Exhibit 10.75
FOURTH AMENDMENT TO AMENDED AND RESTATED
LOAN AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the
"Amendment"), entered into as of May 9, 1997 among EZCORP, INC., a Delaware
corporation ("Borrower"), each of the Banks, and XXXXX FARGO BANK (TEXAS),
NATIONAL ASSOCIATION, a national banking association (formerly known as First
Interstate Bank of Texas, N.A.), as Agent for itself and the other Banks (in
such capacity, together with its successors in such capacity the "Agent") and as
the Issuing Bank.
RECITALS:
A. Borrower, Agent, Banks and Issuing Bank have previously entered into
that certain Amended and Restated Loan Agreement dated as of November 29, 1994
as amended by (i) that certain First Amendment to Amended and Restated Loan
Agreement effective as of February 15, 1995, (ii) that certain Second Amendment
to Amended and Restated Loan Agreement and Waiver dated as of August 3, 1995
(the "Second Amendment"), and (iii) that certain Third Amendment to Amended and
Restated Loan Agreement effective as of June 24, 1996 (as amended, the
"Agreement").
B. Borrower, Agent, Banks and Issuing Bank now desire to amend the
Agreement to revise a pricing provision, extend the Revolving Credit Loan
Termination Date, amend the Borrowing Base provisions, release the collateral
and revise certain financial and other covenants as hereinafter more
specifically provided.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
ARTICLE I.
Definitions
I.1 Definitions. All capitalized terms not otherwise defined herein, shall
have the same meanings as in the Agreement, as amended hereby.
ARTICLE II.
Amendments
II.1 Definitions. Effective as of the date hereof:
(a)The definitions of "Borrowing Base," "Eligible Accounts," "Eligible
Inventory," "Fixed Charge Coverage," "Non-Operating Subsidiary," "Operating
Subsidiary," and "Subsidiary Security Agreement" appearing in Section 1.1
of the Agreement are hereby deleted.
(b)The definitions of "Applicable Rate," "EBITDA Coverage,"
"Guarantor," and "Revolving Credit Loan Termination Date" appearing in
Section 1.1 of the Agreement are hereby amended and restated in their
entirety to read as follows:
'Applicable Rate' means: (a) during the period that an Advance is a
Prime Rate Advance, the Prime Rate; and (b) during the period that a
Revolving Credit Loan is a Eurodollar Advance, the Adjusted Eurodollar
Rate, plus the Eurodollar Margin.
'EBITDA Coverage' means, for each Fiscal Quarter, the quotient
determined by dividing (i) net income before federal income taxes,
depreciation, amortization and interest expense and Rental (herein
defined) of the Borrower and its consolidated subsidiaries for such
Fiscal
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Quarter and the prior three (3) Fiscal Quarters by (ii) the sum of the
contractual principal payments of any Long Term Debt due during such
Fiscal Quarter and the prior three (3) Fiscal Quarters plus interest
expense, Rental, Maintenance Capital Expenditures (herein defined) and
dividends of the Borrower and its consolidated Subsidiaries for such
Fiscal Quarter and the prior three (3) Fiscal Quarters. As used herein
the term "Rental" means the amounts paid by the Borrower and each
Subsidiary to lease facilities for business operations. As used
herein, the phrase "Maintenance Capital Expenditures" means total
capital expenditures less capital expenditures due to (i)
acquisitions, (ii) new stores, (iii) store relocations, and (iv)
information systems up to a cumulative amount of Three Million Five
Hundred Thousand Dollars ($3,500,000.00) from and after May 9, 1997.
'Guarantor' means each and every wholly-owned Subsidiary of Borrower
whether now in existence or hereafter created which include but are
not limited to the following: Texas EZPAWN Management, Inc., a
Delaware corporation, Texas EZPAWN L.P., a Texas limited partnership
("TELP"), and EZPAWN Holdings, Inc. (formerly EZPAWN Texas, Inc.),
EZPAWN Oklahoma, Inc., d/b/a EZPAWN Okie, Inc., EZPAWN Arkansas, Inc.,
EZPAWN Colorado, Inc., EZPAWN Alabama, Inc., dba EZPW Alabama, Inc.,
EZPAWN Tennessee, Inc., EZPAWN Georgia, Inc., and EZPAWN Indiana,
Inc., EZPAWN Florida, Inc., d/b/a EZPW Florida, Inc., EZPAWN Kansas,
Inc., EZPAWN Kentucky, Inc., EZPAWN Missouri, Inc., EZPAWN Nevada,
Inc., EZPAWN North Carolina, Inc., EZPAWN South Carolina, Inc., EZPAWN
Louisiana, Inc., EZ Car Sales, Inc., and EZPAWN Construction, Inc.,
all of which are Delaware corporations.
'Revolving Credit Loan Termination Date' means 10:00 A.M. Austin,
Texas time on January 30, 2000, or such earlier date and time on which
the Commitments terminate as provided in this Agreement."
(c)The following definitions are hereby added to Section 1.1 of the
Agreement in the proper alphabetical order:
'Borrowing Cap' means, at any particular time, an amount equal to the
lesser of (i) the Commitments or (ii) the sum of sixty-five percent (65%)
of Pawn Receivables and Service Charge Receivables, plus thirty-five
percent (35%) of Inventory, in each case as shown on the most recent
quarterly financial statements delivered pursuant to Section 8.1(b) of this
Agreement.
'Eurodollar Margin' shall have the meaning set forth in Section 2.9A."
II.2 Commitments. Effective as of the date hereof, clause (A) of Section
2.1 of the Agreement is hereby amended to read as follows:
"(A) the Commitments"
II.3 Swing Loans. Effective as of the date hereof, clause (i) of the first
sentence of Section 2.7(a) of the Agreement is hereby amended to read as
follows:
"(i) which when added to the then outstanding Revolving Credit Loan
Advances plus the outstanding Letter of Credit Liabilities plus the
outstanding Swing Loan Advances would exceed the Commitments,"
II.4 Fees. Effective as of the date hereof:
(a) Section 2.9 of the Agreement is hereby amended and restated in its
entirety as follows:
"2.9 Fees. (a) The Borrower agrees to pay to the Agent for the account
of the Banks as hereinafter provided, a Facility Fee (herein so
called) in an amount equal to five
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one-hundredths of one percent (0.05%) of the total Commitments per
annum based on a 360 day year payable in arrears on each Quarterly
Payment Date and on the Revolving Credit Loan Termination Date. The
Agent shall pay the Facility Fee to the Banks on a pro rata basis. (b)
On or prior to each September 30 during the term hereof, the Borrower
agrees to pay to the Agent for the account of the Agent an annual
agent fee in an amount to be agreed to by the Borrower and the Agent
pursuant to a side letter agreement. (c) The Borrower agrees to pay to
the Agent for the account of the Banks a Commitment Fee (herein so
called) on the average daily unused amount of such Bank's Commitment
for the period from and including the date of this Agreement to and
including the Revolving Credit Loan Termination Date, at the rate
specified in Section 2.9A below, based on a 360 day year and the
actual number of days elapsed. The accrued Commitment Fee shall be
payable in arrears on each Quarterly Payment Date and on the Revolving
Credit Loan Termination Date."
(b) The following Section 2.9A is hereby added after Section 2.9 of
the Agreement:
"2.9A Determination of Eurodollar Margin and Commitment Fee. The
Eurodollar Margin and the Commitment Fee shall be defined and
determined as follows:
'Commitment Fee' shall mean (i) during the period from May 9,
1997 and ending on but not including the first Adjustment Date
(as defined below), thirty-five hundredths of one percent (0.35%)
per annum; and (ii) during each period, from and including one
Adjustment Date to but excluding the next Adjustment Date (herein
a "Calculation Period"), the percent per annum set forth in the
table below in this Section 2.9A under the heading "Commitment
Fee" opposite the Adjustment Conditions calculated for the
completed four (4) Fiscal Quarters which immediately preceded the
beginning of the applicable Calculation Period.
'Eurodollar Margin' shall mean (i) during the period commencing
May 9, 1997 and ending on but not including the first Adjustment
Date, one and one-quarter percent (1.25%) per annum, and (ii)
during each Calculation Period, the percent per annum set forth
in the table below in this Section 2.9A under the heading
"Eurodollar Margin" opposite the Adjustment Conditions calculated
for the completed four (4) Fiscal Quarters which immediately
preceded the beginning of the applicable Calculation Period.
================================================================================
Adjustment Conditions Commitment Fee Eurodollar Margin
--------------------------------------------------------------------------------
Level 1:
EBITDA Coverage < 1.5:1 0.35% 1.50%
--------------------------------------------------------------------------------
Level 2:
EBITDA Coverage >= 1.5:1 but <
2.5:1 0.35% 1.25%
--------------------------------------------------------------------------------
Level 3:
EBITDA Coverage >= 2.5:1 and
pre-tax income for year ended
9/30/97 is >= $8,000,000 0.25% 1.00%
--------------------------------------------------------------------------------
Level 4:
EBITDA Coverage >= 2.5:1 and
pre-tax income for year ended
9/30/98 is >= $12,000,000 and
================================================================================
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--------------------------------------------------------------------------------
Leverage Ratio < .6:1 0.25% 0.75%
================================================================================
Unless the Level 3 or Level 4 adjustment conditions have
previously been satisfied, upon delivery of the Quarterly
Certificate pursuant to Section 8.1(c) in connection with the
financial statements required to be delivered pursuant to Section
8.1(b) at the end of each Fiscal Quarter commencing with such
Quarterly Certificate delivered at the end of the Fiscal Quarter
ending on June 30, 1997, the Commitment Fee and the Eurodollar
Margin shall automatically be adjusted as set forth in the table
above with respect to the Level 1 and Level 2 adjustment
conditions, such automatic adjustment to take effect as of the
first Business Day after the receipt by the Agent of the related
Quarterly Certificate (each such Business Day when the Commitment
Fee or Eurodollar Margin is adjusted pursuant to this sentence or
below, herein an "Adjustment Date"). If the Borrower fails to
deliver such Quarterly Certificate which so sets forth the EBITDA
Coverage within the period of time required by Section 8.1(c):
(i) the Commitment Fee shall automatically be adjusted to
thirty-five hundredths of one percent (0.35%) and (ii) the
Eurodollar Margin shall automatically be adjusted to one and
one-half percent (1.50%), such automatic adjustments to take
effect as of the first Business Day after the last day on which
the Borrower was required to deliver the applicable Quarterly
Certificate in accordance with Section 8.1(c) and to remain in
effect until subsequently adjusted in accordance herewith upon
the delivery of a Quarterly Certificate.
Notwithstanding the foregoing, no adjustment shall be made for
satisfaction of Level 3 adjustment conditions prior to receipt of
the audited financials as required by Section 8.1(a) for the
fiscal year ending September 30, 1997, and no adjustment for
satisfaction of Level 4 adjustment conditions shall be made prior
to receipt of the audited financials as required by Section
8.1(a) for the fiscal year ending September 30, 1998.
Upon delivery of the September 30, 1997 and September 30, 1998
audited financials pursuant to Section 8.1(a), the Commitment Fee
and the Eurodollar Margin shall automatically be adjusted as set
forth in the table above if the Level 3 or Level 4 adjustment
conditions, as applicable, are satisfied, such automatic
adjustment to take effect as of (a) the first day of the next
calendar month after receipt by the Agent of the related audited
financials with respect to Base Rate Advances and (b) the first
day of the next Interest Period after receipt by the Agent of the
related audited financials with respect to Eurodollar Advances."
II.5 Letters of Credit. Effective as of the date hereof:
(a)Clause (ii)(A) of the first sentence of Section 3.1(a) of the
Agreement is hereby amended to read as follows:
"(A) the Commitments,"
(b)The reference to "January 2, 1997" in the second sentence of
Section 3.1(a) of the Agreement is hereby changed to "January 2, 2000."
II.6 Mandatory Prepayments. Effective as of the date hereof, Section 4.3 of
the Agreement is hereby deleted in its entirety.
II.7 Reporting Requirements. Effective as of the date hereof:
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(a) Section 8.1(b) of the Agreement is hereby amended and restated in
its entirety to read as follows:
"(b) Quarterly Financial Statements. As soon as available and in
any event within forty-five (45) days after the end of each
Fiscal Quarter of the Borrower a copy of an unaudited financial
report of the Borrower and the Subsidiaries as of the end of such
Fiscal Quarter and for the portion of the fiscal year then ended,
containing, on a consolidated and, if requested by the Agent,
consolidating basis, balance sheets and statements of income,
retained earnings, and Cash Flow in each case setting forth in
comparative form the figures for the corresponding period of the
preceding fiscal year, all in reasonable detail certified by the
chief financial officer of the Borrower to have been prepared in
accordance with GAAP and to fairly and accurately present
(subject to year-end audit adjustments) the financial condition
and results of operations of the Borrower and the Subsidiaries,
on a consolidated and, if requested by the Agent, consolidating
basis, at the date and for the periods indicated therein;"
(b) Section 8.1(j) of the Agreement is hereby deleted.
II.8 Subsidiary Guaranties and Waivers. Effective as of the date hereof,
Section 8.12 of the Agreement is hereby amended and restated in its entirety to
read as follows:
"Section 8.12 Subsidiary Guaranties. As soon as possible and in any
event within thirty (30) days after the creation or acquisition of a new
Subsidiary, Borrower will deliver or cause to be delivered to Agent (a) a
Guaranty executed by such new Subsidiary, and (b)(i) a certificate of such
new Subsidiary's secretary regarding incumbency and authorizing corporate
resolutions and (ii) certificates of good standing and authority issued by
the Governmental Authority in such states where the new Subsidiary is doing
business."
II.9 Non-Operating Subsidiaries.Effective as of the date hereof, Section
8.13 of the Agreement is hereby deleted in its entirety.
II.10 Debt. Effective as of the date hereof, the reference to "Two Million
Five Hundred Thousand Dollars ($2,500,000)" in Section 9.1(c) of the Agreement
is hereby amended to read "Five Million Dollars ($5,000,000)."
II.11 Restricted Payments. Effective as of the date hereof, Section 9.4 of
the Agreement is hereby amended and restated in its entirety to read as follows:
"Section 9.4 Restricted Payments. The Borrower will not declare or pay
any dividends or make any other payment or distribution (whether in cash,
property, or obligations) on account of its capital stock, or redeem,
purchase, retire, or otherwise acquire any of its capital stock, or permit
any of its Subsidiaries to purchase or otherwise acquire any capital stock
of the Borrower or another Subsidiary, or set apart any money for a sinking
or other analogous fund for any dividend or other distribution on its
capital stock; provided that (a) the Borrower may pay dividends on its
capital stock up to an aggregate amount of twenty-five percent (25%) of the
Borrower's net income during each fiscal year and (b) the Borrower may
redeem shares of its capital stock in an aggregate amount not to exceed
thirty million dollars ($30,000,000)."
II.12 Investments. Effective as of the date hereof, Section 9.5(h) of the
Agreement is hereby amended and restated in its entirety to read as follows:
"(h) any loans or investments not covered in the previous sections of
this Section 9.5 not to exceed the aggregate principal amount of
$10,000,000."
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II.13 Disposition of Assets. Section 9.8(c) of the Agreement is hereby
amended to read as follows:
"(c) Dispositions in addition to those described in (a) and (b) above,
for which the Borrower and the Subsidiaries have received fair
consideration."
II.14 Accounting. Effective as of the date hereof, Section 9.11 of the
Agreement is hereby amended and restated in its entirety to read as follows:
"Section 9.11 Accounting. The Borrower will not, and will not permit
any of its Subsidiaries to, change its fiscal year or make any change in
accounting treatment or reporting practices, except as permitted by GAAP
and disclosed to the Agent."
II.15 Consolidated Tangible Net Worth. Effective as of the date hereof,
Section 10.1 of the Agreement is hereby amended and restated in its entirety to
read as follows:
"Section 10.1Consolidated Tangible Net Worth. Beginning with the
Fiscal Quarter ending December 31, 1996, the Borrower will maintain
Consolidated Tangible Net Worth in an amount not less than Ninety-Six
Million Dollars ($96,000,000) plus (b) an amount equal to seventy-five
percent (75%) of Consolidated Net Income (not less than zero (0) dollars
[$0.00]) for all periods subsequent to the Fiscal Quarter ending December
31, 1996, minus (c) an amount equal to the Borrower's treasury stock (not
to exceed Thirty Million Dollars [$30,000,000]), plus (d) an amount equal
to one hundred percent (100%) of the cash proceeds of all equity offerings
(net of underwriting discounts and commissions and other reasonable costs
associated therewith) of the Borrower subsequent to the date of the Second
Amendment to this Agreement."
II.16 Leverage Ratio. Effective as of the date hereof, Section 10.2 of the
Agreement is hereby amended and restated in its entirety to read as follows:
"Section 10.2 Leverage Ratio. Borrower will maintain a Leverage Ratio
of not greater than .75 to 1.0."
II.17 Fixed Charge Coverage. Effective as of the date hereof, Section 10.3
of the Agreement is hereby deleted.
II.18 Inventory Turnover. Effective as of the date hereof, Section 10.4 of
the Agreement is hereby amended and restated in its entirety to read as follows:
"Section 10.4 Inventory Turnover. Borrower will maintain an Inventory
Turnover of not less than 1.75."
II.19 Consolidated Net Income. Effective as of the date hereof, Section
10.6 of the Agreement is hereby amended and restated in its entirety to read as
follows:
"Section 10.6 Consolidated Net Income. Beginning with the Fiscal
Quarter ending March 31, 1997, the Borrower will not permit its
Consolidated Net Income for any Fiscal Quarter calculated on a rolling four
quarter basis, to be less than zero (0) dollars ($0.00)."
II.20 Ratio of Pawn Receivables to Inventory. Effective as of the date
hereof, Section 10.8 of the Agreement is hereby amended and restated in its
entirety to read as follows:
"Section 10.8Pawn Receivables/Inventory. Borrower, on a consolidated
basis, will maintain for each rolling four quarter period a ratio of Pawn
Receivables to Inventory of at least .65."
II.21 Borrowing Cap. Effective as of the date hereof, the following Section
10.9 is hereby added to the Agreement:
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"Section 10.9 Borrowing Cap. Beginning with the Fiscal Quarter ending
March 31, 1997, the Borrower shall not permit the then outstanding
Revolving Credit Loan Advances plus Swing Loan Advances plus Letter of
Credit Liabilities to exceed the Borrowing Cap at the end of each Fiscal
Quarter."
II.22 Schedule 7. Effective as of the date hereof, Schedule 7 of the
Agreement is hereby deleted.
II.23 References to First Interstate. Effective as of the date hereof, all
references to "First Interstate Bank of Texas, N.A." appearing in the Agreement
are hereby changed to "Xxxxx Fargo Bank (Texas), National Association."
II.24 Release of Liens. Effective as of the date hereof, the Liens
previously granted by the Borrower and each Subsidiary in favor of Agent, for
the benefit of the Banks pursuant to the Second Amendment, are hereby released.
Agent agrees that it will promptly execute Uniform Commercial Code termination
statements with respect to each Uniform Commercial Code financing statement
currently on file against the Borrower and its Subsidiaries in connection
therewith.
ARTICLE III.
Conditions Precedent
III.1 Condition. The effectiveness of this Amendment is subject to the
satisfaction of the following conditions precedent:
(a) Agent shall have received all of the following, each dated (unless
otherwise indicated) the date of this Amendment, in form and substance
satisfactory to the Agent:
(i) This Amendment executed by all parties hereto.
(ii) Resolutions of the Board of Directors of Borrower certified
by its secretary or assistant secretary which authorizes the
execution, delivery and performance by Borrower of this Amendment
and the other Loan Documents executed in connection herewith.
(iii) A certificate of incumbency certified by the secretary or
the assistant secretary of Borrower certifying the names of the
officers thereof authorized to sign this Amendment and the other
Loan Documents together with specimen signatures of such
officers.
(iv) Resolutions of the Board of Directors of each of the
Guarantors certified by its secretary or assistant secretary
which authorize the execution, delivery and performance by each
of the Guarantors of this Amendment and the other Loan Documents
executed in connection herewith.
(v) A certificate of incumbency certified by the secretary or the
assistant secretary of each Guarantor certifying the names of the
officers thereof authorized to sign this Amendment and the other
Loan Documents together with specimen signatures of such
officers.
(b) No Default. No Default shall have occurred and be continuing.
(c) Representations and Warranties. All of the representations and
warranties contained in Article VII of the Agreement, as amended hereby and
in the other Loan Documents shall be true and correct on and as of the date
of this Amendment with the same force and effect as if such representations
and warranties had been made on and as of such date, except to the extent
such representations and warranties speak to a specific date.
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ARTICLE IV.
Ratifications, Representations and Warranties
IV.1 Ratifications. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions set forth in
the Agreement and except as expressly modified and superseded by this Amendment,
the terms and provisions of the Agreement and the other Loan Documents are
ratified and confirmed and shall continue in full force and effect. Borrower,
Banks, Issuing Bank and Agent agree that the Agreement as amended hereby and the
other Loan Documents shall continue to be legal, valid, binding and enforceable
in accordance with their respective terms.
IV.2 Representations and Warranties. Borrower hereby represents and
warrants to Banks, Agent and Issuing Bank that (i) the execution, delivery and
performance of this Amendment and any and all other Loan Documents executed
and/or delivered in connection herewith have been authorized by all requisite
corporate action on the part of Borrower and will not violate the articles of
incorporation or bylaws of Borrower, (ii) the representations and warranties
contained in the Agreement, as amended hereby, and any other Loan Document are
true and correct on and as of the date hereof as though made on and as of the
date hereof, except to the extent such representations and warranties speak to a
specific date, (iii) no Event of Default has occurred and is continuing and no
event or condition has occurred that with the giving of notice or lapse of time
or both would be an Event of Default, (iv) Borrower is in full compliance with
all covenants and agreements contained in the Agreement as amended hereby, (v)
the Borrower has no Subsidiaries other than those listed on Schedule 3 attached
hereto and such Schedule 3: sets forth the jurisdiction of incorporation of each
corporate Subsidiary, the jurisdiction of formation of TELP, and the percentage
of the Borrower's ownership of the outstanding voting stock of each corporate
Subsidiary and the partnership interest of Borrower in TELP. All of the
outstanding capital stock of each corporate Subsidiary has been validly issued,
is fully paid and is nonassessable.
ARTICLE V.
Miscellaneous
V.1 Survival of Representations and Warranties. All representations and
warranties made in this Amendment or any other Loan Document including any Loan
Document furnished in connection with this Amendment shall survive the execution
and delivery of this Amendment and the other Loan Documents, and no
investigation by Banks, Agent or Issuing Bank or any closing shall affect the
representations and warranties or the right of Banks or Agent or Issuing Bank to
rely upon them.
V.2 Reference to Agreement. Each of the Loan Documents, including the
Agreement and any and all other agreements, documents, or instruments now or
hereafter executed and delivered pursuant to the terms hereof or pursuant to the
terms of the Agreement as amended hereby, are hereby amended so that any
reference in such Loan Documents to the Agreement shall mean a reference to the
Agreement as amended hereby.
V.3 Severability. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
V.4 Applicable Law. This Amendment and all other Loan Documents executed
pursuant hereto shall be deemed to have been made and to be performable in
Xxxxxx, Xxxxxx County, Texas and shall be governed by and construed in
accordance with the laws of the State of Texas.
V.5 Successors and Assigns. This Amendment is binding upon and shall inure
to the benefit of Banks, Agent, Issuing Bank and Borrower and their respective
successors and assigns, except Borrower may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of Banks.
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V.6 Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.
V.7 ENTIRE AGREEMENT. THIS AMENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS
AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT EMBODY
THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL
PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER
WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR
VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR
DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE
PARTIES HERETO.
Executed as of the date first written above.
BORROWER:
EZCORP, INC.
By: ___________________________________
Name:______________________________
Title:_____________________________
Address for Notices:
0000 Xxxxxxx Xxxxxxx
Xxxxxx, XX 00000
Fax No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention:Xxx Xxxxxxxx
Chief Financial Officer
AGENT:
XXXXX FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
By: ___________________________________
Name: Xxxxx Xxxxx
Title: Vice President
Address for Notices:
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Fax No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xxxxx Xxxxx
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ISSUING BANK:
XXXXX FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
By: ___________________________________
Name: Xxxxx Xxxxx
Title: Vice President
Address for Notices:
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Fax No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xxxxx Xxxxx
BANKS:
XXXXX FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
By: ___________________________________
Name: Xxxxx Xxxxx
Title: Vice President
Address for Notices:
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Fax No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xxxxx Xxxxx
Lending Office for Prime Rate Advances
and Eurodollar Advances
000 Xxxxxxxx Xxx.
Xxxxxx, XX 00000
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GUARANTY FEDERAL BANK, F.S.B.
By: ___________________________________
Name:______________________________
Title:_____________________________
Address for Notices:
000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxxx
Fax No.: (000) 000-0000
Telephone No.: (000) 000-0000
Lending Office for Prime Rate Advances
and Eurodollar Advances
0000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
THE SUMITOMO BANK, LTD.,
CHICAGO BRANCH
By: ___________________________________
Name:______________________________
Title:_____________________________
By: ___________________________________
Name:______________________________
Title:_____________________________
Address for Notices:
Two Houston Center
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attention: Manager
Fax No.: (000) 000-0000
Telephone No.: (000) 000-0000
Lending Office for Prime Rate Advances
and Eurodollar Advances
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Vice President and
Manager-Operations
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Guarantors hereby consent and agree to this Amendment and agree that
each Guaranty shall remain in full force and effect and shall continue to (i)
guarantee the Obligations and (ii) be the legal, valid and binding obligation of
Guarantors enforceable against Guarantors in accordance with their respective
terms.
GUARANTORS:
EZPAWN Alabama, Inc.
EZPAWN Arkansas, Inc.
EZPAWN Colorado, Inc.
EZPAWN Florida, Inc.
EZPAWN Georgia, Inc.
EZPAWN Holdings, Inc.
EZPAWN Indiana, Inc.
EZPAWN Louisiana, Inc.
EZPAWN Oklahoma, Inc.
EZPAWN Tennessee, Inc.
Texas EZPAWN Management, Inc.
EZ Car Sales, Inc.
EZPAWN Construction, Inc.
EZPAWN Kansas, Inc.
EZPAWN Kentucky, Inc.
EZPAWN Missouri, Inc.
EZPAWN Nevada, Inc.
EZPAWN North Carolina, Inc.
EZPAWN South Carolina, Inc.
By: ___________________________________
Name:______________________________
Title:_____________________________
Texas EZPAWN L.P.
By: Texas EZPAWN Management, Inc.,
its sole general partner
By: ___________________________________
Name:______________________________
Title:_____________________________
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SCHEDULE 3
List of Subsidiaries
All of the following subsidiaries are incorporated in Delaware and are 100%
owned by EZCORP, Inc. except EZ Car Sales, Inc. which is incorporated in
Delaware, and 100% owned by EZPawn Tennessee, Inc.:
Jurisdiction Where Subsidiary
Subsidiaries Conducts Business
------------ -----------------
EZPAWN Alabama, Inc., d/b/a EZPW Alabama, Inc. Alabama
EZPAWN Arkansas, Inc. Arkansas
EZPAWN Colorado, Inc. Colorado
EZPAWN Florida, Inc., d/b/a EZPW Florida, Inc. Florida
EZPAWN Georgia Georgia
EZPAWN Holdings, Inc. Mississippi
EZPAWN Indiana Indiana
EZPAWN Louisiana, Inc. Louisiana
EZPAWN Oklahoma, Inc., d/b/a EZPAWN Okie, Inc. Oklahoma
EZPAWN Tennessee, Inc. Tennessee
Texas EZPAWN Management, Inc. Texas
EZ Car Sales, Inc.
EZPAWN Construction, Inc.
EZPAWN Kansas, Inc.
EZPAWN Kentucky, Inc.
EZPAWN Missouri, Inc.
EZPAWN Nevada, Inc.
EZPAWN North Carolina, Inc. North Carolina
EZPAWN South Carolina, Inc.
The following limited partnership is organized under the laws of the State of
Texas. Texas EZPAWN Management, Inc. is its sole general partner and 1% owner.
EZPAWN Holdings, Inc. is its sole limited partner and 99% owner. Both partners
are wholly-owned subsidiaries of EZCORP, Inc.
Jurisdiction Where Entity
Operating Entity Conducts Business
---------------- -----------------
Texas EZPAWN L.P. Texas
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