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EXHIBIT 10.83
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of
May 1, 2001 is among EZCORP, INC., a Delaware corporation ("Borrower"), each of
the Lenders party to the Agreement referred to below, and 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:
Borrower, Agent, Lenders and Issuing Bank have previously entered into
that certain Amended and Restated Credit Agreement dated as of December 15, 2000
(the "Agreement").
Borrower, Agent, Lenders and Issuing Bank now desire to amend the
Agreement to provide that the Net Proceeds from the sales of computer equipment
be applied pursuant to Section 4.3(e) of the Agreement as hereinafter more
specifically provided.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
ARTICLE I
Definitions
1.1 Definitions. All capitalized terms not otherwise defined herein,
shall have the same meanings as in the Agreement, as amended hereby.
ARTICLE II
Amendment
2.1 Amendment to Section 4.3(e). Effective as of the date hereof,
Section 4.3(e) of the Agreement is amended and restated to read in its entirety
as follows:
"(e) Upon (i) the sale, sale/lease back, liquidation or other
disposition of any Real Property or computer equipment by the Borrower
or any Subsidiary, (ii) the receipt by the Borrower or any Subsidiary
of any federal or state income tax refunds, (iii) the collection of
notes receivable by the Borrower or any Subsidiary, (iv) the sale or
other disposition of certain store locations (including sales of Real
Property and operating business, but excluding liquidating sales of
Inventory and pawn loans and Pay-Day Advance Loans of the Borrower or
any Subsidiary) by the Borrower or any Subsidiary permitted by Section
9.8(e), or the sale, transfer or other disposition of the Borrower's or
any Subsidiary's stock or other equity interest in Albemarle & Bond
Holdings PLC, the Borrower shall promptly prepay the Advances by an
amount equal to the Net Proceeds of any such sales or dispositions, the
amount of such tax refund or the amount of such collection or notes, as
applicable. Any such mandatory prepayments shall be
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applied first to the Tranche B Loan, then to the Tranche C Loan, then
to the Swing Loan Advances, then to Letter of Credit Disbursements for
which the Issuing Bank has not been reimbursed by the Borrower, then to
Tranche A Advances, and then to the remaining Letter of Credit
Liabilities. Any prepayments hereunder shall be accompanied with
accrued and unpaid interest on the amount prepaid to the date of
prepayment."
ARTICLE III
Ratifications, Representations and Warranties
3.1 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,
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.
3.2 Representations and Warranties. Borrower hereby represents and
warrants to the 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 Default has occurred and is continuing, and (iv)
Borrower is in full compliance with all covenants and agreements contained in
the Agreement as amended hereby.
ARTICLE IV
Miscellaneous
4.1 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 the Lenders, Agent or Issuing Bank or any closing shall affect
the representations and warranties or the right of the Lenders, Agent or Issuing
Bank to rely upon them.
4.2 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.
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4.3 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.
4.4 Applicable Law. This Amendment and all other Loan Documents
executed pursuant hereto shall be deemed to have been made and to be performable
in Travis County, Texas and shall be governed by and construed in accordance
with the laws of the State of Texas.
4.5 Successors and Assigns. This Amendment is binding upon and shall
inure to the benefit of the 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
the Lenders.
4.6 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.
4.7 ENTIRE AGREEMENT. THIS AMENDMENT AND ALL OTHER INSTRUMENTS,
DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS
AMENDMENT REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO 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 UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES HERETO.
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Executed as of the date first written above.
BORROWER:
EZCORP, INC.
By:
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Name:
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Title:
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AGENT, ISSUING BANK AND LENDER:
WELLS FARGO BANK TEXAS, NATIONAL
ASSOCIATION
By:
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Larry Clayton
Vice President
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OTHER LENDERS:
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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Obligated Parties Consent
Each of the undersigned Obligated Parties (i) consent and agree to this
Amendment; and (ii) agree that the Loan Documents to which it is a party shall
remain in full force and effect and shall continue to be the legal, valid and
binding obligation of such Obligated Party enforceable against it in accordance
with their respective terms.
OBLIGATED PARTIES:
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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