Revolving Credit Agreement [Amendment No. 8] (2015)Full Document 

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EIGHTH AMENDMENT TO AMENDED AND

RESTATED REVOLVING CREDIT AGREEMENT

This Eighth Amendment to Amended and Restated Revolving Credit Agreement (herein, the "Amendment") is entered into as of May 8, 2015, by and among World Acceptance Corporation, a South Carolina corporation (the "Borrower"), Wells Fargo Bank, National Association together with the other financial institutions a party hereto (the "Lenders") and Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent for the Lenders (the "Administrative Agent").

PRELIMINARY STATEMENTS

A. The Borrower, the Lenders, and the Administrative Agent are parties to a certain Amended and Restated Revolving Credit Agreement, dated as of September 17, 2010, as amended (the "Credit Agreement"). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.

B. The Borrower has informed the Administrative Agent and the Lenders that the Borrower intends to incur unsecured Indebtedness in an aggregate principal amount not to exceed $300,000,000 (the "High Yield Bond Debt").

C. The Borrower has requested that the Lenders consent to the closing on and incurrence of the High Yield Bond Debt and agree to make certain amendments to the Credit Agreement, and the Lenders are willing to do so under the terms and conditions set forth in this Amendment.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. CONSENT.

Subject to the satisfaction of the conditions precedent set forth in Section 4 below, the Lenders consent to the closing on and incurrence of the High Yield Bond Debt so long as (a) 100% of the net proceeds of the High Yield Bond Debt are immediately remitted to the Administrative Agent for application to the Obligations; (b) the terms of the High Yield Bond Debt are not, taken as a whole, materially more adverse to the Lenders than the terms described in the draft Description of Notes (draft date March 18, 2015) provided to the Lenders on March 23, 2015 (it being understood that the remaining terms to be agreed, including pricing and maturity, shall be deemed acceptable to the Lenders so long as the maturity of the High Yield Bond Debt is not prior to the date that is 180 days after the stated Termination Date as amended by this Amendment); (c) the closing on and incurrence of the High Yield Bond Debt occurs on or before June 1, 2015 and (d) the Borrower shall have paid to Administrative Agent the non-refundable fee in the amount and for the account of the Lenders as set forth on Schedule A attached hereto, which fees shall be fully earned by such Lenders upon the closing on and incurrence of the High Yield Bond Debt in accordance with this Section 1 and which fees may, at the option of the Borrower, be paid from the net proceeds of the High Yield Bond Debt before giving effect to the application thereof to the other Obligations as described in clause (a) above.


Section 2. AMENDMENTS EFFECTIVE UPON EIGHTH AMENDMENT CLOSING.

Subject to the satisfaction of the conditions precedent set forth in Section 4 below, the Credit Agreement shall be and hereby is amended as follows:

2.1. The following new definitions are added to Section 5.1 of the Credit Agreement (Definitions):

"High Yield Bond Debt" is defined in the Eighth Amendment.

"High Yield Bond Documents" means the documents, instruments and agreements evidencing the High Yield Bond Debt (as any of them may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof).

"Eighth Amendment" means that certain Eighth Amendment to Amended and Restated Revolving Credit Agreement dated as of May 8, 2015 by and among the Borrower, the Administrative Agent and the Lenders, and acknowledged by the Restricted Subsidiaries.

Section 3. AMENDMENTS EFFECTIVE UPON CLOSING ON AND INCURRENCE OF THE HIGH YIELD BOND DEBT

Subject to the satisfaction of the conditions precedent set forth in Section 4 below and upon the closing on and incurrence of the High Yield Bond Debt in accordance with Section 1 of this Amendment, the Credit Agreement shall be further amended as follows:

3.1. The Borrower shall repay all amounts owing to TD Bank, NA ("TD Bank") under the Credit Agreement and TD Bank shall cease to be a Lender under the Credit Agreement and Loan Documents. After giving effect to the application of the net proceeds of the High Yield Bond Debt (which shall be made in a manner consistent with Section 1 of this Amendment), the Lenders each agree to make such purchases and sales of interests in the outstanding Loans between themselves so that each Lender is then holding its relevant pro rata share of outstanding Loans based on their Commitments as in effect after giving effect hereto. Such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby

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