AGREEMENT AND PLAN OF MERGER by and among EAGLE U.S. SUB, INC., EAGLE U.S. MERGER SUB, INC., and ADVANCE AMERICA, CASH ADVANCE CENTERS, INC. Dated as of February 15, 2012Merger Agreement • February 16th, 2012 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • Delaware
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated February 15, 2012, by and among Eagle U.S. Sub, Inc., a Delaware corporation (“Parent”), Eagle U.S. Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Advance America, Cash Advance Centers, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are referred to herein as a “Party” and collectively as the “Parties.”
CREDIT AGREEMENT among ADVANCE AMERICA, CASH ADVANCE CENTERS, INC., as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer WELLS FARGO...Credit Agreement • December 6th, 2011 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • North Carolina
Change of Control Agreement March 7, 2011Change of Control Agreement • May 6th, 2011 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • South Carolina
Advance America, Cash Advance Centers, Inc., a Delaware corporation (the “Company”), considers it essential to the best interests of its stockholders to take reasonable steps to retain key management personnel. Further, the Board of Directors of the Company (the “Board”) recognizes that the uncertainty and questions that might arise among management in the context of any possible Change of Control (as defined below) of the Company could result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.
MARKETING AND SERVICING AGREEMENTMarketing and Servicing Agreement • October 29th, 2004 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • Delaware
This Marketing and Servicing Agreement (this “Agreement”) is dated as of 27 March 2003, between BankWest, Inc., a bank organized under the laws of South Dakota and a FDIC insured financial institution (the “Bank”), and NCAS of Pennsylvania, LLC d/b/a National Cash Advance, Advance America, Cash Advance Centers and Advance America (“Advance America”).
ASSET PURCHASE AGREEMENT among AAFA ACQUISITION, INC., a DELAWARE CORPORATION, as BUYER, and ADVANCE AMERICA, CASH ADVANCE CENTERS, INC., a DELAWARE CORPORATION, and COMPUCREDIT HOLDINGS CORPORATION, a GEORGIA CORPORATION, and COMPUCREDIT INTELLECTUAL...Asset Purchase Agreement • August 8th, 2011 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • New York
This Asset Purchase Agreement (this “Agreement”), dated as of August 5, 2011, is entered into by and among AAFA ACQUISITION, INC., a Delaware corporation (together with its successors and assigns, “Buyer”), Advance America, Cash Advance Centers, Inc., a Delaware corporation and the parent of Buyer (“Advance America”), COMPUCREDIT HOLDINGS CORPORATION, a Georgia corporation (“Parent”), COMPUCREDIT INTELLECTUAL PROPERTY HOLDINGS CORP. II, a Nevada corporation (“CCIP”), and VALUED SERVICES, LLC, VALUED SERVICES OF ALABAMA, LLC, VALUED SERVICES OF COLORADO, LLC, VALUED SERVICES OF KENTUCKY, LLC, VALUED SERVICES OF OKLAHOMA, LLC, VALUED SERVICES OF MISSISSIPPI, LLC, VALUED SERVICES OF TENNESSEE, LLC, VALUED SERVICES OF WISCONSIN, LLC, VALUED SERVICES OF OHIO, LLC, VS OF OHIO, LLC, VALUED SERVICES OF SOUTH CAROLINA, LLC, and VS OF SOUTH CAROLINA, LLC, each a Georgia limited liability company (collectively, “Sellers” and each individually, a “Seller”; Sellers and Parent collectively, “Seller
Re: Modification to Change of Control AgreementChange of Control Agreement • February 16th, 2012 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • Delaware
This Modification to Change of Control Agreement (“Agreement”) amends your Change of Control Agreement with the Company, dated and effective as of May 23, 2011 (the “Change of Control Agreement”), pursuant to Section 15(a) of the Change of Control Agreement, to become effective upon the consummation of the Merger. Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings assigned to them in the Change of Control Agreement. Absent this Agreement, the consummation of the transactions contemplated by the Merger Agreement would provide you Good Reason to terminate employment. In order to provide you with appropriate incentives to remain with the combined company following the Merger, to provide the Company with certain covenants regarding your conduct during and following your employment and to otherwise meet the Company’s needs, the Parties have determined to enter into this Agreement.
AMENDMENT TO PROTECTIVE COVENANT AGREEMENTProtective Covenant Agreement • April 24th, 2012 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions
THIS AMENDMENT TO PROTECTIVE COVENANT AGREEMENT (the “Amendment”) is made and entered into this 20th day of April, 2012, by and between ADVANCE AMERICA, CASH ADVANCE CENTERS, INC., a Delaware corporation (the “Company”) and J. Patrick O’Shaughnessy (“Executive”).
AMENDED AND RESTATED CREDIT AGREEMENT among ADVANCE AMERICA, CASH ADVANCE CENTERS, INC., as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, THE LENDERS NAMED HEREIN AND WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, WELLS...Credit Agreement • August 13th, 2004 • Advance America, Cash Advance Centers, Inc. • North Carolina
THIS AMENDED AND RESTATED CREDIT AGREEMENT (the “Credit Agreement”) dated as of July 16, 2004 is by and among ADVANCE AMERICA, CASH ADVANCE CENTERS, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
FIRST AMENDMENTCredit Agreement • March 16th, 2006 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • North Carolina
THIS FIRST AMENDMENT (this "Amendment") dated as of November 29, 2004 is among Advance America, Cash Advance Centers, Inc., a Delaware corporation (the "Borrower"), the Guarantors identified on the signature pages hereto (the "Guarantors"), the Lenders identified on the signature pages hereto and Bank of America, N.A., as Administrative Agent.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • September 7th, 2007 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • South Carolina
This Separation Agreement and General Release (referred to as the “Separation Agreement”) is entered into by and between John I. Hill (“Mr. Hill”) and Advance America, Cash Advance Centers, Inc., its affiliates, subsidiaries, successors and assigns, and their respective directors, officers, employees and agents (collectively and individually, “the Company”).
AIRCRAFT DRY LEASEAircraft Dry Lease • November 9th, 2009 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • South Carolina
This Lease of aircraft is made effective as of July 13, 2009, by and between Carabo Capital, LLC a limited liability company, with an address of 226A Byrd Blvd. Greenville South Carolina 29605 (“Lessor”) and Advance America, Cash Advance Centers, Inc. with an address of 135 N. Church Street Spartanburg, South Carolina 29306 (“Lessee”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • October 21st, 2004 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • Delaware
This AGREEMENT (this “Agreement”), dated as of October [ ], 2004, between Advance America, Cash Advance Centers, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • November 29th, 2004 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • New York
AMENDED AND RESTATED CREDIT AGREEMENT among ADVANCE AMERICA, CASH ADVANCE CENTERS, INC., as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, THE LENDERS PARTY HERETO AND BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender...Credit Agreement • May 9th, 2008 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • North Carolina
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2008 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions
The undersigned hereby agree that the Amendment No. 2 to the Schedule 13G to which this Agreement is attached is filed on behalf of each one of them pursuant to Rule 13d-1(k)(1)(iii). This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall together constitute on instrument.
RETIREMENT AGREEMENT AND GENERAL RELEASERetirement Agreement • March 10th, 2011 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • South Carolina
This Retirement Agreement and General Release (the "Agreement") is entered into by and between Advance America, Cash Advance Centers, Inc. (the "Company") and Kenneth E. Compton ("Executive"), as of February 28, 2011.
ADVANCE AMERICA, CASH ADVANCE CENTERS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • October 21st, 2004 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • Delaware
This RESTRICTED STOCK AGREEMENT (this “Restricted Stock Agreement”) is made and entered into as of [DATE] (the “Date of Grant”), by and between Advance America, Cash Advance Centers, Inc., a Delaware corporation (the “Company”) and [EMPLOYEE] (the “Recipient”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • January 31st, 2006 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • South Carolina
This Separation Agreement and General Release (referred to as the “Separation Agreement”) is entered into by and between John T. Egeland (“Mr. Egeland”) and Advance America, Cash Advance Centers, Inc., its affiliates, subsidiaries, successors and assigns, and their respective directors, officers, employees and agents (collectively and individually, “the Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 17th, 2009 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions
The undersigned hereby agree that the Schedule 13G/A to which this Agreement is attached is filed on behalf of each one of them pursuant to Rule 13d-1(k)(1)(iii). This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall together constitute one instrument.
FIRST AMENDMENTCredit Agreement • August 8th, 2008 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • North Carolina
THIS FIRST AMENDMENT (this “Amendment”) dated as of June 26, 2008 to the Credit Agreement referenced below is by and among Advance America, Cash Advance Centers, Inc., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto (the “Guarantors”), the Lenders identified on the signature pages hereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
TIME SHARING AGREEMENTTime Sharing Agreement • August 6th, 2010 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions
This Agreement is made, effective as of August 5, 2010, by and between JOHNSON MANAGEMENT, LLC, a limited liability company organized under the laws of the State of South Carolina, with principal offices at 340 East Main Street, Suite 500, Spartanburg, South Carolina 29302 (hereinafter referred to as “Lessor”), and ADVANCE AMERICA, CASH ADVANCE CENTERS, INC., with principal offices at 135 N. Church Street, Spartanburg, SC 29306 (hereinafter referred to as “Lessee”);
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 29th, 2004 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October , 2004, is between Advance America, Cash Advance Centers, Inc., a Delaware corporation (the "Company"), and certain of the Company's stockholders identified on the signature pages hereto (the "Holders").
AIRCRAFT DRY LEASEAircraft Dry Lease • November 22nd, 2006 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • South Carolina
This Lease of aircraft is made effective as of 6/15, 2005, by and between Arizona, LLC a limited liability company, with an address of 961 E. Main St. Spartanburg, South Carolina 29302 (“Lessor”) and Advance America Cash Advance Centers, Inc. with an address of 135 North Church Street, Spartanburg, SC 29306 (“Lessee”).
SIXTH AMENDMENTCredit Agreement • March 1st, 2007 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • North Carolina
THIS SIXTH AMENDMENT (this “Amendment”) dated as of January 12, 2007 to the Credit Agreement referenced below is by and among Advance America, Cash Advance Centers, Inc., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto (the “Guarantors”), the Lenders identified on the signature pages hereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, OR TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.Subordination Agreement • August 13th, 2004 • Advance America, Cash Advance Centers, Inc. • South Carolina
THIS INSTRUMENT IS SUBJECT TO THE SUBORDINATION AGREEMENT DATED AS OF OCTOBER 26, 1999, AS AMENDED BY THAT CERTAIN FIRST AMENDMENT TO SUBORDINATION AGREEMENT DATED MAY 22, 2001, AND AS FURTHER AMENDED, MODIFIED, RESTATED AND SUPPLEMENTED FROM TIME TO TIME, BY AND AMONG ADVANCE AMERICA, CASH ADVANCE CENTERS, INC. AND ITS SUBSIDIARIES AND AFFILIATES IDENTIFIED THEREIN, BANK OF AMERICA, N.A., AND CERTAIN HOLDERS OF DEBT OF ADVANCE AMERICA, CASH ADVANCE CENTERS THAT, AMONG OTHER THINGS, CONTAINS PROVISIONS SUBORDINATING THE OBLIGATIONS OF ADVANCE AMERICA, CASH ADVANCE CENTERS, INC. AND ITS SUBSIDIARIES AND AFFILIATES HEREUNDER (INCLUDING, WITHOUT LIMITATION, THE OBLIGATIONS OF THE GUARANTORS) TO THE OBLIGATIONS OF ADVANCE AMERICA, CASH ADVANCE CENTERS, INC. AND ITS SUBSIDIARIES AND AFFILIATES TO THE SENIOR CREDITORS DEFINED IN SAID SUBORDINATION AGREEMENT AND LIMITING THE RIGHTS OF THE HOLDER OF THIS INSTRUMENT TO RECEIVE PAYMENTS HEREUNDER AND ACCELERATE THE MATURITY HEREOF, TO WHICH PROV
ADVANCE AMERICA, CASH ADVANCE CENTERS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 3rd, 2005 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • Delaware
This RESTRICTED STOCK AGREEMENT (this “Restricted Stock Agreement”) is made and entered into as of October 27, 2005 (the “Date of Grant”), by and between Advance America, Cash Advance Centers, Inc., a Delaware corporation (the “Company”) and Kenneth E. Compton (the “Recipient”).
INCENTIVE / NONQUALIFIED] STOCK OPTION AGREEMENT (Under the Advance America, Cash Advance Centers, Inc. 2004 Omnibus Stock Plan)Stock Option Agreement • November 3rd, 2005 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • Delaware
THIS [INCENTIVE / NONQUALIFIED] STOCK OPTION AGREEMENT (this “Agreement”) dated as of (“Grant Date”), is between Advance America, Cash Advance Centers, Inc., a Delaware corporation (the “Company”), and (the “Participant”), relating to options granted under the Advance America, Cash Advance Centers, Inc. 2004 Omnibus Stock Plan, as it may be amended from time to time (the “Plan”). Capitalized terms used in this Agreement without definition shall have the meaning ascribed to such terms in the Plan.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, OR TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.Subordination Agreement • August 13th, 2004 • Advance America, Cash Advance Centers, Inc. • South Carolina
THIS INSTRUMENT IS SUBJECT TO THE SUBORDINATION AGREEMENT DATED AS OF OCTOBER 26, 1999 (AS AMENDED) BY AND AMONG ADVANCE AMERICA, CASH ADVANCE CENTERS, INC. AND ITS SUBSIDIARIES AND AFFILIATES IDENTIFIED THEREIN, BANK OF AMERICA, N.A., AND STEVE A. MCKENZIE, BRENDA B. MCKENZIE, NCAW, LLC, MCKENZIE FAMILY PARTNERSHIP, L.P., MCKENZIE FAMILY PARTNERSHIP NO. 2, L.P., J. EDWARD SCOGGINS, DARRYL M. WEAVER, DARRYL M. WEAVER IRREVOCABLE TRUST F/B/O CHILDREN OF DARRYL M. WEAVER DATED JUNE 23, 1998, SHASTA MCKENZIE LILLARD FAMILY TRUST DATED OCTOBER 30, 1997, ASHLEY ELIZABETH MCKENZIE FAMILY TRUST DATED OCTOBER 30, 1997, STEVE A. MCKENZIE, JR. FAMILY TRUST DATED OCTOBER 30, 1997, TRUST U/A STEVE A. MCKENZIE F/B/O SHASTA MCKENZIE LILLARD DATED DECEMBER 23, 1993, TRUST U/A STEVE A. MCKENZIE F/B/O STEVE A. MCKENZIE JR. DATED DECEMBER 23, 1993, AND TRUST U/A/ STEVE A. MCKENZIE F/B/O ASHLEY ELIZABETH MCKENZIE DATED DECEMBER 23, 1993, THAT, AMONG OTHER THINGS, CONTAINS PROVISIONS SUBORDINATING THE OBL
AIRCRAFT DRY LEASEAircraft Dry Lease • November 22nd, 2006 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • South Carolina
This Lease of aircraft is made effective as of May 9, 2006, by and between Advance America, Cash Advance Centers, Inc. a corporation, with an address of 135 N. Church Street, Spartanburg, South Carolina 29306 (“Lessor”) and Arizona, LLC a limited liability company, with an address of 961 E. Main St. Spartanburg, South Carolina 29302 (“Lessee”).
THIRD AMENDMENTCredit Agreement • March 16th, 2006 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • North Carolina
THIS THIRD AMENDMENT (this "Amendment") dated as of May 11, 2005 to the Credit Agreement referenced below is by and among Advance America, Cash Advance Centers, Inc., a Delaware corporation (the "Borrower"), the Guarantors identified on the signature pages hereto (the "Guarantors"), the Lenders identified on the signature pages hereto and Bank of America, N.A., as administrative agent (the "Administrative Agent").
CONTRIBUTION AGREEMENTContribution Agreement • November 29th, 2004 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • South Carolina
This Contribution Agreement (this “Agreement”) is made and entered into as of this ____ day of December, 2004, by and between Advance America, Cash Advance Centers, Inc., a Delaware corporation (“Advance America”), and Wyoming Associates, Inc., a Delaware corporation (hereinafter “Wyoming”).
Third Amendment to Marketing and Servicing Agreement Dated July 31, 2001, Between BankWest and Advance America, Cash Advance Centers of Georgia, IncMarketing and Servicing Agreement • September 22nd, 2004 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions
This Third Amendment, dated this 29th day of July, 2004, is between BankWest, Inc., a bank organized under the laws of South Dakota (the “Bank”), and Advance America, Cash Advance Centers of Georgia, Inc. (“Advance America”).
EIGHTH AMENDMENTCredit Agreement • February 14th, 2008 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions • North Carolina
THIS EIGHTH AMENDMENT (this “Amendment”) dated as of February 13, 2008 to the Credit Agreement referenced below is by and among Advance America, Cash Advance Centers, Inc., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto (the “Guarantors”), the Lenders identified on the signature pages hereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
First Amendment to Marketing and Servicing Agreement Dated March 27, 2003, Between BankWest and NCAS of Pennsylvania, LLC d/b/a National Cash Advance, Advance America, Cash Advance Centers and Advance AmericaMarketing and Servicing Agreement • September 22nd, 2004 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions
This First Amendment is between BankWest, a bank organized under the laws of South Dakota (the “Bank”), Advance America, Cash Advance Centers of Pennsylvania, LLC and NCAS of Pennsylvania, LLC d/b/a Advance America, Advance America, Cash Advance Centers and National Cash Advance which shall hereinafter collectively be referred to as (“Advance America”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 17th, 2009 • Advance America, Cash Advance Centers, Inc. • Personal credit institutions
The undersigned hereby agree that the Amendment No. 3 to the Schedule 13G to which this Agreement is attached is filed on behalf of each one of them pursuant to Rule 13d-1(k)(1)(iii). This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall together constitute one instrument.
