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EXHIBIT 10.16
SECOND SUPPLEMENT TO 1995 NOTE AGREEMENT
This Second Supplement to 1995 Note Agreement (the "Second
Supplement") is made and entered into as of the 30th day of December, 1996, by
and between Cash America International, Inc. (the "Company") and Teachers
Insurance and Annuity Association of America ("Teachers").
RECITALS
WHEREAS, the parties hereto have entered into a Note Agreement dated
as of July 7, 1995, pursuant to which the Company issued and Teachers purchased
$20,000,000 aggregate principal amount of the Company's 8.14% Senior Notes Due
July 7, 2007, and the parties have amended said Note Agreement by entering into
a First Supplement to Note Agreement dated as of November 10, 1995 (said Note
Agreement, as amended, being referred to hereafter as the "Note Agreement");
and
WHEREAS, the Company and Teachers desire to amend certain provisions
of the Note Agreement.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Teachers hereby agree as follows:
1. Amendment to Section 9.01 of the Note Agreement. Section
9.01 of the Note Agreement is hereby amended to read in its entirety as
follows:
SECTION 9.01. Consolidated Indebtedness for Money
Borrowed. The Company will not permit Consolidated
Indebtedness for Money Borrowed, as of the last day of any
Fiscal Quarter commencing on or after September 30, 1996, to
be greater than the amount determined by multiplying the
Applicable Percentage times the sum of (a) Consolidated
Indebtedness for Money Borrowed as of such date and (b)
Consolidated Tangible Net Worth as of such date. As used in
this Section 9.01, "Applicable Percentage" means 75%.
2. Amendment to Section 9.02 of the Note Agreement. Section 9.02
of the Note Agreement is hereby amended to read in its entirety as follows:
SECTION 9.02. Consolidated Tangible Net Worth. The
Company will not permit Consolidated Tangible Net Worth at any
time to be less than the sum of (a) $30,625,000 plus (b) 50% of
Consolidated Adjusted Net Income (but only if positive) for
each Fiscal Quarter ending after December 31, 1992.
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3. Amendment to Section 9.04 of the Note Agreement. Section 9.04 of the
Note Agreement is hereby amended to read in its entirety as follows:
SECTION 9.04. Current Assets to Total Indebtedness
Ratio. The Company will not permit the ratio of (a)
Consolidated Current Assets to (b) Consolidated Current
Liabilities plus Consolidated Funded Debt to be less than .8 to
1 as of the last day of any Fiscal Quarter commencing on or
after September 30, 1996. As used in this Section 9.04,
"Consolidated Funded Debt" means, at any time, Consolidated
Indebtedness for Money Borrowed at such time, provided that in
no event shall Consolidated Funded Debt include any obligation
included in Consolidated Current Liabilities.
4. Amendment to Section 9.06 of the Note Agreement. Section 9.06 of the
Note Agreement is hereby amended to read in its entirety as follows:
SECTION 9.06. Fixed Charge Coverage. The Company will
not at any time permit the ratio of (a) the sum of Consolidated
Adjusted Net Income for the Computation Period plus the
aggregate amount of all taxes, rents, leases and interest
expenses deducted from gross income to obtain such Consolidated
Adjusted Net Income to (b) the aggregate amount of all such
rents, leases and interest expenses so deducted to be less than
1.5 to 1. As used in this Section 9.06, "Computation Period"
means, at any time, the period of four consecutive Fiscal
Quarters ended on the date of the most recent balance sheet
delivered (or required to be delivered) by the Company pursuant
to clause (a) or (b) of Section 8.01.
5. Amendment to Section 9.07 of the Note Agreement. Paragraph (a) of
Section 9.07 of the Note Agreement is hereby amended to read in its entirety as
follows:
(a) The Company will not, and will not permit any
Subsidiary to, (i) declare or make any dividends or
distributions on any of its Stock (other than dividends payable
in shares of its Stock), (ii) purchase, redeem or acquire for
value any of the Company's or any Subsidiary's Stock, (iii)
make any principal payment on (or make any payment, transfer or
deposit for the purpose of canceling, extinguishing, satisfying
or defeasing) any indebtedness of the Company which is
subordinate in right of payment to the Notes or any other
Obligation, (iv) set aside funds for any such purposes or (v)
become liable to do any of the foregoing (in each case, a
"Restricted Payment") unless, immediately after giving effect
thereto, (A) no Default shall exist, and (B) the aggregate
amount of all Restricted Payments made by the Company and all
Subsidiaries on or after January 1, 1996 does not exceed the
sum of $15,000,000 plus 50% of Consolidated Adjusted Net Income
from and after January 1, 1996. For purposes of this Section
9.07, the Company's repurchase of shares of its common stock in
the aggregate amount of $38,250,000 under its issuer tender
offer commenced November 18, 1996 in accordance with Rule 13E-4
promulgated by the SEC shall not be considered a Restricted
Payment.
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6. Amendment to Section 9.11 of the Note Agreement. Section 9.11 of the
Note Agreement is amended by deleting paragraphs (k) and (l) in their entirety
and, in lieu of those deleted paragraphs, inserting the following paragraphs
(k), (l) and (m):
(k) loans to officers of the Company and Subsidiaries in the
aggregate amount of $5,000,000;
(l) other Investments not otherwise permitted by this Section
9.11, but only if owned by the Company and/or any Subsidiary on the
date hereof and described in Schedule XI; and
(m) other Investments made after the date hereof and not
otherwise permitted by this Section 9.11, provided that neither the
Company nor any Subsidiary shall make any Investment under this clause
(m) if a Default shall be in existence immediately before or after
such Investment or if the amount of such Investment, when aggregated
with the total amount of all other Investments then outstanding under
this clause (m), exceeds 10% of Consolidated Tangible Net Worth as of
the date of such Investment.
7. Definitions. All capitalized terms used herein and not otherwise
specifically defined shall have the respective meanings set forth in the Note
Agreement.
8. Ratification of Note Agreement. Except as specified hereinabove, all
other terms of the Note Agreement shall remain unchanged and are hereby
ratified and confirmed. All references to "this Agreement" or "the Agreement"
appearing in the Note Agreement, and all references to the Note Agreement
appearing in any other instrument or document, shall be deemed to refer to the
Note Agreement as supplemented and amended by this Second Supplement.
9. Counterparts. This Second Supplement may be executed in any number
of counterparts and by the parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all the
counterparts shall together constitute one and the same instrument.
By signing below where indicated, the undersigned, CASH AMERICA, INC. OF
SOUTH CAROLINA, FLORIDA CASH AMERICA, INC., XXXXXXX XXXX AMERICA, INC., CASH
AMERICA, INC. OF LOUISIANA, CASH AMERICA, INC. OF NORTH CAROLINA, CASH AMERICA,
INC. OF TENNESSEE, CASH AMERICA, INC. OF OKLAHOMA, CASH AMERICA, INC. OF
KENTUCKY, CASH AMERICA PAWN, INC. OF OHIO, CASH AMERICA MANAGEMENT L.P., CASH
AMERICA PAWN L.P., CASH AMERICA HOLDING, INC., EXPRESS CASH INTERNATIONAL
CORPORATION, CASH AMERICA, INC. OF ALABAMA, CASH AMERICA, INC. OF COLORADO,
CASH AMERICA, INC. OF INDIANA, CASH AMERICA, INC., CASH AMERICA OF MISSOURI,
INC., and VINCENT'S JEWELERS AND LOAN, INC., as Guarantors, do each acknowledge
and approve the Note Agreement, as amended by this Second Supplement, and the
other Loan Documents, and the terms thereof, and specifically agree to comply
with all provisions therein and herein which refer to or affect such
Guarantors.
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IN WITNESS WHEREOF, the undersigned have executed this Second Supplement to
1995 Note Agreement as of the date first written above.
CASH AMERICA INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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Xxxxxx X. Xxxxxxx, Xx.,
Vice President
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TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: /s/ Xxxxxxx X. XxxXxxxx, Director
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Xxxxxxx X. XxxXxxxx, Director
Private Placements
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GUARANTORS
CASH AMERICA, INC. OF SOUTH CAROLINA
FLORIDA CASH AMERICA, INC.
XXXXXXX XXXX AMERICA, INC.
CASH AMERICA, INC. OF LOUISIANA
CASH AMERICA, INC. OF NORTH CAROLINA
CASH AMERICA, INC. OF TENNESSEE
CASH AMERICA, INC. OF OKLAHOMA
CASH AMERICA, INC. OF KENTUCKY
CASH AMERICA PAWN, INC. OF OHIO
CASH AMERICA MANAGEMENT L.P., a Delaware limited partnership,
by its general partner, Cash America Holding, Inc.
CASH AMERICA PAWN L.P., a Delaware limited partnership, by its
general partner, Cash America Holding, Inc.
CASH AMERICA HOLDING, INC.
EXPRESS CASH INTERNATIONAL CORPORATION
CASH AMERICA, INC. OF ALABAMA
CASH AMERICA, INC. OF COLORADO
CASH AMERICA, INC. OF INDIANA
CASH AMERICA, INC.
CASH AMERICA OF MISSOURI, INC.
VINCENT'S JEWELERS AND LOAN, INC.
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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Xxxxxx X. Xxxxxxx, Xx.,
Vice President for All
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