exv10w5







EXHIBIT 10.5






EXECUTION VERSION




CASH AMERICA INTERNATIONAL, INC.




AMENDMENT NO. 1 TO NOTE AGREEMENT




As of December 11, 2008




To the Persons Named on

Annex 1 Hereto




Ladies and Gentlemen:




     Cash America International, Inc., a Texas corporation (hereinafter, the “Company”), together
with its successors and assigns, agrees with you as follows:



1. PRELIMINARY STATEMENTS.




     1.1. Note Issuance, etc.



     The Company issued and sold $40,000,000 in aggregate principal amount of its 6.12% Senior
Notes due December 28, 2015 (as in effect immediately prior to giving effect to the Amendments (as
defined below) provided for hereby, the “Existing Notes”) pursuant to that certain Note Agreement,
dated as of December 28, 2005 (as in effect immediately prior to giving effect to the Amendments
provided for hereby, the “Existing Note Agreement”, and as amended as contemplated hereby, the
“Note Agreement”). The register for the registration and transfer of the Existing Notes indicates
that the parties named in Annex 1 (the “Current Holders”) to this Amendment No. 1 to Note Agreement
(this “Amendment Agreement”) are currently the holders of the entire outstanding principal amount
of the Existing Notes. The amendments to the Existing Note Agreement and the amendment and
restatement of the Existing Notes as provided for by this Amendment Agreement are referred to
herein, collectively, as the “Amendments”.



2. DEFINED TERMS.




     Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to
them in the Note Agreement.



3. AMENDMENTS TO THE EXISTING NOTE AGREEMENT.




     Subject to Section 6, the Existing Note Agreement is amended as provided for by this Amendment
Agreement as follows:



     1. The cover page of the Existing Note Agreement is hereby amended by replacing the reference
therein to “December 28, 2015” with “December 28, 2012.”



 









 





     2. Section 1.01 of the Existing Note Agreement is hereby amended by replacing each reference
therein to “December 28, 2015” with “December 28, 2012.”



     3. Section 2.01 of the Existing Note Agreement is hereby amended by amending and restating the
definition of “Investment” to read as follows:



     ““Investment” means, as applied to any Person, (i) any direct or indirect purchase or other
acquisition by such Person of stocks, bonds, notes, debentures or other securities of any other
Person, (ii) any direct or indirect loan, advance, extension of credit or capital contribution by
such Person to any other Person (other than a contribution of capital stock of the Company to any
Person in connection with the acquisition of the New Mexican Subsidiary by Cash America of Mexico),
(iii) any Assurance by such Person of any indebtedness of any other Person, (iv) the subordination
by such Person of any claim against any other Person to other indebtedness of such other Person and
(v) any other item which would be classified as an “investment” on a balance sheet of such Person
prepared in accordance with GAAP, including any direct or indirect contribution by such Person of
Property to a joint venture, partnership or other business entity in which such Person retains an
interest.”



     4. Section 2.01 of the Existing Note Agreement is hereby amended by adding a new definition of
“New Mexican Subsidiary” in proper alphabetical order and such new definition shall read in full as
follows:



     ““New Mexican Subsidiary” means Creazione Estilo, S.A. de C.V., SOFOM, E.N.R., a Mexican
sociedad anónima de capital variable, sociedad financiera de objeto múltiple, entidad no regulada,
so long as Cash America of Mexico, Inc., a Delaware corporation and Wholly-Owned Subsidiary, owns
not less than 80% of its Voting Stock and 80% of the outstanding shares of all other classes of its
Stock.”



     5. Section 5.01(a) of the Existing Note Agreement is hereby amended and restated to read in
full as follows:



     “(a) Unless the aggregate principal amount of the then outstanding Notes shall have become due
and payable pursuant to Section 10.01, the Company shall apply to the prepayment of the Notes,
without premium, and there shall become due and payable, principal amounts of Notes (or, in the
case of any such prepayment, such lesser principal amount of the Notes as shall then be
outstanding) equal to (i) $13,333,333.34 on December 28, 2010, (ii) $10,000,000 on December 28,
2011, (iii) $3,333,333.34 on March 31, 2012, and (iv) $13,333,333.34 principal amount (or such
other principal amount thereof as then remains unpaid) at their stated maturity on December 28,
2012. Each such prepayment shall be at 100% of the principal amount of the Notes so prepaid,
together with all accrued and unpaid interest thereon to the date of prepayment. No partial
prepayment of the Notes pursuant to Section 5.02 shall relieve the Company from its obligation to
make the required prepayment provided for in this Section 5.01.”



     6. Section 9.08(e) of the Existing Note Agreement is hereby amended and restated to read in
full as follows:



     “(e) in the case of the Company or any Subsidiary, Investments in Non-Domestic and Non-Wholly
Owned Subsidiaries (including Subsidiaries acquired after December



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1, 2008 in accordance with Section 9.17(a)(1)) resulting from its acquisition or ownership of
Stock of, or capital contributions to, such Subsidiaries but, in each case, only to the extent not
prohibited by Section 9.17(a), provided that (i) after giving effect to each such Investment the
aggregate book value of all Investments of the Company and all Subsidiaries in Non-Domestic
Subsidiaries and Non-Wholly Owned Subsidiaries (other than the New Mexican Subsidiary) at such time
does not exceed 10% of Consolidated Net Worth or (ii) such Investment is in the New Mexican
Subsidiary;”



     7. Schedule I (Purchaser Information) of the Existing Note Agreement is hereby amended by
replacing each reference therein to “December 28, 2015” with “December 28, 2012.”



4. AMENDMENT AND RESTATEMENT OF EXISTING NOTES.




     4.1. Amendment and Restatement of Existing Notes.



     The Existing Notes, as amended and restated by this Amendment Agreement, shall be hereinafter
referred to, individually, as a “Note” and, collectively, as the “Notes.” Subject to Section 6,
the Existing Notes are hereby, without any further action required on the part of any other Person,
deemed to be automatically amended to conform to and have the terms provided in Exhibit A
hereto (except that the principal amount and the payee of each Note shall remain unchanged). Any
Note issued on or after the Effective Date shall be in the form of Exhibit A hereto. The
term “Notes” as used in the Existing Note Agreement shall include each Note delivered pursuant to
any provision of the Existing Note Agreement, as amended hereby (and as hereafter amended) and each
Note delivered in substitution or exchange for any such Note pursuant to any such provision.



     4.2. Replacement Notes.



     Upon the request of the record holder of an Existing Note, the Company will issue a
replacement Note or Notes in favor of such holder for such holder’s Existing Note or Existing
Notes.



5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.




     To induce you to enter into this Amendment Agreement and to consent to the Amendments, the
Company represents and warrants to you as follows:



     5.1. Full Disclosure.



     Neither the financial statements and other certificates previously provided to each of the
Current Holders pursuant to the provisions of the Existing Note Agreement nor the statements made
in this Amendment Agreement nor any other written statements furnished to each of the Current
Holders by or on behalf of the Company in connection with the proposal and negotiation of the
transactions contemplated hereby, taken as a whole, contained any untrue statement of a material
fact or omitted a material fact necessary to make the statements contained therein and herein not
misleading, in each case as of the time such financial statements or certificates were provided or
such statements were made or furnished. There is no fact known to the Company



3









 







relating to any event or circumstance that has occurred or arisen since the Closing Date that
the Company has not disclosed to each of the Current Holders in writing that has had or, so far as
the Company can now reasonably foresee, could reasonably be expected to have, a Material Adverse
Effect.



     5.2. Power and Authority.



     The Company has all requisite corporate power and authority to enter into and perform its
obligations under this Amendment Agreement.



     5.3. Due Authorization.



     This Amendment Agreement has been duly authorized by all necessary action on the part of the
Company, has been executed and delivered by a duly authorized officer of the Company, and
constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with
its terms, except that enforceability may be limited by applicable bankruptcy, reorganization,
arrangement, insolvency, moratorium, or other similar laws affecting the enforceability of
creditors’ rights generally and subject to the availability of equitable remedies.



     5.4. No Defaults.



     No event has occurred and no condition exists that, upon the execution and delivery of this
Amendment Agreement, would constitute a Default or an Event of Default.



     5.5. Prenda Facil



     The Company has delivered to special counsel to the Current Holders true and correct copies of
the primary documents pursuant to which the Company or any of its Subsidiaries has invested in and
acquired the business operated by the New Mexican Subsidiary.



6. EFFECTIVENESS OF AMENDMENTS.




     The Amendments shall become effective as of the first date written above (the “Effective
Date”) upon the satisfaction of the conditions precedent described in Sections 6.1, 6.2 and 6.3
below:



     6.1. Execution and Delivery of this Amendment Agreement.



     The Company and the Current Holders shall have executed and delivered this Amendment
Agreement.



     6.2. Guarantors.



     Each Guarantor which delivered the Guaranty (or an agreement and adoption of the Guaranty)
shall have executed and delivered to you the Consent and Reaffirmation attached hereto as
Exhibit B.



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     6.3. Opinions of Counsel.



     Each of the Current Holders shall have received a closing opinion, each dated the Effective
Date, from each of:



     (a) Hunton & Williams LLP, counsel to the Company and the Guarantors, in the form of
Exhibit C hereto;



     (b) Curtis Linscott, General Counsel to the Company and the Guarantors, in the form of
Exhibit D hereto; and



     (c) Bingham McCutchen, LLP, your special counsel, in the form of Exhibit E hereto.



     6.4. Amendment Fee.



     Whether or not the Amendments become effective, on the date this Amendment Agreement is
executed by each of the parties hereto, the Company will pay each of the Current Holders a fee in
the amount set forth in a fee letter of even date herewith among the Company and each of the
Current Holders.



     6.5. Fees and Expenses.



     Whether or not the Amendments become effective, the Company will promptly (and in any event
within thirty Business Days of receiving any statement or invoice therefor) pay all reasonable
fees, expenses and costs relating to this Amendment Agreement, including, but not limited to, the
reasonable fees of your special counsel, Bingham McCutchen LLP, incurred in connection with the
preparation, negotiation and delivery of this Amendment Agreement and any other documents related
hereto. Nothing in this Section shall limit the Company’s obligations pursuant to Section 11.02 of
the Note Agreement.



7. MISCELLANEOUS.




     7.1. Part of Existing Note Agreement; Future References, etc.



     This Amendment Agreement shall be construed in connection with and as a part of the Existing
Note Agreement and, except as expressly amended by this Amendment Agreement, all terms, conditions
and covenants contained in the Existing Note Agreement are hereby ratified and shall be and remain
in full force and effect. Any and all notices, requests, certificates and other instruments
executed and delivered after the execution and delivery of this Amendment Agreement may refer to
the Existing Note Agreement without making specific reference to this Amendment Agreement, but
nevertheless all such references shall include this Amendment Agreement unless the context
otherwise requires.



     7.2. Counterparts.



     This Amendment Agreement may be executed in any number of counterparts, each of which shall be
an original but all of which together shall constitute one instrument. Each counterpart may
consist of a number of copies hereof, each signed by less than all, but together



5









 







signed by all, of the parties hereto. A facsimile of an executed copy of this Amendment
Agreement shall have the same effect as the original executed Amendment Agreement.



     7.3. Governing Law.



     THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF
THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW
PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A
JURISDICTION OTHER THAN NEW YORK.



[Remainder of page intentionally left blank; next page is signature page.]





6









 








     If you are in agreement with the foregoing, please so indicate by signing the acceptance below
on the accompanying counterpart of this agreement and returning it to the Company, whereupon it
will become a binding agreement among you and the Company.



	 	 	 	 	 
	 	CASH AMERICA INTERNATIONAL, INC.

 	 
	 	By:  	/s/  David J. Clay
 	 
	 	 	Name:  	David J. Clay 	 
	 	 	Title:  	Senior Vice President-Finance 	 
	 



[Signature Page to Amendment No. 1 to Note Agreement (Cash America — 2005)]





 









 









     The foregoing Amendment Agreement is hereby accepted as of the date first above written. By
its execution below, each of the undersigned represents that it is either the registered owner of
one or more of the Existing Notes or is the beneficial owner of one or more of the Existing Notes
and is authorized to enter into this Amendment Agreement in respect thereof.



	 	 	 	 	 
	MIDLAND NATIONAL LIFE INSURANCE COMPANY


By: Guggenheim Partners Advisory Company, its agent

 	 	 
	By:  	/s/  Michael Damaso
 	 	 
	 	Name:  	Michael Damaso 	 	 
	 	Title:  	Senior Managing Director 	 	 
	 
	NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE


By: Guggenheim Partners Advisory Company, its agent

 	 	 
	By:  	/s/  Michael Damaso
 	 	 
	 	Name:  	Michael Damaso 	 	 
	 	Title:  	Senior Managing Director 	 	 
	 



[Signature Page to Amendment No. 1 to Note Agreement (Cash America — 2005)]





 









 







	 	 	 	 	 
	EQUITRUST LIFE INSURANCE COMPANY

 	 	 
	By:  	/s/  Herman L. Riva
 	 	 
	 	Name:  	Herman L. Riva 	 	 
	 	Title:  	Vice President 	 	 
	 
	FARM BUREAU LIFE INSURANCE COMPANY

 	 	 
	By:  	/s/  Herman L. Riva
 	 	 
	 	Name:  	Herman L. Riva 	 	 
	 	Title:  	Vice President 	 	 
	 



[Signature Page to Amendment No. 1 to Note Agreement (Cash America — 2005)]





 









 








Annex 1




CURRENT HOLDERS




Midland National Life Insurance Company




North American Company for Life and Health Insurance




Equitrust Life Insurance Company




Farm Bureau Life Insurance Company





 









 





Exhibit A




[FORM OF NOTE]




CASH AMERICA INTERNATIONAL, INC.




6.12% SENIOR NOTE DUE DECEMBER 28, 2012




			
	 	 	 
	No. R-[     ]
	 	[Date]
	$[                    ]
	 	PPN: 14754D B*0
	 
	 	New York, New York






     FOR VALUE RECEIVED, the undersigned, CASH AMERICA INTERNATIONAL, INC. (the “Company”), a
corporation organized and existing under the laws of the State of Texas, hereby promises to pay to
[                              ], or registered assigns, the principal sum of [                              ] DOLLARS
($[               ]) on or before December 28, 2012, with interest (computed on the basis of a 360-day
year of twelve 30-day months) on the unpaid balance of such principal amount from the date hereof
until the same shall become due and payable (whether at maturity or at any date fixed for
prepayment or by declaration or otherwise) at the rate of 6.12% per annum, payable semi-annually on
June 28 and December 28 in each year, commencing June 28, 2006, and with interest on any overdue
principal (including any overdue prepayment of principal), premium and (to the extent permitted by
law) interest at the Default Rate (as defined in the Note Agreement referred to below), payable
semi-annually as aforesaid or, at the option of the holder hereof, on demand.



     Payments of principal shall be made on the dates and in the amounts specified in the Note
Agreement. Payment of principal, premium, if any, and interest shall be made in lawful money of
the United States of America in accordance with the Note Agreement.



     This Note is one of the Company’s 6.12% Senior Notes due December 28, 2012 (the “Notes”)
issued in the original aggregate principal amount of $40,000,000 pursuant to the Note Agreement,
dated as of December 28, 2005 (as and if amended from time to time, the “Note Agreement”), between
the Company and the Purchasers listed on Schedule I to the Note Agreement and is entitled to the
benefits thereof. All capitalized terms used herein and not otherwise defined shall have the
meanings specified therefor in the Note Agreement.



     As provided in the Note Agreement, this Note is subject to prepayment, in whole or from time
to time in part, in certain cases without premium and in other cases with a premium as specified in
the Note Agreement. The Company agrees to make required prepayments of principal of the Notes in
the amounts, on the dates, and in the manner provided in the Note Agreement.



     THE COMPANY IS OBLIGATED UNDER THE NOTE AGREEMENT TO KEEP A TRUE COPY THEREOF AT ITS PRINCIPAL
EXECUTIVE OFFICE FOR INSPECTION DURING NORMAL BUSINESS HOURS.



 









 





     Transfers of this Note shall be registered in the register maintained by the Company for such
purpose in accordance with the Note Agreement. Prior to presentment of this Note for registration
of transfer, the Company may deem and treat the holder of this Note as the absolute owner hereof
(whether or not this Note shall be overdue) for all purposes, and the Company will not be affected
by any notice to the contrary.



     As provided in the Note Agreement, the Notes are entitled to the benefits of the Guaranty.



     The Note Agreement provides, among other things, for the acceleration of the maturity of this
Note under certain conditions and for the prepayment of this Note under certain conditions and
further provides that the holder hereof may never charge, collect or receive interest greater than
that permitted by applicable law. As provided in the Note Agreement, all costs of collection with
respect to this Note (including, without limitation, reasonable attorneys’ fees and other legal
expenses) shall be borne by the Company.



     The Company hereby waives grace (except as otherwise expressly provided in Section 10.01 of
the Note Agreement), demand, presentment for payment, notice of dishonor, notice of default, notice
of intention to accelerate the maturity hereof, protest and notice of protest and diligence in
collecting and bringing of suit, and agrees to all renewals, extensions or partial payments hereon,
with or without notice, before or after maturity.



     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAW OF THE STATE
OF NEW YORK, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.



     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.



	 	 	 	 	 
	 	CASH AMERICA INTERNATIONAL, INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



Exhibit B




CONSENT AND REAFFIRMATION





     Each of the undersigned (the “Guarantors”) hereby (i) acknowledges receipt of a copy of the
foregoing Amendment No. 1 to Note Agreement (the “First Amendment”); (ii) consents to the Company’s
execution and delivery thereof; (iii) agrees to be bound thereby; (iv) affirms that nothing
contained therein shall modify in any respect whatsoever its guaranty of the obligations of the
Company to the holders of the Notes pursuant to the terms of that certain Joint and Several
Guaranty, entered into by the Guarantors pursuant to the terms of the Note Agreement (the
“Guaranty”); and (v) reaffirms that the Guaranty is and shall continue to remain in full force and
effect. Although each of the Guarantors has been informed of the matters set forth herein and in
the First Amendment and has acknowledged and agreed to the same, such Guarantors understand that
the holders of the Notes have no obligation to inform any of the Guarantors of such matters in the
future or to seek any of the Guarantors’ acknowledgment or agreement to future amendments or
waivers, and nothing herein shall create such a duty. Capitalized terms used in this Consent and
Reaffirmation and not otherwise defined herein have the meanings ascribed to them in the First
Amendment.



 









 





     In witness whereof, each of the undersigned has executed this Consent and Reaffirmation on and
as of the date of such First Amendment.



	 	 	 	 	 
	 	GUARANTORS





BRONCO PAWN & GUN, INC.

CASH AMERICA ADVANCE, INC.

CASH AMERICA FINANCIAL SERVICES, INC.

CASH AMERICA FRANCHISING, INC.

CASH AMERICA HOLDING, INC.

CASH AMERICA, INC.

CASH AMERICA, INC. OF ALABAMA

CASH AMERICA, INC. OF ALASKA

CASH AMERICA, INC. OF COLORADO

CASH AMERICA, INC. OF ILLINOIS

CASH AMERICA, INC. OF INDIANA

CASH AMERICA, INC. OF KENTUCKY

CASH AMERICA, INC. OF LOUISIANA

CASH AMERICA, INC. OF NEVADA

CASH AMERICA, INC. OF NORTH CAROLINA

CASH AMERICA, INC. OF OKLAHOMA

CASH AMERICA, INC. OF SOUTH CAROLINA

CASH AMERICA, INC. OF TENNESSEE

CASH AMERICA, INC. OF UTAH

CASH AMERICA, INC. OF VIRGINIA

CASH AMERICA MANAGEMENT L.P.,

      by its general partner, CASH AMERICA HOLDING, INC.

CASH AMERICA OF MISSOURI, INC.

CASH AMERICA PAWN L.P.,

      by its general partner, CASH AMERICA HOLDING, INC.

CASH AMERICA PAWN, INC. OF OHIO

CASHLAND FINANCIAL SERVICES, INC.

DOC HOLLIDAY’S PAWNBROKERS & JEWELLERS, INC.

EXPRESS CASH INTERNATIONAL CORPORATION

FLORIDA CASH AMERICA, INC.

GEORGIA CASH AMERICA, INC.

GAMECOCK PAWN & GUN, INC.

HORNET PAWN & GUN, INC.

LONGHORN PAWN AND GUN, INC.

MR. PAYROLL CORPORATION

RATI HOLDING, INC.

TIGER PAWN & GUN, INC.

UPTOWN CITY PAWNERS, INC.

VINCENT’S JEWELERS AND LOAN, INC.

CASH AMERICA GLOBAL FINANCING, INC.

OHIO NEIGHBROHOOD FINANCE, INC.

 	 
	 	By  	 	 
	 	 	Name:  	Austin D. Nettle 	 
	 	 	Title:  	Vice President & Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CASH AMERICA NET HOLDINGS, LLC

CASH AMERICA NET CANADA, INC.

 	 
	 	By  	 	 
	 	 	Name:  	Austin D. Nettle 	 
	 	 	Title:  	Vice President & Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CASH AMERICA NET OF ALABAMA, LLC

CASH AMERICA NET OF ALASKA, LLC

CASH AMERICA NET OF ARIZONA, LLC

CASH AMERICA NET OF CALIFORNIA, LLC

CASH AMERICA NET OF COLORADO, LLC

CASH AMERICA NET OF DELAWARE, LLC

CASH AMERICA NET OF FLORIDA, LLC

CASH AMERICA NET OF HAWAII, LLC

CASH AMERICA NET OF IDAHO, LLC

CASH AMERICA NET OF ILLINOIS, LLC

CASH AMERICA NET OF INDIANA, LLC

CASH AMERICA NET OF IOWA, LLC

CASH AMERICA NET OF KANSAS, LLC

CASH AMERICA NET OF KENTUCKY, LLC

CASH AMERICA NET OF LOUISIANA, LLC

CASH AMERICA NET OF MAINE, LLC

CASHNET CSO OF MARYLAND, LLC

CASH AMERICA NET OF MICHIGAN, LLC

CASH AMERICA NET OF MINNESOTA, LLC

CASH AMERICA NET OF MISSISSIPPI, LLC

CASH AMERICA NET OF MISSOURI, LLC

CASH AMERICA NET OF MONTANA, LLC

CASH AMERICA NET OF NEBRASKA, LLC

CASH AMERICA NET OF NEVADA, LLC

CASH AMERICA NET OF NEW HAMPSHIRE, LLC

CASH AMERICA NET OF NEW MEXICO, LLC

CASH AMERICA NET OF NORTH DAKOTA, LLC

CASH AMERICA NET OF OHIO, LLC

CASH AMERICA NET OF OKLAHOMA, LLC

CASH AMERICA NET OF OREGON, LLC

CASH AMERICA NET OF RHODE ISLAND, LLC

CASH AMERICA NET OF SOUTH DAKOTA, LLC

CASH AMERICA NET OF TEXAS, LLC

CASH AMERICA NET OF UTAH, LLC

CASH AMERICA NET OF VIRGINIA, LLC,

CASH AMERICA NET OF WASHINGTON, LLC

CASH AMERICA NET OF WISCONSIN, LLC

CASH AMERICA NET OF WYOMING, LLC

CASHNET OF AUSTRALIA, LLC

CASHNETUSA OF FLORIDA, LLC

CASHEURONET UK, LLC

OHIO CONSUMER FINANCIAL SOLUTIONS, LLC





by their Sole Member, CASH AMERICA NET HOLDINGS, LLC

 	 
	 	By  	 	 
	 	 	Name:  	Austin D. Nettle 	 
	 	 	Title:  	Vice President & Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CASHNETUSA CO, LLC

CASHNETUSA OR, LLC

THE CHECK GIANT NM, LLC



by their Sole Member, CASH AMERICA NET OF NEW MEXICO, LLC



by its Sole Member, CASH AMERICA NET HOLDINGS, LLC

 	 
	 	By  	 	 
	 	 	Name:  	Austin D. Nettle 	 
	 	 	Title:  	Vice President & Treasurer 	 



	 	 	 	 	 
	 	PRIMARY CREDIT SOLUTIONS, LLC (f/k/a Primary Cash Holdings, LLC)



by its sole member, CASH AMERICA INTERNATIONAL, INC.

 	 
	 	By  	 	 
	 	 	Name:  	Austin D. Nettle 	 
	 	 	Title:  	Vice President & Treasurer 	 



	 	 	 	 	 
	 	PRIMARY CREDIT SERVICES, LLC (f/k/a Primary Cash Finance, LLC)

PRIMARY CREDIT PROCESSING, LLC (f/k/a Primary Cash Card Processing, LLC)

PRIMARY PAYMENT SOLUTIONS, LLC (f/k/a Primary Cash Card Services, LLC


by their sole member, PRIMARY CREDIT SOLUTIONS, LLC (f/k/a Primary
Cash Holdings, LLC)

 	 
	 	By  	 	 
	 	 	Name:  	Austin D. Nettle 	 
	 	 	Title:  	Vice President & Treasurer 	 



 









 







Exhibit C




December [     ], 2008




To the Persons listed

on the attached Annex 1





	 	Re:	 	Amendment No. 1 to Note Agreement, dated as of December [     ], 2008, between
Cash America International, Inc. and the Persons listed on Annex I thereto (the
“Amendment Agreement”)




Gentlemen:




     As counsel to Cash America International, Inc. (the “Company”), a Texas corporation,
we have been requested to furnish this letter to you pursuant to Section 6.3 of the Amendment
Agreement. The Amendment Agreement contemplates amendment to the terms of that certain Note
Agreement, dated as of December 28, 2005 which is being amended by the Amendment Agreement (the
“Note Agreement”). Unless otherwise defined herein, all capitalized terms used herein that
are defined in the Amendment shall have the respective meanings assigned to them in the Amendment
Agreement.



A. Basis of Opinion




     As the basis for the conclusions expressed in this opinion letter, this firm has examined and
is familiar with originals or copies, certified or otherwise identified to this firm’s
satisfaction, of (i) the Amendment Agreement; (ii) the Note Agreement; (iii) the form of promissory
notes of the Company in the aggregate principal amount of $40,000,000 in the form attached to the
Note Agreement (the “Notes”); (iv) the fee letter delivered pursuant to Section 6.4 of the
Amendment Agreement (the “Fee Letter”); (v) the Articles of Incorporation of the Company,
as amended to date; (vi) the Bylaws of the Company, as amended to date; and (vii) the resolutions
of the Board of Directors of the Company authorizing the execution, delivery and performance of the
Amendment Agreement and the Fee Letter. This firm has also examined such other documents and
instruments (including certificates of public officials, officers of the Company and other persons)
and made such examination of applicable laws of the State of Texas and federal laws of the United
States, all as this firm has deemed necessary as a basis for the opinions hereinafter expressed.
As used herein, the term “Loan Documents” means, collectively, the Amendment Agreement and the Fee
Letter.



B. Opinion




     Based upon our examination and consideration of the documents and instruments referred to in
Section A and in reliance thereon, but subject to the comments, assumptions, limitations,
qualifications and exceptions set forth in Section C, this firm is of the opinion that:



     1. The Amendment Agreement and the Fee Letter have been duly authorized, executed and
delivered by the Company, and each of such Loan Documents constitutes the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with their respective
terms.



     2. The Company is not an “investment company” or a Person directly or indirectly “controlled”
by or acting on behalf of an “investment company” within the meaning of the Investment Company Act
of 1940, as amended.



 









 





December [     ], 2008

Page 2




     3. For purposes of determining the maximum lawful rate of interest that may be charged,
collected or received pursuant to the Notes, the courts of the State of Texas (and the courts of
the United States applying Texas law) would, assuming that such courts were to apply existing Texas
choice of law rules, give effect to the provisions contained in the Note Agreement and the Notes
calling for such documents to be governed by and construed in accordance with the internal laws of
the State of New York.



     4. The loan, as evidenced by the Notes, is not usurious under the laws of Texas (assuming for
purposes of this opinion, courts were to apply Texas law).



C. Comments, Assumption, Limitations, Qualifications and Exceptions




     The opinions expressed in Section B above are based upon and subject to the further comments,
assumptions, limitations, qualifications and exceptions as set forth below:



     1. This firm’s validity, binding effect and enforceability opinions in Paragraphs B.1 and B.4
above are subject to the effects of (i) bankruptcy, fraudulent conveyance, fraudulent transfer,
insolvency, reorganization, arrangement, moratorium and other similar laws from time to time
affecting creditors’ rights generally, (ii) the application of general principles of equity
(including, without limitation, standards of materiality, good faith, fair dealing and
reasonableness), whether such principles are considered in a proceeding at law or in equity, and
(iii) applicable law and court decisions which may modify, limit, render unenforceable or invalid
or delay certain of the rights and remedies of the Holders, which, in this firm’s opinion, should
not materially diminish the ultimate practical realization of the principal legal benefits
purported to be conferred by the Loan Documents, except for the economic consequences of any
judicial, administrative, procedural or other delay which may be imposed by, relate to or result
from such laws and court decisions.



     2. This firm expresses no opinion as to:




     (i) the validity, binding effect or enforceability of any provision of the Loan
Documents relating to indemnification, contribution, or exculpation in connection with (a)
violations of any securities laws or statutory duties or public policy, to the extent that
such provisions are determined to be contrary to public policy, as interpreted by the courts
of the State of Texas and the courts of the United States or (b) claims, losses or
liabilities of an unreasonable amount or attributable to the indemnified party’s negligence
or willful misconduct;




     (ii) the validity, binding effect or enforceability of (a) any
purported waiver, release, variation, disclaimer, consent or other provision
contained in the Loan Documents to similar effect (all of the foregoing,
collectively, a “Waiver”) by the Company under any of the Loan
Documents to the extent limited by Sections 9.602 of the Uniform Commercial
Code, as in effect in the State of Texas (“UCC”) or other provisions of
applicable law (including judicial decisions), or to the extent that such a
Waiver applies to a right, right to notice, claim, duty, defense, or ground for
discharge or other benefits otherwise existing or occurring as a matter of law
(including judicial decisions), except to the extent that such a Waiver is
effective under and is not prohibited by or void or invalid under the UCC or
other provisions of applicable law (including judicial decisions), (b) any
provision of any Loan Documents related to Waiver of any rights to forum
selection or submission to jurisdiction (including, without limitation, any
Waiver of any objection to venue in any court or of any objection that a
court is an inconvenient forum ) and provisions restricting access to courts
or to legal or equitable remedies or purporting to contractually submit the
Company and the other Loan Parties to the jurisdiction, venue and



 









 





December [     ], 2008

Page 3





personal jurisdiction of particular courts and advance consent to the manner of service of
process, or (c) any provision of the Loan Documents that (i) provide that decisions by a
party are conclusive; (ii) expressly or by implication waive unknown rights, defenses
granted by law or claims that have not matured, where such Waivers are against public policy
or prohibited by laws; (iii) allow or authorize the delay or omission of enforcement of any
remedy or right; (iv) waive the legal rights of any party in advance; (v) sever
unenforceable provisions from the Loan Documents, to the extent that enforcement of
remaining provisions would frustrate the fundamental intent of the parties to the Loan
Documents, and (vi) provide for interest recapture under Section 11.17(d) of the Note
Agreement;




     (iii) the enforceability of any provision in the Loan Documents specifying that
provisions thereof may be waived only in writing, to the extent that an oral agreement or an
implied agreement by trade practice or course of conduct has been created that modifies any
provision of such Loan Documents;




     (iv) the enforceability of any provision of the Loan Documents that purports to give
any person or entity the power to accelerate obligations without any notice to the Company;




     (v) the effect of any law or any jurisdiction other than the State of Texas wherein any
Holder or any Loan Party may be located or wherein enforcement of any Loan Documents may be
sought that limits the rates of interest legally chargeable or collectible;




     (vi) the enforceability of cumulative remedies to the extent such cumulative remedies
purport to or would have the effect of compensating the party entitled to the benefits
thereof in amounts in excess of the actual loss suffered by such party (other than the
Make-Whole Premium, which we discuss in paragraph C.3 below);




     (vii) the submission of jurisdiction to the extent it relates to the subject matter
jurisdiction of any court;




     (viii) the enforceability of any waiver of a trial by jury or waiver of objection to
venue or claim of an inconvenient forum with respect to proceedings;




     (ix) the waiver of any right to have service of process made in the manner presented by
applicable law,




     (x) the appointment of any Person as attorney in fact insofar as exercise of such power
of attorney may be limited by public policy or limitations referred to elsewhere in this
opinion;




     (xi) the ability of any Person to receive the remedies of specific performance,
injunctive relief, liquidated damages or any similar remedy in any proceeding;




     (xii) any right to the appointment of a receiver;




     (xiii) any right to obtain possession of any property or the exercise of self-help
remedies or other remedies without judicial process;




     (xiv) any waiver or limitation concerning mitigation of damages;



 









 





December [     ], 2008

Page 4





     (xv) the availability of the right of rescission;




     (xvi) any law or regulation relating to federal, state or local taxation, federal or
state environmental regulation, labor laws, intellectual property laws, antitrust laws or
those relating to zoning, land use or subdivision laws, ERISA and similar matters or any
Federal or state securities laws or regulations; and




     (xvii) the enforceability of any right to receive interest on interest.



     3. With regard to the provisions of the Note Agreement providing for payment of the Make-Whole
Premium in certain circumstances, this firm also advises you that, according to at least one
commentator, prepayment fees may be characterized as penalties and thus are not enforceable under
Texas law in certain circumstances, especially when triggered by an involuntary prepayment (such as
acceleration due on default). See Stark’s “Enforcing Prepayment Charges: Case Law and Drafting
Suggestions,” 22 Real Property, Probate and Trust Journal (1987); In re Abramoff,
92 Bankruptcy Reporter 698 (W.D. Texas 1988) (distinguishing between a prepayment fee in the case
of a voluntary prepayment and one in the case of an involuntary prepayment, and characterizing the
latter as interest). But, see Parker Plaza West Partners v. Union Pension and Insurance
Company, 941 F.2d 349 (5th Cir. 1991), wherein the Fifth Circuit of the United States Court of
Appeals held that a prepayment fee triggered by an involuntary prepayment is enforceable under
Texas law. See also, Meisler v. Republic of Texas Savings Association, 758 S.W.2d 878
(Tex. App.—Houston [14th Dist.] 1988, no writ), which upheld a prepayment fee under Texas law in
the context of a due-on-sale clause. This firm, therefore, concludes that, subject to the
foregoing, the Make-Whole Premium is enforceable under Texas law; as discussed below under
Paragraph C.9, according to the Abramoff decision, the Make-Whole Premium might possibly be
characterized as interest in the context of an involuntary prepayment.



     4. In expressing this firm’s opinions in Paragraph B.1, this firm has assumed without
independent investigation that the Company is duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it is organized, that the Company has the power to
enter into and perform the Loan Documents, that such Loan Documents have been duly authorized,
executed and delivered by the Company and that none of the execution, delivery or performance of
the Company’s obligations thereunder will conflict with or violate any laws, rules or regulations
(other than the laws, rules and regulations of the State of Texas and of the United States and the
Delaware General Corporation Law) applicable to it.



     5. To the extent that the obligations of the Company may be dependent upon such matters, this
firm has assumed for purposes of this opinion, without independent investigation, that each of the
Holders listed on Annex I hereto is duly organized, validly existing and in good standing under the
laws of the jurisdiction in which it is organized, that each of the Note Agreement and the
Amendment Agreement has been duly authorized, executed and delivered by and is enforceable against
each of the Holders in accordance with its terms, and that each of the Holders has the requisite
power and authority to perform its obligations under the Note Agreement and the Loan Documents to
which it is a party. This firm expresses no opinion as to the compliance by each of the Holders
with any state or federal laws or regulations applicable to the transactions contemplated by the
Loan Documents because of the nature of its business or facts relating specifically to them, or as
to the effect of any such noncompliance on the opinions set forth above, and this firm has assumed
that each of the Holders has obtained and maintains all consents and approvals, and has taken all
action, that might be required by reason of its involvement in this transaction based upon its
legal or regulatory status or other factors relating specifically to such Holders.



 









 





December [     ], 2008

Page 5




     6. The qualification of any opinion or statement herein by the use of the words “to this
firm’s knowledge” means that during the course of representation, as described in this opinion, no
information has come to the attention of the attorneys in this firm engaged to represent the
Company professionally with respect to the transactions contemplated by the Loan Documents which
would give such attorneys current actual knowledge of the existence of facts contrary to the facts
so qualified. Except as set forth herein, this firm has not undertaken any investigation to
determine the existence of such facts, and no inference as to our knowledge thereof shall be drawn
from the fact of our representation of any party or otherwise.



     7. With respect to the opinion expressed in Section B.3, we have relied upon Texas Business
and Commerce Code §35.51, which was adopted effective September 1, 1993, and which provides in
pertinent part, that:




if the parties to a qualified transaction agree in writing that the
law of a particular jurisdiction governs an issue relating to the
transaction, including the validity or enforceability of an
agreement relating to the transaction or a provision of the
agreement, and the transaction bears a reasonable relation to that
jurisdiction, the law, other than conflict of laws rules, of that
jurisdiction governs the issue regardless of whether the application
of that law is contrary to a fundamental or public policy of this
state or of any other jurisdiction.



     The statute defines a reasonable relation to exist if, among other things, (a) “a party to the
transaction has its place of business or, if that party has more than one place of business, its
chief executive office or an office from which it conducts a substantial part of the negotiations
relating to the transaction, in that jurisdiction,” (b) “a party to the transaction is required to
perform a substantial part of its obligations relating to the transaction, such as delivering
payments, in that jurisdiction,” (c) “a substantial part of the negotiations relating to the
transaction,” and “the signing of an agreement relating to the transaction by a party to the
transaction, occurred in that jurisdiction,” or (d) “all or a part of the subject matter of the
transaction is located in that jurisdiction.”



     Based upon our understanding of the facts of the transaction that is the subject of the Loan
Documents (the veracity of which facts we assume for purposes of this opinion), particularly (i)
the payment by the Holders of $40,000,000 of the purchase price for the aggregate of the Notes
pursuant to
the Note Agreement originated from the State of New York; and (ii) payments of $40,000,000 in
principal amount of the Notes (representing 100% of the original aggregate principal amount of the
Notes) are required to be made in the State of New York, at least one of the required enumerated
circumstances constituting a statutorily defined “reasonable relation” exists between this
transaction and the State of New York. We are aware of no reported decision of a Texas court
construing the validity of or interpreting this statute and inform you that prior to the date of
its adoption the contractual choice-of-law rules in Texas in this type of transaction were
unsettled. See Woods-Tucker Leasing Corp. of Georgia v. Hutcheson-Ingram Development
Company, 642 F.2d 744 (5th Cir. 1981), and the Texas state cases cited therein; DeSantis v.
Wackenhut Corp., 793 S.W.2d 670 (Tex. 1990). See also, Chase Manhattan Bank v. Greenbrier
North Section II, 835 S.W.2d 720 (Tex. App.-Houston [1st] 1992). For purposes of the opinion
expressed in B.4, we have assumed that all of the terms and provisions of the Loan Documents are
valid, binding and enforceable under the laws of the chosen jurisdiction, the State of New York.
This firm has made no investigation to determine, and expresses no opinion as to, whether the
courts of the State of New York or any other state (other than the State of Texas) would accept the
reference to the laws of the State of New York, or would, under its choice of law doctrines, apply
the law of another jurisdiction.



 









 





December [     ], 2008

Page 6




     8. In rendering the opinions expressed in Paragraphs B.1 and 4, these opinions, insofar as
they involve the issue of usury, are expressly limited (i) to an analysis of whether the Loan
Documents, as written, will be subject to a defense, claim or setoff as a result of the Holders
contracting for a usurious rate of interest and (ii) to the issues relating to the contracting for,
as opposed to the charging or receiving of, usurious amounts of interest. To the extent that the
enforceability of Loan Documents may be adversely affected by the usury laws of the State of Texas,
and to the extent that the transactions contemplated by the Loan Documents may otherwise involve an
analysis of compliance with such laws, in rendering the opinions in Paragraphs B.1 and 4, this firm
assumes (i) that each of the Holders duly observes the provisions of the Note Agreement limiting
the interest contracted for or to be charged or collected by such Holder on or in connection with
the loan evidenced by the Notes to amounts that do not exceed the maximum rate or amount of
interest that may lawfully be contracted for, charged or collected thereon or in connection
therewith under applicable law, (ii) that there exist no agreements or documents that provide for
the payment to Holder of amounts deemed to be interest under applicable law except as specifically
provided in the Loan Documents, (iii) that the Company had unrestricted use of the purchase price
of the Notes, and (iv) that any acceleration of the maturity of the Notes will not include the
right to accelerate any amounts deemed interest under applicable law that has not otherwise accrued
on the date of such acceleration. In the bankruptcy case of In re Abramoff, 92 Bankruptcy
Reporter 698 (W.D. Texas 1988), the Bankruptcy Court, at subsection C of its opinion (pages
704-705), distinguished between a prepayment fee in the case of a voluntary prepayment and one in
the case of an involuntary prepayment (e.g. acceleration due to default); and, in this firm’s
opinion, the court characterized the prepayment fee as interest. Therefore, this firm advises you
that, although according to the Abramoff decision, the Make-Whole Premium might possibly be
characterized as interest in the context of an involuntary prepayment, if the Holders, if any,
comply with the usury “savings clause” in the Note Agreement, such characterization would not cause
the Notes to be usurious, if Texas law were deemed to be applicable to the Notes.



     Further, in rendering the opinions in Paragraphs B.1 and 4, this firm has relied upon the
reported decisions of several lower Texas courts to the effect that a contract requiring the
payment of interest on matured, unpaid installments of interest is not usurious. The status of
judicial interpretations of Texas usury laws is not yet settled in this regard; therefore, no
absolute opinion can be rendered. In the event
that any one or more of the Holders actually demand, charge or collect any amounts in excess of
those permitted by any applicable usury laws of the State of Texas, this firm expresses no opinion
as to the effectiveness or enforceability of any provision of the Loan Documents that purports to
permit the cure of such violation by the rescission of such demand or charge, the refund of excess
amounts collected, or otherwise.



     9. The opinions expressed herein are specifically limited to the laws of the State of Texas
and federal law of the United States of America. We note that the Loan Documents have selected
laws of the State of New York to govern this transaction. We express no opinion regarding the laws
of the State of New York. In expressing this firm’s opinion in Paragraph B.1 as to the validity,
binding effect and enforceability of the Loan Documents governed by the laws of the State of New
York, this firm has assumed that the Loan Documents are governed by the internal laws of the State
of Texas.



     10. In this firm’s examinations described in Paragraph A, we have assumed the legal capacity
of all natural persons executing the Loan Documents, the authenticity of original and certified
documents and the genuineness of all signatures thereon, and the conformity to original or
certified documents of all documents submitted to us as conformed or reproduction copies. As to
various questions of fact relevant to the opinions expressed herein, this firm has relied upon, and
assumed the accuracy of, representations and warranties contained in the Loan Documents and
certificates and written statements and other written



 









 





December [     ], 2008

Page 7



information of or from public officials and representatives of the Company. In addition, this
firm’s opinions are limited to a review of only those laws and regulations that are specifically
referred to herein and such other laws and regulations that, in our experience, are normally
applicable to transactions of the type contemplated by the Loan Documents.




     11. Although this firm has acted as counsel to the Company in connection with certain other
matters, this firm’s engagement is limited to certain matters about which this firm has been
consulted, and, consequently, there may exist matters involving the Company about which this firm
has not been consulted and for which the firm has not been engaged to represent it.



     12. Certain of the opinions set forth in Paragraph B are based upon factual matters not
independently verified by this firm and, to that extent, this firm has relied solely upon certain
of the representations and warranties contained in the Loan Documents and upon certain of the
statements contained in certificates of public officials and officers of the Company referred to in
Paragraph A.



     13. This opinion is rendered based on this firm’s interpretation of existing Texas and federal
law, and is not intended to speak with reference to standards hereinafter adopted or evolved in
subsequent judicial decisions by Texas or Delaware courts or by federal courts. Additionally, we
assume no obligation to update or supplement such opinions to reflect any facts or circumstances
that may hereafter come to our attention or any changes in law that may hereafter occur.



     14. For purposes of rendering the opinion set forth in Paragraph B 1., we have assumed that
the Amendment Agreement has been executed by the Holders of all outstanding Notes and that the
provisions of Section 11.03(a) of the Note Agreement have been satisfied in connection with the
Amendment.



     The opinions set forth herein are expressed solely for the benefit of the Holders and all
future Holders (if any), and no other party shall be entitled to rely hereon without the express
written consent of this firm; provided, however, we have no objection to the reliance thereon by
Bingham McCutchen LLP, your special counsel, in connection with any opinion to be rendered by such
firm to you on this date pursuant to the terms of the Amendment. The opinions expressed in this
letter are limited to the matters set forth in this letter, and no other opinions should be
inferred beyond the matters expressly stated. This opinion letter speaks as of its date and we do
not undertake to advise you of any changes in the opinions express herein from matters that might
hereafter arise or be brought to our attention.



	 	 	 	 	 
	 	Respectively submitted,



HUNTON & WILLIAMS LLP

 	 



10961/10986/10976




 









 








Annex 1




Midland National Life Insurance Company

c/o Midland Advisors Company

200 East 10th Street, Suite 301

Sioux Falls, SD 57104




North American Company for Life and Health Insurance

c/o Midland Advisors Company

200 East 10th Street, Suite 301

Sioux Falls, SD 57104




EquiTrust Life Insurance Company

c/o FBL Financial Group, Inc.

5400 University Avenue

West Des Moines, IA 50266




Farm Bureau Life Insurance Company

c/o FBL Financial Group, Inc.

5400 University Avenue

West Des Moines, IA 50266





 











 





Exhibit D




December 11, 2008




To each of the Persons listed on




     Annex 1 hereto



Ladies and Gentlemen:



I am General Counsel of Cash America International, Inc. (the “Company”) and, in such
capacity, I have represented the Company in connection with Amendment No. 1 to Note Agreement of
even date herewith among the Company and each of you (the “Amendment”) amending the Note Agreement
dated as of December 28, 2005 (the “Note Agreement”) among the Company and each of the purchasers
listed on Annex A attached thereto (collectively, the “Purchasers”). I am also General Counsel for
the Company’s subsidiary, Cash America of Mexico, Inc., a Delaware corporation (the “New
Guarantor”) and, in such capacity, I have represented the New Guarantor in connection with an
Agreement and Adoption of Joint and Several Guaranty and Subrogation and Contribution Agreement
(the “Joinder”) executed by New Guarantor on even date herewith. Furthermore, I am General
Counsel for the other Company subsidiaries (collectively, the “Guarantors”) that are parties to
that certain Joint and Several Guaranty (the “Guaranty”), dated as of December 28, 2005, and the
Subrogation and Contribution Agreement, dated as of December 28, 2005 (the “Subrogation and
Contribution Agreement”), each executed by the Company and the Guarantors on even date therewith
and from time to time thereafter. This opinion is being delivered to the Holders pursuant to
Section 6.3 of the Amendment.



As used herein, (a) “Corporate Guarantor” means each Guarantor which is a corporation, including
the New Guarantor, (b) “Partnership Guarantor” means each Guarantor which is a partnership, (c)
“LLC Guarantor” means each Guarantor which is a limited liability company, and (d) “Loan Parties”
are collectively, the Company, the Guarantors and the New Guarantor. Unless otherwise defined
herein, all capitalized terms used herein that are defined in the Amendment shall have the
respective meanings assigned to them in the Amendment.



As the basis for the conclusions expressed in this letter, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of the following:





	 	a)	 	executed counterparts of the Note Agreement, the Amendment, the Joinder, the Guaranty,
the Subrogation and Contribution Agreement and the fee letter referred to in Section 6.4 of
the Amendment (the “Fee Letter”);
	 
	 	b)	 	the Company’s promissory notes, dated the date hereof, in the aggregate principal
amount of $40,000,000 and in the form of Exhibit A attached to the Amendment (the “Notes”
and, together with the Note Agreement, the Amendment, the Joinder, the Fee Letter, the
Guaranty and the Subrogation and Contribution Agreement, collectively, the “Loan
Documents”);
	 
	 	c)	 	copies of certain resolutions of the respective boards of directors of the Corporate
Guarantors;
	 
	 	d)	 	copies of certain resolutions of the board of directors of the general partner of the
Partnership Guarantors;
	 
	 	e)	 	copies of certain resolutions of the managers or members of the LLC Guarantors;




 









 











December 11, 2008

Page 2





	 	f)	 	copies of the respective charters and bylaws of the Corporate Guarantors;
	 
	 	g)	 	copies of the respective partnership agreements of the Partnership Guarantors;
	 
	 	h)	 	copies of the respective operating agreements of the LLC Guarantors; and
	 
	 	i)	 	the originals or copies of such other certificates, instruments and documents
(including Applicable Contracts and records of the Loan Parties, certificates of public
officials and certificates of officers of the Loan Parties) as I have deemed necessary as a
basis for the opinions hereinafter expressed.




For purposes of this opinion, I have, with your approval and without independent investigation,
assumed (i) the due authorization, execution and delivery of the Loan Documents by the Holders,
(ii) the genuineness of the signatures appearing on all documents examined by me, (iii) the
authenticity of all documents submitted to me as originals and (iv) the conformity to authentic
original documents of all documents submitted to me as certified, conformed, or copies in
photostatic or pdf format.



Certain of the opinions set forth below are based upon factual matters not independently
established or verified by me and, to that extent, I have relied solely upon certain of the
representations and warranties contained in the Loan Documents and upon certain of the statements
contained in the certificates of public officials and of officers, managers or members of the
Company and the Guarantors referred to above.



Based upon the foregoing and subject to the qualifications, limitations and assumptions set out at
the end of this letter, I am of the opinion that:





	 	1.	 	Each of the Loan Documents has been duly authorized, executed and delivered by each
respective Loan Party party thereto and constitute the legal, valid and binding obligations
of such Loan Party, enforceable against such Loan Party in accordance with their respective
terms.
	 
	 	2.	 	The execution and delivery of any Loan Document by any Loan Party and the compliance by
such Loan Party with the terms and provisions of the Loan Documents to which it is a party
do not and will not (i) violate any provision of the charter or bylaws or the partnership
agreement or the operating agreement, as the case may be, of such Loan Party, (ii)
contravene any Legal Requirement to which such Loan Party is subject or (iii) result in any
breach of, or result in the creation of any Lien in respect of any Property of such Loan
Party pursuant to, any Applicable Contract.
	 
	 	3.	 	No consent, approval, authorization or order of any Governmental Authority or, to my
knowledge, any other Person is required in connection with the execution, delivery and
performance by any Loan Party of the Loan Documents to which it is a party or the
satisfaction of the conditions set forth in the Amendment.
	 
	 	4.	 	There are no actions, suits or proceedings pending, or to my knowledge after due
inquiry, threatened against the Company or any Guarantor in any court or before any
arbitrator of any kind or before or by any Governmental Authority which, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect.




 









 











December 11, 2008

Page 3



The opinions expressed above are subject to the following qualifications, limitations and
assumptions:





	 	a)	 	The enforceability opinion expressed in paragraph 1 above is subject to the effects of
(i) bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance,
fraudulent transfer or other similar laws affecting the enforcement of creditors’ rights
generally, (ii) the application of the principles of equity (regardless of whether
enforcement is considered in proceedings at law or in equity) and (iii) applicable laws and
court decisions that may limit the enforceability of certain remedial and other provisions
of the Loan Documents, but such laws and decisions should not, in my opinion, materially
diminish the ultimate practical realization of the principal legal benefits intended to be
provided thereby, except for the economic consequences of any delay which may result
therefrom.
	 
	 	b)	 	I am not licensed to practice law in any jurisdiction other than the State of Texas and
do not purport to be an expert with respect to any laws other than (i) the laws of the
State of Texas, (ii) the General Corporation Law of the State of Delaware, (iii) the
Delaware Revised Limited Partnership Act, (iv) the Delaware Limited Liability Company Act,
and (v) the laws of the United States of America applicable to the businesses of the
respective Loan Parties (collectively, the “Primary Laws”). To the extent that the
opinions contained herein cover laws other than the Primary Laws (the “Secondary Laws”),
you are advised that my familiarity with the Secondary Laws is limited because I am not
licensed to practice, and do not practice, law in jurisdictions in respect of which the
Secondary Laws are applicable and I do not purport to be an expert with respect to the
Secondary Laws. Accordingly, my opinions with respect to the Secondary Laws are
necessarily more limited than a typical legal opinion as to such matters and my opinions
with respect thereto should be viewed as conclusions derived by me based solely on my
limited familiarity with the Secondary Laws by reason of my capacity as General Counsel of
the Company, which owns the Guarantors, and general principles of corporate, partnership or
limited liability company law. I am not a member of the State Bar of Delaware, and my
knowledge of its corporation, partnership and limited liability company law is derived
solely from a reading of the General Corporation Law of Delaware, the Delaware Revised
Limited Partnership Act and the Delaware Limited Liability Company Act.
	 
	 	c)	 	I note that certain of the Loan Documents provide that they are to be governed by and
construed in accordance with the internal laws of the State of New York. I express no
opinion regarding the laws of the State of New York. In expressing my opinion in
paragraphs 1 and 2(ii) as to the validity, binding effect and enforceability of the Loan
Documents, I have assumed that the Loan Documents provide that they are to be governed by
and construed in accordance with the internal laws of the State of Texas rather than the
internal laws of the State of New York.
	 
	 	d)	 	The provisions of the Loan Documents which permit the Holders to take action or make
determinations, or to benefit from indemnities and similar undertakings of the Loan
Parties, may be subject to a requirement that such action be taken or such determination be
made, and that any action or inaction by such Holders that may give rise to a request for
payment under such undertaking be taken or not taken, on a reasonable basis and in good
faith.
	 
	 	e)	 	To the extent that the obligations of Loan Parties under the Loan Documents may be
dependent upon such matters, I have assumed for purposes of this opinion, without
independent investigation, that each of the Holders is duly organized, validly existing and
in good standing under the laws of the jurisdiction in which it is organized, that each of
the Loan Documents to




 









 











December 11, 2008

Page 4





	 	 	 	which it is a party has been duly authorized, executed and delivered by the Holders and is
enforceable against the Holders in accordance with its terms, and that each of the Holders
has the requisite power and authority to perform its obligations under the Loan Documents
to which it is a party. I express no opinion as to the compliance by the Holders with any
state or federal laws or regulations applicable to the transactions contemplated by the
Loan Documents because of the nature of its business or facts relating specifically to the
Holders or as to the effect of any such noncompliance on the opinions set forth above, and
I have assumed that each of the Holders has obtained and maintains all consents and
approvals, and has taken all action that might be required by reason of its involvement in
this transaction based upon its legal or regulatory status or other factors relating
specifically to it.
	 
	 	f)	 	This opinion is rendered based upon existing Primary and Secondary Laws, and it is not
intended to speak with reference to standards hereinafter adopted or evolved in subsequent
judicial decisions. Additionally, I assume no obligation to update or supplement this
opinion to reflect any facts or circumstances that may hereafter come to my attention or
any changes in law that may hereafter occur.
	 
	 	g)	 	Insofar as the enforceability opinion in paragraph 1 may be affected by such matters, I
express no opinion as to the validity, binding effect or enforceability of any provision
(other than Section 5.02 of the Note Agreement) of the Note Agreement obligating the
Company to pay the Make-Whole Premium.
	 
	 	h)	 	I express no opinion as to the validity, binding effect or enforceability of any
provision of the Loan Documents relating to indemnification, contribution, or exculpation
in connection with violations of any securities laws or statutory duties or public policy,
to the extent that such provisions are determined to be contrary to public policy, as
interpreted by the courts of the State of Texas and the courts of the United States.
	 
	 	i)	 	To the extent that the enforceability of the Loan Documents may be adversely affected
by the usury laws of the State of Texas, in rendering the opinions expressed in paragraphs
1 and 2(ii) above (insofar as such clause relates to compliance with laws, statutes, rules
and regulations of the State of Texas) above, these opinions, insofar as they involve the
issue of usury, are expressly limited to an analysis of whether the Loan Documents, as
written, will be subject to a defense, claim or setoff as a result of the Holders
contracting for a usurious rate of interest. The opinions given herein as to usury are
expressly limited to the issues relating to the contracting for, as opposed to the charging
or receiving of, usurious amounts of interest. The opinions given in paragraphs 1 and 2(ii)
above are also qualified to the extent that the compensation designated as “commitment or
amendment fees” in the Loan Documents should instead be characterized as interest. Provided
further, to the extent that the enforceability of the Loan Documents may be adversely
affected by the usury laws of the State of Texas, and to the extent that the transactions
contemplated by the Loan Documents may otherwise involve an analysis of compliance with
such laws, in rendering my opinions in paragraphs 1 and 2(ii) above, I have assumed:






	 	1.	 	that under applicable usury laws of the State of Texas, any
fees expressly provided for in the Loan Documents and all charges for
reimbursement of the actual, just and reasonable out-of-pocket expenses that
the Holders incur in documenting the extension of loans and credit contemplated
by the Loan Documents and all fees





 









 










December 11, 2008

Page 5





	 	 	 	payable to parties not affiliated with the Holders for services such parties have
actually rendered in connection with the extensions of loans and credit
contemplated by the Loan Documents would not constitute interest on or in
connection with the extension of such loans or credit; or, if held to
constitute interest, that such fees and charges would be considered, together
with other amounts contracted for, or to be charged or collected by the Holders
for the use, forbearance or detention of the extensions of loans and credit
contemplated by the Loan Documents, to be effectively limited by the provisions
of the Loan Documents limiting the interest contracted for or to be charged or
collected by the Holders on or in connection with the loans contemplated by the
Loan Documents to amounts that do not exceed the maximum rate or amount of
interest that may lawfully be contracted for, charged or collected thereon or
in connection therewith under applicable law,
	 
	 	2.	 	that the Holders duly observe the provisions of the Loan
Documents limiting the interest contracted for or to be charged or collected by
the Holders on or in connection with the extension of loans and credit
contemplated by the Loan Documents, to amounts which do not exceed the maximum
rate or amount of interest which may lawfully be contracted for, charged or
collected thereon or in connection therewith under applicable law,
	 
	 	3.	 	that there exist no agreements or documents that provide for
the payment to the Holders of amounts deemed to be interest under applicable
law except as specifically provided in the Loan Documents, and
	 
	 	4.	 	that any acceleration of the maturity of any extension of loans
or credit contemplated by the Loan Documents will not include the right to
accelerate any amounts deemed interest under applicable law that have not
otherwise accrued on the date of such acceleration.






	 	j)	 	To the extent that the enforceability of the Loan Documents may be adversely affected
by the usury laws of the State of Texas, in rendering my opinions in paragraphs 1 and 2(ii)
above, I have relied upon the reported decisions of several lower Texas courts to the
effect that a contract requiring the payment of interest on matured, unpaid installments of
interest is not usurious. The status of judicial interpretations of Texas usury laws is not
yet settled in this regard; therefore, no absolute opinion is rendered. In the event that
the Holders actually demand, charge or collect any amounts in excess of those permitted by
any applicable usury laws of the State of Texas, I express no opinion as to the
effectiveness or enforceability of any provision of the Loan Documents that purports to
permit the Holders to cure such violation by the rescission of such demand or charge, the
refund of excess amounts collected, or otherwise, and I express no opinion on the
provisions of the Loan Documents that purport to involve a waiver of claims based on usury
laws.




 









 











December 11, 2008

Page 6




     Without my prior written consent, this opinion may not be relied upon in any manner by any
Person except the Holders (including future Holders, if any).



Very truly yours,




J. Curtis Linscott, General Counsel





 









 








Annex I




Purchasers




Midland National Life Insurance Company

c/o Midland Advisors Company

200 East 10th Street, Suite 301

Sioux Falls, SD 57104




North American Company for Life and Health Insurance

c/o Midland Advisors Company

200 East 10th Street, Suite 301

Sioux Falls, SD 57104




EquiTrust Life Insurance Company

c/o FBL Financial Group, Inc.

5400 University Avenue

West Des Moines, IA 50266




Farm Bureau Life Insurance Company

c/o FBL Financial Group, Inc.

5400 University Avenue

West Des Moines, IA 50266





 









 








Exhibit E




December 11, 2008




To the Persons listed on the attached Annex 1





	Re: 	 	Cash America International, Inc. (the “Company”)

6.12% Senior Notes due December 28, 2015





Ladies and Gentlemen:




     We have acted as special counsel for each of the Persons named on Annex 1 hereto in connection
with Amendment No. 1 to Note Agreement of even date herewith (the “Amendment”) amending that
certain Note Agreement, dated as of December 28, 2005, by and among the Company, a Texas
corporation, and the Purchasers listed on Schedule I attached thereto, which provides, among other
things, for the issuance and sale by the Company of the Company’s 6.12% Senior Notes (the “Notes”)
due December 28, 2015, in the aggregate original principal amount of $40,000,000.



     The capitalized terms used herein and not defined herein have the meanings assigned to them by
or pursuant to the terms of the Amendment. This opinion is delivered to each of the Current
Holders pursuant to Section 6.3 of the Amendment. Our representation of each of you has been as
special counsel for the purposes stated above.



     As to all matters of fact (including factual conclusions and characterizations and
descriptions of purpose, intention or state of mind), we have relied, with your permission,
entirely upon the representations and warranties of the Company set forth in the Amendment.



     In connection with this opinion, we have examined originals or copies of the following
documents:




     (i) the Amendment




     (ii) the Existing Note Agreement;




     (iii) the opinion of Hunton & Williams LLP, counsel to the Company and the
Guarantors, dated the date hereof and delivered to you pursuant to Section 6.3 of the
Amendment; and



 









 





To each of the Persons listed on the attached Annex 1

December 11, 2008

Page 2





     (iv) the opinion of J. Curtis Linscott, General Counsel to the Company and the
Guarantors, dated the date hereof and delivered to you pursuant to Section 6.3 of the
Amendment.



     This opinion is based entirely on our review of the documents listed in the preceding
paragraph and we have made no other documentary review or investigation for purposes of this
opinion.



     Based on such investigation as we have deemed appropriate, the opinions referred to in
subparagraphs (iii) and (iv) above are satisfactory in form and scope to us, and, in our opinion,
you are justified in relying thereon.



     We have assumed the genuineness of all signatures, the conformity to the originals of all
documents reviewed by us as copies, the authenticity and completeness of all original documents
reviewed by us in original or copy form, the legal competence of each individual executing any
document and that each Person executing the Amendment validly exists, has the power, authority and
legal right under its certificate of incorporation, limited liability company agreement, by-laws,
and other governing organizational documents, and under applicable corporate, limited liability
company, or other enterprise legislation and other applicable laws, as the case may be, to enter
into and perform its obligations under the Amendment, and is qualified to do business and in good
standing under the laws of its jurisdiction of incorporation or organization and each jurisdiction
where such qualification is required generally or is necessary in order for such party to enforce
its rights under such documents, and that such documents have been duly authorized, executed and
delivered by, and, as to Persons other than the Company, are binding upon and enforceable against,
such Persons. We further assume that the Existing Note Agreement has not been amended or modified
except as expressly stated in the Amendment.



     For purposes of this opinion, we have made such examination of law as we have deemed
necessary. Except to the extent addressed below in paragraph 4, this opinion is limited solely to
the internal substantive laws of the State of New York as applied by courts located in the State of
New York without regard to choice of law and the federal laws of the United States of America
(except for federal and state tax, utilities, national security, anti-money laundering or antitrust
laws, as to which we express no opinion), and we express no opinion as to the laws of any other
jurisdiction. We note that the Amendment contains a provision stating that it is to be governed by
the laws of the State of New York (the “Chosen-Law Provision”). Except to the extent addressed
below in paragraph 4,
no opinion is given herein as to any Chosen-Law Provision, or otherwise as to the choice of
law or internal substantive rules of law that any court or other tribunal



 









 





To each of the Persons listed on the attached Annex 1

December 11, 2008

Page 3



may apply to the transactions contemplated by the Amendment. We express no opinions as to any
securities or “blue sky” laws of any jurisdiction.




     Our opinion is further subject to the following exceptions, qualifications and assumptions,
all of which we understand to be acceptable to the Current Holders:




     (a) We have assumed without any independent investigation (i) that the execution,
delivery and performance by each of the parties thereto of the Amendment do not and will
not conflict with, or result in a breach of, the terms, conditions or provisions of, or
result in a violation of, or constitute a default or require any consent (other than such
consents as have been duly obtained) under, any organizational document (including,
without limitation, applicable corporate charter documents and bylaws), any order,
judgment, arbitration award or stipulation, or any agreement, to which any of such parties
is a party or is subject or by which any of the properties or assets of any of such
parties is bound and (ii) that the Amendment is a valid and binding obligation of each
party thereto to the extent that laws other than those of the State of New York are
relevant thereto (other than the laws of the United States of America, but only to the
limited extent the same may be applicable to the Company and relevant to our opinions
expressed below).




     (b) The enforcement of any obligations of any Person under the Amendment or otherwise
may be limited by or subject to bankruptcy, insolvency, reorganization, moratorium,
marshaling or other laws and rules of law affecting the enforcement generally of
creditors’ rights and remedies (including such as may deny giving effect to waivers of
debtors’ or guarantors’ rights), and we express no opinion as to the status under any
fraudulent conveyance laws or fraudulent transfer laws of any of the obligations of any
Person, whether under the Amendment or the Existing Note Agreement or otherwise.




     (c) We express no opinion as to the availability of any specific or equitable relief
of any kind.




     (d) The enforcement of any of your rights may in all cases be subject to an implied
duty of good faith and fair dealing and to general principles of equity (regardless of
whether such enforceability is considered in a proceeding at law or in equity).




     (e) We express no opinion as to the effect of suretyship defenses, or defenses in the
nature thereof.



 









 





To each of the Persons listed on the attached Annex 1

December 11, 2008

Page 4





     (f) We express no opinion as to the enforceability of any particular provision of any
of the Amendment relating to:




(i) waivers of rights to object to jurisdiction or venue, or consents to
jurisdiction or venue;




(ii) waivers of rights to (or methods of) service of process, or rights
to trial by jury, or other rights or benefits bestowed by operation of
law;




(iii) waivers of any applicable defenses, setoffs, recoupments, or
counterclaims;




(iv) exculpation or exoneration clauses, clauses relating to rights of
indemnity or contribution, and clauses relating to releases or waivers
of unmatured claims or rights;




(v) waivers or variations of legal provisions or rights which are not
capable of waiver or variation under applicable law;




(vi) the imposition or collection of interest on overdue interest or
providing for a penalty rate of interest or late charges on overdue or
defaulted obligations, or the payment of any premium, liquidated
damages, or other amount which may be held by any court to be a
“penalty” or a “forfeiture”; or




(vii) provisions in the Amendment rendered ineffective or unenforceable
by Part 4 of Article 9 of the Uniform Commercial Code of the State of
New York.




     (g) Our opinion in paragraph 3 below is based solely on a review of generally
applicable laws of the State of New York and the United States of America and not on any
search with respect to, or review of, any orders, decrees, judgments or other
determination specifically applicable to the Company.




     (h) We express no opinion as to the effect of events occurring, circumstances
arising, or changes of law becoming effective or occurring
after the date hereof on the matters addressed in this opinion letter, and we assume
no responsibility to inform you of additional or changed facts, or changes in law, of
which we may become aware.



 









 





To each of the Persons listed on the attached Annex 1

December 11, 2008

Page 5




     Based upon the foregoing, and subject to the limitations and qualifications set forth below,
we are of the opinion that:



     1. The Amendment constitutes the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its respective terms.



     2. The execution and delivery by the Company of the Amendment will not constitute a violation
of any law, statute, rule or regulation of the State of New York.



     3. No consents, approvals or authorizations of Governmental Authorities of the State of New
York or the United States of America in respect of the Company are required to be obtained or
effected under the laws of the State of New York or the United States of America in connection with
the execution and delivery by the Company of the Amendment.



     4. The Chosen-Law Provision is enforceable in accordance with New York General Obligations Law
section 5-1401, as applied by a New York State court or a federal court sitting in New York and
applying New York choice of law principles.



     This opinion is delivered solely to you and for your benefit in connection with the Amendment
and may not be relied upon by you for any other purpose or relied upon by any other person or
entity (other than future holders of Notes acquired in accordance with the terms of the Note
Agreement) for any reason without our prior written consent.



Very truly yours,




BINGHAM McCUTCHEN LLP





 









 








Annex 1




Addressees




Midland National Life Insurance Company

c/o Midland Advisors Company

200 East 10th Street, Suite 301

Sioux Falls, SD 57104




North American Company for Life and Health Insurance

c/o Midland Advisors Company

200 East 10th Street, Suite 301

Sioux Falls, SD 57104




EquiTrust Life Insurance Company

c/o FBL Financial Group, Inc.

5400 University Avenue

West Des Moines, IA 50266




Farm Bureau Life Insurance Company

c/o FBL Financial Group, Inc.

5400 University Avenue

West Des Moines, IA 50266




Annex 1-1





 











 











AGREEMENT AND ADOPTION OF JOINT AND SEVERAL GUARANTY

AND SUBROGATION AND CONTRIBUTION AGREEMENT




     THIS AGREEMENT AND ADOPTION OF JOINT AND SEVERAL GUARANTY AND SUBROGATION AND CONTRIBUTION
AGREEMENT (this “Agreement”) is executed by Cash America of Mexico, Inc., a Delaware
corporation and a Wholly-Owned Subsidiary of the Company (defined below) (the “New
Guarantor”), as of the 11th day of December 2008 in favor of Midland National Life Insurance
Company, North American Company for Life and Health Insurance, Equitrust Life Insurance Company and
Farm Bureau Life Insurance Company (the “Current Holders”). Capitalized terms used in this
Agreement but not defined herein shall have the meanings assigned to them in the Note Agreement
(defined below).



     WHEREAS, Cash America International, Inc., a Texas corporation (the “Company”) entered
into that certain Note Agreement dated as of December 28, 2005 the “Existing Note
Agreement”) with the Purchasers listed on Schedule A attached thereto; and



     WHEREAS, the Company and the Current Holders are entering into that certain Amendment No. 1 to
Note Agreement, of even date herewith, which amends the Existing Note Agreement (the “Amendment
Agreement”; the Existing Note Agreement as amended by the Amendment Agreement, the “Note
Agreement”); and



     WHEREAS, each of the existing Subsidiaries of the Company has executed a certain Joint and
Several Guaranty, or an agreement and adoption of such Joint and Several Guaranty, in favor of the
Current Holders under such Existing Note Agreement (collectively, the “Guaranty”); and



     WHEREAS, each of the existing Subsidiaries of the Company has executed a certain Subrogation
and Contribution Agreement, or an agreement and adoption of such Subrogation and Contribution
Agreement, under such Existing Note Agreement (collectively, the “Subrogation and Contribution
Agreement”); and



     WHEREAS, pursuant to Section 9.17(a)(2) of the Note Agreement the New Guarantor is required to
execute and deliver to the Current Holders an instrument in writing in the form hereof pursuant to
which it agrees to become a Guarantor, and to be bound as a Guarantor by the terms of the Guaranty
and the Subrogation and Contribution Agreement; and



     WHEREAS, the New Guarantor desires to comply with said requirements of the Note Agreement.




     NOW THEREFORE, pursuant to Section 9.17(a)(2) of the Note Agreement, and for other good and
valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the New
Guarantor hereby adopts the Guaranty and the Subrogation and Contribution Agreement, and agrees to
become, and does hereby become (i) a Guarantor under the Guaranty and the Subrogation and
Contribution Agreement, and (ii) bound jointly and



 









 







severally as a Guarantor by the terms of the Guaranty and the Subrogation and Contribution
Agreement. This Agreement, the Guaranty and the Subrogation and Contribution Agreement embody the
entire agreement among the parties relating to the subject matter hereof and may not be
contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties.
This Agreement shall be construed, interpreted and enforced in accordance with, and governed by,
the internal laws of the State of New York.



     EXECUTED as of the date and year first above written.



	 	 	 	 	 
	 	CASH AMERICA OF MEXICO, INC.

 	 
	 	By  	/s/  Austin D. Nettle                                          .
 	 
	 	 	Name:  	Austin D. Nettle 	 
	 	 	Title:  	Vice President & Treasurer