EIGHTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Exhibit 10.1
EIGHTH AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
This Eighth Amendment to Amended and Restated Revolving Credit Agreement (herein, the “Amendment”) is entered into as July ___, 2022, by and among World Acceptance Corporation (the “Borrower”), Xxxxx Fargo Bank,
National Association together with the other financial institutions a party hereto (the “Lenders”) and Xxxxx Fargo Bank, National Association, as Administrative
Agent and Collateral Agent for the Lenders (the “Administrative Agent”).
Preliminary Statements
A. The
Borrower, the Lenders, and the Administrative Agent are parties to a certain Amended and Restated Revolving Credit Agreement, dated as of June 7, 2019 (as amended from time to time, the “Credit Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.
B. The
Borrower has requested that the Lenders make certain amendments to the Credit Agreement, and the Lenders are willing to do so under the terms and conditions set forth in this Amendment.
Now Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Amendments.
1.1. Definition. Effective as of June 30,
2022, the following definition contained in Section 5.1 of the Credit Agreement is amended and restated as follows:
“Net Income Available for Fixed Charges” for any period means Consolidated Adjusted Net Income during such period plus, to the extent deducted in determining Consolidated Adjusted Net Income, (a) all provisions for any Federal, state or other income taxes made by
the Borrower and its Restricted Subsidiaries during such period, (b) Fixed Charges of the Borrower and its Restricted Subsidiaries during such period, (c) depreciation, amortization and non-cash share based compensation expenses during such period
and (d) positive or negative non-cash provisions for “current expected loan losses” (under ASU 2016-13 or CECL) made by Borrower and its Restricted Subsidiaries during such period (which, for the avoidance of doubt,would be the total provision
expense less actual net charge offs).
1.2. Financial Covenants. Section 8.7(b) of the Credit Agreement is amended and restated as follows:
(b) The
Borrower will have, at the end of each of the following fiscal quarters, a ratio of Net Income Available for Fixed Charges to Fixed Charges, calculated for the period of four consecutive fiscal quarters then ending, of not less than (i) 2.25 to
1.0 for the fiscal quarters ending June 30, 2022, September 30, 2022 and Xxxxxxxx 00, 0000, (xx) 2.50 to 1.0 for the fiscal quarters ending March 31, 2023 and June 30, 2023 and (ii) 2.75 to 1.0 for each fiscal quarter thereafter.
Section 2. Conditions Precedent.
The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent (the date on which the following
conditions precedent have been satisfied being referred to herein as the “Effective Date”):
2.1. The
Borrower and the Lenders shall have executed and delivered this Amendment to the Administrative Agent.
2.2. The
Restricted Subsidiaries parties to the Subsidiary Guaranty Agreement shall have executed and delivered to the Administrative Agent their consent to this Amendment in the form set forth below.
2.3. Payment
by the Borrower to the Administrative Agent of a non-refundable amendment fee for the Lenders listed and in the amounts set forth on Schedule A attached hereto in immediately
available funds, which fee shall be fully earned by such Lenders upon the effectiveness of this Agreement.
2.4. Legal
matters incident to the execution and delivery of this Amendment shall be satisfactory to the Administrative Agent and its counsel.
Section 3. Representations.
In order to induce the Lenders to execute and deliver this Amendment, the Borrower hereby represents to the Administrative Agent, the Collateral
Agent, and the Lenders that as of the date hereof, (a) the representations and warranties set forth in Section 6 of the Credit Agreement and in the other Loan Documents are and shall be and remain true and correct (except that the representations
contained in Section 6.6 shall be deemed to refer to the most recent financial statements of the Borrower delivered to the Agent) and (b) the Borrower and the Restricted Subsidiaries are in compliance with the terms and conditions of the Credit
Agreement and the other Loan Documents and no Default or Event of Default exists or shall result after giving effect to this Amendment.
Section 4. Miscellaneous.
4.1. Except
as specifically amended herein, the Credit Agreement shall continue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Credit Agreement, the Notes, or any other instrument
or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to
the Credit Agreement as amended hereby.
4.2. The
Borrower heretofore executed and delivered, among other things, the Company Security Agreement and hereby acknowledges and agrees that the security interests and liens created and provided for therein secure the payment and performance of the
Obligations under the Credit Agreement as amended hereby, which are entitled to all of the benefits and privileges set forth therein. Without limiting the foregoing, the Borrower acknowledges that the “Secured Indebtedness” as defined in, and secured by the Collateral pursuant to, the Company Security Agreement shall be deemed amended to include all “Obligations” as defined in the Credit Agreement as
amended hereby.
4.3. The
Borrower agrees to pay on demand all reasonable and documented costs and expenses of or incurred by the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Amendment and the other instruments and
documents to be executed and delivered in connection herewith, including the fees and expenses of counsel for the Administrative Agent.
4.4. This
Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. This Amendment may be executed by means of (a)
an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, or any other relevant and applicable electronic signatures law; (b) an
original manual signature; or (c) an e-mail transmission of a Portable Document Format File (also known as an “PDF” file), faxed, scanned, or photocopied manual signature. Each
electronic signature or PDF, faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of New York (without regard to principles of conflicts of laws).
[Signature Pages to Follow]
This Amendment is entered into as of the date and year first above written.
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WORLD ACCEPTANCE CORPORATION
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By:
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| R. Xxxx Xxxxxxx, President and Chief Executive Officer |
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Accepted and agreed to:
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XXXXX FARGO BANK, NATIONAL ASSOCIATION,
individually as a Lender and as Administrative Agent and Collateral Agent
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By:
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| Name: |
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| Title: |
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[Signature Page to Eighth Amendment to Amended and Restated Revolving Credit Agreement]
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BANK OF MONTREAL | |
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Name
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Title
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TEXAS CAPITAL BANK, FORMERLY KNOWN AS TEXAS CAPITAL BANK,
NATIONAL ASSOCIATION
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FIRST HORIZON BANK, SUCCESSOR-BY-CONVERSION TO FIRST
TENNESSEE BANK NATIONAL ASSOCIATION
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| BANKUNITED, N.A. |
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| By |
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| Name |
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| AXOS BANK |
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| By |
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PACIFIC WESTERN BANK | |
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Name
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Title
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ACKNOWLEDGMENT AND CONSENT
Each of the undersigned is a Restricted Subsidiary of World Acceptance Corporation who has executed and delivered to the Collateral Agent, the
Administrative Agent, and the Lenders the Subsidiary Guaranty Agreement and the Subsidiary Security Agreement. Each of the undersigned hereby acknowledges and consents to the Eighth Amendment to Amended and Restated Revolving Credit Agreement set
forth above (the “Amendment”) and confirms that the Loan Documents executed by it, and all of its obligations thereunder, remain in full force and effect, and that
the security interests and liens created and provided for therein continue to secure the payment and performance of the Obligations of the Borrower under the Credit Agreement after giving effect to the Amendment.
Dated as of the date of the Amendment.
[Signature Page to Acknowledgment and Consent to Follow]
Each of the undersigned acknowledges that the Collateral Agent, the Administrative Agent, and the Lenders are relying on the foregoing in
entering into the Amendment.
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WORLD ACCEPTANCE CORPORATION OF ALABAMA
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WORLD ACCEPTANCE CORPORATION OF MISSOURI
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WORLD FINANCE COMPANY OF GEORGIA, LLC
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WORLD FINANCE CORPORATION OF LOUISIANA
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WORLD ACCEPTANCE CORPORATION OF OKLAHOMA, INC.
WAC OF OKLAHOMA, LP
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WORLD FINANCE COMPANY OF SOUTH CAROLINA, LLC
WAC OF SOUTH CAROLINA, LLC
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WORLD FINANCE CORPORATION OF TENNESSEE
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WFC OF SOUTH CAROLINA, INC.
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WORLD FINANCE CORPORATION OF ILLINOIS
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WORLD FINANCE CORPORATION OF NEW MEXICO
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WORLD FINANCE COMPANY OF KENTUCKY, LLC
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WORLD FINANCE CORPORATION OF COLORADO
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WORLD FINANCE CORPORATION OF WISCONSIN
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WFC SERVICES, INC.
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WORLD FINANCE COMPANY OF MISSISSIPPI, LLC
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| WORLD FINANCE COMPANY OF IDAHO, LLC |
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| WORLD FINANCE COMPANY OF UTAH, LLC | |
| WORLD FINANCE COMPANY OF INDIANA, LLC |
| By |
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| R. Xxxx Xxxxxxx, President and Chief Executive Officer |
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WFC Limited Partnership
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By WFC of South Carolina, Inc.,
as sole general partner
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By
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SCHEDULE A
Amendment Fee
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Lender
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Amendment
Fee
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WFPC
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$
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54,000.00
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BMO
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$
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40,500.00
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Texas Capital
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$
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12,000.00
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First Horizon
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$
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22,500.00
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Pacific West Bank
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$
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22,500.00
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Axos Bank
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$
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39,000.00
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TOTAL
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$
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190,500.00
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