REVOLVING CREDIT FACILITY
AGREEMENT
CASH AMERICA INTERNATIONAL
INC
THIS
AGREEMENT is made
between:
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(1)
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CASH AMERICA INTERNATIONAL INC (the
“Borrower”) of 1600 West 7 th Street, Fort Worth, Texas
76102-2599; and
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(2)
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BARCLAYS BANK PLC (the
“Bank”) of Level 11, 1 Churchill Place, London E14
5HP.
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1.
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Definitions and
Interpretations
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In
this Agreement, unless the context requires otherwise:
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“Advance” means the
principal amount of each borrowing made or to be made under the
Facility or (as the case may be) the principal amount for the time
being outstanding in respect of such borrowing;
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“Applicable Margin”
means on and from the date of this Agreement 1.10 per cent. per
annum, and thereafter shall be determined in accordance with the
table below, provided that if an Event of Default is outstanding,
the Applicable Margin shall be the highest applicable
margin.
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Leverage
Ratio (as calculated under paragraph 17.2.2 below and confirmed in
the
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Applicable
Margin
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latest
compliance certificate provided to the Bank)
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(per cent.
per annum)
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1.10
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Greater than or equal to 1.5 to 1.0, but less
than 2.0 to 1.0
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1.325
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Greater than or equal to 2.0:1.0
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1.575
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“Business
Day” means a day (other than a Saturday or Sunday) on which
the Bank is ordinarily open to effect transactions of the kind
contemplated in this Agreement and, if a payment is to be made in
euros, on which such payment system as the Bank chooses is
operating for the transfer of funds for the same day
value;
“constitutional documents” means the
incorporation or other formation documents filed with the
applicable governing authority and, as applicable, the bylaws,
limited partnership agreement, limited liability company
regulations or similar document.
“Drawdown
Notice” means a notice substantially in the form of
Schedule 2 ;
“EMU” mean Economic and Monetary
Union as contemplated in the Treaty establishing the European
Community, as amended from time to time;
“euro” or “
€
” means the single currency of
the participating Member States adopted under Council Regulation
(EC) No 974/98;
“Event of
Default” means any event or circumstance referred to in
clause 18;
“Facility” means the loan facility
made available under this Agreement (as reduced from time to time
in accordance with its provisions);
“Finance
Document” means any of this Agreement and/or any guarantee
and/or security documents entered into in connection with clause 5
of this Agreement;
“Group” means the Borrower and its
Subsidiaries (and “member of the Group” shall be
construed accordingly);
“indebtedness” includes any
obligation, whether incurred as principal or surety, for the
payment or repayment of money, whether actual or contingent,
present or future, secured or unsecured;
“Interest
Period” means, for an Advance or an overdue amount, each
successive period selected under this Agreement for the purpose of
calculating the interest rate from time to time applicable to that
Advance;
“Loan” means the aggregate principal
amount of all Advances for the time being outstanding;
“Mandatory Costs” means the
percentage rate per annum calculated by the Bank in accordance with
Schedule 3;
“month” means a period starting on
one day in a calendar month and ending on the corresponding day in
the next calendar month or, if that is not a Business Day, on the
next Business Day unless that falls in another calendar month in
which case it shall end on the preceding Business Day, save that
where a period starts on the last Business Day in a month or there
is no corresponding day in the month in which the period ends, that
period shall end on the last Business Day in the later
month;
“person” includes any person, firm,
company, corporation, government, state or agency of a state or any
association or partnership (whether or not having separate legal
personality) or two or more of the foregoing;
“Potential Event of Default” means
any event or circumstance which, with the expiry of a grace period,
giving of notice, or fulfilment of any other condition, would be an
Event of Default;
“Reputation Risk Event” means any
act, matter, event or circumstance which results in, or could, in
the reasonable opinion of the Bank be expected to result in, damage
to the reputation of any part of the Barclays Group;
“Security
Interest” means a mortgage, charge, pledge, lien or other
security interest securing any obligation of any person or any
other agreement or arrangement having a similar effect;
“Sterling” and “£”
mean the lawful currency for the time being of the UK;
“Subsidiary” means a subsidiary
undertaking of the Borrower, including, for the avoidance of doubt,
CashEuroNet UK LLC.
“Termination Date” means the date
falling 18 months after the date of this Agreement;
“UK” means the United Kingdom of
Great Britain and Northern Ireland;
“VAT” means value added tax or any
similar tax substituted for it from time to time.
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1.2
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References to any statutory
provision includes any amended or re-enacted version of such
provision with effect from the date on which it comes into
force.
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1.3
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Save where the context otherwise
requires, any expression in this Agreement importing the singular
shall include the plural and vice versa.
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1.4
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References to a time of the day are
references to the time in London.
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1.5
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If
the UK moves to the third stage of EMU, the Bank shall be entitled
to make such changes to the Finance Documents as it reasonably
considers are necessary to reflect the changeover to euro
(including, without limitation, the rounding (up or down) of fixed
monetary amounts to convenient fixed amounts in euro and amending
any provisions to reflect the market conventions for a facility of
the kind contemplated in this Agreement).
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1.6
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A
person who is not a party to a Finance Document has no right under
the Contracts (Rights of Third Parties) Act 1999 to enforce or to
enjoy the benefits of such Finance Document.
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1.7
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References to the
“Bank”, the “Borrower”, or the parties
shall be construed so as to include its successors in title,
permitted assigns and permitted transferees.
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1.8
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A
“Finance Document” or any other agreement or instrument
is a reference to that Finance Document or other agreement or
instrument as amended or novated.
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2.
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The Facility
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2.1
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Subject to the terms of this
Agreement, the Bank makes available to the Borrower a sterling
revolving loan facility of up to £7,500,000 (seven million
five hundred thousand pounds sterling).
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2.2
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The
offer contained in this Agreement is available for acceptance until
30 June, 2008 after which date the offer will lapse unless extended
in writing by the Bank.
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3.
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Purpose
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The
Borrower shall apply all amounts borrowed by it under this
Agreement towards financing the operations of CashEuroNet UK
LLC.
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4.
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Conditions Precedent
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The
Facility will become available to the Borrower for drawing only
upon receipt by the Bank of the documents and other evidence listed
in Schedule 1 in form and substance satisfactory to the
Bank.
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5.
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Security and
Guarantee(s)
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5.1
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At
the date of this Agreement, the Facility is unsecured.
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6.
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Drawdown
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6.1
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The
Borrower may request an Advance to be made under the Facility by
giving such officer of this branch of the Bank as the Bank may
designate a Drawdown Notice by not later than 12:00 noon on the
first day of the Interest Period relating to such
Advance.
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6.2
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A
Drawdown Notice will not be regarded as being duly completed
unless:
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(a)
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it
specifies the amount of the proposed Advance (to be in a minimum
amount of £250,000 and a multiple of £250,000) up to the
undrawn amount of the Facility; and
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(b)
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the
proposed date of the making of the Advance is a Business Day
falling at least 30 days before the Termination
Date.
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6.3
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No
Advance shall be made if, at the drawing date, there would be a
breach of any of the representations and warranties in clause 15
below or a breach of any covenant in clause 17 below or there
exists an Event of Default or a Potential Event of Default, or if
as a result of the Advance, there would be more than 5 Advances
outstanding.
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6.4
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If
the conditions set out in this Agreement are met, the Bank shall
make the requested Advance available to the Borrower.
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7.
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Interest
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7.1
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Interest will accrue during each
Interest Period for an Advance at the rate determined by the Bank
to be the aggregate of (a) the Applicable Margin, (b) the
cost of sterling deposits (being the annual percentage rate at
which sterling deposits are offered by the Bank in the London
Interbank Market for delivery on the first day of that Interest
Period in an amount and for a period comparable to such Advance and
such Interest Period) and (c) the Mandatory Cost.
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7.2
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The
Interest Period for an Advance shall be a duration of 1 week,
2 weeks, or 1, 2, 3 or 6 or 12 months (at the
Borrower’s option) or such other duration as may be mutually
agreed, commencing on drawdown of that Advance. The Borrower must
notify such officer of this branch of the Bank as the Bank may
designate by 12:00 noon at the latest on the day of drawdown of an
Advance of the duration of the Interest Period selected.
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7.3
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Interest on each Advance will be
calculated on the basis of actual days elapsed over a 365 day
year (or on such other basis as the Bank considers consistent with
the then applicable market practice for facilities of this kind)
and will be payable in arrear by the Borrower on the last Business
Day of each Interest Period relating to such Advance, except that
if an Interest Period exceeds six months, interest shall be payable
six monthly in arrear and on the last Business Day of such Interest
Period.
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7.4
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Reference to the cost of sterling
deposits and to the London Interbank Market shall, if such cost
ceases to be market practice/ordinarily used by the Bank for the
purpose of calculating interest on facilities of this kind or such
market no longer exists in comparable form, be construed as meaning
the appropriate alternative cost or source of funds as the case may
be, as determined by the Bank.
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8.
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Interest on an Overdue
Amount
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8.1
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Any
money payable under this Agreement which is not paid when due by
the Borrower shall bear interest on a daily basis from the due date
to the date of actual payment. Such interest shall be calculated by
reference to such successive default Interest Periods as the Bank
may from time to time select.
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8.2
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Interest shall be charged at the
rate per annum determined by the Bank to be equal to 1% above the
rate applicable under clause 7.1 above. Interest so accrued shall
be due either on demand or (in the absence of demand) on the last
day of the default Interest Period in which it accrued and, if
unpaid, shall be compounded on the last day of that and each
successive Interest Period. Interest shall be charged and
compounded on this basis both before and after any judgement
obtained under this Agreement.
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9.
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Repayment and
Cancellation
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9.1
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Each Advance shall be repaid on the
maturity date of the Interest Period selected for such Advance. The
Facility is revolving however and any amount which has been repaid
will be available for redrawing by way of further Advances in
accordance with clause 6 above.
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9.2
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All
outstanding Advances and other sums (if any) owing under the
Facility shall in any event be repaid or paid in full by the
Termination Date.
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9.3
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The
Borrower may at any time by notice to the Bank (effective only on
actual receipt) cancel with effect from a date not less than
30 days after the receipt by the Bank of such notice the whole
or any part (in minimum amounts and multiples of £500,000) of
the Facility which is not (at the proposed date of cancellation)
being borrowed or has not then been requested. Any such notice of
cancellation once given shall be irrevocable.
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9.4
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The
Borrower may at any time following seven days’ irrevocable
notice to the Bank (effective only on actual receipt) prepay the
whole or any part (in a minimum amount and multiples of
£500,000) without penalty but subject to Break
Costs.
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10.
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Payments
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10.1
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All
payments by the Borrower, whether of principal, interest or
otherwise, shall be made to the Bank not later than 12 noon on the
due date in same day funds (or as otherwise expressly agreed by the
Bank), without set-off or counterclaim and free of any deduction or
withholding for or on account of tax unless the Borrower is
compelled by law to make such a payment subject to the deduction or
withholding of tax (in which case the provisions of clause 11.1
below shall apply).
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10.2
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The
Bank shall be entitled to adjust the dates for the making of
payments under the Facility, and the duration of Interest Periods,
where in the Bank’s opinion it is necessary to do so in order
to comply with the practice from time to time prevailing in the
London Interbank Market or any other financial market relevant for
the purposes of the Facility.
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11.
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Tax
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11.1
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If
the Borrower is compelled by law to make any deduction or
withholding for or on account of tax from any payment, whether of
principal, interest or otherwise, or the Bank is compelled by law
to make any payment in respect of tax (other than tax on overall
net income), in each case from or in respect of any amount payable
or paid by the Borrower hereunder, the Borrower will pay to the
Bank such additional amount as is required to ensure that the Bank
receives and retains (free from liability in respect of any such
deduction or withholding) a net amount equal to the full amount
which it would have received if no such deduction, withholding or
payment had been made.
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11.2
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All
taxes required by law to be deducted or withheld by the Borrower
from any amounts payable or paid hereunder shall be paid by the
Borrower to the appropriate authority within the time allowed for
such payment under applicable law and the Borrower shall, within
30 days of the payment being made, deliver to the Bank
evidence reasonably satisfactory to the Bank (including all
relevant tax receipts) that the payment has been duly remitted to
the appropriate authority.
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12.
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Change of
Circumstances
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12.1
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In
the event of:
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(a)
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any
change in applicable law, regulation or practice resulting in the
Bank being subjected to any new or additional tax, levy, duty,
charge, penalty, deduction or withholding of any nature (other than
tax on the Bank’s overall net profits and gains),
or
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(b)
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any
existing requirements of any central bank, governmental, fiscal,
monetary, regulatory or other authority in any applicable
jurisdiction affecting the conduct of the Bank’s business
being changed or any new requirements being imposed (whether or not
having the force of law) including, without limitation, any
resulting from the introduction or operation of the euro and a
request or requirement which affects the manner in which the Bank
allocates capital resources to its commitments, including its
obligations under this Agreement, or
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and the result
is in the sole opinion of the Bank (confirmed in writing to the
Borrower and attaching such details as the Bank considers (in its
sole opinion) reasonable) (directly or indirectly) to increase the
cost to the Bank of funding, making available or maintaining the
Facility or to reduce the amount of any payment received or
receivable by the Bank or to reduce the effective return to the
Bank, then the Borrower shall pay to the Bank on demand such sum as
may be certified in writing by the Bank to the Borrower as
necessary to compensate the Bank for such increased cost or such
reduction.
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12.2
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At
any time following the Bank making a certification under clause
12.1 above, the Borrower may, if it gives the Bank not less than
five Business Days’ (or such shorter time as the Bank may
determine) irrevocable prior notice specifying the prepayment date,
prepay all (but not part) of the Loan without penalty (subject to
any break costs that the Bank, acting reasonably, determines that
it will incur in respect of such prepayment of the Loan
(“Break Costs”)).
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The
Borrower shall then be obliged to prepay the Loan to the Bank on
such date, together with all interest accrued to the date of actual
payment and all other sums due to the Bank under this Agreement,
including any applicable Break Costs.
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13.
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Fees
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13.1
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An
arrangement fee in the amount agreed with the Bank will be payable
by the Borrower to the Bank on acceptance of this offer.
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13.2
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An
intial commitment fee of 0.25 per cent. per annum calculated on a
daily basis from the date of the Borrower’s acceptance of
this offer on the undrawn portion of the Facility will be payable
by the Borrower to the Bank quarterly in arrear and on the
Termination Date. Following the delivery of the first compliance
certificate, the commitment fee set out above shall vary according
to the Leverage Ratio of the Borrower as set out below, provided
that if an Event of Default is outstanding, the commitment fee
payable shall be highest applicable rate.
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Leverage
Ratio (as calculated under paragraph 17.2.2 below and
confirmed
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in the latest
compliance certificate provided to the Bank)
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Commitment
fee (per cent. per annum)
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0.25
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Greater than or equal to 1.5:1.0, but less than
2.0:1.0
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0.25
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Greater than or equal to 2.0:1.0
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0.30
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13.3
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Any
fee referred to in clauses 13.1 and 13.2 is exclusive of any VAT
which might be chargeable in connection with that fee. If any VAT
is so chargeable, it shall be paid by the Borrower to the Bank at
the same time as it pays the relevant fee.
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14.
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Legal, Valuation and other
Expenses
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(i)
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any
pre-agreed legal and valuation fees and expenses (including
documentation fees) (including any applicable VAT) and other out of
pocket expenses (including any applicable VAT) incurred by the Bank
in connection with the preparation, execution and implementation of
this Agreement (and the documents referred to herein);
and
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(ii)
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all
legal and valuation and other expenses (whether pre-agreed with the
Borrower or not) in connection with the enforcement and
preservation by the Bank of its rights under this Agreement and/or
such documents,
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will be
reimbursed by the Borrower on demand by the Bank on a full
indemnity basis (whether or not the Facility is drawn down) and may
be debited to the Borrower’s account with the Bank without
further authority from the Borrower.
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15.
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Representations and
Warranties
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15.1
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By
accepting this Agreement, the Borrower represents and warrants to
the Bank on the date of this Agreement that:
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(a)
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(i)
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it is a
corporation, duly incorporated and validly existing under the law
of its jurisdiction of incorporation;
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(ii)
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it and each of its
Subsidiaries has the power to own its assets and carry on its
business as it is being conducted;
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(b)
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the
obligations expressed to be assumed by it in the Finance Documents
to which it is a party, are legal, valid, binding and enforceable
obligations;
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(c)
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the
entry into and performance by it of, and the transactions
contemplated by, the Finance Documents to which it is a party do
not and will not conflict with:
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(i)
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any
law or regulation applicable to it or any of its
Subsidiaries;
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(ii)
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its
and each of its Subsidiaries’ constitutional documents;
or
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(iii)
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any
agreement or instrument binding upon it or any of its Subsidiaries
or any of its or any of its Subsidiaries’ assets;
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(d)
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it
and each of its Subsidiaries has the power to enter into, perform
and deliver, and has taken all necessary action to authorise its
entry into, performance and delivery of, those Finance Documents to
which it is a party and the transactions contemplated by such
Finance Documents;
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(e)
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all
authorisations required or desirable to enable it lawfully to enter
into, exercise its rights and comply with its obligations in this
Agreement have been obtained or effected and are in full force and
effect;
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(f)
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(i)
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no
Event of Default is continuing or might reasonably be expected to
result from the making of any Advance;
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(ii)
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no
other event or circumstance is outstanding which constitutes a
default under any other agreement or instrument which is binding on
it or any of its Subsidiaries or to which its (or its
Subsidiaries’) assets are subject which might have a material
adverse effect on the financial condition or business operations of
the Borrower;
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(g)
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(i)
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any
factual information provided by it to the Bank was true and
accurate in all material respects as at the date it was provided or
as at the date (if any) at which it is stated;
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(ii)
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any
financial projections provided by it to the Bank have been prepared
on the basis of recent historical information on the basis of
reasonable assumptions;
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(iii)
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nothing has occurred since the date
that any such information was provided or has been omitted from
such information provided to the Bank and no information has been
given or withheld by it or any member of the Group that results in
the information supplied being untrue or misleading in any material
respect;
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(h)
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(i)
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its
most recent accounts provided by the Borrower were prepared in
accordance with US GAAP consistently applied unless expressly
disclosed to the Bank in writing to the contrary before the date of
this Agreement;
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(ii)
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its
most recent accounts provided by the Borrower fairly represent its
financial condition and operations during the relevant financial
year unless expressly disclosed to the Bank in writing to the
contrary before the date of this Agreement;
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(iii)
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there has been no material adverse
change in its business or financial condition (or the business or
consolidated financial condition of the Group) or the trading
position or prospects of the Borrower since the date to which the
latest audited consolidated accounts of the Borrower made available
to the Bank were prepared;
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(i)
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its
payment obligations under the Finance Documents rank at least pari
passu with the claims of all its other unsecured and unsubordinated
creditors, except for obligations mandatorily preferred by law
applying to companies generally;
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(j)
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except for litigation, arbitration
or administrative proceedings disclosed in the Borrower’s
filings with the Securities and Exchange Commission or pursuant to
Section 17.1 (h) of this Agreement, no litigation,
arbitration or administrative proceedings of or before any court,
arbitral body or agency which, if adversely
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determined,
might reasonably be expected to have a material adverse effect on
the financial condition or business operations of the Borrower or
any Subsidiary have (to the best of its knowledge and belief) been
started or threatened against it or any of its Subsidiaries;
and
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(k)
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neither the Borrower’s
acceptance of this offer nor the performance by it of its
obligations or the exercise of any of its rights under the terms of
any Finance Document will result in the existence of, or oblige the
Borrower or any Subsidiary to create, any Security Interest in
favour of any third party (other than the Bank) over the whole or
any part of the undertaking or assets, present or future, of the
Borrower or any Subsidiary and these are no subsisting mortgage,
charges or other Security Interests affecting any of the
undertaking, property assets or revenues of the Borrower any
subsidiary other than those detailed within clause 17.1(c) below;
and
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(l)
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all
payments by the Borrower to the Bank under the Facility may be made
free and clear of any deductions or withholdings on account of
taxes.
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15.2
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The
Borrower shall be deemed to repeat the representations and
warranties contained in clause 15.1 on each occasion when an
Advance is drawn down and on each interest payment date (and in any
event at intervals not exceeding six months) by reference to the
facts and circumstances then existing.
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16.
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Informati
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