FIFTH Amendment to Amended and Restated Revolving Credit Agreement
FIFTH Amendment to Amended and
Restated Revolving Credit Agreement
This Fifth Amendment to Amended and Restated Revolving Credit Agreement (herein, the “Amendment”) is entered into as of March 26, 2021, 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.
Subject to the satisfaction of the conditions precedent set forth in Section 2 below, Borrower, Agent and Lenders agree that the Credit Agreement shall be and hereby is amended as follows:
1.1 The following definitions contained in Section 5.1 of the Credit Agreement (Definitions) shall be amended and restated as follows:
“Applicable Margin” means 3.50%.
“Commitment" means, as to any Lender, the obligation of such Lender to make Loans under the Revolving Credit in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.1 attached hereto and made a part hereof, as such Commitments may be reduced or modified at any time or from time to time pursuant to the terms hereof (including, without limitation, Section 2.9 hereof). The Borrower and the Lenders acknowledge and agree that the Commitments of the Lenders aggregate $685,000,000 commencing on the Fifth Amendment Date and thereafter (subject in each case to any reductions of the Commitments pursuant to Section 2.9 or any accordion increases of the Commitments pursuant to Section 2.14; provided, however, that the aggregate
amount of the accordion increases of the Commitments pursuant to Section 2.14 shall not result in the aggregate amount of the Commitment to exceed $685,000,000).
“Maturity Date” means June 7, 2024.
1.2 The following new definition is added to in Section 5.1 of the Credit Agreement (Definitions):
“Fifth Amendment Date" means March 26, 2021.
1.3 Section 8.7 of the Credit Agreement (Financial Covenants) shall be amended and restated as follows:
Section 8.7 Financial Covenants.
(a) The Borrower will at all times keep and maintain Consolidated Net Worth at an amount not less than the Minimum Net Worth. For purposes of this Section, “Minimum Net Worth” shall be $325,000,000 at all times and reported on at the end of each fiscal quarter pursuant to Section 8.20(e).
(b) The Borrower will at the end of each fiscal quarter have a ratio of Net Income Available for Fixed Charges to Fixed Charges for each period of four consecutive fiscal quarters then ending at not less than (i) 2.25 to 1.0 for the fiscal quarters ending March 31, 2020, June 30, 2020 and September 30, 2020 and (ii) 2.75 to 1.0 for each fiscal quarter thereafter.
(c) RESERVED.
(d) The Borrower will not at any time permit the aggregate unpaid principal amount of Total Debt, on a consolidated basis, to exceed 200% of Consolidated Adjusted Net Worth. For purposes of this Section, such amount shall be reported on at the end of each fiscal quarter pursuant to Section 8.20(e).
(e) The Borrower will maintain a Collateral Performance Indicator of less than or equal to twenty four percent (24%) as of the end of each calendar month.
1.4 Restricted (Dividend) Payments. Section 8.21 of the Credit Agreement is amended and restated:
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Section 8.21 Restricted (Dividend) Payments. The Borrower shall not, nor shall it permit any Subsidiary to, declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests (other than dividends payable solely in additional capital stock issued by the Borrower) or purchase any class or series of its capital stock or other equity; provided, however, that the foregoing shall not operate to prevent (a) the making of dividends or distributions by any Subsidiary to the Borrower or to any other Subsidiary, (b) other dividends and distributions made with the prior written consent of the Required Lenders, (c) the Borrower making purchases of any class or series of its capital stock or other equity so long as (i) no Event of Default shall have occurred and be continuing, (ii) immediately following such purchase Excess Availability is equal to or greater than 15% and (iii) the aggregate amount of such purchases do not exceed (A) $90,000,000 from the Fifth Amendment Date through and including June 30, 2022 plus (B) an amount not to exceed 50% of cumulative Consolidated Adjusted Net Income for the period commencing January 1, 2019, and (d) the Borrower making other purchases of any class or series of its capital stock or other equity with the prior written consent of the Required Lenders.
1.5. An amended and restated Schedule 1.1 to the Credit Agreement is attached hereto.
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 The Borrower shall have executed and delivered an amended and restated Note to the Administrative Agent in favor of each Lender increasing its Commitment pursuant to this Amendment.
2.4 The Borrower and Bank of America, N.A. shall have executed and delivered a payoff letter to the Administrative Agent.
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2.5 Payment by the Borrower to the Administrative Agent for the account of the Lenders (in the amounts set forth on Schedule A attached hereto) a non-refundable amendment fee in the amount of $407,500 in immediately available funds, which fee shall be fully earned by Lenders upon the effectiveness of this Agreement.
2.6 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
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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]
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This Amendment is entered into as of the date and year first above written.
| World Acceptance Corporation | ||||||||
| By | ________________________________ R. Xxxx Xxxxxxx, President and Chief Executive Officer | |||||||
Accepted and agreed to:
Xxxxx Fargo Bank, National Association, individually as a Lender and as Administrative Agent and Collateral Agent | |||||||||||
| By | ________________________________ | ||||||||||
| Xxxxxxx X. Xxxxx, Senior Vice President | |||||||||||
| Bank of America, N.A. | |||||||||||
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| By | |||||||||||||||||
| Name | |||||||||||||||||
| Title | |||||||||||||||||
BANK OF MONTREAL By _______________________________ Name Title | |||||||||||||||||
| Texas Capital Bank, National Association | |||||||||||||||||
| By | |||||||||||||||||
| Name | |||||||||||||||||
| Title | |||||||||||||||||
| First Horizon Bank, successor-by-conversion to First Tennessee Bank National Association | |||||||||||||||||
| By | |||||||||||||||||
Name Title | |||||||||||||||||
| BANKUNITED, N.A. | |||||||||||||||||
| By __________________________________ | |||||||||||||||||
Name | |||||||||||||||||
AXOS BANK | |||||||||||||||||
| AXOS BANK | |||||||||||||||||
| By __________________________________ | |||||||||||||||||
Name Title | |||||||||||||||||
| PACIFIC WESTERN BANK | |||||||||||||||||
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PACIFIC WESTERN BANK | |||||
| By __________________________________ | |||||
Name | |||||
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 Fifth 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 March 26, 2021.
[Signature Page to Acknowledgment and Consent to Follow]
116549.01049/125419537v.1
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.
| World Acceptance Corporation of Alabama | ||||||||
World Acceptance Corporation of Missouri | ||||||||
World Finance Company of Georgia, LLC | ||||||||
World Finance Corporation of Louisiana | ||||||||
World Acceptance Corporation of Oklahoma, Inc. WAC of Oklahoma, LP | ||||||||
World Finance Company of South Carolina, LLC WAC of South Carolina, LLC | ||||||||
World Finance Corporation of Tennessee | ||||||||
WFC of South Carolina, Inc. | ||||||||
World Finance Corporation of Illinois | ||||||||
| World Finance Corporation of New Mexico | ||||||||
| World Finance Company of Kentucky, LLC | ||||||||
| World Finance Corporation of Colorado | ||||||||
| World Finance Corporation of Wisconsin | ||||||||
| WFC Services, Inc. | ||||||||
World Finance Company of Mississippi, LLC World Finance Company of Idaho, LLC World Finance Company of Utah, LLC World Finance Company of Indiana, LLC | ||||||||
| By | ||||||||
| R. Xxxx Xxxxxxx, President and Chief Executive Officer | ||||||||
| WFC Limited Partnership | ||||||||
| By WFC of South Carolina, Inc., | ||||||||
as sole general partner | ||||||||
| By | ||||||||
| R. Xxxx Xxxxxxx, President and Chief Executive Officer | ||||||||
116549.01049/125419537v.1
