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EXHIBIT 10.82
As of April 30, 2001
EZCORP, INC.
1901 Capital Parkway
Austin, Texas 78746
Re: Requested Waivers of Sections 2.13(b), 4.3(e) and 4.2 of the Credit
Agreement
Gentlemen:
Reference is hereby made to that certain Amended and Restated Credit
Agreement dated as of December 15, 2000 (as the same has been amended,
supplemented or modified from time to time, the "Credit Agreement"), among
EZCORP, INC., a Delaware corporation (the "Borrower"), each of the Lenders and
Wells Fargo Bank Texas, National Association, as Agent for itself and the other
Lenders and as the Issuing Bank. All capitalized terms used and not otherwise
defined herein shall have their respective meanings as set forth in the Credit
Agreement.
The Borrower has notified the Agent and the Lenders that on March 30,
2001, Net Proceeds from the sale of certain computer equipment in the amount of
$828,883.66 (the "Computer Sales Net Proceeds") were applied to the reduction of
the Tranche B Loan notwithstanding the provisions of Section 2.13(b) of the
Credit Agreement (such application of computer sales of the Net Proceeds to the
Tranche B Loan is hereinafter referred to as the "Computer Sales Tranche B
Application"). The Borrower has requested of the Agent and the Lenders that they
agree with the Borrower (i) to waive the application of Section 2.13(b) of the
Credit Agreement to the Computer Sales Net Proceeds, and (ii) that such Computer
Sales Tranche B Application be permitted to remain (the hereinabove requested
waiver is hereinafter referred to as the "Computer Sales Waiver").
The Borrower has further notified the Agent and the Lenders it was able
to comply with the provisions of Section 4.3(f)(i) of the Credit Agreement to
reduce the outstanding principal balance of the Tranche B Loan to $20,500,000 by
virtue of a drawing of the Tranche A Loan to the extent of $3,289,542.15
thereof. The Borrower has further notified the Agent and the Lenders that during
the month of April, 2001 it closed sales or other dispositions of (i) Real
Property, all the Net Proceeds of which, were applied to the reduction of the
Tranche B Loan as required by the provisions of Section 4.3(e) of the Credit
Agreement in the amount of $1,846,910.15 (the "Realty Net Proceeds") and (ii)
computer equipment, all the Net Proceeds of which were also applied to the
reduction of the Tranche B Loan, notwithstanding the provisions of Section
2.13(b) of the Credit Agreement, in the amount of $1,008,372.41 (the "Computer
Net Proceeds") (the Realty Net Proceeds and the Computer Net Proceeds
aggregating $2,855,282.56 are referred to collectively as the "April Net
Proceeds").
The Borrower has requested of the Agent and the Lenders,
notwithstanding the requirements of Sections 4.3(e) and 2.13(b) of the Credit
Agreement, that the amount of April Net Proceeds be reversed out from having
been applied to the reduction of the Tranche B Loan and instead be applied to
the reduction of the principal balance of the Tranche A Loan (without reducing
the Tranche A Commitment). The Borrower has further requested a waiver of the
requirements of Section 4.2 of the Credit Agreement for the sole purpose of
allowing the voluntary prepayment of the Tranche A Loan requested above by the
amount of April Net Proceeds, notwithstanding such section requiring prepayments
to be in an amount of $1,000,000
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or an integral multiple thereof. The hereinabove requested waivers together with
the Computer Sales Waiver are hereinafter referred to collectively as the
"Requested Waivers".
The Agent and the Lenders hereby grant the Requested Waivers.
The Requested Waivers are effective only to the extent specifically
stated above and are limited as specified herein. Except as expressly stated
herein, the Requested Waivers shall not be construed as a consent to or waiver
of any Default which may now exist or hereafter occur or any violation of any
term, covenant or provision of the Credit Agreement or any other Loan Document.
All rights and remedies of the Lenders and the Agent are hereby expressly
reserved with respect to any Default. The Requested Waivers do not affect or
diminish the right of the Agent and the Lenders to require strict performance by
the Borrower and each Guarantor of each provision of any Loan Document to which
it is a party, except as expressly provided herein. All terms and provisions of,
and all rights and remedies of the Agent and the Lenders under, the Loan
Documents shall continue in full force and effect and are hereby confirmed and
ratified in all respects.
IN ADDITION, TO INDUCE THE AGENT, THE LENDERS AND THE ISSUING BANK TO
AGREE TO THE REQUESTED WAIVERS, BORROWER AND EACH GUARANTOR REPRESENT AND
WARRANT THAT AS OF THE DATE OF THEIR EXECUTION OF THIS LETTER AGREEMENT THERE
ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO THEIR
OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH EACH OF THEM:
(a) WAIVER. WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, DEFENSES
OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE
OF ITS EXECUTION OF THIS LETTER AGREEMENT, AND
(b) RELEASE. RELEASES AND DISCHARGES THE AGENT, THE LENDERS
AND THE ISSUING BANK, AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, SHAREHOLDERS, AFFILIATES AND ATTORNEYS
(COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL OBLIGATIONS,
INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS
WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW
OR EQUITY, WHICH THE BORROWER OR ANY GUARANTOR EVER HAD, NOW HAS,
CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO
THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR
THE TRANSACTIONS CONTEMPLATED THEREBY AND HEREBY.
THIS LETTER AGREEMENT EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG THE
PARTIES HERETO RELATING TO THE REQUESTED WAIVERS SET FORTH HEREIN AND SUPERSEDES
ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS,
WHETHER WRITTEN OR ORAL, RELATING TO THE LIMITED WAIVER SET FORTH HEREIN AND MAY
NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF
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THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.
THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE UNITED STATES
OF AMERICA. This letter agreement may be executed in any number of counterparts
and by different parties on separate counterparts, each of which shall be an
original and all of which taken together shall constitute one and the same
letter agreement. This letter agreement shall not be effective unless and until
the Agent, the Lenders, the Issuing Bank, the Borrower and the Guarantors each
have executed and delivered a counterpart hereof, whereupon this letter
agreement shall be effective as of the date first above written. Signatures
transmitted by facsimile shall be effective as originals.
By executing this letter agreement in the spaces provided below, (a)
the Agent, the Lenders and the Issuing Bank agree to the terms, conditions and
provisions hereof, (b) the Borrower agrees to the terms, conditions and
provisions hereof, and (c) the Guarantors (i) consent and agree to the Requested
Waivers and the other terms, conditions and provisions hereof, and (ii) agree
that the Guaranties and all other Loan Documents to which the Guarantors,
respectively, are a party are, and shall continue to be, in full force and
effect and are hereby confirmed and ratified in all respects.
AGENT AND LENDERS AND ISSUING BANK:
WELLS FARGO BANK TEXAS, NATIONAL
ASSOCIATION, as Agent and as a Lender and as
Issuing Bank
By:
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Name:
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Title:
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BANK ONE, NA (successor by merger to Bank
One, Texas, National Association)
By:
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Name:
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Title:
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GUARANTY BANK (formerly known as Guaranty
Federal Bank, F.S.B.)
By:
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Name:
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Title:
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COMERICA BANK-TEXAS
By:
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Name:
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Title:
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THE CHASE MANHATTAN BANK
(successor by merger to Chase Bank of Texas,
National Association)
By:
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Name:
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Title:
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ACCEPTED AND AGREED TO
as of the date first above written:
BORROWER:
EZCORP, INC.
By:
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Name:
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Title:
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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:
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Name:
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Title:
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TEXAS EZPAWN L.P.
By: TEXAS EZPAWN MANAGEMENT, INC.,
its sole general partner
By:
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Name:
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Title:
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