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EXHIBIT 10.1
SECOND SUPPLEMENT TO NOTE AGREEMENT
This Second Supplement to Note Agreement (the "Second Supplement") is made
and entered into as of the 12th day of May, 1995, 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
May 6, 1993, pursuant to which the Company issued and Teachers purchased
$30,000,000 aggregate principal amount of the Company's 8.33% Senior Notes Due
May 1, 2003, and the parties have amended said Note Agreement by entering into
a First Supplement to Note Agreement dated as of September 20, 1994 (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 January 1, 1993, to be greater than the
amount determined by multiplying the Applicable Percentage for
such date 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 (i) for any date prior to July 1, 1994, 47.5%,
(ii) for any date from July 1, 1994 up to and including June 30,
1995, 55%, and (iii) for any date after June 30, 1995, 50%.
2. Amendment to Section 9.05 of the Note Agreement. Section 9.05 of the
Note Agreement is hereby amended to read in its entirety as follows:
SECTION 9.05 Inventory Turnover. The Company will not
at any time permit the ratio of (a) cost of goods sold by the
Company and the Consolidated Subsidiaries for the Computation
Period (as shown on the consolidated statements of income
delivered by the Company pursuant to clause (a) or (b) of Section
8.01 with respect to the Computation Period) to (b) the Average
Monthly Inventory for the Computation Period to be less than (i)
1.75 to 1 for any date on or prior to June 30, 1994, (ii) 1.65 to
1 for any date after June 30, 1994 up to and including June 30,
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1995, and (iii) 1.75 to 1 for any date after June 30, 1995. As
used in this Section 9.05, (I) "Computation Period" means, at any
time, the 12-month period 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 and (ii)
"Average Monthly Inventory" means, when used with reference to
any Computation Period, the amount determined by dividing (A) the
aggregate amounts of inventory appearing on the books of the
Company and the Consolidated Subsidiaries as of the last day of
each calendar month within such Computation Period by (B) twelve.
3. 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 (i) 2.25 to 1 if
the Computation Period ends on or before December 31, 1994, (ii)
1.85 to 1 if the Computation Period ends after December 31, 1994
but on or before June 30, 1995, and (iii) 2.5 to 1 if the
Computation Period ends after June 30, 1995. As used in this
Section 9.06, "Computation Period" means, at any time, the four
consecutive Fiscal Quarters covered by the four most recent
income statements delivered (or required to be delivered) by the
Company pursuant to Section 8.01(a).
4. Definitions. All capitalized terms used herein and not otherwise
specifically defined shall have the respective meanings set forth in the Note
Agreement.
5. 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 reference 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 Amendment.
6. 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.
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IN WITNESS WHEREOF, the undersigned have executed this Second Supplement
to 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
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: /s/ XXXXX X. XXXXXX
--------------------------------------
Xxxxx X. Xxxxxx, Director
Private Placements
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THIRD SUPPLEMENT TO NOTE AGREEMENT
This Third Supplement to Note Agreement (the "Third Supplement") is made
and entered into as of the 7th day of July, 1995, by and between CASH AMERICA
INTERNATIONAL, INC., a Texas corporation (the "Company"), and TEACHERS
INSURANCE AND ANNUITY ASSOCIATION OF AMERICA ("Teachers").
R E C I T A L S
WHEREAS, the parties hereto have entered into a Note Agreement, dated as
of May 6, 1993, pursuant to which the Company issued and Teachers purchased
$30,000,000 aggregate principal amount of the Company's 8.33% Senior Notes Due
May 1, 2003 (as supplemented by the First Supplement dated as of September 20,
1994 and the Second Supplement dated as of May 12, 1995, the "1993 Note
Agreement");
WHEREAS, the Company intends to enter into a Note Agreement (the "1995
Note Agreement") with Teachers, pursuant to which the Company will issue
$20,000,000 principal amount of its 8.14% Senior Notes due July 7, 2007 (the
"1995 Notes"), and the 1995 Notes will be guaranteed by certain subsidiaries of
the Company (the "1995 Guaranty");
WHEREAS, in connection with entering into the 1995 Note Agreement, the
Company and Teachers desire to amend certain provisions of the 1993 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 2.01 of the 1993 Note Agreement. (a) Section
2.01 of the 1993 Note Agreement is hereby amended to revise and amend the
following defined terms used in the 1993 Note Agreement:
"Bank Loan Agreement" means the Senior Revolving Credit Facility
Agreement dated as of June 29, 1993, among the Company, the banks
party thereto and NationsBank of Texas, N.A., as Agent, as amended by
(i) the First Amendment to Senior Revolving Credit Facility Agreement
dated as of June 7, 1994; (ii) the Second Amendment to Senior
Revolving Credit Agreement dated as of September 21, 1994; (iii) the
Third Amendment to Senior Revolving Credit Agreement dated as of March
10, 1995; and (iv) the Fourth Amendment to Senior Revolving Credit
Agreement dated as of June 7, 1995.
"Loan Documents" means, collectively, this Agreement, the Notes,
the Guaranty, the Subrogation and Contribution Agreement and other
instruments and documents executed and delivered to the Purchaser by
the Loan Parties, or any of them, pursuant to this Agreement.
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"1995 Guaranty" means that certain Joint and Several Guaranty
dated as of July 7, 1995 delivered by the Company and certain of its
Subsidiaries in connection with the issuance of the 1995 Notes.
"1995 Note Agreement" means that certain Note Agreement dated as
of July 7, 1995 between the Company and Teachers Insurance and Annuity
Association of America.
"1995 Notes" means those certain 8.14% Senior Notes due July 7,
2007 issued by the Company under and pursuant to the 1995 Note
Agreement.
"Subrogation and Contribution Agreement" means that certain
Subrogation and Contribution Agreement dated as of July 7, 1995
delivered by the Company and certain of its Subsidiaries in connection
with the Notes.
"Pantbelaning Indebtedness" means indebtedness of Pantbelaning
for borrowed money in the amount of SEK 193,750,000 pursuant to that
certain Loan Agreement, dated as of September 21, 1994, among
Pantbelaning, the Lenders who are a party thereto, and NationsBank of
Texas, N.A., as Administrative Lender, as the same may be renewed,
extended and modified from time to time.
"Xxxxxx Xxxxx" means Murtrum AB, formerly known as Xxxxxx Xxxxx
AB, a corporation organized under the laws of Sweden and a
Wholly-Owned Subsidiary.
"Xxxxxx Xxxxx Affiliates" means the following corporations, each
of which (i) is organized under the laws of Sweden and (ii) is a
Wholly-Owned Subsidiary: Pantintressenter i Stockholm AB; AB Svensk
Pantbelaning; and Svenska Aktionsgruppen AB.
The definition of "Temporary Cash Investment" contained in Section 2.01 of
the 1993 Note Agreement is amended to add thereto a new clause (g), to follow
clause (f), to read as follows:
"and (g) in the case of Pantbelaning, Xxxxxx Xxxxx and the Xxxxxx
Xxxxx Affiliates, certificates of deposit and other instruments
substantially equivalent to a certificate of deposit maturing within
180 days from the date of acquisition and issued by a bank or trust
company organized and located in Sweden having capital, surplus and
undivided profits of at least SEK 750,000,000."
2. Amendment to Section 9.01 of the 1993 Note Agreement. Section 9.01 of
the 1993 Note Agreement is hereby amended to read in its entirety as follows:
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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
January 1, 1995, to be greater than the amount determined by
multiplying the Applicable Percentage for such date 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 the following:
For the Fiscal Quarter Ending On Applicable Percentage
-------------------------------- ---------------------
March 31, 1995 through September 30, 1997 57.5%
December 31, 1997 55%
March 31, 1998 through September 30, 1998 57.5%
December 31, 1998 55%
March 31, 1999 through September 30, 1999 55%
December 31, 1999 52.5%
March 31, 2000 through September 30, 2000 55%
December 31, 2000 52.5%
March 31, 2001 through September 30, 2001 55%
December 31, 2001 52.5%
March 31, 2002 through September 30, 2002 55%
December 31, 2002 52.5%
March 31, 2003 and thereafter 55%
3. Amendment to Section 9.05 of the 1993 Note Agreement. Section 9.05 of
the 1993 Note Agreement is hereby amended to read in its entirety as follows:
SECTION 9.05. Inventory Turnover. The Company will not at any
time permit the ratio of (a) cost of goods sold by the Company and the
Consolidated Subsidiaries for the Computation Period (as shown on the
consolidated statements of income delivered by the Company pursuant to
clause (a) or (b) of Section 8.01 with respect to the Computation
Period) to (b) the Average Monthly Inventory for the Computation
Period to be less than 1.65 to 1. As used in this Section 9.05, (i)
"Computation Period" means, at any time, the 12-month period 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 and (ii) "Average Monthly Inventory" means, when used with
reference to any Computation Period, the amount determined by dividing
(A) the aggregate amounts of inventory appearing on the books of the
Company and the Consolidated Subsidiaries as of the last day of each
calendar month within such Computation Period by (B) twelve.
4. Amendment to Section 9.06 of the 1993 Note Agreement. Section 9.06 of
the 1993 Note Agreement is hereby amended in its entirety to read as follows:
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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 (i) 1.8 to 1 if the Computation Period ends on or before
December 31, 1995, (ii) 1.85 to 1 if the Computation Period ends after
December 31, 1995 but on or before December 31, 1996, and (iii) 1.9 to
1 if the Computation Period ends after December 31, 1996. 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 9.08(a) of the 1993 Note Agreement. Clause (1)
of Section 9.08(a) of the 1993 Note Agreement is hereby amended in its entirety
to read as follows:
(1)(A) indebtedness of the Company arising out of this Agreement
and the other Loan Documents, and (B) indebtedness of the Company
arising out of the 1995 Note Agreement, the 1995 Note, the 1995
Guaranty and the other Loan Documents as defined in the 1995 Note
Agreement;
6. Amendment to Section 9.08(b)(1) of the 1993 Note Agreement. Clause
(1) of Section 9.08(b) of the 1993 Note Agreement is hereby amended in its
entirety to read as follows:
(1)(A) indebtedness of Subsidiaries arising out of this
Agreement and the other Loan Documents, and (B) indebtedness of
Subsidiaries arising out of the 1995 Guaranty;
7. Amendment to Section 9.08(b)(10) of the 1993 Note Agreement. Clause
(10) of Section 9.08(b) of the 1993 Note Agreement is hereby amended to read in
its entirety as follows:
(10)(A) in the case of Pantbelaning, the Pantbelaning
Indebtedness, (B) in the case of Pantbelaning, Xxxxxx Xxxxx, and the
Xxxxxx Xxxxx Affiliates, indebtedness for money borrowed (not to
exceed SEK 55,000,000 in the aggregate at any time outstanding)
incurred after the date hereof pursuant to a credit facility to be
extended by one or more banks, but only if no Default shall be in
existence at the time of the incurrence of such indebtedness, and (C)
in the case of Xxxxxx & Xxxxxxxx Limited, indebtedness for money
borrowed (not to exceed 5,000,000 pounds sterling in the aggregate at
any time outstanding) incurred under and pursuant to that certain loan
letter agreement between Xxxxxx & Xxxxxxxx Limited and Barclays Bank
PLC dated August 26, 1993, as renewed and extended by that certain
letter agreement between such parties dated February 10, 1995;
provided that the indebtedness for money borrowed described in clauses
(A), (B) and (C) described above may be extended, renewed or
refinanced so long as there
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is no increase in principal amount of such indebtedness for money
borrowed and so long as no Default shall be in existence or shall
occur upon such extension, renewal or refinancing.
8. Amendment to Section 9.08(b)(13) of the 1993 Note Agreement. Section
9.08(b)(13) of the 1993 Note Agreement is hereby amended to delete and remove
in its entirety clause (13) thereof.
9. Amendment to Section 9.20(a)(1)(D) of the 1993 Note Agreement.
Section 9.20(a)(1)(D) of the 1993 Note Agreement is amended in its entirety to
read as follows:
"(D) promptly (and in any event within 15 days) after the
consummation of such acquisition, such Person shall duly
authorize, execute and deliver to each Holder an instrument in
writing pursuant to which such Person agrees to become a
Guarantor under, and to be bound as a Guarantor by the terms of,
the Guaranty and the Subrogation and Contribution Agreement; and"
10. Amendment to Section 9.20(a)(2)(B) of the 1993 Note Agreement.
Section 9.20(a)(2)(B) of the 1993 Note Agreement is amended in its entirety to
read as follows:
"(B) subject to paragraph (b) below, promptly (and in any
event within 15 days) after its creation or formation, the New
Entity shall duly authorize, execute and deliver to each Holder
an instrument in writing pursuant to which the New Entity agrees
to become a Guarantor under, and to be bound as a Guarantor by
the terms of, the Guaranty and the Subrogation and Contribution
Agreement;"
11. Addition of a new Section 9.23 to the 1993 Note Agreement. The 1993
Note Agreement is hereby amended to add thereto a new Section 9.23, which shall
read in its entirety as follows:
SECTION 9.23. Incorporation of More Restrictive Covenants. In
the event the Bank Loan Agreement or any renewal, modification or
replacement thereof at any time includes a financial covenant or
restriction similar to the covenants and restrictions set forth in
Section 9.01, 9.05 or 9.06 hereof that is more restrictive than the
levels set forth in said Section 9.01, 9.05 and 9.06 (the "More
Restrictive Covenant"), the Company shall, immediately upon such
inclusion of the More Restrictive Covenant, notify the Purchaser and
furnish a verbatim statement of the More Restrictive Covenant. Such
notification shall also inform the Purchaser of its right to elect in
writing to substitute the More Restrictive Covenant as described below
and shall state the date by which such election must be made in
accordance with this Section 9.23. The Purchaser may elect to
substitute the More Restrictive Covenant for the corresponding Section
9.01, 9.05 or 9.06 by notifying the Company in writing within sixty
(60) days after receipt of the notice referred to in the preceding
sentence.
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12. Amendment to Section 10.01(h) of the 1993 Note Agreement. Section
10.01(h) of the 1993 Note Agreement is amended in its entirety to read as
follows:
"(h) any Loan Party, Xxxxxx & Xxxxxxxx Limited, Pantbelaning,
Xxxxxx Xxxxx or any Xxxxxx Xxxxx Affiliate shall (i) default in any
payment of principal of or interest on any other indebtedness in
excess of $500,000 beyond any period of grace provided with respect
thereto or (ii) fail to perform or observe any other covenant or
agreement contained in any agreement under which any such indebtedness
is created or outstanding within any applicable grace period provided
therein (or if any other event thereunder or under any such agreement
shall occur and be continuing) and the effect of such failure or other
event is (A) to cause such indebtedness to become due prior to its
stated maturity or (B) to permit the holder or holders of such
indebtedness (or any Person acting on behalf of such holder or
holders) to cause such indebtedness to become due prior to its stated
maturity; or"
13. Definitions. All capitalized terms used herein and not otherwise
specifically defined shall have the respective meanings set forth in the Note
Agreement.
14. Ratification of the 1993 Note Agreement. Except as specified
hereinabove, all other terms of the 1993 Note Agreement shall remain unchanged
and are hereby ratified and confirmed. All references to "this Agreement" or
"the Agreement" appearing in the 1993 Note Agreement, and all references to the
1993 Note Agreement appearing in any other instrument or document, shall be
deemed to refer to the 1993 Note Agreement as supplemented and amended by the
First Supplement, the Second Supplement and this Third Supplement.
15. Counterparts. This Third 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.
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IN WITNESS WHEREOF, the undersigned have executed this Third Supplement to
Note Agreement as of the date first written above.
CASH AMERICA INTERNATIONAL, INC.
By: /s/ XXXXXX X. XXXXXXX, XX.
--------------------------------------
Xxxxxx X. Xxxxxxx, Xx., Vice President
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: /s/ XXXXX X. XXXXXX
--------------------------------------
Xxxxx X. Xxxxxx, Director
Private Placements
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FOURTH SUPPLEMENT TO 1993 NOTE AGREEMENT
This Fourth Supplement to 1993 Note Agreement (the "Fourth Supplement") is
made and entered into as of the 10th day of November, 1995, 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
May 6, 1993, pursuant to which the Company issued and Teachers purchased
$30,000,000 aggregate principal amount of the Company's 8.33% Senior Notes Due
May 1, 2003, and the parties have amended said Note Agreement by entering into
a First Supplement to Note Agreement dated as of September 20, 1994, a Second
Supplement to Note Agreement dated as of May 12, 1995, and a Third Supplement
to Note Agreement dated as of July 7, 1995 (said Note Agreement, as amended,
being referred to hereafter as the "Note Agreement"); and
WHEREAS, the Company and Teachers desire to provide for Teachers' consent
to a change in accounting method by the Company and 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. Consent to Change in Accounting Method. The Company has informed
Teachers that the Company proposes to change its method of income recognition
on pawn loans, with the change to be effective as of January 1, 1995. Under
the new method, the Company accrues pawn service charges on a constant yield
basis over the loan term for those loans with respect to which the Company
deems collection to be probable. (The determination of probability of
collection is based on historical statistics for loan redemptions.) For loans
not repaid, the carrying value of the forfeited collateral (inventory) is the
lower of cost (the principal amount advanced) or market. Under the old method,
pawn service charges were accrued on all loans on a constant yield basis over
the loan term. If a loan was not repaid, the principal amount advanced plus
accrued pawn service charges became the carrying value of the forfeited
collateral. Teachers hereby consents to the Company's change in its method of
income recognition as described above, and, to the extent that such change
would otherwise constitute a violation of Section 9.17 of the Note Agreement,
Teachers hereby irrevocably and permanently waives any such violation and
agrees that such change shall in no event constitute a Default or Event of
Default at any time.
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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) $71,000,000 plus (b) 50% of Consolidated Adjusted Net
Income (but only if positive) for each Fiscal Quarter ending after
December 31, 1992.
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 (i) 1.25 to 1 as of the last day of any Fiscal Quarter
commencing on or after January 1, 1993 and ending on or before
December 31 1994, or (ii) 1.10 to 1 as of the last day of any Fiscal
Quarter commencing on or after January 1, 1995. 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 taxes, rents, leases and interest expenses so
deducted to be less than (i) 1.8 to 1 if the Computation Period ends
on or before December 31, 1995, (ii) 1.85 to 1 if the Computation
Period ends after December 31, 1995 but on or before December 31,
1996, and (iii) 1.9 to 1 if the Computation Period ends after December
31, 1996. 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. For purposes of this Section 9.06, the charge of $19,772,000
against the Company's First Quarter 1995 earnings for the cumulative
effect (through December 31, 1994) of the change in its accounting
method shall be excluded from the computation of Consolidated Adjusted
Net Income.
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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 since May 1, 1993 does not exceed 20% of
Consolidated Adjusted Net Income for the period commencing on January
1, 1992. For purposes of this Section 9.07, the charge of $19,772,000
against the Company's First Quarter 1995 earnings for the cumulative
effect (through December 31, 1994) of the change in its accounting
method shall be excluded from the computation of Consolidated Adjusted
Net Income.
6. Definitions. All capitalized terms used herein and not otherwise
specifically defined shall have the respective meanings set forth in the Note
Agreement.
7. 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 reference 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 Fourth Supplement.
8. Counterparts. This Fourth 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 Fourth 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 Fourth Supplement
to 1993 Note Agreement as of the date first written above.
CASH AMERICA INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
--------------------------------------
Xxxxxx X. Xxxxxxx, Xx., Vice President
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Xxxxx X. Xxxxxx, 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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