EXHIBIT 10.84
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EZCORP, INC.
SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF OCTOBER 10, 2001
▇▇▇▇▇ FARGO BANK TEXAS, NATIONAL ASSOCIATION,
AS AGENT
AND
ISSUING BANK
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SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as
of October 10, 2001 is among EZCORP, INC., a Delaware corporation ("Borrower"),
each of the Lenders signatory hereto party to the Agreement referred to below,
and ▇▇▇▇▇ FARGO BANK TEXAS, NATIONAL ASSOCIATION, a national banking
association, as Agent for itself and the other Lenders (in such capacity,
together with its successors in such capacity the "Agent") and as the Issuing
Bank.
RECITALS;
Borrower, Agent, Required Lenders and Issuing Bank have previously
entered into that certain Amended and Restated Credit Agreement dated as of
December 15, 2000 as amended by that certain First Amendment to Amended and
Restated Credit Agreement dated as of May 1, 2001 (as amended, the "Agreement").
Borrower, Agent, Lenders and Issuing Bank now desire to amend Schedules
9.1 and 9.2 to the Agreement 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
1.1 Definitions. All capitalized terms not otherwise defined herein,
shall have the same meanings as in the Agreement, as amended hereby.
ARTICLE II
Amendments
2.1 Amendment to Schedule 9.1 to the Agreement. Effective as of the
date hereof, Schedule 9.1 to the Agreement is amended by adding thereto the
following:
"Indebtedness of Borrower in the principal amount of
$1,623,600.00 to AFCO Premium Credit LLC pursuant to that certain
Premium Finance Agreement dated in October 2001 at an annual percentage
rate of 4.632%, payable in 11 consecutive monthly payments each in the
amount of $151,040.73 with the first monthly installment due November
1, 2001."
2.2 Amendment to Schedule 9.2 to the Agreement. Effective as of the
date hereof, Schedule 9.2 to the Agreement is amended by deleting the word
"None" therefrom and adding thereto the following:
"Security interest created pursuant to that certain Premium
Finance Agreement dated in October 2001 executed by Borrower in favor
of AFCO
Premium Credit LLC securing the indebtedness evidenced thereby in the
principal amount of $l,623,600.00, such security interest covering
Borrower's interest in unearned premiums and dividends which may become
payable under the insurance policies listed therein and loss payments
which reduce the unearned premiums, subject to any mortgagee or loss
payee interest."
ARTICLE III
Ratifications, Representations and Warranties
3.1 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,
Lenders, 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.
3.2 Representations and Warranties. Borrower hereby represents and
warrants to the Lenders, 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) except for a possible violation of Section 10.6 of the
Agreement which Borrower understands is not being waived hereby, no Default has
occurred and is continuing, and (iv) except for a possible violation of Section
10.6 of the Agreement which Borrower understands is not being waived hereby,
Borrower is in full compliance with all covenants and agreements contained in
the Agreement as amended hereby.
ARTICLE IV
Miscellaneous
4.1 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 the Lenders, Agent or Issuing Bank or any closing shall affect
the representations and warranties or the right of the Lenders, Agent or Issuing
Bank to rely upon them.
4.2 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.
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4.3 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.
4.4 Applicable Law. This Amendment and all other Loan Documents executed
pursuant hereto shall be deemed to have been made and to be performable in
▇▇▇▇▇▇ County, Texas and shall be governed by and construed in accordance with
the laws of the State of Texas.
4.5 Successors and Assigns. This Amendment is binding upon and shall
inure to the benefit of the Lenders, 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
the Lenders.
4.6 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.
4.7 WAIVER AND RELEASE. IN ORDER, TO INDUCE THE AGENT, THE LENDERS AND
THE ISSUING BANK TO AGREE TO THIS AMENDMENT, BORROWER AND EACH GUARANTOR
REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS
AGAINST OR DEFENSES OR COUNTERCLAIMS TO THEIR OBLIGATIONS UNDER THE LOAN
DOCUMENTS AND IN ACCORDANCE THEREWITH EACH OF THEM:
(a) WAIVER, WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, DEFENSES
OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE
HEREOF, AND
(b) RELEASE. RELEASES AND DISCHARGES THE AGENT, THE LENDERS
AND THE ISSUING BANK, AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, SHAREHOLDERS, AFFILIATES AND ATTORNEYS
(COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL OBLIGATIONS,
INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS
WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW
OR EQUITY, WHICH THE BORROWER OR ANY GUARANTOR EVER HAD, NOW HAS,
CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO
THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR
THE TRANSACTIONS CONTEMPLATED THEREBY AND HEREBY.
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4.8 ENTIRE AGREEMENT. THIS AMENDMENT AND ALL OTHER INSTRUMENTS,
DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS
AMENDMENT REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO 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 UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES HERETO.
[Remainder of Page Intentionally Left Blank]
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Executed as of the date first written above.
BORROWER:
EZCORP, INC.
By:
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Name:
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Title:
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AGENT, ISSUING BANK AND LENDER:
▇▇▇▇▇ FARGO BANK TEXAS, NATIONAL
ASSOCIATION
By:
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▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
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OTHER LENDERS:
BANK ONE, NA (successor by merger to Bank
One, Texas, National Association)
By:
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Name:
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Title:
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GUARANTY BANK (formerly known as Guaranty
Federal Bank, F.S.B.)
By:
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Name:
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Title:
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COMERICA BANK-TEXAS
By:
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Name:
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Title:
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THE CHASE MANHATTAN BANK (successor by
merger to Chase Bank of Texas, National
Association)
By:
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Name:
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Title:
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Obligated Parties Consent and Agreement
Each of the undersigned Obligated Parties (i) consent and agree to this
Amendment; and (ii) agree that the Loan Documents to which it is a party shall
remain in full force and effect and shall continue to be the legal, valid and
binding obligation of such Obligated Party enforceable against it in accordance
with their respective terms.
OBLIGATED PARTIES:
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 NEVADA, INC.
EZPAWN NORTH CAROLINA, 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 SOUTH CAROLINA, INC.
EZCORP INTERNATIONAL, INC.
EZ MONEY NORTH CAROLINA, INC.
By:
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Name:
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Title:
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TEXAS EZPAWN L.P.
By: TEXAS EZPAWN MANAGEMENT, INC.,
its sole general partner
By:
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Name:
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Title:
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