Exhibit 10.2
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment"),
dated as of October 31, 2003, is entered into among ACE CASH EXPRESS, INC., a
Texas corporation (the "Borrower"), the lenders listed on the signature pages
hereof as Lenders (the "Lenders"), XXXXX FARGO BANK TEXAS, NATIONAL ASSOCIATION,
as Administrative Agent and Issuing Bank, BANK OF AMERICA, N.A., as Syndication
Agent, and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent.
BACKGROUND
1. The Borrower, certain of the Lenders, the Documentation Agent,
the Syndication Agent and the Administrative Agent are parties to that certain
Credit Agreement, dated as of March 31, 2003, as amended by that certain First
Amendment to Credit Agreement dated as of June 30, 2003 (the "Credit
Agreement"). The terms defined in the Credit Agreement and not otherwise defined
herein shall be used herein as defined in the Credit Agreement.
2. The Borrower has requested (a) the addition of an Incremental
Facility consisting of Incremental Revolving Credit Loans and Incremental
Seasonal Revolving Credit Loans, (b) the removal of Wachovia Bank, National
Association (the "Exiting Lender") as a Lender under the Credit Agreement (c)
the addition of certain financial institutions as new Lenders thereto (the "New
Lenders") and (d) certain other amendments to the Credit Agreement.
3. The Lenders, the Documentation Agent, the Syndication Agent,
and the Administrative Agent hereby agree to amend the Credit Agreement, subject
to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the Borrower, the
Lenders, the Documentation Agent, the Syndication Agent and the Administrative
Agent covenant and agree as follows:
Section 1. AMENDMENT.
(a) The definition of "Cash Holdings" in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:
"Cash Holdings" shall mean the Borrower's cash in the
Borrower's stores, plus the Borrower's cash in the Borrower's
depository accounts with Administrative Agent, plus the Borrower's cash
in the Borrower's depository accounts with Other Financial
Institutions, plus the amount of items of the Borrower in clearing at
the Administrative Agent and at Other Financial Institutions, plus cash
of the Borrower in transit with armored couriers.
(b) The definition of "Subsidiary's Cash Holdings" in Section 1.01
of the Credit Agreement is amended to read as follows:
"Subsidiary's Cash Holdings" shall mean, with respect to a
Subsidiary of
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the Borrower, other than ACE Funding, such Subsidiary's cash in such
Subsidiary's stores, plus such Subsidiary's cash in such Subsidiary's
depository accounts with the Administrative Agent, plus such
Subsidiary's cash in such Subsidiary's depository accounts with Other
Financial Institutions, plus the amount of items of such Subsidiary in
clearing at the Administrative Agent and at Other Financial
Institutions, plus cash of such Subsidiary in transit with armored
couriers.
(c) Section 2.10(a) of the Credit Agreement is hereby
amended to read as follows:
(a) If any Change in Law shall:
(i) impose, modify or deem applicable any
reserve, special deposit or similar requirement against assets
of, deposits with or for the account of, or credit extended
by, any Lender (except any such reserve requirement reflected
in the Adjusted LIBO Rate) or the Issuing Bank; or
(ii) impose on any Lender or the Issuing Bank or
the London interbank market any other condition affecting this
Agreement or Eurodollar Loans made by such Lender or any
Letter of Credit or participation therein;
and the result of any of the foregoing shall be to increase
the cost to such Lender of making or maintaining any
Eurodollar Loan (or of maintaining its obligation to make any
such Eurodollar Loan) or to increase the cost to such Lender
or the Issuing Bank of participating in, issuing or
maintaining any Letter of Credit or to reduce the amount of
any sum received or receivable by such Lender or the Issuing
Bank hereunder (whether of principal, interest or otherwise),
then the Borrower will pay to such Lender or the Issuing Bank,
as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Bank, as the case may
be, for such additional costs incurred or reduction suffered.
(d) Amendment to Article III. Article III of the Credit Agreement
is hereby amended to add the following new Section 3.22 in numerical order to
read as follows:
SECTION 3.22 Tax Shelter Regulations. The Borrower does not
intend to treat the Loans and/or Letters of Credit as being a
"reportable transaction" (within the meaning of Treasury Regulation
Section 1.6011-4). In the event the Borrower determines to take any
action inconsistent with such intention, it will promptly notify the
Administrative Agent thereof. If the Borrower so notifies the
Administrative Agent, the Borrower acknowledges that one or more of the
Lenders may treat its Loans and/or its interest in Letters of Credit as
part of a transaction that is subject to Treasury Regulation Section
301.6112-1, and such Lender or Lenders, as applicable, will maintain
the lists and other records required by such Treasury Regulation.
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(e) Section 5.05 of the Credit Agreement is hereby amended by (i)
deleting "and" at the end of clause (l) thereof; (ii) deleting "." at the end of
clause (m) thereof and inserting "; and" in lieu thereof; and (iii) adding the
following new clause (n) thereto to read as follows:
(n) promptly after the Borrower has notified the
Administrative Agent of any intention by the Borrower to treat the
Loans and/or Letters of Credit as being a "reportable transaction"
(within the meaning of Treasury Regulation Section 1.6011-4), a duly
completed copy of IRS Form 8886 or any successor form.
(f) Subsection (a) of Section 6.06 of the Credit Agreement is
hereby amended to read as follows:
(a) Advances by Borrower or any Subsidiary to its
employees, other than corporate officers, for salary and other
compensatory benefits, travel advances, advances against commissions
and other similar advances in the ordinary course of business, provided
that the amount of such advances does not exceed $200,000 in the
aggregate at any time;
(g) Section 9.12 of the Credit Agreement is hereby amended by
adding the following sentence to the end thereof to read as follows:
Notwithstanding anything to the contrary, "Information" shall
not include, and the Agent, the Issuing Bank and each Lender may
disclose without limitation of any kind, any information with respect
to the "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) of the transactions
contemplated hereby and all materials of any kind (including opinions
or other tax analyses) that are provided to the Agent, the Issuing Bank
or such Lender relating to such tax treatment and tax structure;
provided that with respect to any document or similar item that in
either case contains information concerning the tax treatment or tax
structure of the transaction as well as other information, this
sentence shall only apply to such portions of the document or similar
item that relate to the tax treatment or tax structure of the Loans,
Letters of Credit and transactions contemplated hereby.
(h) Schedule 2.01(a) to the Credit Agreement is hereby amended to
be in the form of Schedule 2.01(a) hereto.
(i) Schedule 2.01(b) to the Credit Agreement is hereby amended to
be in the form of Schedule 2.01(b) hereto.
(j) Schedule 2.02(a) to the Credit Agreement is hereby amended to
be in the form of Schedule 2.02(a) hereto.
(k) Schedule 2.02(b) to the Credit Agreement is hereby amended to
be in the form of Schedule 2.02(b) hereto.
Section 2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By
its execution and delivery hereof, the Borrower represents and warrants that, as
of the date hereof:
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(a) the representations and warranties contained in the Credit
Agreement and the other Credit Documents are true and correct on and as of the
date hereof as made on and as of such date;
(b) no event has occurred and is continuing which constitutes a
Default or an Event of Default;
(c) (i) the Borrower has full power and authority to execute and
deliver this Second Amendment, the Revolving Credit Note and Seasonal Revolving
Credit Note payable to the order of each New Lender (collectively, the "New
Notes"), and the replacement Revolving Credit Note and Seasonal Revolving Credit
Note for each Lender whose Revolving Credit Commitment and Seasonal Revolving
Credit Commitment is being amended by this Second Amendment (collectively, the
"Replacement Notes"), (ii) this Second Amendment, the New Notes and the
Replacement Notes have been duly executed and delivered by the Borrower, and
(iii) this Second Amendment, the New Notes, the Replacement Notes and the Credit
Agreement, as amended hereby, constitute the legal, valid and binding
obligations of the Borrower, enforceable in accordance with their respective
terms, except as enforceability may be limited by applicable debtor relief laws
and by general principles of equity (regardless of whether enforcement is sought
in a proceeding in equity or at law) and except as rights to indemnity may be
limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Second
Amendment, the New Notes, the Replacement Notes and the Credit Agreement, as
amended hereby, nor the consummation of any transactions contemplated herein or
therein, will conflict with (i) the certificate or articles of incorporation or
the applicable constituent documents or bylaws of the Borrower or its
Subsidiaries, (ii) to Borrower's knowledge, any provision or law, statute, rule
or regulation applicable to the Borrower or its Subsidiaries or (iii) any
indenture, agreement or other instrument to which the Borrower, the Subsidiaries
or any of their properties are subject; and
(e) no authorization, approval, consent, or other action by,
notice to, or filing with, any governmental authority or other Person not
previously obtained is required for (i) the execution, delivery or performance
by the Borrower of this Second Amendment, the New Notes and the Replacement
Notes or (ii) the acknowledgement by each Guarantor of this Second Amendment.
Section 3. CONDITIONS TO EFFECTIVENESS. This Second Amendment shall be
effective upon satisfaction or completion of the following:
(a) the Administrative Agent shall have received counterparts of
this Second Amendment executed by the Required Lenders (which shall include each
New Lender);
(b) the Administrative Agent shall have received counterparts of
this Second Amendment executed by the Borrower and acknowledged by each
Guarantor;
(c) the Administrative Agent shall have received a duly executed
(i) New Note for each New Lender and (ii) Replacement Note for each Lender whose
Revolving Credit Commitment and Seasonal Credit Commitment is being amended by
this Second Amendment;
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(d) the Exiting Lender shall have received $2,083,196.33 which
represents payment in full of all amounts due and owing to the Exiting Lender
under the Credit Agreement and the other Credit Documents;
(e) the Administrative Agent shall have received certified
resolutions of the Board of Directors of the Borrower authorizing the execution,
delivery and performance of this Second Amendment, the New Notes and the
Replacement Notes;
(f) the Administrative Agent shall have received an opinion of the
Borrower's counsel, in form and substance satisfactory to the Administrative
Agent, with respect to matters set forth in Section 2(c), (d) and (e) of this
Second Amendment;
(g) the satisfaction of the conditions set forth in Section 4.01
of the Credit Agreement; and
(h) the Administrative Agent shall have received, in form and
substance satisfactory to the Administrative Agent and its counsel, such other
documents, certificates and instruments as the Administrative Agent shall
require.
Section 4. PURCHASE BY LENDERS. Simultaneously with the satisfaction of
conditions to effectiveness set forth in Section 3, each Lender shall purchase
or sell (as the case may be), without recourse, an amount of Loans consisting of
the Revolving Credit Loans and Seasonal Revolving Credit Loans and an amount of
LC Exposure such that after giving effect to this Second Amendment, the amount
of (a) each Lender's Revolving Credit Commitment under the Credit Agreement
which has been utilized shall be pro rata among the Lenders in the proportion
that their respective Revolving Credit Commitment bears to the aggregate
Revolving Credit Commitments set forth in Schedule 2.01(a) attached hereto and
(b) each Lender's Seasonal Revolving Credit Commitment under the Credit
Agreement which has been utilized shall be pro rata among the Lenders in the
proportion that their respective Seasonal Revolving Credit Commitment bears to
the aggregate Seasonal Revolving Credit Commitments set forth in Schedule
2.01(b) attached hereto. The payment made to the Exiting Lender pursuant to this
Second Amendment shall not be subject to Section 2.13(c) of the Credit
Agreement. The Borrower shall pay any additional amounts required pursuant to
Section 2.11 of the Credit Agreement to the extent that any purchase or sale
results in a Eurodollar Loan, or a portion thereof, being paid on a day other
than the last day of an Interest Period therefor. Each New Lender represents and
warrants to the Administrative Agent as follows:
(a) such New Lender has received a copy of the Credit Agreement
and all amendments thereto, together with copies of the most recent financial
statements of the Borrower delivered pursuant thereto;
(b) it has the full power and authority and the legal right to
make, deliver and perform, and has taken all necessary action, to authorize the
execution, delivery and performance of this Second Amendment, and any and all
other documents delivered by it in connection herewith and to fulfill its
obligations under, and to consummate the transactions contemplated by, this
Second Amendment and the other Credit Documents, and no consent or authorization
of, filing with, or other act by or in respect of any Governmental Authority, is
required in connection herewith or therewith;
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(c) under applicable laws no tax will be required to be withheld
by the Administrative Agent or the Borrower with respect to any payments to be
made to such New Lender under any Credit Document, and no tax forms described in
Section 2.12(e) of the Credit Agreement are required to be delivered by such New
Lender;
(d) such New Lender has received and reviewed such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Second Amendment and become a party to the Credit
Agreement;
(e) such New Lender has independently and without reliance upon
the Administrative Agent or any other Person, and based on such information as
such New Lender has deemed appropriate, made its own credit analysis and
decision to enter into this Second Amendment and become a party to the Credit
Agreement;
(f) such New Lender will, independently and without reliance upon
the Administrative Agent or any other Lender, and based upon such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement; and
(g) such New Lender will perform in accordance with their terms
all of the obligations which by the terms of the Credit Agreement and the other
Credit Documents are required to be performed by it as a Lender.
Section 5. EXITING LENDER. Upon satisfaction of the conditions to
effectiveness set forth in Section 3 of this Second Amendment, (a) the Exiting
Lender shall not (i) be a Lender under the Credit Agreement and (ii) have any
rights or obligations with respect to being a Lender, except for those that
expressly survive termination of the Credit Agreement or termination of any
commitments thereunder, and (b) the Exiting Lender shall xxxx its Revolving
Credit Note and Seasonal Revolving Credit Note "PAID IN FULL," and promptly
return its Revolving Credit Note and Seasonal Revolving Credit Note to the
Borrower. The Exiting Lender acknowledges and agrees that the amount set forth
in Section 3(d) above is all amounts due and owing to the Exiting Lender under
the Credit Agreement and the other Credit Documents.
Section 6. REFERENCE TO THE CREDIT AGREEMENT.
(a) Upon the effectiveness of this Second Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", or words of like import shall
mean and be a reference to the Credit Agreement, as affected and amended hereby.
(b) The Credit Agreement, as amended by the amendments referred to above, shall
remain in full force and effect and is hereby ratified and confirmed.
Section 7. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand all
costs and expenses of the Administrative Agent in connection with the
preparation, reproduction, execution and delivery of this Second Amendment and
the other instruments and documents to be delivered hereunder (including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Agent with respect thereto).
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Section 8. GUARANTOR'S ACKNOWLEDGMENT. By signing below, each Guarantor
(a) acknowledges, consents and agrees to the execution, delivery and performance
by the Borrower of this Second Amendment, (b) acknowledges and agrees that its
obligations in respect of its Guaranty Agreement (i) are not released,
diminished, waived, modified, impaired or affected in any manner by this Second
Amendment or any of the provisions contemplated herein, (c) ratifies and
confirms its obligations under its Guaranty Agreement, and (d) acknowledges and
agrees that it has no claims or offsets against, or defenses or counterclaims
to, its Guaranty Agreement.
Section 9. EXECUTION IN COUNTERPARTS. This Second Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which when taken together shall constitute
but one and the same instrument. For purposes of this Second Amendment, a
counterpart hereof (or signature page thereto) signed and transmitted by any
Person party hereto to the Administrative Agent (or its counsel) by facsimile
machine, telecopier or electronic mail is to be treated as an original. The
signature of such Person thereon, for purposes hereof, is to be considered as an
original signature, and the counterpart (or signature page thereto) so
transmitted is to be considered to have the same binding effect as an original
signature on an original document.
Section 10. GOVERNING LAW; BINDING EFFECT. This Second Amendment shall
be shall be construed in accordance with and governed by the law of the State of
Texas; provided, that the Administrative Agent, the Agent, and each Lender shall
retain all rights arising under federal law, and shall be binding upon the
parties hereto and their respective successors and assigns.
Section 11. HEADINGS. Section headings in this Second Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Second Amendment for any other purpose.
Section 12. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS
SECOND AMENDMENT, AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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IN WITNESS WHEREOF, this Second Amendment is executed as of the date
first set forth above.
ACE CASH EXPRESS, INC., as Borrower
By: /s/ XXXX XXXXXXX
------------------------------------
Name: Xxxx Xxxxxxx
Title: VP Finance & Asst. Treasurer
Signature Page to Second Amendment
XXXXX FARGO BANK TEXAS, NATIONAL ASSOCIATION, as
Administrative Agent, Issuing Bank, and as a Lender
By: /s/ XXXXXXXXX X. XXXXX
----------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Assistant Vice President
Signature Page to Second Amendment
JPMORGAN CHASE BANK, as a Lender
By: /s/ XXXXX XXXXXXXX
-------------------
Name: Xxxxx XxXxxxxx
Title: Vice President
Signature Page to Second Amendment
BANK OF AMERICA, N.A., as Syndication Agent
and as a Lender
By: /s/ XXXXXXX HONEY
----------------------------------
Name: Xxxxxxx Honey
Title: Vice President
Signature Page to Second Amendment
US BANK NATIONAL ASSOCIATION, as
Documentation Agent and as a Lender
By: /s/ XXXXXX X. XXXXXX, XX.
-------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Vice President
Signature Page to Second Amendment
FIRST AMERICAN BANK, SSB, as a Lender
By: /s/ XXXXX XXXXX
----------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
Signature Page to Second Amendment
SOUTHWEST BANK OF TEXAS, N.A., as a Lender
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
Signature Page to Second Amendment
TEXAS CAPITAL BANK, NATIONAL
ASSOCIATION, as a Lender
By: /s/ XXXXXX X. XXXXX
----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
Signature Page to Second Amendment
NATIONAL CITY BANK, as a Lender
By: /s/ XXXXXXX X. XXXXXX
----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
Signature Page to Second Amendment
THE BANK OF NOVA SCOTIA, as a Lender
By: /s/ XXXX X. XXXXXXXX
----------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Industry Head
Signature Page to Second Amendment
RZB FINANCE LLC, as a Lender
By: /s/ XXXX X XXXXXXX
----------------------------------
Name: Xxxx X. Xxxxxxx
Title: Group Vice President
By: /s/ XXXXXX XXXXX
----------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
Signature Page to Second Amendment
ACKNOWLEDGED AND AGREED
FOR PURPOSES OF SECTION 5
ONLY:
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ XXXXXXX MAY
--------------------------------
Name: Xxxxxxx May
Title: Vice President
Signature Page to Second Amendment
ACKNOWLEDGED AND AGREED:
CHECK EXPRESS, INC.
Q. C. & G. FINANCIAL, INC.
PUBLIC CURRENCY, INC.
CHECK EXPRESS FLORIDA, INC.
CHECK EXPRESS FINANCE, INC.
CHECK-X-CHANGE CORPORATION
CHECK EXPRESS SOUTH CAROLINA, INC.
CHECK EXPRESS USA, INC.
By: /s/ XXXX XXXXXXX
------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
Signature Page to Second Amendment
SCHEDULE 2.01(a)
Revolving Credit Commitments
LENDER REVOLVING COMMITMENT
------ --------------------
Xxxxx Fargo Bank Texas, National Association $ 25,019,305 20.849420851%
JPMorgan Chase Bank $ 21,266,409 17.722007719%
Bank of America, N.A. $ 17,142,857 14.285714283%
US Bank National Association $ 13,714,286 11.428571425%
First American Bank SSB $ 10,285,715 8.571428575%
Southwest Bank of Texas, N.A. $ 6,857,143 5.714285717%
Texas Capital Bank National Association $ 6,857,143 5.714285717%
National City Bank $ 5,142,857 4.000000000%
The Bank of Nova Scotia $ 10,285,714 8.571428575%
RZB Finance LLC $ 3,428,571 2.857142857%
TOTAL $120,000,000.00 100.000000000%
Schedule 2.01(a)
SCHEDULE 2.01(b)
Seasonal Revolving Credit Commitments
LENDER REVOLVING COMMITMENT
------ --------------------
Xxxxx Fargo Bank Texas, National Association $ 11,467,181 20.849420851%
JPMorgan Chase Bank $ 9,747,104 17.722007719%
Bank of America, N.A. $ 7,857,143 14.285714283%
US Bank National Association $ 6,285,714 11.428571425%
First American Bank SSB $ 4,714,286 8.571428575%
Southwest Bank of Texas, N.A. $ 3,142,857 5.714285717%
Texas Capital Bank National Association $ 3,142,857 5.714285717%
National City Bank $ 2,357,143 4.000000000%
The Bank of Nova Scotia $ 4,714,286 8.571428575%
RZB Finance LLC $ 1,571,429 2.857142857%
TOTAL $ 55,000,000.00 100.00%
Schedule 2.01(b)
SCHEDULE 2.02(a)
Domestic Lending Office
Unless otherwise indicated, each Lender's Domestic Lending Office is the same as
its address for notices.
1. Xxxxx Fargo Bank Texas, National Association
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxx, Xxxxx 00000
Attn.: Xxxxxxxxx (Xxxx) X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
2. JPMorgan Chase Bank
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Attn.: Xxxxx XxXxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
3. Bank of America, N.A.
000 Xxxx Xx.
Xxxxxx, Xxxxx 00000
Attn.: Xxxxxxx Honey
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
4. US Bank National Association
One XX Xxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attn.: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
5. First American Bank SSB
0000 X. Xxxxxxx Xxxxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn.: X. Xxxx. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Schedule 2.02(a)
6. Southwest Bank of Texas, N.A.
Notice Address Domestic Lending Xxxxxx
000 Xxxx Xxxxxxx Xxxxxxx, Xxxxx 0000 0000 Xxxx Xxx Xxxxxxx
Xxxxxx, Xxxxx 00000 Xxxxxxx, Xxxxx 00000
Attn.: Xxxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
7. Texas Capital Bank National Association
Notice Address Domestic Lending Office
6060 N. Central Expwy #000 x/x Xxx Xxxxx
Xxxxxx, Xxxxx 00000 0000 XxXxxxxx Xxx. #000
Attn.: Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
8. National City Bank
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Attn.: Xxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
9. The Bank of Nova Scotia
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attn.: Xxxxx Xxxxxxxxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
10. RZB Finance LLC
Credit
00 Xxxxxx Xxxxx Xx
Xxxxxx, XX 00000
Attn.: Xxxxxxxxx Xxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
Schedule 2.02(a)
Funding Notices
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
Schedule 2.02(a)
SCHEDULE 2.02(b)
Eurodollar Lending Office
1. Xxxxx Fargo Bank Texas, National Association
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxx, Xxxxx 00000
Attn.: Xxxxxxxxx (Xxxx) X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
2. JPMorgan Chase Bank
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Attn.: Xxxxx XxXxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
3. Bank of America, N.A.
000 Xxxx Xx.
Xxxxxx, Xxxxx 00000
Attn.: Xxxxxxx Honey
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
4. US Bank National Association
One XX Xxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attn.: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
5. First American Bank SSB
0000 X. Xxxxxxx Xxxxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn.: X. Xxxx. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Schedule 2.02(b)
6. Southwest Bank of Texas, N.A.
0000 Xxxx Xxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
7. Texas Capital Bank National Association
c/o Xxx Xxxxx
0000 XxXxxxxx Xxx. #000
Xxxxxx, Xxxxx 00000
8. National City Bank
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Attn.: Xxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
9. The Bank of Nova Scotia
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attn.: Xxxxx Xxxxxxxxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
10. RZB Finance LLC
00 Xxxxxx Xxxxx Xx
Xxxxxx, XX 00000
Attn.: Xxxxxxxxx Xxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
Schedule 2.02(b)
