Third Amendment to Amended and Restated Revolving Credit Agreement
Third
Amendment to Amended and Restated Revolving Credit
Agreement
This
Third Amendment to Amended and Restated Revolving Credit Agreement (herein,
the
“Amendment”)
is
entered into as of August 31, 2007, by and among World Acceptance Corporation,
a
South Carolina corporation (the “Borrower”),
the
Banks party hereto, Bank of Montreal, as successor Agent for the Banks (the
“Agent”),
and
Xxxxxx X.X. as resigning Agent for the Banks (the “Prior
Agent”).
Preliminary
Statements
A.The
Borrower, the Banks, JPMorgan Chase Bank as Co-Agent, and the Prior Agent are
parties to a certain Amended and Restated Revolving Credit Agreement, dated
as
of July 20, 2005, as amended (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 Banks agree to extend the Termination Date,
increase the Base Revolving Credit Commitment, increase the Seasonal Revolving
Credit Commitment, and make certain other amendments to the Credit Agreement,
and the Banks are willing to do so under the terms and conditions set forth
in
this Amendment. In addition, Xxxxxx X.X. is resigning as “Agent” under, and as
defined in, the Credit Agreement, and the parties have agreed to substitute
Bank
of Montreal as successor Agent and, in connection therewith, to replace Xxxxxx
X.X. (herein, the
“Departing Bank”)
as a
Bank with BMO Capital Markets Financing, Inc. (herein, the “New
Bank”)
as a
replacement Bank.
Now,
Therefore, for
good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
|
Section 1.
|
Assignment.
|
The
Departing Bank hereby agrees to sell and assign without representation,
recourse, or warranty all of its Obligations and Commitment (except the
Departing Bank represents to New Bank that it has authority to execute and
deliver this Amendment and sell its Obligations and assign its Commitment
contemplated hereby, which Obligations are owned by the Departing Bank free
and
clear of all Liens), and upon the satisfaction of the conditions precedent
set
forth in Section 4 hereof New Bank hereby agrees to purchase and assume,
100% of the Departing Bank’s outstanding Obligations and Commitment under the
Credit Agreement and the Loan Documents (including, without limitation, all
of
the Loans held by the Departing Bank) for a purchase price equal to the
outstanding principal balance of Loans owed to the Departing Lender under the
Credit Agreement as of the effective date of this Amendment, which purchase
price shall be paid in immediately available funds on such date. Such purchase
and sale shall be arranged through Bank of Montreal, as successor Agent as
provided for below, and the Departing Bank hereby agrees to execute such further
instruments and documents, if any, as Bank of Montreal, as successor Agent,
may
reasonably request in connection therewith. The
New
Bank
hereby
confirms that it has received a copy of the Loan Documents and the exhibits
related thereto, together with copies of the documents which were required
to be
delivered under the Credit Agreement as a condition to the making of the Loans
and other extensions of credit thereunder. The New Bank
acknowledges
and agrees that it has made and will continue to make, independently and without
reliance upon the Agent or any other Bank
and
based
on such documents and information as it has deemed appropriate, its own credit
analysis and decisions relating to the Credit Agreement. The New Bank
further
acknowledges and agrees that the Agent has not made any representations or
warranties about the credit worthiness of the Borrower or any other party to
the
Credit Agreement or any other Loan Document or with respect to the legality,
validity, sufficiency or enforceability of the Credit Agreement or any other
Loan Document or the value of any security therefor.
Upon
satisfaction of the conditions precedent set forth in Section 4 hereof and
the payment of the purchase price owing to the Departing Bank pursuant hereto,
the Departing Bank shall cease to be a Bank under the Credit Agreement and
the
other Loan Documents and (i) the New Bank shall have the rights of the
Departing Bank thereunder subject to the terms and conditions hereof, and
(ii) the Departing Bank shall have relinquished its rights (other than
rights to indemnification and reimbursements referred to in the Credit Agreement
which survive the repayment of the Obligations owed to the Departing Bank in
accordance with its terms, including Sections 2.10, 12.6 and 12.13 thereof)
and be released from its obligations under the Credit Agreement; provided
Xxxxxx
X.X. shall continue to serve as Security Trustee pursuant to the Loan Documents
and nothing herein contained shall affect its rights or obligations in its
capacity as such Security Trustee. It is understood that all unpaid interest
and
fees accrued to the effective date of this Amendment that are owed to the
Departing Bank with respect to the interest assigned hereby are for the account
of the Departing Bank and such interest and fees accruing from and including
the
effective date of this Amendment are for the account of the New Bank. Each
of
the Departing Bank and the New Bank hereby agrees that if it receives any amount
under the Credit Agreement which is for the account of the other, it shall
receive the same for the account of such other party to the extent of such
other
party’s interest therein and shall promptly pay the same to such other
party.
|
Section 2.
|
Resignation
of Xxxxxx X.X. as Agent and appointment of Bank of Montreal as
successor
Agent.
|
Xxxxxx
X.X. is currently Agent for the Banks under the Credit Agreement and the related
Loan Documents. Xxxxxx X.X. is resigning as Agent under the Credit Agreement
and
the related Loan Documents, effective upon the satisfaction of the conditions
precedent set forth in Section 4 below. Each Bank hereby appoints Bank of
Montreal as the successor Agent for all purposes of the Credit Agreement and
the
other Loan Documents, effective immediately (any prior written notice thereof
required by Section 11.8 of the Credit Agreement being expressly waived by
the parties hereto), and hereby authorizes Bank of Montreal, the successor
Agent, to take such action as the Agent on behalf of the Banks and to exercise
such powers under the Credit Agreement and the other Loan Documents as are
delegated to the Agent by the terms thereof, together with such powers as are
reasonably incidental thereto. All references in the Loan Documents, including
any exhibits or schedules thereto, to Xxxxxx X.X. as Agent shall from and after
the effective date of this Amendment be deemed to be a reference to Bank of
Montreal, as Agent; provided
Xxxxxx
X.X. shall continue to serve as Security Trustee pursuant to the Loan Documents
and nothing herein contained shall affect its rights or obligations in its
capacity as such Security Trustee. The Borrower hereby consents to the
appointment of Bank of Montreal as the successor Agent for all purposes of
the
Credit Agreement and the other Loan Documents.
-2-
|
Section 3.
|
Amendments.
|
Subject
to the satisfaction of the conditions precedent set forth in Section 3
below, the Credit Agreement shall be and hereby is amended as
follows:
3.1.The
defined terms “Base
Rate”,
“Eurodollar
Margin”,
and
“LIBOR”
(including the definitions of “LIBOR Index Rate” and “Telerate Page 3750” found
therein) set forth in Section 2.1 of the Credit Agreement (Applicable
Interest Rates) shall each be amended and restated in their entirety to read
as
follows (which shall each be effective as of August 31, 2007):
|
“Base
Rate”
means for any day the greater of: (i) the rate of interest announced
or otherwise established by the Agent from time to time as its prime
commercial rate, or its equivalent, for U.S. Dollar loans to borrowers
located in the United States as
in effect on such day, with any change in the Base Rate resulting
from a
change in said prime commercial rate to be effective as of the date
of the
relevant change in said prime commercial rate (it being acknowledged
and
agreed that such rate may not be the Agent’s best or lowest rate) and
(ii) the sum of (x) the rate determined by the Agent to be the
average (rounded upward, if necessary, to the next higher 1/100 of
1%) of
the rates per annum quoted to the Agent at approximately 10:00 a.m.
(Chicago time) (or as soon thereafter as is practicable) on such
day (or,
if such day is not a Business Day, on the immediately preceding Business
Day) by two or more Federal funds brokers selected by the Agent for
sale
to the Agent at face value of Federal funds in the secondary market
in an
amount equal or comparable to the principal amount for which such
rate is
being determined, plus
(y) 1/2 of 1%.
|
|
“Eurodollar
Margin”
means 1.80% per annum.
|
|
“LIBOR”
means, for an Interest Period for a Borrowing of Eurodollar Loans,
(a) the LIBOR Index Rate for such Interest Period, if such rate is
available, and (b) if the LIBOR Index Rate cannot be determined, the
arithmetic average of the rates of interest per annum (rounded upwards,
if
necessary, to the nearest 1/100 of 1%) at which deposits in U.S.
Dollars
in immediately available funds are offered to the Agent at 11:00 a.m.
(London, England time) two (2) Business Days before the beginning of
such Interest Period by three (3) or more major banks in the interbank
eurodollar market selected by the Agent for delivery on the first
day of
and for a period equal to such Interest Period and in an amount equal
or
comparable to the principal amount of the Eurodollar Loan scheduled
to be
made as part of such Borrowing.“LIBOR
Index Rate”
means, for any Interest Period, the rate per annum (rounded upwards,
if
necessary, to the next higher one hundred-thousandth of a percentage
point) for deposits in U.S. Dollars for a period equal to such Interest
Period, which appears on the LIBOR01 Page as of 11:00 a.m. (London,
England time) on the day 2 Business Days before the commencement of
such Interest Period. “LIBOR01
Page”
means the display designated as “Reuters
Screen LIBOR01 Page”
(or such other page as may replace the LIBOR01 Page on that service
or
such other service as may be nominated by the British Bankers’ Association
as the information vendor for the purpose of displaying British Bankers’
Association Interest Settlement Rates for U.S. Dollar
deposits).
|
-3-
3.2.Section 5.1
of the Credit Agreement (Definitions) shall be amended by adding thereto in
appropriate alphabetical order the definition of “Designated
Disbursement Account”,
and the
definitions of “Base
Revolving Credit Commitment”,
“Seasonal
Revolving Credit Commitment”
and
“Termination
Date”
appearing therein shall be amended and restated to read as follows (which shall
each be effective as of August 31, 2007):
|
“Base
Revolving Credit Commitment"
means, as to any Bank, the obligation of such Bank 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 Bank’s name
on Schedule 1.1 attached hereto and made a part hereof, as the same
may be reduced or modified at any time or from time to time pursuant
to
the terms hereof. The Borrower and the Banks acknowledge and agree
that
the Base Revolving Credit Commitments of the Banks aggregate $187,000,000
on August 31, 2007.
|
|
“Designated
Disbursement Account”
means the account of the Borrower maintained with the Agent or its
Affiliate and designated in writing to the Agent as the Borrower’s
Designated Disbursement Account (or such other account as the Borrower
and
the Agent may otherwise agree).
|
|
“Seasonal
Revolving Credit Commitment”
means, as to any Bank and available only during the Availability
Period,
the obligation of such Bank 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 Bank’s name on Schedule 1.1 attached hereto
and made a part hereof, as the same may be reduced or modified at
any time
or from time to time pursuant to the terms hereof. The Borrower and
the
Banks acknowledge and agree that the Seasonal Revolving Credit Commitments
of the Banks aggregate $30,000,000 on August 31,
2007.
|
-4-
|
“Termination
Date”
means September 30, 2009, or such later date to which the Commitments
are extended pursuant to Section 3.4 hereof, or such earlier date on
which the Commitments are terminated in whole pursuant to
Sections 2.9, 9.3 or 9.4
hereof.
|
3.3.The
last
sentence of Section 2.3(d) of the Credit Agreement (Disbursement of Loans)
shall
be amended and restated in its entirety to read as follows:
|
Subject
to Section 7 hereof, the Agent shall make the proceeds of each new
Borrowing available to the Borrower at the Agent’s principal office in
Chicago, Illinois (or at such other location as the Agent shall
designate), by depositing or wire transferring such proceeds to the
credit
of the Borrower’s Designated Disbursement Account or as the Borrower and
the Agent may otherwise agree.
|
3.4.Section 8.9(e)
of the Credit Agreement (Permitted Indebtedness) shall be amended and restated
in its entirety to read as follows:
| (e) other unsecured Indebtedness for Borrowed Money to any Person (other than to the Borrower or another Restricted Subsidiary) in an aggregate amount for the Borrower and all Restricted Subsidiaries not exceeding $15,000,000 at any time outstanding. |
3.5.Section 11.8
of the Credit Agreement (Resignation of Agent) shall be amended by striking
the
phrase “a commercial bank organized under the laws of the United States of
America or of any State thereof” appearing in the third sentence thereof and
inserting in its place the phrase “a commercial bank, or an Affiliate of a
commercial bank, having an office in the United States of America”.
3.6.Section 11
of the Credit Agreement (The Agent) shall be further amended by adding at the
end thereof a new Section 11.12 which shall read as follows:
|
Section 11.12.
Security Trustee.
The Banks and the Borrower acknowledge and agree that Xxxxxx X.X.
has been
appointed to act as Security Trustee pursuant to the Loan Documents.
The
Security Trustee shall have all of the benefits and immunities
(i) provided to the Agent in this Section 11 with respect to any
acts taken or omissions suffered by the Security Trustee in connection
with any Loan Documents as fully as if the term “Agent”, as used in this
Section 11, included the Security Trustee with respect to such acts
or omissions and (ii) as additionally provided in this Agreement and
any of the other Loan Documents with respect to the Security
Trustee.
|
-5-
3.7.Section 12.11
of the Credit Agreement (Amendments) shall be amended by (a) striking the
word “and” appearing after subsection (b) appearing in the third line of
this Section, and (b) inserting after subsection (c) and before the
proviso appearing in the fourth line of this Section the following:
| , and (d) if the rights or duties of the Security Trustee are affected thereby, the Security Trustee |
3.8.Schedule
1.l to the Credit Agreement (Commitments) shall be amended and restated in
its
entirety to read as the Schedule 1.1 attached hereto.
|
Section 4.
|
Conditions
Precedent.
|
The
effectiveness of this Amendment is subject to the satisfaction of all of the
following conditions precedent:
4.1.The
Borrower, the Banks, the Prior Agent, and Bank of Montreal, as successor Agent,
shall have executed and delivered this Amendment, and the Borrower shall have
executed and delivered to the Agent (for the account of the Banks) replacement
Notes in the amount of each Bank’s aggregate Commitment.
4.2.The
Restricted Subsidiaries parties to the Subsidiary Guaranty Agreement shall
have
executed and delivered to the Agent their consent to this Amendment in the
form
set forth below.
4.3.The
Borrower shall have executed and delivered to Bank of Montreal, as successor
Agent, a replacement administrative agent’s letter and Designated Disbursement
Account letter, each in form and substance acceptable to the successor
Agent.
0.0.Xxxxx
matters incident to the execution and delivery of this Amendment shall be
satisfactory to the Agent and its counsel.
|
Section 5.
|
Representations.
|
In
order
to induce the Banks to execute and deliver this Amendment, the Borrower hereby
represents to the Agent, the Security Trustee, and the Banks that as of the
date
hereof, after giving effect to the amendments set forth in Section 3 above,
(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 Guarantors 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.
-6-
|
Section 6.
|
Miscellaneous.
|
6.1.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.
6.2.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 continue to secure the
payment and performance of the Obligations of the Borrower under the Credit
Agreement as amended hereby entitled to all of the benefits and privileges
set
forth therein.
6.3.The
Borrower agrees to pay on demand all costs and expenses of or incurred by the
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 Agent.
6.4.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. Any of the parties hereto may
execute this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original. Delivery of
a
counterpart hereof by facsimile transmission or by e-mail transmission of an
Adobe Portable Document Format File (also known as an “PDF” file)
shall be effective as delivery of a manually executed counterpart hereof. This
Amendment shall be governed by, and construed in accordance with, the internal
laws of the State of Illinois (without regard to principles of conflicts of
laws).
[Signature
Page to Follow]
-7-
This
Third Amendment to Amended and Restated Revolving Credit Agreement is entered
into as of the date and year first above written.
|
World
Acceptance Corporation
|
||
|
By
|
/s/A.
Xxxxxxxxx XxXxxx, III
|
|
|
|
Name:
A. Xxxxxxxxx XxXxxx, III
|
|
|
|
Title:
Chief Executive Officer
|
|
|
|
||
|
Accepted
and agreed to.
|
||
|
Bank
of Montreal,
in its capacity as successor Agent
|
||
|
By
|
/s/Xxxxxxx
Xxxxxx
|
|
|
Name
Xxxxxxx Xxxxxx
|
||
|
|
Title
Director
|
|
|
BMO
Capital Markets Financing, Inc.
|
||
|
By
|
/s/Xxxxxxx
Xxxxxx
|
|
|
|
Name
Xxxxxxx Xxxxxx
|
|
|
|
Title
Director
|
|
|
JPMorgan
Chase Bank, N.A.
|
||
|
By
|
/s/Xxxxxxx
X. Xxxxxxxxx
|
|
|
|
Name
Xxxxxxx X. Xxxxxxxxx
|
|
|
|
Title
Vice President
|
|
|
LaSalle
Bank National Association
|
||
|
By
|
/s/Xxxxx
X. Xxxxxxx
|
|
|
|
Name
Xxxxx X. Xxxxxxx
|
|
|
|
Title
Senior Vice
President
|
|
-8-
|
Capital
One, National Association
|
||
|
By
|
/s/Xxxx
Xxxxxxxx
|
|
|
|
Name
Xxxx Xxxxxxxx
|
|
|
|
Title
Vice President
|
|
|
Xxxxx
Fargo Financial Preferred Capital, Inc.
|
||
|
By
|
/s/Xxxxxxx
X. Xxxxx
|
|
|
|
Name
Xxxxxxx X. Xxxxx
|
|
|
|
Title
Senior Vice President
|
|
|
Carolina
First Bank
|
||
|
By
|
/s/Xxxxx
X. Short
|
|
|
|
Name
Xxxxx X. Short
|
|
|
|
Title
Executive Vice President
|
|
|
Accepted
and agreed to.
|
||
|
|
||
|
Xxxxxx
X.X., in
its capacity as Security Trustee and as resigning Agent and as Departing
Bank
|
||
|
By
|
/s/Xxxxxxx
Xxxxxx
|
|
|
|
Name
Xxxxxxx Xxxxxx
|
|
|
|
Title
Director
|
|
-9-
Acknowledgement
and Consent
Each
of
the undersigned is a Restricted Subsidiary of World Acceptance Corporation
who
has executed and delivered to the Security Trustee, the Agent, and the Banks
the
Subsidiary Guaranty and the Subsidiary Security Agreement. Each of the
undersigned hereby acknowledges and consents to the Third Amendment to Amended
and Restated Revolving Credit Agreement set forth above 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. Each of the undersigned acknowledges that the Security Trustee,
the Agent, and the Banks are relying on the foregoing in entering into the
Amendment.
Dated
as
of August 31, 2007.
|
World
Acceptance Corporation of Alabama
|
||
|
World
Acceptance Corporation of Missouri
|
||
|
World
Finance Corporation of Georgia
|
||
|
World
Finance Corporation of Louisiana
|
||
|
World
Acceptance Corporation of Oklahoma, Inc.
|
||
|
World
Finance Corporation of South Carolina
|
||
|
World
Finance Corporation of Tennessee
|
||
|
WFC
of South Carolina, Inc.
|
||
|
World
Finance Corporation of Illinois
|
||
|
World
Finance Corporation of New Mexico
|
||
|
World
Finance Corporation of Kentucky
|
||
|
WFC
Services, Inc.,
a
South Carolina corporation
|
||
|
World
Finance Corporation of Colorado
|
||
|
By
|
/s/A.
Xxxxxxxxx XxXxxx, III
|
|
|
A.
Xxxxxxxxx XxXxxx, III
|
||
|
Its
Chief Executive Officer
|
||
|
WFC
Limited Partnership
|
||
|
By
|
WFC
of South Carolina, Inc., as sole
general
partner
|
|
|
By
|
/s/A.
Xxxxxxxxx XxXxxx, III
|
|
|
A.
Xxxxxxxxx XxXxxx, III
|
||
|
Its
Chief Executive Officer
|
|
|
World
Finance Corporation of Texas
|
|
|
|
By
|
/s/Xxxx
X. Xxxxxx
|
|
Xxxx
X. Xxxxxx
|
||
|
Its
President
|
||
-2-
Schedule
1.1
Commitments
|
Name
of Bank
|
Base
Revolving Credit Commitments
|
Seasonal
Revolving Credit Commitments
|
Total
Commitments
|
|||||||
|
BMO
Capital Markets Financing, Inc.
|
$
|
41,098,901.10
|
$
|
6,593,406.58
|
$
|
47,692,307.68
|
||||
|
JPMorgan
Chase Bank, NA
|
$
|
35,704,670.33
|
$
|
5,728,021.98
|
$
|
41,432,692.31
|
||||
|
LaSalle
Bank National Association
|
$
|
28,769,230.77
|
$
|
4,615,384.62
|
$
|
33,384,615.39
|
||||
|
Capital
One, National Association
|
$
|
23,375,000.00
|
$
|
3,750,000.00
|
$
|
27,125,000.00
|
||||
|
Xxxxx
Fargo Financial Preferred Capital, Inc.
|
$
|
35,704,670.33
|
$
|
5,728,021.98
|
$
|
41,432,692.31
|
||||
|
Carolina
First Bank
|
$
|
22,347,527.47
|
$
|
3,585,164.84
|
$
|
25,932,692.31
|
||||
|
Total
|
$
|
187,000,000.00
|
$
|
30,000,000.00
|
$
|
217,000,000.00
|
||||
