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EXHIBIT 10.4
SIXTH AMENDMENT TO AMENDED AND RESTATED
SENIOR REVOLVING CREDIT FACILITY AGREEMENT
THIS SIXTH AMENDMENT TO AMENDED AND RESTATED SENIOR REVOLVING CREDIT
FACILITY AGREEMENT (this "Sixth Amendment"), dated as of June 30, 2000, is
entered into among CASH AMERICA INTERNATIONAL, INC., a Texas corporation (the
"Borrower"), the lenders listed on the signature pages hereof (the "Lenders"),
BANK OF AMERICA, N.A., formerly known as Bank of America National Trust and
Savings Association, successor by merger to Bank of America, N.A., formerly
known as NationsBank, N.A., successor by merger to NationsBank of Texas, N.A.,
as Administrative Agent (in said capacity, the "Administrative Agent").
BACKGROUND
A. Borrower, the Lenders, and the Administrative Agent are parties to
that certain Amended and Restated Senior Revolving Credit Facility Agreement,
dated as of June 19, 1996, as amended by that certain First Amendment to Amended
and Restated Senior Revolving Credit Facility Agreement, dated as of December
11, 1997, that certain Second Amendment to Amended and Restated Senior Revolving
Credit Facility Agreement, dated as of June 24, 1998, that certain Third
Amendment to Amended and Restated Senior Revolving Credit Facility Agreement,
dated as of December 11, 1998, that certain Fourth Amendment to Amended and
Restated Senior Revolving Credit Facility Agreement, dated as of February 17,
1999, and that certain Fifth Amendment to Amended and Restated Senior Revolving
Credit Facility Agreement, dated as of September 15, 1999 (said Amended and
Restated Senior Revolving Credit Facility Agreement, as amended, 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).
B. The Borrower, the Lenders, and the Administrative Agent desire to
amend the Credit Agreement.
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, and the Administrative Agent covenant and agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT.
(a) The definition of "Applicable Margin" set forth in Section 1.1 of
the Credit Agreement is hereby amended to read as follows:
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"Applicable Margin" means, for any particular date for any
LIBOR Advance, that rate of interest per annum equal to the rate set
forth below opposite the Funded Debt Ratio which is in effect for such
particular date:
<TABLE>
<CAPTION>
Funded Debt Ratio Applicable Margin
----------------- -----------------
<S> <C>
Greater than 4.35 to 1 1.50%
Greater than 3.25 to 1 but less than or equal to 4.35 to 1 1.25%
Less than or equal to 3.25 to 1 1.00%
</TABLE>
The Applicable Margin payable by the Borrower on the Revolving Credit
Advances outstanding hereunder shall be adjusted on each Adjustment
Date, according to the performance of the Borrower for the most recent
fiscal quarter. For purposes of the foregoing, if the financial
statements of the Borrower setting forth the Funded Debt Ratio are not
received by the Administrative Agent by the date required pursuant to
Section 5.1(a) or 5.1(b), the Applicable Margin shall be determined as
if the Funded Debt Ratio is greater than 4.35 to 1 until such time as
such financial statements are received.
(b) Section 1.1 of the Credit Agreement is hereby amended by adding the
following defined terms thereto in proper alphabetical order:
"Capital Expenditures" means, for any period, expenditures
made by the Borrower and its Subsidiaries to acquire or construct fixed
assets, plant and equipment (including renewals, improvements and
replacements during such period and the aggregate amount of items
leased or acquired under Capital Leases at the cost of the item)
computed in accordance with GAAP; provided, however, Capital
Expenditures shall not include expenditures made with insurance
proceeds received by the Borrower in connection with the March 28, 2000
windstorm that damaged the Borrower's headquarters building.
"Fixed Charge Coverage Ratio" means, for any date of
calculation (which shall be the last day of each fiscal quarter of the
Borrower), the ratio of (a) the sum of Consolidated Adjusted Net Income
for the most recent four (4) fiscal quarters ending on such date of
calculation, plus the taxes, rents, leases and interest expenses
deducted from the gross income to determine Consolidated Adjusted Net
income for such four (4) quarters to (b) such rents, leases and
interest expenses so deducted for such four (4) quarters.
"Funded Debt Ratio" means, for any date of calculation (which
shall be the last day of each fiscal quarter of the Borrower), the
ratio of (a) Consolidated Funded Debt as of the fiscal quarter end on
such date of calculation to (b) Consolidated EBITDA for the most recent
four (4) fiscal quarters ending on such date of calculation.
(c) Section 5.14(e) of the Credit Agreement is hereby amended to read
as follows:
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(e) Minimum Fixed Charge Coverage Ratio. The Borrower shall
not permit the Fixed Charge Coverage Ratio to be less than (a) 1.25 to
1 for any fiscal quarter during the period from and including June 30,
2000 through and including March 31, 2001, (b) 1.35 to 1 for the fiscal
quarters ended June 30, 2001 and September 30, 2001 and (c) 1.50 to 1
for any fiscal quarter thereafter.
(d) Section 5.14(f) of the Credit Agreement is hereby amended to read
as follows:
(f) Maximum Funded Debt Ratio. The Borrower shall not permit
the Funded Debt Ratio to be greater than (a) 4.50 to 1 for the fiscal
quarter ended June 30, 2000, (b) 5.00 to 1 for the fiscal quarters
ended September 30, 2000 and December 31, 2000, (c) 4.50 to 1 for any
fiscal quarter during the period from and including March 31, 2001
through and including September 30, 2001 and (d) 3.50 to 1 for any
fiscal quarter thereafter.
(e) Section 6.1 of the Credit Agreement is hereby amended by deleting
(pound)10,000,000 in clause (x) thereof and inserting (pound)15,000,000 in lieu
thereof.
(f) Article 6 of the Credit Agreement is hereby amended by adding a new
Section 6.14 thereto to read as follows:
Section 6.14 Capital Expenditures. The Borrower shall not, and
shall not permit any of its Subsidiaries to, make or incur Capital
Expenditures during (a) fiscal year 2000 in an aggregate amount in
excess of $26,000,000 if at the end of any fiscal quarter during such
fiscal year the Funded Debt Ratio is greater than 3.50 to 1 and (b)
fiscal year 2001 in an aggregate amount in excess of the remainder of
$44,000,000 minus the aggregate amount of Capital Expenditures made or
incurred by the Borrower and its Subsidiaries during fiscal year 2000
if at the end of any fiscal quarter during fiscal year 2001 the Funded
Debt Ratio is greater than 3.50 to 1.
(g) Exhibit F to the Credit Agreement is hereby amended to be in the
form of Exhibit F to this Fifth Amendment.
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 and after giving effect to the amendments contemplated by the
foregoing Section 1:
(a) the representations and warranties contained in the Credit
Agreement are true and correct on and as of the date hereof as if made on and as
of such date;
(b) no event has occurred and is continuing which constitutes a Default
or an Event of Default;
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(c) the Borrower has full power and authority to execute and deliver
this Sixth Amendment, and this Sixth Amendment 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 law;
(d) neither the execution, delivery and performance of this Sixth
Amendment or the Credit Agreement, as amended hereby, nor the consummation of
any transactions contemplated herein or therein, will conflict with any Law to
which the Borrower or any Subsidiary is subject, or any indenture, agreement or
other instrument to which the Borrower or any Subsidiary or any of their
respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to,
or filing with, any governmental authority or other Person (including the Board
of Directors of the Borrower), is required for the execution, delivery or
performance by the Borrower of this Sixth Amendment or the acknowledgment of
this Sixth Amendment by each Guarantor.
3. CONDITIONS OF EFFECTIVENESS. This Sixth Amendment (and the amendment
to the Applicable Margin provided herein) shall be effective as of June 30,
2000, subject to the following:
(a) the Administrative Agent shall have received counterparts of this
Sixth Amendment executed by the Determining Lenders;
(b) the Administrative Agent shall have received counterparts of this
Sixth Amendment executed by the Borrower and acknowledged by each Guarantor;
(c) the representations and warranties set forth in Section 2 of this
Sixth Amendment shall be true and correct; and
(d) 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.
4. AMENDMENT FEE. Provided this Sixth Amendment becomes effective, the
Borrower covenants and agrees to pay an amendment fee to the Lenders which
execute and deliver this Sixth Amendment to the Administrative Lender (or its
counsel) not later than 5:00 p.m., Dallas time, July 14, 2000 in an amount equal
to the product of (a) 0.250% and (b) an amount equal to such Lender's portion of
the Commitment. Such amendment fee shall be paid in immediately available funds
and shall be due and payable to each Lender eligible for payment pursuant to the
preceding sentence no later than one Business Day after July 14, 2000. The
Borrower agrees that the failure to pay the amendment fee provided in this
Section 4 shall be an Event of Default under Section 7.1(a)(ii) of the Credit
Agreement.
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5. GUARANTORS ACKNOWLEDGMENT. By signing below, each of the Guarantors
(a) acknowledges and consents to the execution, delivery and performance by the
Borrower of this Sixth Amendment, (b) agrees that its obligations in respect of
its Guaranty Agreement are not released, modified, impaired or affected in any
manner by this Sixth Amendment or any of the provisions contemplated herein and
(c) acknowledges that it has no claims or offsets against, or defenses or
counterclaims to, its Guaranty Agreement.
6. REFERENCE TO THE CREDIT AGREEMENT.
(a) Upon the effectiveness of this Sixth 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
by this Sixth Amendment.
(b) The Credit Agreement, as amended by this Sixth Amendment, and all
other Loan Papers shall remain in full force and effect and are hereby ratified
and confirmed.
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 Sixth 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 and with respect to advising the Administrative Agent
as to its rights and responsibilities under the Credit Agreement, as amended by
this Sixth Amendment).
8. EXECUTION IN COUNTERPARTS. This Sixth 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.
9. GOVERNING LAW; BINDING EFFECT. This Sixth Amendment shall be
governed by and construed in accordance with the laws of the State of Texas and
shall be binding upon the Borrower, each Lender, and the Administrative Agent
and their respective successors and assigns.
10. HEADINGS. Section headings in this Sixth Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Sixth Amendment for any other purpose.
11. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS SIXTH
AMENDMENT, AND THE OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AS TO THE SUBJECT MATTER THEREIN AND HEREIN 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, the parties hereto have executed this Sixth
Amendment as of the date first above written.
CASH AMERICA INTERNATIONAL, INC.
By: /s/ David J. Clay
-------------------------------
Vice President and Treasurer
BANK OF AMERICA, N.A., as
Administrative Agent and as a Lender
By: /s/ Shelly K. Harper
-------------------------------
Title: Principal
WELLS FARGO BANK TEXAS,
NATIONAL ASSOCIATION, as
Documentation Agent and as a Lender
By: /s/ Stephen C. Melton
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Title: Assistant Vice President
BANK ONE, TEXAS, N.A.
By: /s/ Gregory Crowe
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Title: Vice President
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THE BANK OF TOKYO-MITSUBISHI,
LTD.
By: /s/ J. Mearns
-------------------------------
Title: Vice President and Manager
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION
By: /s/ B. B. Wuthrich
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Title: Vice President
COMERICA BANK-TEXAS
By: /s/ Ty Maxfield
-------------------------------
Title: Vice President
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ACKNOWLEDGED AND AGREED:
CASH AMERICA, INC. OF SOUTH CAROLINA
FLORIDA CASH AMERICA, INC.
GEORGIA CASH 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.
CASH AMERICA, INC. OF UTAH
CASH AMERICA FRANCHISING, INC.
CASH AMERICA, INC. OF ILLINOIS
UPTOWN CITY PAWNERS, INC.
DOC HOLLIDAY'S PAWN BROKERS & JEWELERS, INC.
LONGHORN PAWN & GUN, INC.
BRONCO PAWN & GUN, INC.
HORNET PAWN & GUN, INC.
TIGER PAWN & GUN, INC.
RENT-A-TIRE, INC.
MR. PAYROLL CORPORATION
By: /s/ David J. Clay
----------------------------------------
David J. Clay, Treasurer
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