
from mortgages on Real Property, the Commitments shall automatically
be reduced by the amount of such funds received, which amount shall
not be less than 75% of the appraisal value of such Real Property as
determined by the appraisal described in Section 8.13(f) and the
Borrower shall simultaneously prepay the amount by which the unpaid
principal amount of the Advances plus the Letter of Credit Liabilities
exceeds the Commitments (after giving effect to such reduction) plus
accrued and unpaid interest on the principal amount so prepaid.
Section II.5 Further Assurances. Effective as of the date hereof,
Section 8.10 of the Agreement is hereby amended and restated to read in its
entirety as follows:
Section 8.10 Further Assurances. The Borrower will, and will
cause each Subsidiary to, execute and deliver such further agreements
and instruments and take such further action as may be reasonably
requested by the Agent to carry out the provisions and purposes of
this Agreement and the other Loan Documents. Without limiting the
foregoing, upon the creation or acquisition of any Subsidiary or a new
store by a new Subsidiary or by an existing Subsidiary in a new state,
the Borrower shall (a) provide written notice of such event to the
Agent within five (5) Business Days following the date the Borrower
has knowledge thereof, and (b) cause each such domestic Subsidiary to
execute and deliver a Guaranty, a Contribution and Indemnification
Agreement, a Subsidiary Security Agreement, a Subsidiary Pledge
Agreement, Real Property Security Documents and Uniform Commercial
Code financing statements and such other documents required by Section
8.13, each in form and substance satisfactory to the Agent, within
thirty (30) calendar days following the date the Borrower has
knowledge thereof. If any Subsidiary is created or acquired after the
date hereof, the Borrower shall execute and deliver to the Agent (a)
an amendment to this Agreement to amend Schedule 7.14 to this
Agreement (which only needs the signature of the Agent to be effective
if the only change is the addition of the new Subsidiary and (b) any
other documents which would have otherwise been required to be
delivered to the Agent and the Lenders if such Subsidiary had been a
Subsidiary as of March 31, 2000.
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Section II.6 Post-Closing Items; Real Property Security Documents.
Effective as of the date hereof, a new Section 8.13 is hereby added to Article
VIII of to the Agreement to read in its entirety as follows:
Section 8.13 Post-Closing Items; Real Property Security
Documents. The Borrower agrees that it shall, and shall cause each
Significant Subsidiary, to:
(a) Use its best efforts to obtain and deliver to
the Agent on or before August 15, 2000 from each landlord of
each real property leased to the Borrower or any Subsidiary,
waivers or subordinations to the grant by the Borrower and
the Subsidiaries of a Lien to the Agent in the personal
property Collateral located on such leased real property, in
each case in form and substance reasonably satisfactory to
the Agent;
(b) Execute and deliver to the Agent on or before
July 7, 2000 Real Estate Security Documents, all in form and
substance reasonably satisfactory to the Agent, covering each
parcel of the Real Property, with a metes and bounds or other
description of each such parcel attached thereto sufficient
to permit the filing of such Real Property Security Documents
in the applicable real property records;
(c) Deliver to the Agent as soon as available but in
any event on or before June 30, 2000, with respect to each
parcel of the Real Property, a title insurance commitment
issued by a title insurance company selected by the Borrower
and reasonably acceptable to the Agent, and all documentation
evidencing any exceptions to title reflected thereon, all of
which shall be in form and substance reasonably satisfactory
to the Agent;
(d) Deliver to the Agent on or before August 31,
2000, with respect to each parcel of the Real Property, a
survey of such Real Property and certified by a licensed
surveyor selected by the Borrower and reasonably acceptable
to the Agent, in form and substance reasonably satisfactory
to the Agent;
(e) Deliver to the Agent as soon as available but in
any event on or before August 31, 2000, with respect to each
parcel of the Real Property, a phase I environmental report
for such Real Property, prepared by a third party
environmental engineer selected by the Borrower and
reasonably acceptable to the Agent;
(f) Deliver to the Agent as soon as available but in
any event on or before July 31, 2000, with respect to each
parcel of the Real Property, an appraisal for such Real
Property by a licensed appraiser selected by the Agent in
form and substance satisfactory to the Agent;
(g) Deliver to the Agent as soon as available but in
any event on or before September 30, 2000, with respect to
each parcel of the Real Property, a lender's title insurance
policy (together with any required endorsements thereto)
issued by a title insurer selected by the Borrower and
reasonably satisfactory to the Agent in an amount equal to
the fair market value of the underlying property as
determined by the appraisal described in subsection (f)
above; and
(h) Deliver to the Agent as soon as available but in
any event on or before June 15, 2000, certificates of the
appropriate government officials of each state in which
EZPAWN Alabama, Inc. is required to qualify to do business
and where failure to so qualify could reasonably be expected
to have a Material Adverse Effect, all dated after May 1,
2000.
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Section II.7 Debt. Effective as of the date hereof, Section 9.1(c) of
the Agreement is hereby amended and restated to read as follows:
(c) Debt incurred in connection with refinancings secured by
mortgages on Real Property described in Section 2.11(b), provided that
proceeds from such Debt permanently reduce the Commitments pursuant to
Section 2.11(b).
Section II.8 Limitations on Liens. (a) Effective as of the date
hereof, (i) the word "and" appearing as the last word of Section 9.2(d) of the
Agreement is hereby deleted and (ii) Section 9.2(e) of the Agreement is hereby
amended and restated to read in its entirety as follows:
(e) Purchase money Liens securing Permitted Debt described in
Section 9.1(b); provided that, the Debt secured by any such Lien
encumbers only the assets so purchased; and
(b) Effective as of the date hereof, a new Section 9.2(f) is hereby
added to Article IX of the Agreement to read in its entirety as follows:
(f) Liens securing Permitted Debt described in Section
9.1(c); provided that, the Debt secured by any such Lien encumbers
only the Real Property refinanced by such Permitted Debt.
Section II.9 Restricted Payments. Effective as of the date hereof,
Section 9.4 of the Agreement is hereby amended and restated to read as follows:
Section 9.4 Restricted Payments. The Borrower will not
declare or pay any dividends or make any other payment or distribution
(whether in cash, property, or obligations) on account of its capital
stock, or redeem, purchase, retire, or otherwise acquire any of its
capital stock, or permit any of its Subsidiaries to purchase or
otherwise acquire any capital stock of the Borrower or another
Subsidiary, or set apart any money for a sinking or other analogous
fund for any dividend or other distribution on its capital stock or
for any redemption, purchase, retirement, or other acquisition of any
of its capital stock.
Section II.10 Investments. Effective as of the date hereof, Section 9.5
of the Agreement is hereby amended and restated to read as follows:
Section 9.5 Investments. The Borrower will not make, and will
not permit any Subsidiary to make, any advance, loan, extension of
credit, or capital contribution to or investment in, or purchase to
own, or permit any Subsidiary to purchase or own, any stock, bonds,
notes, debentures, or other securities of any Person, except:
(a) loans and investments listed on Schedule 9.5; and
(b) any loans and investments not covered in the
previous section of this Section 9.5 not to exceed One
Million Dollars ($1,000,000) in the aggregate.
Section II.11 Dispositions of Assets. Effective as of the date hereof,
(a) the reference in Section 9.8(d) of the Agreement to the dollar amount
"Fifteen Million Dollars ($15,000,000)" is deleted and the reference to the
dollar amount "Seventeen Million Dollars ($17,000,000)" is inserted in lieu
thereof and (b) the reference in Section 9.8(d) of the Agreement to the date
"September 30, 1998" is deleted and the reference to the date "March 31, 2000"
is inserted in lieu thereof.
Section II.12 Consolidated Net Worth. Effective as of the date hereof,
Section 10.1 of the Agreement is hereby amended and restated in its entirety to
read as follows:
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Section 10.1 Consolidated Net Worth. Beginning with the
Fiscal Quarter ending March 31, 2000, the Borrower will at all times
maintain Consolidated Net Worth in an amount not less than (a) One
Hundred Fifteen Million Dollars ($115,000,000), plus (b) an amount
equal to one hundred percent (100%) of Consolidated Net Income (not
less than zero dollars [$0.00]) for all periods subsequent to the
Fiscal Quarter ending March 31, 2000, plus (c) an amount equal to one
hundred percent (100%) of the Net Proceeds of all equity offerings
(including conversions of debt securities into common stock) of the
Borrower subsequent to March 31, 2000.
Section II.13 Capital Expenditures. Effective as of the date hereof,
Section 10.3 of the Agreement is hereby amended and restated in its entirety to
read as follows:
Section 10.3 Capital Expenditures. Borrower will not permit
the aggregate amount of Capital Expenditures of the Borrower and the
Subsidiaries to exceed (a) Eighteen Million Dollars ($18,000,000)
during the Fiscal Year ending September 30, 2000 and (b) Five Million
Dollars ($5,000,000) during any Fiscal Year thereafter.
Section II.14 Events of Default. Effective as of the date hereof, the
reference in Section 11.1(c) of the Agreement to "Section 8.1" is deleted and
the reference to "Section 8.1, Section 8.13" is inserted in lieu thereof.
Section II.15 Successor Agent. Effective as of the date hereof, a new
paragraph is hereby added to Section 12.7 of the Agreement to read as follows:
In the event that the Agent, for the benefit of itself and
the Lenders, elects or is required to proceed with a foreclosure or
other enforcement of any Lien granted to the Agent for the benefit of
itself and the Lenders, the Agent may, without in any manner limiting
its available remedies, and at the request of the Required Lenders
shall, submit a bid for all Lenders (including itself) in the form of
a credit against the Obligations, and the Agent or its designee, in
the event that the Agent or its designee is the successful bidder at
any such foreclosure sale, shall accept title, for the benefit of
itself and the Lenders, to the Collateral sold at such foreclosure
sale. The Collateral purchased at any such sale held shall be owned by
the Agent, or its designee, for the benefit of the Lenders. All monies
received or collected by the Agent in respect of the Collateral in
connection with a foreclosure sale, or any other disposition of the
Collateral, shall be paid to the Lenders pro-rata consistent with
Section 4.4 hereof.
Section II.16 Amendments. Effective as of the date hereof, (i) the
word "and" appearing as the last word of Section 13.10(f) of the Agreement is
hereby deleted, (ii) the period appearing at the end of Section 13.10(g) is
hereby amended to be a semi-colon followed by the word "and," and (iii) a new
Section 13.10(h) is hereby added to the Agreement to read: "(h) release any
Collateral securing the Obligations except in accordance with and as
contemplated by the Loan Documents."
Section II.17 Reduction of Commitment. Effective as of the date hereof
the aggregate Commitment is hereby reduced from One Hundred Ten Million Dollars
($110,000,000) to Eight-Five Million Dollars ($85,000,000), and accordingly
Schedule 1.1(a) to the Agreement is hereby amended to read in the form attached
hereto as Schedule 1.1(a).
Section II.18 Exhibits "F-1", "F-2", "G-1" and "G-2" and Schedules 9.1
and 9.5 to the Agreement. Effective as of the date hereof, all references in
the Agreement to "Exhibit 'F-1'", "Exhibit 'F-2'", "Exhibit 'G-1'", "Exhibit
'G-2'", "Schedule 9.1" and "Schedule 9.5" are deemed to refer to the Exhibit
"F-1", Exhibit "F-2", Exhibit "G-1", Exhibit "G-2", Schedule 9.1 and Schedule
9.5 attached hereto.
Section II.19 Waiver. The Borrower has advised the Agent, the Issuing
Bank and the Lenders that (a) a violation of the Leverage Ratio covenant
contained in Section 10.2 of the Agreement occurred
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during the Fiscal Quarter ended March 31, 2000, and (b) a violation of the Fixed
Charge Coverage Ratio covenant contained in Section 10.5 of the Agreement
occurred during the Fiscal Quarter ended March 31, 2000 (collectively, the
"COVENANT DEFAULTS"). Effective as of the date hereof, the Required Lenders
hereby waive the Covenant Defaults.
ARTICLE III
Conditions Precedent
Section III.1 Condition. The effectiveness of this Amendment is subject
to the satisfaction of the following conditions precedent:
(a) Agent shall have received all of the following, each
dated (unless otherwise indicated) the date of this Amendment, in form
and substance satisfactory to the Agent:
(i) This Amendment executed by the Borrower, the
Agent, the Issuing Bank and the Required Lenders and consented
to by the Guarantors.
(ii) The Borrower Security Agreement (herein so
called) in the form attached hereto as Exhibit "F-1" executed
by the Borrower.
(iii) The Subsidiary Security Agreement (herein so
called) in the form attached hereto as Exhibit "F-2" executed
by the Guarantors.
(iv) The Borrower Pledge Agreement (herein so called)
in the form attached hereto as Exhibit "G-1" executed by the
Borrower.
(v) The Subsidiary Pledge Agreement (herein so called)
in the form attached hereto as Exhibit "G-2" executed by the
Guarantors.
(vi) UCC-1 Financing Statements (the "FINANCING
STATEMENTS") executed by the Borrower and the Guarantors in
connection with the Borrower Security Agreement, the
Subsidiary Security Agreement, the Borrower Pledge Agreement
and the Subsidiary Pledge Agreement.
(vii) Resolutions of the Board of Directors of Borrower
certified by its secretary or assistant secretary which
authorizes the execution, delivery and performance by
Borrower of this Amendment, the Borrower Security Agreement,
the Borrower Pledge Agreement, the Financing Statements and
the other Loan Documents executed in connection herewith.
(viii) A certificate of incumbency certified by the
secretary or the assistant secretary of Borrower certifying
the names of the officers thereof authorized to sign this
Amendment, the Borrower Security Agreement, the Borrower
Pledge Agreement, the Financing Statements and the other Loan
Documents together with specimen signatures of such officers.
(ix) Resolutions of the Board of Directors of each of
the Guarantors certified by its secretary or assistant
secretary which authorize the execution, delivery and
performance by each of the Guarantors of this Amendment, the
Subsidiary Security Agreement, the Subsidiary Pledge
Agreement, the Financing Statements and the other Loan
Documents executed in connection herewith.
(x) A certificate of incumbency certified by the
secretary or the assistant secretary of each Guarantor
certifying the names of the officers thereof authorized to
sign this Amendment, the Subsidiary Security Agreement, the
Subsidiary Pledge Agreement,
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the Financing Statements and the other Loan Documents together
with specimen signatures of such officers.
(xi) A bring down certificate of the Secretary or
Assistant Secretary of the Borrower and each Guarantor
certifying that the Articles of Incorporation (or Partnership
Agreement) and Bylaws have not been modified in any respect
from the copies thereof previously provided to the Agent and
the Lenders in connection with the Credit Agreement dated as
of December 10, 1998 among the Borrower, the Agent, the
Issuing Bank and the Lenders.
(xii) Certificates of the appropriate government
officials of the state of incorporation of the Borrower and
each Guarantor (and state of formation as to Texas EZPAWN
L.P. ("TELP")) as to the existence and good standing of the
Borrower and each Guarantor and certificates of the
appropriate government officials of each state in which the
Borrower and each Guarantor is required to qualify to do
business and where failure to so qualify could reasonably be
expected to have a Material Adverse Effect, all dated within
ten (10) days of May 15, 2000.
(xiii) A favorable opinion of Sheinfeld, Maley & Kay,
P.C., legal counsel to the Borrower and each Guarantor
satisfactory to the Agent as to such matters as the Agent may
reasonably request.
(b) No Default. No Default (other than the Covenant Defaults)
shall have occurred and be continuing.
(c) Representations and Warranties. All of the
representations and warranties contained in Article VII of the
Agreement, as amended hereby and in the other Loan Documents shall be
true and correct on and as of the date of this Amendment with the same
force and effect as if such representations and warranties had been
made on and as of such date, except to the extent such representations
and warranties speak to a specific date.
(d) Waiver and Amendment Fee. Borrower shall have paid to the
Agent for the account of the Lenders executing this Amendment a waiver
of default and amendment fee in an amount equal to 0.10% of such
Lender's Commitment as reduced by Section 2.17 of this Amendment.
ARTICLE IV
Ratifications, Representations and Warranties
Section IV.1 Ratifications. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Agreement and except as expressly modified and superseded by this
Amendment, the terms and provisions of the Agreement and the other Loan
Documents are ratified and confirmed and shall continue in full force and
effect. Borrower, Required Lenders, Issuing Bank and Agent agree that the
Agreement as amended hereby and the other Loan Documents shall continue to be
legal, valid, binding and enforceable in accordance with their respective
terms.
Section IV.2 Representations and Warranties. Borrower hereby
represents and warrants to Lenders, Agent and Issuing Bank that (i) the
execution, delivery and performance of this Amendment and any and all other
Loan Documents executed and/or delivered in connection herewith have been
authorized by all requisite corporate action on the part of Borrower and will
not violate the articles of incorporation or bylaws of Borrower, (ii) the
representations and warranties contained in the Agreement, as amended hereby,
and any other Loan Document are true and correct on and as of the date hereof
as though made on and as of the date hereof, except to the extent such
representations and warranties speak to a specific date, (iii) no Event of
Default (other than the Covenant Defaults) has occurred and is continuing and
no event or condition has occurred that with the giving of notice or lapse of
time or both
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would be an Event of Default, (iv) Borrower is in full compliance with all
covenants and agreements contained in the Agreement as amended hereby, (v) the
Borrower has no Subsidiaries other than those listed on Schedule 7.14 to the
Agreement. All of the outstanding capital stock of each corporate Subsidiary has
been validly issued, is fully paid and is nonassessable.
ARTICLE V
Miscellaneous
Section V.1 Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Loan
Document including any Loan Document furnished in connection with this
Amendment shall survive the execution and delivery of this Amendment and the
other Loan Documents, and no investigation by Lenders, Agent or Issuing Bank or
any closing shall affect the representations and warranties or the right of
Lenders or Agent or Issuing Bank to rely upon them.
Section V.2 Reference to Agreement. Each of the Loan Documents,
including the Agreement and any and all other agreements, documents, or
instruments now or hereafter executed and delivered pursuant to the terms
hereof or pursuant to the terms of the Agreement as amended hereby, are hereby
amended so that any reference in such Loan Documents to the Agreement shall
mean a reference to the Agreement as amended hereby.
Section V.3 Severability. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
Section V.4 Applicable Law. This Amendment and all other Loan
Documents executed pursuant hereto shall be deemed to have been made and to be
performable in Austin, Travis County, Texas and shall be governed by and
construed in accordance with the laws of the State of Texas.
Section V.5 Successors and Assigns. This Amendment is binding upon and
shall inure to the benefit of Lenders, Agent, Issuing Bank and Borrower and
their respective successors and assigns, except Borrower may not assign or
transfer any of its rights or obligations hereunder without the prior written
consent of Banks.
Section V.6 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. Signatures transmitted by facsimile shall be effective as
originals.
Section V.7 ENTIRE AGREEMENT. THIS AMENDMENT AND ALL OTHER
INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH
THIS AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY
NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO
ORAL AGREEMENTS AMONG THE PARTIES HERETO.
[Remainder of Page Intentionally Left Blank]
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Executed as of the date first written above.
BORROWER:
EZCORP, INC.
By:
------------------------------------------
Daniel N. Tonissen
Chief Financial Officer
Address for Notices:
1901 Capital Parkway
Austin, TX 78746
Fax No.: (512) 314-3402
Telephone No.: (512) 329-5233
Attention: Dan Tonissen
Chief Financial Officer
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AGENT AND ISSUING BANK:
WELLS FARGO BANK TEXAS, NATIONAL
ASSOCIATION
By:
-------------------------------------
Keith Smith
Vice President
Address for Notices:
111 Congress Avenue, Suite 300
Austin, TX 78701
Fax No.: (512) 344-7318
Telephone No.: (512) 344-7011
Attention: Keith Smith
LENDERS:
WELLS FARGO BANK TEXAS, NATIONAL
ASSOCIATION
By:
-------------------------------------
Keith Smith
Vice President
Address for Notices:
111 Congress Avenue, Suite 300
Austin, TX 78701
Fax No.: (512) 344-7318
Telephone No.: (512) 344-7011
Attention: Keith Smith
Lending Office for Prime Rate Advances
and Eurodollar Advances
111 Congress Avenue
Austin, Texas 78701
13
BANK ONE, TEXAS, NATIONAL ASSOCIATION
By:
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Name:
-----------------------------
Title:
----------------------------
Address for Notices:
221 W. Sixth Street, Suite 219
Austin, TX 78701
Fax No.: (512) 479-5720
Telephone No.: (512) 479-5783
Attention: Chris Calvert
Lending Office for Prime Rate Advances
and Eurodollar Advances
221 W. Sixth Street, Suite 219
Austin, Texas 78701
14
GUARANTY FEDERAL BANK, F.S.B.
By:
-------------------------------------
Name:
-----------------------------
Title:
----------------------------
Address for Notices:
301 Congress, Suite 1500
Austin, TX 78701
Attention: Chris Harkrider
Fax No.: (512) 320-1041
Telephone No.: (512) 320-1205
Lending Office for Prime Rate Advances
and Eurodollar Advances
8333 Douglas Avenue
Dallas, TX 75255
15
COMERICA BANK-TEXAS
By:
-------------------------------------
Name:
-----------------------------
Title:
----------------------------
Address for Notices:
P.O. Box 2727
Austin, Texas 78768
Fax No.: (512) 427-7120
Telephone No.: (512) 427-7121
Attention: Mark Hensley
and
1601 West Elm Street
Thanksgiving Tower, 4th Floor
P.O. Box 650282
Dallas, Texas 75265-0282
Telephone No.: (214) 969-6472
Attention: Gary Orr, Chief Credit Officer
Lending Office for Prime Rate Advances
and Eurodollar Advances
804 Congress Avenue
Suite 320
Austin, Texas 78701
16
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By:
-------------------------------------
Name:
-----------------------------
Title:
----------------------------
Address for Notices
700 Lavaca, 2nd Floor
Austin, Texas 78701
Fax No.: (512) 479-2814
Telephone No.: (512) 479-2244
Attention: Blake Beavers
Lending Office for Prime Rate Advances
and Eurodollar Advances
700 Lavaca, 2nd Floor
Austin, Texas 78701
17
Guarantors hereby consent and agree to this Amendment and agree that
each Guaranty shall remain in full force and effect and shall continue to (i)
guarantee the Obligations, and (ii) be the legal, valid and binding obligation
of Guarantors enforceable against Guarantors in accordance with their
respective terms.
GUARANTORS:
EZPAWN ALABAMA, INC.
EZPAWN ARKANSAS, INC.
EZPAWN COLORADO, INC.
EZPAWN FLORIDA, INC.
EZPAWN GEORGIA, INC.
EZPAWN HOLDINGS, INC.
EZPAWN INDIANA, INC.
EZPAWN LOUISIANA, INC.
EZPAWN NEVADA, INC.
EZPAWN NORTH CAROLINA, INC.
EZPAWN OKLAHOMA, INC.
EZPAWN TENNESSEE, INC.
TEXAS EZPAWN MANAGEMENT, INC.
EZ CAR SALES, INC.
EZPAWN CONSTRUCTION, INC.
EZPAWN KANSAS, INC.
EZPAWN KENTUCKY, INC.
EZPAWN MISSOURI, INC.
EZPAWN SOUTH CAROLINA, INC.
EZCORP INTERNATIONAL, INC.
EZ MONEY NORTH CAROLINA, INC.
By:
---------------------------------------
Daniel N. Tonissen
Senior Vice President
TEXAS EZPAWN L.P.
By: TEXAS EZPAWN MANAGEMENT, INC.,
its sole general partner
By:
--------------------------
Daniel N. Tonissen
Senior Vice President