EXHIBIT 4.3.2
[4/93 Notes]
AMENDMENT TO NOTE PURCHASE AGREEMENTS
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THIS AMENDMENT TO NOTE PURCHASE AGREEMENTS, dated as of October 23,
1996 (the "Amendment"), amends each of the several Note Purchase Agreements
dated as of September 30, 1993, as amended from time to time prior to the date
hereof (collectively, the "Agreement"), between THE MONEY STORE, INC., a New
Jersey corporation (together with any corporation succeeding thereto by merger,
consolidation, or acquisition of all or substantially all of its assets as
permitted in accordance with Section 5.5 of the Agreement, the "Company"), and
each of the several note purchasers respectively named as addressees of the
Agreement (together with their permitted successors, assigns, and transferees,
the "Note Purchasers"; the Note Purchasers currently a party to the Agreement
are named on Schedule I hereto), relating to the issuance and sale of the
Company's 7.73% Series A Senior Notes due September 30, 2000 and 7.94% Series B
Senior Notes due September 30, 2000 (the "Notes").
W I T N E S S E T H:
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WHEREAS, the Company is a party to that certain Note Purchase
Agreement, dated as of September 13, 1995, with the several note purchasers
named in Schedule I thereto, relating to the issuance and sale of the Company's
7.83% Series A Senior Notes due September 15, 1999, the Company's 7.88% Series B
Senior Notes due September 15, 2000 and the Company's 8.03% Series C Senior
Notes due September 15, 2001 (the "September 1995 Note Agreement"); and
WHEREAS, the Company desires to amend the Agreement to, among other
things, conform certain provisions contained therein to the corresponding
provisions contained in the September 1995 Note Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Capitalized Terms. Unless otherwise defined herein, capitalized
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terms used herein shall have the respective meanings given thereto in the
Agreement.
2. Amendment to the Agreement. Subject to the terms and conditions
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set forth herein, the Agreement is amended, effective as of the date hereof, as
follows:
2.1 The definition of "Change of Control" in Section 7.2 of the
Agreement is hereby deleted in full and the following definition of "Change of
Control" is inserted in lieu thereof:
Change of Control - means any change in the beneficial ownership of
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any of the capital stock of the Company which results in any Person,
together with such Person's "affiliates" and "associates" (as each of
such terms is defined in Rule 12b-2 under Exchange Act of 1934, as
amended (the "Exchange Act"), becoming the "beneficial owner" (as such
term is defined in Rule 13d-3 under the Exchange Act) of 40% or more
of the total voting power of the outstanding Voting Stock of the
Company (such Person, together with such Person's "affiliates" and
"associates" being herein after referred to as the "Acquiring
Person"); provided, however, that the term "Acquiring Person" shall
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be deemed to not include ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ or (x)
their respective "affiliates" and "associates" or (y) their respective
heirs or estates or (z) any trust created for the exclusive benefit or
the grandchildren of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ or which either or both of ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be a trustee, and as such, shall
have sole power to vote the stock held in such trust; provided,
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further, however, that, solely for purposes of Section 4.4 hereof, no
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Change of Control shall be deemed to have occurred if: (A) in the case
of any merger or consolidation of the Company with or into any Person,
(1) all of the conditions set forth in Section 5.5(b) hereof have been
met, (2) the shareholders of the Company shall, directly or
indirectly, have acquired, or acquired the power to vote or direct the
voting of, more than 50% of the outstanding Voting Stock of such
Person immediately after giving effect to such merger or consolidation
and (3) within thirty (30) days of such merger or consolidation, such
Person's long term unsecured senior debt securities shall receive a
credit rating from Duff & ▇▇▇▇▇▇ Credit Rating Co. at least equal to
the higher of "BBB" or the credit rating of the long-term unsecured
senior debt securities of the Company immediately prior to such merger
or consolidation or if Duff & ▇▇▇▇▇▇ Credit Rating Co. does not at the
time of determination rate such securities, such securities shall have
an equivalent rating from Standard & Poor's Rating Group or ▇▇▇▇▇'▇
Investors Service; or (B) in the case of an acquisition by the Company
or a subsidiary of the Company of a business (the "Acquired Person")
for consideration consisting of or including Voting Stock of the
Company and/or securities convertible into Voting Stock of the
Company, (1) the terms of such acquisition provide that both (a) from
and after the consummation of such acquisition and until at least the
earlier of (i) two years from the date of such acquisition or (ii) the
date on which the Acquiring Person transfers substantially all of such
Voting Stock and/or securities convertible into Voting Stock, the
Acquiring Person will cause the Voting Stock owned by it at the time
of any stockholder vote (or action by consent) for the election of
directors of the Company to be voted in favor of the election, as a
majority of the members of the Board of Directors of the Company, of
(x) persons who were directors or executive officers of the Company
immediately prior to execution of the agreement or agreements pursuant
to which the transaction or transactions otherwise resulting in the
Change of Control were consummated (the "Pre-Acquisition Managers"),
and/or (y) persons (each of whom, without limitation, may or may not
have been a Pre-Acquisition Manager) who are approved by the Board of
Directors of the Company prior to such transaction or transactions and
who were not officers or directors of the Acquired Person prior to the
time of such transaction or transactions and (b) the Acquiring Person
will not, for a period of two years from the consummation of such
transaction or transactions, permit persons designated by the
Acquiring Person to become a majority of the members of the Board of
Directors of the Company, and (2) within 30 days after such
acquisition, the long-term unsecured senior debt securities of the
Company shall receive a credit rating from Duff & ▇▇▇▇▇▇ Credit Rating
Co. of "BBB" or better, or if Duff & ▇▇▇▇▇▇ Credit Rating Co. does not
at the time of determination rate such securities, such securities
shall have an equivalent rating from Standard & Poor's Rating Group or
▇▇▇▇▇'▇ Investors Service.
3. Effectiveness of Amendments. This Amendment shall become
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effective upon compliance with the provisions of Section 10 of the Agreement.
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4. Counterparts. This Amendment may be signed in any number of
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counterparts with the same effect as if the signatures thereto and hereto were
upon the same instrument.
5. Governing Law. This Amendment shall be governed by, and construed
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and enforced in accordance with, the laws of the state of New York (without
regard to the conflict of law provisions thereof) including all matters of
construction, validity and performance.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
duly executed by their respective representatives thereunto duly authorized as
of the date first set forth above.
THE MONEY STORE INC.
By:______________________________
Name: ▇▇▇▇▇▇ Dear
Title: Chief Financial Officer
_________________________________
Name of Note Purchaser
(Please Print or Type)
By:______________________________
Name:
Title:
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