Second Amendment Agreement



 Exhibit 10.1 

SECOND AMENDMENT AGREEMENT 

among 

QC HOLDINGS, INC., as Borrower 

and 

THE LENDERS THAT ARE PARTIES HERETO 

and 

U.S. BANK NATIONAL ASSOCIATION, as Agent and Arranger 

SEPTEMBER 30, 2010 







 SECOND AMENDMENT AGREEMENT 

This Second Amendment Agreement (this “Agreement”), is made and entered into as of September 30, 2010, by and between QC
HOLDINGS, INC., a Kansas corporation (the “Borrower”), the Lenders that are parties hereto (being hereinafter referred to individually as a “Lender” or collectively as the “Lenders”), and U. S. BANK NATIONAL
ASSOCIATION, in its capacity as Agent (the “Agent”). 
 RECITALS 

A. On December 7, 2007, the Borrower, the Lenders and the Agent entered into an Amended and Restated Credit Agreement (the “Credit
Agreement”) pursuant to which the Lenders agreed to make a revolving credit facility available to the Borrower, and in conjunction therewith, the Borrower executed (i) a Promissory Notes (Revolving Loan) dated December 7, 2007,
payable to U.S. Bank as the then sole Revolving Lender, (ii) a Promissory Note (Swingline Loan) dated December 7, 2007, payable to the Swingline Lender and (iii) a Promissory Note (Term Loan) dated December 7, 2007, payable to
U.S. Bank as the then sole Term Loan Lender (collectively, the “Notes”). 
 B. The repayment of the Notes is secured by certain assets
of the Borrower and its Subsidiaries referred to as the “Collateral” in the Credit Agreement, which is more particularly described in the Security Agreement, the Pledge Agreement and the Subsidiary Security Agreement (as each term is
defined in the Credit Agreement) (collectively, the “Security Instruments”). 
 C. The Borrower acknowledges (i) the Lenders are
presently the holders of the Notes, (ii) the Borrower’s liability to pay the Notes according to their terms, and (iii) the Borrower’s obligation to maintain, perform and comply with the terms and conditions of the Loan Documents
(as such term is defined in the Credit Agreement). 
 D. The Borrower, the Agent and U.S. Bank National Association, as the sole Lender,
previously entered into a First Amendment Agreement dated as of March 7, 2008 (the “First Amendment Agreement”) pursuant to which the parties made certain amendments to the Credit Agreement as more specifically detailed in the First
Amendment Agreement. 
 E. The parties enter into this Agreement to amend certain terms and conditions of the Credit Agreement. 

NOW THEREFORE, the Agent, the Lenders and the Borrower for good, sufficient and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, agree as follows: 
  

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 1. Amendments to the Credit Agreement. The Credit Agreement is amended as follows:

 (a) The schedule contained in the definition of the term “Applicable Margin” contained in Section 1.01 is
deleted and the following schedule is inserted in the definition of the term “Applicable Margin” in lieu thereof: 
  

												
	 Tier
	 	 Leverage Ratio
	  	Applicable Margin	 
	 	 	 	  	Base Rate
Loans	 	 	LIBOR Rate
Loans	 	 	Non-Use Fee
Percentage	 
					
	1	 	Less than 1.25 to 1	  	1.00	% 	 	3.00	% 	 	0.250	% 
					
	2	 	Greater than or equal to 1.25 to 1 but less than 1.75 to 1	  	1.50	% 	 	3.50	% 	 	0.375	% 
					
	3	 	Greater than or equal to 1.75	  	2.00	% 	 	4.00	% 	 	0.375	% 


(b) The provision contained in Section 7.02(a) is deleted and the following provision is inserted in lieu thereof:

 (a) Consolidated EBITDA. Permit or suffer the Consolidated EBITDA, determined for the Borrower and its
Subsidiaries as of the end of each fiscal quarter (for the twelve (12) month period then ending) of the Borrower, to be less than $28,000,000.00. 

3. Conditions Precedent. It shall be a condition precedent to the effectiveness of this Agreement that (i) all amounts due
and payable under the Notes as of the execution date shall have been paid, (ii) no Event of Default shall exist under the Notes, the Credit Agreement, or any other Loan Document, and (iii) the Agent and the Lenders shall have received such
other items as they may reasonably request. 
 4. Representations and Warranties. The Borrower hereby represents and
warrants that (i) it has the authority to enter into this Agreement and, upon execution by the Borrower, this Agreement shall be an enforceable obligation of the Borrower, (ii) all representations and warranties made by the Borrower in the
Credit Agreement and the other Loan Documents are true and correct as of the date of this Agreement, (iii) there have been no amendments or modifications to the Borrower’s organizational documents since such documents were certified and/or
delivered to the Lender in connection with the closing of the Loan, and (iv) no Default or Event of Default currently exists under the Loan Documents. 

5. No Other Amendments. Except as expressly set forth herein, or necessary to incorporate the modifications and amendments herein,
all the terms and conditions of the Notes, the Credit Agreement, the Security Instruments, and the other Loan Documents shall remain unmodified and in full force and effect, and the Borrower confirms, reaffirms and ratifies all such documents and
agrees to perform and comply with the terms and the conditions of the Loan Documents, as amended herein. 
  

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 6. No Impairment. Nothing in this Agreement shall be deemed to or shall in any manner
prejudice or impair the Loan Documents, or any security granted or held by the Lenders for the indebtedness evidenced by the Notes. 

7. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. 
 8. Applicable Law. This Agreement shall be governed by and construed in accordance with the
internal laws of the State of Kansas. 
 9. Waiver of Claims and Defenses. The Borrower hereby waives and releases any
and all claims, defenses or rights of set-off, known or unknown, existing as of the execution date, which in any manner arise out of or relate to any Loan Document. 

10. Fees and Expenses. The Borrower agrees to pay and reimburse the Agent for all of its out-of-pocket costs and expenses incurred
in connection with the preparation, negotiation, execution, filing, enforcement and administration of this Agreement including, without limitation, the fees and expenses of counsel to the Agent. 

11. Counterparts. This Agreement may be executed in counterparts and when combined all such counterparts shall constitute one
agreement. 
 12. Waiver of Jury Trial. Any controversy or claim between or among the parties hereto arising out of or
relating to this Agreement shall be controlled by the provisions with respect to waiver of trial by jury contained in the Loan Documents previously delivered by such parties. 

13. NO ORAL AGREEMENTS. THIS IS THE FINAL EXPRESSION OF THE CREDIT AGREEMENT BETWEEN THE BORROWER, THE AGENT AND THE LENDERS AND
SUCH WRITTEN CREDIT AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR ORAL AGREEMENT OR OF A CONTEMPORANEOUS ORAL CREDIT AGREEMENT BETWEEN THE BORROWER, THE AGENT AND LENDERS. 

ANY ADDITIONAL NON-STANDARD TERMS OF THE CREDIT AGREEMENT AND THE REDUCTION TO WRITING OF ANY PREVIOUS ORAL CREDIT AGREEMENT BETWEEN THE BORROWER, THE
AGENT AND LENDERS IS SET FORTH IN THE SPACE BELOW: 
 NONE 

BORROWER, THE AGENT AND LENDERS AFFIRM THAT NO UNWRITTEN ORAL CREDIT AGREEMENT BETWEEN THEM EXISTS. 

 

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	Please initial	  	  
	  		  	  
	  		  	  

		  	Borrower	  		  	Agent	  		  	U.S. Bank
						
		  	  
	  		  	  
	  		  	  

		  	Union Bank	  		  	PNC	  		  	Enterprise
						
		  	  
	  		  	  
	  		  	
		  	Citizens	  		  	BOKC	  		  	

 [SIGNATURES APPEAR ON FOLLOWING PAGES] 

 

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 IN WITNESS WHEREOF, the Agent, the Borrower and the Lenders have executed this Agreement as
of the day and year first above written. 
  

			
	AGENT:
	
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Juli K. Van Hook

		 	Juli K. Van Hook
		 	Senior Vice President


  

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 IN WITNESS WHEREOF, the Agent, the Borrower and the Lenders have executed this Agreement as
of the day and year first above written. 
  

			
	BORROWER:
	
	QC HOLDINGS, INC.,
	a Kansas corporation
		
	By:	 	 /s/ Douglas E. Nickerson

		 	Douglas E. Nickerson
		 	Chief Financial Officer


  

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 IN WITNESS WHEREOF, the Agent, the Borrower and the Lenders have executed this Agreement as
of the day and year first above written. 
  

			
	LENDERS:
	
	U. S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Juli K. Van Hook

		 	Juli K. Van Hook
		 	Senior Vice President
	
	UNION BANK OF CALIFORNIA, N.A.
		
	By:	 	 /s/ Justin Brauer

		 	Justin Brauer
		 	Vice President
	
	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Carla Kehres

		 	Carla Kehres
		 	Senior Vice President
	
	ENTERPRISE BANK AND TRUST
		
	By:	 	 /s/ Scott D. Carl

		 	Scott D. Carl
		 	Senior Vice President
	
	CITIZENS BANK AND TRUST COMPANY
		
	By:	 	  

	Name:	 	  

	Title:	 	  




 

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	BANK OF KANSAS CITY, N.A.
		
	By:	 	 /s/ Matthew J. Mason

		 	Matthew J. Mason
		 	Vice President
	
	THE HUNTINGTON NATIONAL BANK
		
	By:	 	  

	Name:	 	  

	Title:	 	  




 

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 ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS/PLEDGORS 

Each of the undersigned guarantors and/or pledgors of collateral with respect to the obligations of the Borrower to the Agent and the
Lenders hereby (i) acknowledge and consent to the terms of the foregoing Second Amendment Agreement, (ii) represents and warrants to the Agent and the Lenders that there exists no default or event of default under any document delivered by
it to the Agent or the Lenders with respect to the Loan and (iii) reaffirms and ratifies the full force and effect of any guaranty agreement, security instrument or pledge agreement delivered by it in connection with the Loan. 

 

			
	QC Financial Services, Inc.,
	a Missouri corporation
		
	By:	 	 /s/ Douglas E. Nickerson

		 	Douglas E. Nickerson
		 	Chief Financial Officer
	
	QC Properties, LLC,
	a Kansas limited liability company
		
	By:	 	 /s/ Don Early

		 	Don Early
		 	Manager
	
	QC Financial Services of California, Inc.,
	a California corporation
		
	By:	 	 /s/ Douglas E. Nickerson

		 	Douglas E. Nickerson
		 	Chief Financial Officer


  

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	QC Financial Services of Texas, Inc.,
	a Kansas corporation
		
	By:	 	 /s/ Douglas E. Nickerson

		 	Douglas E. Nickerson
		 	Chief Financial Officer
	
	QC Advance, Inc.,
	a Missouri corporation
		
	By:	 	 /s/ Douglas E. Nickerson

		 	Douglas E. Nickerson
		 	Chief Financial Officer
	
	Cash Title Loans, Inc.,
	a Missouri corporation
		
	By:	 	 /s/ Douglas E. Nickerson

		 	Douglas E. Nickerson
		 	Chief Financial Officer
	
	Express Check Advance of South Carolina, LLC, a Tennessee limited liability company
		
	By:	 	 /s/ Darrin J. Andersen

		 	Darrin J. Andersen
		 	Manager


  

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	QC Auto Services, Inc.,
	a Kansas corporation
		
	By:	 	 /s/ Douglas E. Nickerson

		 	Douglas E. Nickerson
		 	Chief Financial Officer
	
	QC Loan Services, Inc.,
	a Kansas corporation
		
	By:	 	 /s/ Douglas E. Nickerson

		 	Douglas E. Nickerson
		 	Chief Financial Officer
	
	QC E-Services, Inc.,
	a Kansas corporation
		
	By:	 	 /s/ Douglas E. Nickerson

		 	Douglas E. Nickerson
		 	Chief Financial Officer


  

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