10.1 BorrowerAssumptionAgreement-EZ


Exhibit 10.1








ASSUMPTION AGREEMENT




THIS ASSUMPTION AGREEMENT (this “Agreement”), dated as of October 1, 2013, is by and among EZMERGECO, INC., a Delaware corporation (the “Permanent Borrower”), EZCORP, INC., a Delaware corporation (the “Initial Borrower”), the Guarantors identified on the signature pages hereto (the “Guarantors”) and Wells Fargo Bank, National Association, in its capacity as administrative agent (in such capacity, the “Administrative Agent”) under that certain Credit Agreement, dated as of May 10, 2011 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”), by and among the Initial Borrower, the guarantors identified therein, the Lenders identified therein and the Administrative Agent.  Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement.


In connection with (a) that certain Consent dated as of September 30, 2013 by and among the Initial Borrower, the Permanent Borrower, the Guarantors, the Lenders and the Administrative Agent (the “Consent”) and (b) that certain agreement and plan of merger between the Initial Borrower and the Permanent Borrower dated as of October 1, 2013 (the “Merger Agreement”), effective as of the Effective Time (as defined in the Merger Agreement), by operation of law and the terms of the Merger Agreement, the Permanent Borrower will succeed to the debts, liabilities, duties, other obligations and rights of the Initial Borrower.


Accordingly, the Permanent Borrower and the Initial Borrower hereby agree as follows with the Administrative Agent, for the benefit of the Lenders:


1. The Permanent Borrower hereby acknowledges, agrees and confirms that, by its execution of this Agreement, effective as of the Effective Time, the Permanent Borrower (a) assumes the rights and obligations of the Initial Borrower as Borrower under the Credit Agreement and (b) agrees to become the Borrower under the Credit Agreement and shall have all of the obligations of the Borrower thereunder as if it had executed the Credit Agreement. Effective as of the Effective Time, the Permanent Borrower hereby ratifies, and agrees to be bound by, all of the terms, provisions and conditions contained in the applicable Credit Documents, including, without limitation, (a) all of  the representations and warranties set forth in Article III of the Credit Agreement, (b) all of the affirmative and negative covenants set forth in Articles V and VI of the Credit Agreement and (c) the expense and indemnification provisions set forth in Section 9.5 of the Credit Agreement. Without limiting the generality of the foregoing terms of this Paragraph 1, the Permanent Borrower, effective as of the Effective Time, hereby assumes and agrees punctually to pay, perform and discharge when due each of the Credit Party Obligations and each and every debt, covenant and agreement incurred, made or to be paid, performed or discharged by the Borrower under the Credit Documents.


2.  The Initial Borrower hereby ratifies, and agrees, until the Effective Time, to be bound by, all of the terms, provisions and conditions contained in the applicable Credit Documents, including, without limitation (a) all of the representations and warranties set forth in Article III of the Credit Agreement and (b) all of the affirmative and negative covenants set forth in Articles V and VI of the Credit Agreement. 







3.  At the Effective Time and subject to the effectiveness of the Consent, the Permanent Borrower will be the “Borrower” for all purposes of the Credit Agreement and the other Credit Documents and shall be subject to each and every Credit Party Obligation, debt, covenant and agreement incurred, made or to be paid, performed or discharged by the Borrower thereunder and shall exercise every right and power of the Borrower under the Credit Agreement and the other Credit Documents with the same force and effect as if the Permanent Borrower were the original Borrower thereunder.  In addition, at the Effective Time, the Permanent Borrower hereby grants to the Administrative Agent, for the benefit of the Lenders, a continuing security interest in, and a right of set off, to the extent applicable, against any and all right, title and interest of the Permanent Borrower in and to the Collateral (as such term is defined in Section 2 of the Security Agreement) and the Pledged Collateral (as such term is defined in Section 2 of the Pledge Agreement) of the Permanent Borrower (including, any and all Collateral and Pledged Collateral assumed or acquired under the Merger Agreement).


4. The Permanent Borrower acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto. 


5.  The Initial Borrower and the Guarantors confirm that the Credit Agreement is, and upon the Permanent Borrower becoming the Borrower, shall continue to be, in full force and effect.  The parties hereto confirm and agree that immediately upon the Permanent Borrower becoming the Borrower the term “Credit Party Obligations,” as used in the Credit Agreement, shall include all obligations of the Permanent Borrower under the Credit Agreement and under each other Credit Document.


6.  Each of the Permanent Borrower, the Initial Borrower and the Guarantors agree that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts as the Administrative Agent may reasonably request in accordance with the terms and conditions of the Credit Agreement in order to effect the purposes of this Agreement.


7.  This Agreement (a) may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract and (b) may, upon execution, be delivered by facsimile or electronic mail, which shall be deemed for all purposes to be an original signature.


8.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.  The terms of Sections 9.13 and 9.16 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.


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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, effective as of the day and year first above written.




	
			
	 
	 
	 

	PERMANENT BORROWER:
	EZMERGECO, INC.,
	 

	 
	a Delaware corporation
	 

	 
	 
	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	INITIAL BORROWER:
	EZCORP, INC.,
	 

	 
	a Delaware corporation
	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	GUARANTORS:
	EZPAWN HOLDINGS, INC.
	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	TEXAS EZPAWN MANAGEMENT, INC.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	TEXAS EZPAWN, L.P.
	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZCORP ONLINE, INC.
	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZPAWN MEXICO HOLDINGS, INC.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel




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	EZPAWN MEXICO LTD., INC.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	VALUE FINANCIAL SERVICES, INC.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	VFS MEXICO OPERATIONS, LLC

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	VFS MEXICO SERVICES, LLC

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZPAWN ALABAMA, INC.
	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZPAWN LOUISIANA, INC.
	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZPAWN COLORADO, INC.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZPAWN NEVADA, INC.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel








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	EZPAWN OKLAHOMA, INC.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZPAWN ARKANSAS, INC.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZPAWN FLORIDA, INC.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZPAWN INDIANA, INC.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZPAWN TENNESSEE, INC.
	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZPAWN GEORGIA, INC. 
	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZPAWN ILLINOIS, INC. 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZMONEY MANAGEMENT, INC.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel








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	TEXAS PRA MANAGEMENT, L.P.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZMONEY HOLDINGS, INC.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	PAYDAY LOAN MANAGEMENT, INC.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	TEXAS EZMONEY, L.P.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZMONEY COLORADO, INC.
	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZMONEY UTAH, INC.
	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZMONEY NEBRASKA, INC.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZMONEY KANSAS, INC.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel








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	EZMONEY WISCONSIN INC.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZMONEY ALABAMA, INC.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZMONEY MISSOURI, INC.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZMONEY SOUTH DAKOTA, INC.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZMONEY IDAHO, INC.
	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZMONEY CANADA, INC.
	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZCORP INTERNATIONAL, INC.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZCORP INTERNATIONAL HOLDINGS, L.L.C.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel








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	EZPAWN UTAH, INC.



	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZPAWN WISCONSIN, INC.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	MM MERGER SUB, INC.


	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	CHANGE CAPITAL, INC.
	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	CHANGE CAPITAL VENTURES, LLC



	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	CHANGE CAPITAL INVESTMENTS, LLC



	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	CCV AMERICAS, LLC


	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	CCV PENNSYLVANIA, INC.
	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel








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	CCV VIRGINIA, INC.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	PAWN MANAGEMENT, INC.



	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZPAWN IOWA, INC.


	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZMONEY HAWAII, INC.


	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	MISTER MONEY HOLDINGS, INC.



	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZCORP USA, INC.

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZPAWN MISSOURI, INC.


	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZ ONLINE UTAH, LLC
	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel








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	EZ ONLINE TENNESSEE, LLC



	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZ ONLINE SOUTH DAKOTA, LLC



	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZ ONLINE OHIO, LLC


	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZ ONLINE MISSISSIPPI, LLC
	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZ ONLINE LOUISIANA, LLC

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZ ONLINE KANSAS, LLC

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZ ONLINE IDAHO, LLC
	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZ ONLINE HAWAII, LLC
	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel








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	EZ ONLINE ALABAMA, LLC

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZ ONLINE MICHIGAN, LLC

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZ ONLINE FLORIDA, LLC
	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZ ONLINE RHODE ISLAND, LLC

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZ ONLINE DELAWARE, LLC

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZ ONLINE CALIFORNIA, LLC

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZ ONLINE ILLINOIS, LLC
	 

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	 
	EZ ONLINE OKLAHOMA, LLC

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel








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	EZ ONLINE NEVADA, LLC

	 
	By: /s/ Thomas H. Welch, Jr.

	 
	Name:  Thomas H. Welch, Jr.

	 
	Title:  Senior Vice President and General Counsel

	 
	 
	 

	ADMINISTRATIVE AGENT:
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent 

	 
	By: /s/ Susan L. Coulter

	 
	Susan L. Coulter

	 
	Vice President