COMMITMENT INCREASE AGREEMENT

EX-10.1 2 d54700exv10w1.htm COMMITMENT INCREASE AGREEMENT exv10w1
 

Exhibit 10.1
COMMITMENT INCREASE AGREEMENT
     This Commitment Increase Agreement (this “Agreement”) dated as of February 29, 2008, is entered into among Cash America International, Inc., a Texas corporation (the "Borrower”), Wells Fargo Bank, National Association, in its capacity as a Lender (“Wells Fargo”), JPMorgan Chase Bank, N.A., in its capacity as a Lender (“Chase”), U.S. Bank National Association, in its capacity as a Lender (“U.S. Bank”), KeyBank National Association, in its capacity as a Lender (“KeyBank”), Union Bank of California, N.A., in its capacity as a Lender (“Union Bank”), The Huntington National Bank, in its capacity as a Lender (“Huntington”), First Tennessee Bank National Association, in its capacity as a Lender (“First Tennessee”), Bank of Texas, N.A., in its capacity as a Lender (“Bank of Texas”), Texas Capital Bank, N.A., in its capacity as a Lender (“Texas Capital”), (Wells Fargo, Chase, U.S. Bank, KeyBank, Union Bank, Huntington, First Tennessee, Bank of Texas and Texas Capital are hereafter sometimes referred to collectively as the “Increasing Lenders”), and Wells Fargo Bank, National Association, in its capacity as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement (as defined below).
PRELIMINARY STATEMENTS
     Reference is made to that certain Credit Agreement dated as February 24, 2005, by and among the Borrower, the Administrative Agent, and the Lenders that are parties thereto (as amended, modified, supplemented or restated, the “Credit Agreement”).
     Pursuant to Section 2.14 of the Credit Agreement, the Borrower has requested an increase in the Aggregate Revolving Commitments from $250,000,000 to $300,000,000. Such increase in the Aggregate Revolving Commitments is to become effective on February 29, 2008 (the "Increase Effective Date”), subject to satisfaction of the conditions to effectiveness set forth in Section 4 of this Agreement. In connection with such requested increase in the Aggregate Revolving Commitments, the Borrower, the Administrative Agent and the Increasing Lenders hereby agree as follows:
AGREEMENT
     1. AGGREGATE COMMITMENTS INCREASE. On the Increase Effective Date and subject to the satisfaction of the conditions to effectiveness set forth in Section 4 of this Agreement, (a) Wells Fargo agrees to increase its Revolving Commitment to $54,000,000, (b) Chase agrees to increase its Revolving Commitment to $48,000,000, (c) U.S. Bank agrees to increase its Revolving Commitment to $36,000,000, (d) KeyBank agrees to increase its Revolving Commitment to $36,000,000, (e) Union Bank agrees to increase its Revolving Commitment to $36,000,000, (f) Huntington agrees to increase its Revolving Commitment to $30,000,000, (g) First Tennessee agrees to increase its Revolving Commitment to $18,000,000, (h) Bank of Texas agrees to increase its Revolving Commitment to $15,000,000, and (i) Texas Capital agrees to increase its Revolving Commitment to $12,000,000.
     2. SCHEDULE 2.01. As of the Increase Effective Date and subject to the satisfaction of the conditions to effectiveness set forth in Section 4 of this Agreement,

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Schedule 2.01 to the Credit Agreement shall be replaced by the form of Schedule 2.01 to this Agreement.
     3. REPRESENTATIONS AND WARRANTIES. By its execution and delivery hereof, the Borrower represents and warrants that, as of the Increase Effective Date, and after giving effect to the increase in the Aggregate Revolving Commitments provided for in this Agreement:
     (a) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that the representations contained in Section 5.05(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnish pursuant to Section 6.01(a) of the Credit Agreement;
     (b) no event has occurred and is continuing which constitutes a Default;
     (c) (i) the Borrower has full power and authority to execute and deliver this Agreement and the Revolving Loan Note payable to the order of each Increasing Lender in the amount of each such Increasing Lender’s Revolving Commitment as increased pursuant to this Agreement (collectively, the “Replacement Notes”), (ii) this Agreement and the Replacement Notes have been duly executed and delivered by the Borrower and (iii) this Agreement, the Replacement Notes, and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
     (d) neither the execution, delivery and performance by the Borrower of this Agreement, the Replacement Notes, or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will violate any Law or violate or conflict with any Organization Document of the Borrower or any indenture, agreement or other instrument to which the Borrower or any of it property is subject; and
     (e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this Agreement or the Replacement Notes or (ii) the acknowledgement by each Guarantor of this Agreement.
     4. CONDITIONS TO EFFECTIVENESS. This Agreement shall be effective on the Increase Effective Date, subject to the satisfaction or completion of the following:
     (a) the Administrative Agent shall have received counterparts of this Agreement executed by the Increasing Lenders;

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     (b) the Administrative Agent shall have received counterparts of this Agreement executed by the Borrower and acknowledged by each Guarantor;
     (c) the Administrative Agent shall have received a Certificate from a Responsible Officer of each Loan Party certifying and attaching the resolutions of the Board of Directors (or similar governing body) of such Loan Party authorizing and approving the increase in the Aggregate Revolving Commitments provided for in this Agreement and the execution, delivery and performance of this Agreement or the acknowledgement of this Agreement, as the case may be;
     (d) the Administrative Agent shall have received from the Borrower in immediately available funds fees for the account of each Increasing Lender in an amount equal to the product of (i) 0.20% and (ii) the amount of the increase of each such Increasing Lender’s Revolving Commitment; and
     (e) the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall require.
     5. PREPAYMENT. On the Increase Effective Date and subject to the satisfaction of the conditions to effectiveness set forth in Section 4 of this Agreement, each Lender shall, to the extent necessary as set forth in Section 2.14(e) of the Credit Agreement, make a payment to the Administrative Agent in an amount sufficient, upon the application of such payments by all Lenders to the outstanding Revolving Loans held by the Lenders, to cause the principal amount of Revolving Loans made by each Lender to be in the amount of its Pro Rata Share (after giving effect to the increase in the Aggregate Revolving Commitments in accordance with this Agreement) of all outstanding Revolving Loans. If, as a result of the repayment of Revolving Loans provided for in this Section 5, any payment of Eurodollar Rate Loans occurs on a day which is not the last day of the applicable Interest Period, the Borrower will pay to the Administrative Agent for the benefit of any Lender holding a Eurodollar Rate Loan any loss or cost incurred by such Lender resulting therefrom in accordance with Section 3.05 of the Credit Agreement. Upon the Increase Effective Date and the making of the payments described in this Section 5, each Increasing Lender shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, an undivided participation in all outstanding Swing Line Loans and L/C Obligations in accordance with its Pro Rata Share (after giving effect to the increase in the Aggregate Revolving Commitments in accordance with this Agreement).
     6. GUARANTOR’S ACKNOWLEDGMENT. By signing below, each Guarantor (a) acknowledges, consents and agrees to the execution, delivery and performance by the Borrower of this Agreement, (b) acknowledges and agrees that its obligations in respect of its Guaranty (i) are not released, diminished, waived, modified, impaired or affected in any manner by this Agreement or any of the provisions contemplated herein and (ii) cover the Aggregate Revolving Commitments as increased by this Agreement, (c) ratifies and confirms its obligations under its Guaranty, and (d) acknowledges and agrees that it has no claims or offsets against, or defenses or counterclaims to, its Guaranty.

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     7. REFERENCE TO THE CREDIT AGREEMENT.
     (a) Upon the effectiveness of this Agreement, each reference in the Credit Agreement to “this Agreement”, “hereunder”, or words of like import shall mean and be a reference to the Credit Agreement, as modified hereby. This Agreement shall be a Loan Document.
     (b) The Credit Agreement, as modified herein, shall remain in full force and effect and is hereby ratified and confirmed.
     8. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay promptly after demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Agreement and the other instruments and documents to be delivered hereunder (including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto).
     9. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. For purposes of this Agreement, a counterpart hereof (or signature page thereto) signed and transmitted by any Person party hereto to the Administrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to be treated as an original. The signature of such Person thereon, for purposes hereof, is to be considered as an original signature, and the counterpart (or signature page thereto) so transmitted is to be considered to have the same binding effect as an original signature on an original document.
     10. GOVERNING LAW; BINDING EFFECT. This Agreement shall be deemed to be a contract made under and governed by and continued in accordance with the internal laws of the State of Texas applicable to agreements made and to be performed entirely within such state, provided that each party shall retain all rights arising under federal law. This Agreement shall be binding upon the parties hereto and their respective successors and assigns.
     11. HEADINGS. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.
     12. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS, INCLUDING THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date above written.
         
  CASH AMERICA INTERNATIONAL, INC., as Borrower
 
 
  By:   /s/ Austin D. Nettle    
    Name:   Austin D. Nettle   
    Title:   Vice President and Treasurer   
 
         
  WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent, L/C Issuer, Swing Line Lender
and as a Lender
 
 
  By:   /s/ Jeffrey D. Bundy    
    Name:   Jeffrey D. Bundy   
    Title:   Vice President   
 
         
  JPMORGAN CHASE BANK, N.A., as a Lender
 
 
  By:   /s/ Jennifer Baggs    
    Name:   Jennifer Baggs   
    Title:   Vice President   
 
         
  U. S. BANK NATIONAL ASSOCIATION, as a Lender
 
 
  By:   /s/ Kevin S. McFadden    
    Name:   Kevin S. McFadden   
    Title:   Vice President   
 
         
  KEYBANK NATIONAL ASSOCIATION, as a Lender
 
 
  By:   /s/ David A. Wild    
    Name:   David A. Wild   
    Title:   Vice President   
 
Commitment Increase Agreement – Signature Page

 


 

         
  UNION BANK OF CALIFORNIA, N.A., as a Lender
 
 
  By:   /s/ Sarah Daniel    
    Name:   Sarah Daniel   
    Title:   Vice President   
 
         
  THE HUNTINGTON NATIONAL BANK, as a Lender
 
 
  By:   /s/ Cheryl L. Kazon    
    Name:   Cheryl L. Kazon   
    Title:   Assistant Vice President   
 
         
  FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as a Lender
 
 
  By:   /s/ Stephen R. Deaton    
    Name:   Stephen R. Deaton   
    Title:   Senior Vice President   
 
         
  BANK OF TEXAS, N.A., as a Lender
 
 
  By:   /s/ Alan Morris    
    Name:   Alan Morris   
    Title:   Vice President   
 
         
  TEXAS CAPITAL BANK, N.A., as a Lender
 
 
  By:   /s/ Barry Kromann    
    Name:   Barry Kromann   
    Title:   Executive Vice President   
 
Commitment Increase Agreement – Signature Page

 


 

     
 
  ACKNOWLEDGED AND AGREED TO:
 
   
 
  BRONCO PAWN & GUN, INC.
 
  CASH AMERICA ADVANCE, INC.
 
  CASH AMERICA FINANCIAL SERVICES, INC.
 
  CASH AMERICA FRANCHISING, INC.
 
  CASH AMERICA HOLDING, INC.
 
  CASH AMERICA, INC.
 
  CASH AMERICA, INC. OF ALABAMA
 
  CASH AMERICA, INC. OF ALASKA
 
  CASH AMERICA, INC. OF ILLINOIS
 
  CASH AMERICA, INC. OF INDIANA
 
  CASH AMERICA, INC. OF KENTUCKY
 
  CASH AMERICA, INC. OF LOUISIANA
 
  CASH AMERICA OF MISSOURI, INC.
 
  CASH AMERICA, INC. OF NEVADA
 
  CASH AMERICA, INC. OF NORTH CAROLINA
 
  CASH AMERICA, INC. OF OKLAHOMA
 
  CASH AMERICA, INC. OF SOUTH CAROLINA
 
  CASH AMERICA, INC. OF TENNESSEE
 
  CASH AMERICA, INC. OF UTAH
 
  CASH AMERICA, INC. OF VIRGINIA
 
  CASH AMERICA MANAGEMENT L.P.,
    by its general partner, CASH AMERICA HOLDING, INC.
 
  CASH AMERICA PAWN L.P.,
    by its general partner, CASH AMERICA HOLDING, INC.
 
  CASH AMERICA PAWN, INC. OF OHIO
 
  CASHLAND FINANCIAL SERVICES, INC.
 
  DOC HOLLIDAY’S PAWNBROKERS & JEWELLERS, INC.
 
  EXPRESS CASH INTERNATIONAL CORPORATION
 
  FLORIDA CASH AMERICA, INC.
 
  GAMECOCK PAWN & GUN, INC.
 
  GEORGIA CASH AMERICA, INC.
 
  HORNET PAWN & GUN, INC.
 
  LONGHORN PAWN AND GUN, INC.
 
  MR. PAYROLL CORPORATION
 
  RATI HOLDING, INC.
 
  TIGER PAWN & GUN, INC.
 
  UPTOWN CITY PAWNERS, INC.
 
  VINCENT’S JEWELERS AND LOAN, INC.
         
     
  By:   /s/ Austin D. Nettle    
    Austin D. Nettle   
    Vice President and Treasurer   
 

 


 

     
 
  CASH AMERICA NET OF ALABAMA, LLC
 
  CASH AMERICA NET OF ALASKA, LLC
 
  CASH AMERICA NET OF ARIZONA, LLC
 
  CASH AMERICA NET OF CALIFORNIA, LLC
 
  CASH AMERICA NET OF COLORADO, LLC
 
  CASH AMERICA NET OF DELAWARE, LLC
 
  CASH AMERICA NET OF FLORIDA, LLC
 
  CASH AMERICA NET OF HAWAII, LLC
 
  CASH AMERICA NET OF IDAHO, LLC
 
  CASH AMERICA NET OF ILLINOIS, LLC
 
  CASH AMERICA NET OF INDIANA, LLC
 
  CASH AMERICA NET OF IOWA, LLC
 
  CASH AMERICA NET OF KANSAS, LLC
 
  CASH AMERICA NET OF LOUISIANA, LLC
 
  CASH AMERICA NET OF MICHIGAN, LLC
 
  CASH AMERICA NET OF MINNESOTA, LLC
 
  CASH AMERICA NET OF MISSOURI, LLC
 
  CASH AMERICA NET OF MONTANA, LLC
 
  CASH AMERICA NET OF NEBRASKA, LLC
 
  CASH AMERICA NET OF NEVADA, LLC
 
  CASH AMERICA NET OF NEW HAMPSHIRE, LLC
 
  CASH AMERICA NET OF NEW MEXICO, LLC
 
  CASH AMERICA NET OF NORTH DAKOTA, LLC
 
  CASH AMERICA NET OF OHIO, LLC
 
  CASH AMERICA NET OF OKLAHOMA, LLC
 
  CASH AMERICA NET OF OREGON, LLC
 
  CASH AMERICA NET OF PA, LLC
 
  CASH AMERICA NET OF PENNSYLVANIA, LLC
 
  CASH AMERICA NET OF RHODE ISLAND, LLC
 
  CASH AMERICA NET OF SOUTH DAKOTA, LLC
 
  CASH AMERICA NET OF TEXAS, LLC
 
  CASH AMERICA NET OF UTAH, LLC
 
  CASH AMERICA NET OF VIRGINIA, LLC,
 
  CASH AMERICA NET OF WASHINGTON, LLC
 
  CASH AMERICA NET OF WISCONSIN, LLC
 
  CASH AMERICA NET OF WYOMING, LLC
 
  CASHNETUSA CO, LLC
 
  CASHNETUSA OR, LLC
 
  THE CHECK GIANT NM, LLC,
 
  CASH AMERICA NET OF MISSISSIPPI, LLC
 
  CASHNET CSO OF MARYLAND, LLC
 
  CASHEURONET UK, LLC
 
  CASH AMERICA NET OF KENTUCKY, LLC
by their Manager, CASH AMERICA NET HOLDINGS, LLC
         
     
  By:   /s/ Austin D. Nettle    
    Austin D. Nettle   
    Vice President and Treasurer   
 
Commitment Increase Agreement – Signature Page

 


 

         
  CASH AMERICA NET HOLDINGS, LLC
 
 
  By:   /s/ Austin D. Nettle    
    Austin D. Nettle   
    Vice President and Treasurer   
 
         
  CASH AMERICA, INC. OF COLORADO
 
 
  By:   /s/ David J. Clay    
    David J. Clay   
    Treasurer   
 
Commitment Increase Agreement – Signature Page

 


 

SCHEDULE 2.01
REVOLVING COMMITMENTS
AND PRO RATA SHARES
                 
Lender   Commitment     Pro Rata Share  
 
               
Wells Fargo Bank, National Association
  $ 54,000,000       18.000000000 %
 
               
JPMorgan Chase Bank, N.A.
  $ 48,000,000       16.000000000 %
 
               
U.S. Bank National Association
  $ 36,000,000       12.000000000 %
 
               
KeyBank National Association
  $ 36,000,000       12.000000000 %
 
               
Union Bank of California, N.A.
  $ 36,000,000       12.000000000 %
 
               
The Huntington National Bank
  $ 30,000,000       10.000000000 %
 
               
First Tennessee Bank National Association
  $ 18,000,000       6.000000000 %
 
               
Amegy Bank National Association
  $ 15,000,000       5.000000000 %
 
               
Bank of Texas, N.A.
  $ 15,000,000       5.000000000 %
 
               
Texas Capital Bank, N.A.
  $ 12,000,000       4.000000000 %
 
           
 
               
Total
  $ 300,000,000.00       100.000000000 %
 
           
Schedule 2.01