EIGHTH AMENDMENT
Exhibit 10.1
EIGHTH AMENDMENT
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”).
W I T N E S S E T H
WHEREAS, a revolving credit facility has been extended to the Borrower pursuant to the Amended and Restated Credit Agreement (as amended, modified and supplemented from time to time, the “Credit Agreement”) dated as of July 16, 2004 among the Borrower, the Guarantors, the Lenders identified therein and the Administrative Agent; and
WHEREAS, the Borrower has requested certain modifications to the Credit Agreement and the Required Lenders have agreed to the requested modifications on the terms and conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.
2. Amendment. In Section 1.1 of the Credit Agreement, the definition of “Permitted Stock Repurchase” is amended to read as follows:
“Permitted Stock Repurchase” “ means the repurchase of Capital Stock of the Borrower in an aggregate amount of up to (i) prior to the date of the Fifth Amendment to the Credit Agreement, $50 million and (ii) on and after the date of the Fifth Amendment to the Credit Agreement, $150 million (excluding any repurchases made prior to the date of the Fifth Amendment to the Credit Agreement).
3. Conditions Precedent. This Amendment shall be effective as of the date hereof upon satisfaction of each of the following conditions:
(a) execution of this Amendment by the Credit Parties and the Required Lenders;
and
(b) the receipt by the Administrative Agent, for the account of each Lender that executes this Amendment by February 6, 2008, an amendment fee equal to five (5) basis points (0.05%) on such Lender’s Revolving Committed Amount.
4. Reaffirmation of Representations and Warranties. Each Credit Party represents and warrants that the representations and warranties set forth in the Credit Agreement and the other Credit Documents are true and correct in all material respects as of the date hereof (except those that expressly relate to an earlier period).
5. Reaffirmation of Guaranty. Each Credit Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Credit Documents and (c)
agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Credit Party’s obligations under the Credit Documents.
6. Reaffirmation of Security Interests. Each Credit Party (i) affirms that each of the Liens granted in or pursuant to the Credit Documents are valid and subsisting and (ii) agrees that this Amendment shall in no manner impair or otherwise adversely effect any of the Liens granted in or pursuant to the Credit Documents.
7. No Other Changes. Except as modified hereby, all of the terms and provisions of the Credit Documents (including schedules and exhibits thereto) shall remain in full force and effect.
8. Counterparts; Facsimile Delivery. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Delivery of an executed counterpart of this Amendment by facsimile shall be effective as an original.
9. Governing Law. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of North Carolina.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Eighth Amendment to be duly executed and delivered as of the date first above written.
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BORROWER: |
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ADVANCE AMERICA, CASH ADVANCE CENTERS, INC., a Delaware corporation |
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By: |
/s/ Xxxxxxx X. Xxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxx |
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Title: |
Chief Executive Officer and President |
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GUARANTORS: |
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AARC, INC., a Delaware corporation |
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By: |
/s/ W. Xxxxxx Xxxxxx |
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Name: |
W. Xxxxxx Xxxxxx |
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Title: |
President |
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ADVANCE AMERICA SERVICING OF ARKANSAS, INC., a Delaware corporation
ADVANCE AMERICA SERVICING OF INDIANA, INC., a Delaware corporation
ADVANCE AMERICA LEASING SERVICES, INC., a Delaware corporation
AAIC, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF ALABAMA, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF ALASKA, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF ARIZONA, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF ARKANSAS, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF CALIFORNIA, LLC,
a Delaware limited liability company
ADVANCE AMERICA, CASH ADVANCE CENTERS OF COLORADO, LLC,
a Delaware limited liability company
ADVANCE AMERICA, CASH ADVANCE CENTERS OF CONNECTICUT, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF DELAWARE, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF DISTRICT OF COLUMBIA, INC.,
a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF FLORIDA, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF GEORGIA, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF HAWAII, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF IDAHO, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF ILLINOIS, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF INDIANA, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF IOWA, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF KANSAS, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF KENTUCKY, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF LOUISIANA, LLC, a Delaware limited liability company
ADVANCE AMERICA, CASH ADVANCE CENTERS OF MAINE, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF MARYLAND, INC., a Delaware corporation
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By: |
/s/ Xxxxxxx X. Xxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxx |
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Title: |
Chief Executive Officer and President |
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ADVANCE AMERICA, CASH ADVANCE CENTERS OF MASSACHUSETTS, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF MICHIGAN, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF MINNESOTA, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF MISSISSIPPI, LLC,
a Delaware limited liability company
ADVANCE AMERICA, CASH ADVANCE CENTERS OF MISSOURI, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF MONTANA, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF NEBRASKA, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF NEVADA, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF NEW HAMPSHIRE, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF NEW JERSEY, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF NEW MEXICO, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF NEW YORK, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF NORTH CAROLINA, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF NORTH DAKOTA, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF OHIO, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF OKLAHOMA, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF OREGON, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF PENNSYLVANIA, LLC, a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF RHODE ISLAND, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF SOUTH CAROLINA, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF SOUTH DAKOTA, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF TENNESSEE, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF TEXAS, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF UTAH, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF VERMONT, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF VIRGINIA, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF WASHINGTON, LLC,
a Delaware limited liability company
ADVANCE AMERICA, CASH ADVANCE CENTERS OF WEST VIRGINIA, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF WISCONSIN, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF WYOMING, INC., a Delaware corporation
ADVANCE AMERICA SERVICING OF GEORGIA, INC., a Delaware corporation
XXXXXXXX CHECK ADVANCE OF ALABAMA, L.L.C., a Tennessee limited liability company
XXXXXXXX CHECK ADVANCE OF ARKANSAS, LLC, a Tennessee limited liability company
XXXXXXXX CHECK ADVANCE OF COLORADO, LLC, a Tennessee limited liability company
XXXXXXXX CHECK ADVANCE OF INDIANA, LLC, a Tennessee limited liability company
XXXXXXXX CHECK ADVANCE OF IOWA, L.L.C., a Tennessee limited liability company
XXXXXXXX CHECK ADVANCE OF KANSAS, LLC, a Tennessee limited liability company
XXXXXXXX CHECK ADVANCE OF MISSISSIPPI, LLC, a Tennessee limited liability company
XXXXXXXX CHECK ADVANCE OF NEBRASKA, LLC, a Tennessee limited liability company
XXXXXXXX CHECK ADVANCE OF NEW JERSEY, L.L.C., a Tennessee limited liability company
XXXXXXXX CHECK ADVANCE OF OHIO, LLC, a Tennessee limited liability company
XXXXXXXX CHECK ADVANCE OF OREGON, LLC, a Tennessee limited liability company
XXXXXXXX CHECK ADVANCE OF WASHINGTON, L.L.C., a Tennessee limited liability company
XXXXXXXX CHECK ADVANCE OF WISCONSIN, LLC, a Tennessee limited liability company
NCA OF MISSOURI, INC., a Delaware corporation
NCAS OF DELAWARE, LLC, a Delaware limited liability company
NCAS OF NEW JERSEY, LLC, a Delaware limited liability company
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By: |
/s/ Xxxxxxx X. Xxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxx |
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Title: |
Chief Executive Officer and President |
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AA CHALLENGER, LLC, a Delaware limited liability company
AA AIR, LLC, a Delaware limited liability company
ADVANCE AMERICA XXXXX.XXX, INC., a Delaware corporation
ACSO OF MICHIGAN, INC., a Delaware corporation
NCA OF LOUISIANA, LLC, a Delaware limited liability company
AA CANADA HOLDINGS, INC., a Delaware corporation
ADVANCE AMERICA, CASH ADVANCE CENTERS OF PUERTO RICO, INC., a Delaware corporation
ADVANCE AMERICA INDUSTRIAL LOAN SERVICES OF GEORGIA, INC., a Delaware corporation
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By: |
/s/ Xxxxxxx X. Xxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxx |
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Title: |
Chief Executive Officer and President |
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ACSO OF TEXAS, L.P., a Texas limited partnership |
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ADVANCE AMERICA SERVICING OF TEXAS, L.P., a Texas limited partnership |
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By: |
ADVANCE AMERICA, CASH ADVANCE CENTERS OF TEXAS, INC., |
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a Delaware corporation and its general partner |
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By: |
/s/ Xxxxxxx X. Xxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxx |
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Title: |
Chief Executive Officer and President |
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W.P.S. SYSTEMS, LTD. OF NEW ENGLAND, a Rhode Island corporation |
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By: |
ADVANCE AMERICA, CASH ADVANCE CENTERS OF RHODE ISLAND, INC., |
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a Delaware corporation |
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By: |
/s/ Xxxxxxx X. Xxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxx |
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Title: |
Chief Executive Officer and President |
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ADMINISTRATIVE |
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AGENT: |
BANK OF AMERICA, N.A., as Administrative Agent |
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By: |
/s/ Xxxx X. Xxxxxxx |
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Name: |
Xxxx X. Xxxxxxx |
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Title: |
Assistant Vice President |
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LENDERS: |
BANK OF AMERICA, N.A., as a Lender |
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By: |
/s/ Xxxxx X. Xxxxxxxx |
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Name: |
Xxxxx X. Xxxxxxxx |
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Title: |
Senior Vice President |
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WACHOVIA BANK, NATIONAL ASSOCIATION |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Name: |
Xxxxx X. Xxxxxxx |
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Title: |
Senior Vice President |
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US BANK NATIONAL ASSOCIATION |
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By: |
/s/ Xxxx X. Xxx Xxxx |
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Name: |
Xxxx X. Xxx Xxxx |
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Title: |
Senior Vice President |
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XXXXX FARGO BANK, N.A. |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Vice President |
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NATIONAL CITY BANK |
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By: |
/s/ Xxxxxxx X. Xxxxxx |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Senior Vice President |
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NATIONAL BANK OF SOUTH CAROLINA |
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By: |
/s/ Xxx X. Xxxxxxx |
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Name: |
Xxx X. Xxxxxxx |
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Title: |
Senior Vice President |
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CAROLINA FIRST BANK |
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By: |
/s/ Xxxxxxx X. Xxxxxxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxxxxxx |
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Title: |
Executive Vice President |
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FIRST TENNESSEE BANK NATIONAL ASSOCIATION |
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By: |
/s/ Xxxxxxx Xxxxxxx |
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Name: |
Xxxxxxx Xxxxxxx |
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Title: |
Senior Vice President |
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BRANCH BANKING AND TRUST COMPANY |
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By: |
/s/ Xxxx Xxxxxx |
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Name: |
Xxxx Xxxxxx |
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Title: |
Senior Vice President |
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TEXAS CAPITAL BANK, NA |
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By: |
/s/ Xxxxx X. Xxxxxxxx |
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Name: |
Xxxxx X. Xxxxxxxx |
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Title: |
Vice President |
