FIRST AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.25
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this Amendment), dated as of November 29, 2011, is by and among CASH AMERICA INTERNATIONAL, INC., a Texas corporation (the Borrower), the Domestic Subsidiaries of the Borrower party hereto (collectively, the Guarantors), the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the Administrative Agent). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
W I T N E S S E T H
WHEREAS, the Borrower, the Guarantors, certain banks and financial institutions from time to time party thereto (the Lenders) and the Administrative Agent are parties to that certain Credit Agreement dated as of March 30, 2011 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the Credit Agreement);
WHEREAS, the Credit Parties have requested that the Required Lenders amend certain provisions of the Credit Agreement; and
WHEREAS, the Required Lenders are willing to make such amendments to the Credit Agreement, in accordance with and subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS TO CREDIT AGREEMENT
1.1 New Definitions. The following definitions are hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:
Enova shall mean Enova International, Inc., a Delaware corporation.
Enova Disposition shall mean, collectively, the sale by the Borrower of a portion of the outstanding Capital Stock of Enova held by the Borrower and the issuance and sale by Enova of Capital Stock of Enova, in each case in connection with an initial public offering of Capital Stock of Enova registered under the Securities Act of 1933, as amended, with the effect that Enova and Enovas Subsidiaries shall not be Subsidiaries of the Borrower following the consummation of such initial public offering.
Enova Disposition Documents shall mean, collectively, (a) the Separation Agreement, (b) the Transition Services Agreement, (c) the Registration Rights Agreement, (d) the Tax Sharing Agreement, (e) the Employee Matters Agreement, (f) the Credit Underwriting Agreement and (g) the Marketing and Customer Referral Agreement, in each case as described in that certain preliminary prospectus dated November 15, 2011, contained in Amendment No. 2 to the Registration Statement filed by Enova with the Securities and Exchange Commission in connection with the initial public offering of Capital Stock of Enova.
1.2 Amendment to 6.5. Section 6.5 of the Credit Agreement is hereby amended by adding the following clause (p) to the end of such Section and making the appropriate punctuation and grammatical changes thereto:
(p) the Enova Disposition; provided that the Borrower (i) shall receive not less than $350,000,000 in Net Proceeds as a result of the Enova Disposition (for purposes of this clause (p), Net Proceeds received by the Borrower as a result of the Enova Disposition shall include (A) all Net Proceeds received by the Borrower from its sale of outstanding shares of Capital Stock of Enova to the public in the Enova Disposition and (B) proceeds received by the Borrower from Enova in connection with the issuance and sale by Enova of Capital Stock of Enova to the public in the Enova Disposition and which proceeds to Enova are paid to the Borrower by Enova in repayment of intercompany indebtedness owed by Enova to the Borrower) and (ii) shall use the Net Proceeds received from the Enova Disposition to prepay the Loans in accordance with Section 2.7(b)(ii) of this Agreement.
1.3 Amendment to Section 6.9. Section 6.9 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
The Credit Parties shall not, and shall not permit any Subsidiary to, enter into any transaction of any kind with any Affiliate of the Credit Parties, other than (a) arms-length transactions with Affiliates, (b) transactions otherwise permitted hereunder, (c) transactions with Affiliates in the ordinary course of business and (d) the Enova Disposition Documents.
1.4 Amendment to Section 10.1. The following sentence is hereby added at the end of Section 10.1 of the Credit Agreement:
Enova and its Subsidiaries shall automatically be released from their obligations under this Guaranty concurrently with the consummation of the Enova Disposition to the extent Enova and its Subsidiaries are no longer Subsidiaries of the Borrower.
ARTICLE II
CONDITIONS TO EFFECTIVENESS
2.1 Closing Conditions. This Amendment shall become effective as of the day and year set forth above (the Amendment Effective Date) upon satisfaction of the following conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent):
(a) Executed Amendment. The Administrative Agent shall have received a copy of this Amendment duly executed by each of the Credit Parties, the Required Lenders and the Administrative Agent.
(b) Default. After giving effect to this Amendment, no Default or Event of Default shall exist.
(c) Fees and Expenses. The Administrative Agent shall have received from the Borrower such fees and expenses that are payable in connection with the consummation of the transactions contemplated hereby and King & Spalding LLP shall have received from the Borrower payment of all outstanding fees and expenses previously incurred and all fees and expenses incurred in connection with this Amendment.
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(d) Miscellaneous. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.
ARTICLE III
MISCELLANEOUS
3.1 Amended Terms. On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.
3.2 Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows:
(a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.
(b) This Amendment has been duly executed and delivered by such Person and constitutes such Persons legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
(c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment.
(d) The representations and warranties set forth in Article III of the Credit Agreement are true and correct as of the date hereof (except for those which expressly relate to an earlier date).
(e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default.
(f) The Credit Party Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.
3.3 Reaffirmation of Credit Party Obligations. Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations.
3.4 Credit Document. This Amendment shall constitute a Credit Document under the terms of the Credit Agreement.
3.5 Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Administrative Agents legal counsel.
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3.6 Further Assurances. The Credit Parties agree to promptly take such action, upon the request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.
3.7 Entirety. This Amendment and the other Credit Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.
3.8 Counterparts; Telecopy. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an original will be delivered.
3.9 No Actions, Claims, Etc. As of the date hereof, each of the Credit Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agents or the Lenders respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.
3.10 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
3.11 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
3.12 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 9.13 and 9.16 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.
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FIRST AMENDMENT TO CREDIT AGREEMENT
CASH AMERICA INTERNATIONAL, INC.
IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written.
BORROWER: | CASH AMERICA INTERNATIONAL, INC., a Texas corporation | |||||
By: | /s/ Austin D. Nettle | |||||
Name: | Austin D. Nettle | |||||
Title: | Vice President and Treasurer |
GUARANTORS: | BRONCO PAWN & GUN, INC. CASH AMERICA ADVANCE, INC. CASH AMERICA FINANCIAL SERVICES, INC. CASH AMERICA FRANCHISING, INC. CASH AMERICA GLOBAL FINANCING, INC. CASH AMERICA GLOBAL SERVICES, INC. CASH AMERICA HOLDING, INC. CASH AMERICA, INC. CASH AMERICA, INC. OF ALABAMA CASH AMERICA, INC. OF ALASKA CASH AMERICA, INC. OF COLORADO 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 OF MEXICO, INC. CASH AMERICA PAWN, INC. OF OHIO CASHLAND FINANCIAL SERVICES, INC. CNU DOLLARSDIRECT INC. DOC HOLLIDAYS PAWNBROKERS & JEWELLERS, INC. | |||||
By: | /s/ Austin D. Nettle | |||||
Name: | Austin D. Nettle | |||||
Title: | Vice President and Treasurer |
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FIRST AMENDMENT TO CREDIT AGREEMENT
CASH AMERICA INTERNATIONAL, INC.
EGH SERVICES, INC. ENOVA INTERNATIONAL, INC. ENOVA ONLINE SERVICES, 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 OHIO NEIGHBORHOOD FINANCE, INC. RATI HOLDING, INC. TIGER PAWN & GUN, INC. UPTOWN CITY PAWNERS, INC. VINCENTS JEWELERS AND LOAN, INC. | ||||||
By: | /s/ Austin D. Nettle | |||||
Name: | Austin D. Nettle | |||||
Title: | Vice President | |||||
CASH AMERICA MANAGEMENT L.P. CASH AMERICA PAWN L.P. | ||||||
By: | Cash America Holding, Inc. Its General Partner | |||||
By | /s/ Austin D. Nettle | |||||
Name: | Austin D. Nettle | |||||
Title: | Vice President and Treasurer | |||||
BILLERS ACCEPTANCE GROUP, LLC CNU ONLINE HOLDINGS, LLC ENOVA FINANCIAL HOLDINGS, LLC PF LABOR HOLDINGS, LLC PRIMARY INNOVATIONS, LLC STRATEGIC RECEIVABLE MANAGEMENT SOLUTIONS, LLC | ||||||
By: | /s/ J. Curtis Linscott | |||||
Name: | J. Curtis Linscott | |||||
Title: | Manager |
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FIRST AMENDMENT TO CREDIT AGREEMENT
CASH AMERICA INTERNATIONAL, INC.
CNU OF ALABAMA, LLC CNU OF ALASKA, LLC CNU OF ARIZONA, LLC CNU OF CALIFORNIA, LLC CNU OF COLORADO, LLC CNU OF DELAWARE, LLC CNU OF FLORIDA, LLC CASHNETUSA OF FLORIDA, LLC CNU OF HAWAII, LLC CNU OF IDAHO, LLC CNU OF ILLINOIS, LLC CNU OF INDIANA, LLC CNU OF IOWA, LLC CNU OF KANSAS, LLC CNU OF LOUISIANA, LLC CNU OF MAINE, LLC CASHNET CSO OF MARYLAND, LLC CNU OF MICHIGAN, LLC CNU OF MINNESOTA, LLC CNU OF MISSISSIPPI, LLC CNU OF MISSOURI, LLC CNU OF MONTANA, LLC CNU OF NEVADA, LLC CNU OF NEW HAMPSHIRE, LLC CNU OF NEW MEXICO, LLC CNU OF NORTH DAKOTA, LLC CNU OF OHIO, LLC OHIO CONSUMER FINANCIAL SOLUTIONS, LLC CNU OF OKLAHOMA, LLC CNU OF OREGON, LLC CNU OF RHODE ISLAND, LLC CNU OF SOUTH CAROLINA, LLC CNU OF SOUTH DAKOTA, LLC CNU OF TENNESSEE, LLC CNU OF TEXAS, LLC CNU OF UTAH, LLC CNU OF VIRGINIA, LLC CNU OF WASHINGTON, LLC CNU OF WISCONSIN, LLC CNU OF WYOMING, LLC CASHEURONET UK, LLC DOLLARSDIRECT, LLC EURONETCASH, LLC TRAFFICGEN, LLC | ||||||
By: | CNU Online Holdings, LLC Its Sole Member | |||||
By: | /s/ Austin D. Nettle | |||||
Name: | Austin D. Nettle | |||||
Title: | Vice President and Treasurer |
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CASH AMERICA INTERNATIONAL, INC.
AMENDMENT TO CREDIT AGREEMENT
AEL NET MARKETING, LLC AEL NET OF ARIZONA, LLC AEL NET OF ILLINOIS, LLC AEL NET OF OHIO, LLC AEL NET OF SOUTH CAROLINA, LLC AEL NET OF WISCONSIN, LLC ARIZONA CONSUMER FINANCIAL SOLUTIONS, LLC | ||||||
By: | CNU Online Holdings, LLC Its Sole Member | |||||
By: | /s/ Austin D. Nettle | |||||
Name: | Austin D. Nettle | |||||
Title: | Vice President and Treasurer |
CASHNETUSA CO LLC CASHNETUSA OR LLC THE CHECK GIANT NM, LLC | ||||||
By: | Cash America Net of New Mexico, LLC Its Sole Member | |||||
By: CNU Online Holdings, LLC Its Sole Member | ||||||
By: /s/ Austin D. Nettle | ||||||
Name: Austin D. Nettle | ||||||
Title: Vice President and Treasurer |
DEBIT PLUS TECHNOLOGIES, LLC PRIMARY CREDIT SERVICES, LLC PRIMARY PAYMENT SOLUTIONS, LLC | ||||||
By: | Primary Innovations, LLC Its Sole Member | |||||
By: | /s/ Austin D. Nettle | |||||
Name: | Austin D. Nettle | |||||
Title: | Vice President and Treasurer |
ADMINISTRATIVE AGENT: | WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent | |||||
By: | /s/ Jeffrey D. Bundy | |||||
Name: | Jeffrey D. Bundy | |||||
Title: | Vice President |
LENDERS: | JP Morgan Chase Bank, N.A., as a Lender | |||||
By: | /s/ Lindsey M. Hester | |||||
Name: | Lindsey M. Hester | |||||
Title: | Bank Senior |
LENDERS: | KEYBANK NATIONAL ASSOCIATION, as a Lender | |||||
By: | /s/ Matthew A. Lambes | |||||
Name: | Matthew A. Lambes | |||||
Title: | Vice President |
LENDERS: | U.S. Bank, N.A., as a Lender | |||||
By: | /s/ Patrick McGraw | |||||
Name: | Patrick McGraw | |||||
Title: | Vice President |
LENDERS: | First Tennessee Bank National Association, a national banking association, as a Lender | |||||
By: | /s/ Glynn M. Alexander, Jr. | |||||
Name: | Glynn M. Alexander, Jr. | |||||
Title: | Senior Vice President |
LENDERS: | Amegy Bank, N.A., as a Lender | |||||
By: | /s/ Monica Libbey | |||||
Name: | Monica Libbey | |||||
Title: | Vice President |
LENDERS: | BOKF, N.A. dba Bank of Texas, as a Lender | |||||
By: | /s/ Alan Morris | |||||
Name: | Alan Morris | |||||
Title: | Vice President |
LENDERS: | TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, as a Lender | |||||
By: | /s/ Barry Kromann | |||||
Name: | Barry Kromann | |||||
Title: | Executive Vice President |