exv10w2





EXHIBIT
10.2




THIRD AMENDMENT TO




FIRST AMENDED AND RESTATED CREDIT AGREEMENT




     THIS THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Third
Amendment”), dated as of November 21, 2008, is entered into among CASH AMERICA INTERNATIONAL,
INC., a Texas corporation (the “Borrower”), the lenders listed on the signature pages
hereof as Lenders (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Administrative Agent, L/C Issuer and Swing Line Lender.



BACKGROUND




     A. The Borrower, the Lenders, the Administrative Agent, the Swing Line Lender and the L/C
Issuer are parties to that certain First Amended and Restated Credit Agreement, dated as of
February 24, 2005, as modified by that certain Consent to Credit Agreement, dated as of June 28,
2006, that certain First Amendment to First Amended and Restated Credit Agreement, dated as of
March 16, 2007, that certain Commitment Increase Agreement, dated as of February 29, 2008 and that
certain Second Amendment to First Amended and Restated Credit Agreement, dated as of June 30, 2008,
(said Credit Agreement, as modified and amended, the “Credit Agreement”). The terms
defined in the Credit Agreement and not otherwise defined herein shall be used herein as defined in
the Credit Agreement.



     B. The Borrower has requested certain amendments to the Credit Agreement.



     C. The Lenders, the Administrative Agent, the Swing Line Lender and the L/C Issuer hereby
agree to amend the Credit Agreement, subject to the terms and conditions set forth herein.



     NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereafter set
forth, and for other good and valuable consideration, the receipt and adequacy of which are all
hereby acknowledged, the Borrower, the Lenders, the Swing Line Lender, the L/C Issuer and the
Administrative Agent covenant and agree as follows:



     1. AMENDMENTS.



     (a) Section 1.01 of the Credit Agreement is hereby amended by adding the defined terms
“Defaulting Lender”, “Impacted Lender” “Mexican Acquisition”, “New
Senior Notes” and “Term Loan Credit Facility” thereto in proper alphabetical order to
read as follows:




     “Defaulting Lender” means any Lender that (a) has failed to fund any
portion of the Loans, participations in L/C Obligations or participations in Swing
Line Loans required to be funded by it hereunder within one Business Day of the date
required to be funded by it hereunder unless such failure has been cured, (b) has
otherwise failed to pay over to the Administrative Agent or any other Lender any
other amount required to be paid by it hereunder within one Business Day of the date
when due, unless the subject of a good faith dispute or unless such failure



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has been cured, or (c) has been deemed insolvent or become the subject of a
bankruptcy or insolvency proceeding.




     “Impacted Lender” means a Defaulting Lender or a Lender as to which (a)
the L/C Issuer has a good faith belief that the Lender has defaulted in fulfilling
its obligations under one or more other syndicated credit facilities or (b) an
entity that Controls the Lender has been deemed insolvent or become subject to a
bankruptcy or other similar proceeding.




     “Mexican Acquisition” means the acquisition and related transactions by
a Domestic Subsidiary of 80% of the equity interests of Creazione Estilo, S.A. de
C.V., SOFOM, E.N.R, a Mexican corporation, pursuant to documentation in form and
substance satisfactory to Administrative Agent and for consideration consisting of
(a) at closing of the Mexican Acquisition, an initial purchase price not to exceed
$95,000,000 (the “Initial Purchase Payment”) and (b) potential additional
consideration consisting of earnout payments which satisfy the requirements of
Section 7.03(l)(vi).




     “New Senior Notes” means the indebtedness of the Borrower (and Guaranty
of Domestic Subsidiaries in respect thereof), to be issued in connection with the
Mexican Acquisition; provided that such notes satisfy the requirements set
forth in the definition of “Additional Unsecured Senior Debt”.




     “Term Loan Credit Facility” means a term loan credit facility entered
into between the Borrower and certain of the Lenders, including Wells Fargo, whereby
such Lenders have agreed to extend term loans to the Borrower in an aggregate
principal amount not to exceed $75,000,000.



     (b) The definition of “Assumed Indebtedness” in Section 1.01 of the Credit
Agreement is hereby amended and restated as follows:




     “Assumed Indebtedness” means Indebtedness assumed in Acquisitions permitted
pursuant to Sections 7.03(f) and 7.03(l).



     (c) The definition of “Voting Percentage” in Section 1.01 of the Credit
Agreement is hereby amended and restated to read as follows:




     “Voting Percentage” means, as to any Lender, (a) at any time when the
Revolving Commitments are in effect, such Lender’s Pro Rata Share and (b) at any
time after the termination of the Revolving Commitments, the percentage (carried
out to the ninth decimal place) which (i) the sum of (A) the Outstanding Amount of
such Lender’s Revolving Loans, plus (B) such Lender’s Pro Rata Share of the
Outstanding Amount of L/C Obligations, plus (C) such Lender’s Pro Rata Share of the
Outstanding Amount of Swing Line Loans, then constitutes of (ii) the Outstanding
Amount of all Loans and L/C Obligations; provided, however, that if any
Lender is a Defaulting Lender, such Lender’s Voting Percentage shall be deemed to
be zero, and the respective Pro Rata Shares and



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Voting Percentages of the other Lenders shall be recomputed for purposes of
this definition and the definition of “Required Lenders” without regard to such
failing Lender’s Revolving Commitment or the outstanding amount of its Revolving
Loans, L/C Advances and funded participations in Swing Line Loans, as the case may
be.



     (d) Section 2.03(a)(ii) of the Credit Agreement is hereby amended and restated as
follows:




     (ii) No L/C Issuer shall be under any obligation to issue any Letter of Credit
if:




     (A) any order, judgment or decree of any Governmental Authority or
arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer
from issuing such Letter of Credit, or any Law applicable to such L/C
Issuer or any request or directive (whether or not having the force of law)
from any Governmental Authority with jurisdiction over such L/C Issuer
shall prohibit, or request that such L/C Issuer refrain from, the issuance
of letters of credit generally or such Letter of Credit in particular or
shall impose upon such L/C Issuer with respect to such Letter of Credit any
restriction, reserve or capital requirement (for which such L/C Issuer is
not otherwise compensated hereunder) not in effect on the Closing Date, or
shall impose upon such L/C Issuer any unreimbursed loss, cost or expense
which was not applicable on the Closing Date and which such L/C Issuer in
good faith deems material to it;




     (B) subject to Section 2.03(b)(iii) hereof, the expiry date of
such requested Letter of Credit would occur after the Letter of Credit
Expiration Date, unless all the Lenders have approved such expiry date;




     (C) such Letter of Credit is to be denominated in a currency other
than Dollars; or




     (D) a default of any Lender’s obligations to fund under Section
2.03(c) exists or any Lender is at such time an Impacted Lender
hereunder, unless the L/C Issuer has entered into arrangements satisfactory
to the L/C Issuer with the Borrower or such Lender to eliminate the L/C
Issuer’s risk with respect to such Lender.



     (e) Section 2.04(a) of the Credit Agreement is hereby amended and restated as follows:




     (a) The Swing Line. Subject to the terms and conditions set forth
herein, the Swing Line Lender agrees, but in its sole discretion and without any
obligation, to make loans (each such loan, a “Swing Line Loan”) to the
Borrower from time to time on any Business Day during the period from the Closing
Date to



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the Maturity Date in an aggregate amount not to exceed at any time outstanding
the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line
Loans, when aggregated with the Outstanding Amount of Revolving Loans of the Swing
Line Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of
such Lender’s Revolving Commitment; provided, however, that after
giving effect to any Swing Line Loan, (i) the aggregate Outstanding Amount of all
Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Aggregate
Revolving Commitments and, (ii) the aggregate Outstanding Amount of the Revolving
Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding
Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the
Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving
Commitment, and provided, that the Swing Line Lender shall not make any
Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing
limits, and subject to the other terms and conditions hereof, the Borrower may
borrow under this Section 2.04, prepay under Section 2.05 hereof,
and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base
Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the
Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to
the product of such Lender’s Pro Rata Share times the amount of such Swing Line
Loan.



     (f) Section 2.13 of the Credit Agreement is hereby amended and restated as follows:




     2.13 Sharing of Payments. If, other than as expressly provided elsewhere
herein, any Lender shall obtain on account of any Loans made by it, or the
participations in L/C Obligations or in Swing Line Loans held by it, any payment
(whether voluntary, involuntary, through the exercise of any right of set-off, or
otherwise) in excess of its ratable share (or other share contemplated hereunder)
thereof, such Lender shall immediately (a) notify the Administrative Agent of such
fact, and (b) purchase from the other Lenders such participations in the Loans made
by them and/or such subparticipations in the participations in L/C Obligations or
Swing Line Loans held by them, as the case may be, as shall be necessary to cause
such purchasing Lender to share the excess payment in respect of such Loan or such
participations, as the case may be, pro rata with each of them; provided,
however, that (i) if all or any portion of such excess payment is
thereafter recovered from the purchasing Lender, such purchase shall to that extent
be rescinded and each other Lender shall repay to the purchasing Lender the
purchase price paid therefore, together with an amount equal to such paying
Lender’s ratable share (according to the proportion of (x) the amount of such
paying Lender’s required repayment to (y) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered and (ii) the
provisions of this Section shall not be construed to apply to (x) any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement, (y) any payment obtained by a Lender as consideration for the



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assignment of or sale of a participation in any of its Loans or
subparticipations in L/C Obligations or Swing Line Loans to any assignee or
participant, other than to the Borrower or any Subsidiary thereof (as to which the
provisions of this Section shall apply) or (z) any payment obtained by the L/C
Issuer or Swing Line Lender in connection with cash collateral or other
arrangements made in respect of an Impacted Lender. The Borrower agrees that any
Lender so purchasing a participation from another Lender may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off, but subject to Section 10.09 hereof with respect to such
participation) as fully as if such Lender were the direct creditor of the Borrower
in the amount of such participation. The Administrative Agent will keep records
(which shall be conclusive and binding in the absence of manifest error) of
participations purchased under this Section and will in each case notify the
Lenders following any such purchases or repayments. Each Lender that purchases a
participation pursuant to this Section shall from and after such purchase have the
right to give all notices, requests, demands, directions and other communications
under this Agreement with respect to the portion of the Obligations purchased to
the same extent as though the purchasing Lender were the original owner of the
Obligations purchased.



     (g) Section 7.02(e) of the Credit Agreement is hereby amended and restated as follows:




     (e) intercompany loans and advances, provided that the aggregate
amount of outstanding Foreign Loans after the Closing Date, together with
Investments in Capital Stock of Foreign Subsidiaries made after the Closing Date
pursuant to Section 7.03(c) and Foreign Acquisitions made after the Closing
Date (including the amount of any earnout payments or additional consideration paid
in connection with the Mexican Acquisition but excluding the Initial Purchase
Payment) pursuant to Section 7.03(f), shall not exceed 12.5% of Net Worth
at any time;



     (h) Section 7.03(c) of the Credit Agreement is hereby amended and restated as follows:




     (c) ownership of Capital Stock of Foreign Subsidiaries, provided that
the aggregate amount of such Investments and Foreign Acquisitions made after the
Closing Date (including the amount of any earnout payments or additional
consideration paid in connection with the Mexican Acquisition but excluding the
Initial Purchase Payment), and the aggregate amount of outstanding Foreign Loans,
shall not exceed 12.5% of Net Worth in aggregate amount at any time,



     (i) Section 7.03(f) of the Credit Agreement is hereby amended and restated as follows:




     (f) Acquisitions (other than the Mexican Acquisition), provided (i) at
time of such Acquisition and after giving effect thereto, no Default or Event of
Default



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shall exist, (ii) the assets, property or business being acquired shall be in
one or more of the types of businesses described in clauses (a) through (c) of
Section 5.19 hereof, (iii) such Acquisition shall not be opposed by the
board of directors (or other governing body) of the Person being acquired,
(iv) promptly upon becoming available and in any event within five (5) days prior
to any proposed Acquisition for which the aggregate Acquisition Consideration for
such Acquisition is equal to or greater than $15,000,000, the Administrative Agent
shall have received a pro forma Compliance Certificate setting forth the covenant
calculations both immediately prior to and after giving effect to the proposed
Acquisition and certifying that no Default or Event of Default exists or would
occur as a result therefrom, (v) if immediately prior to or immediately after such
Acquisition and after giving effect thereto, the Leverage Ratio is greater than or
equal to 2.25 to 1.00, the Acquisition Consideration for any single Acquisition
(other than the Mexican Acquisition) shall not exceed 20% of Net Worth as of the
most recent fiscal quarter immediately preceding the Acquisition without the
Required Lenders approval, (vi) immediately after such Acquisition, the Aggregate
Revolving Commitments exceed the Outstanding Amount of Loans and L/C Obligations by
at least $15,000,000, and (vii) the aggregate amount of Foreign Acquisitions made
after the Closing Date (including the amount of any earnout payments or additional
consideration paid in connection with the Mexican Acquisition but excluding the
Initial Purchase Payment), together with the Investments in Capital Stock of
Foreign Subsidiaries made after the Closing Date and the aggregate amount of
outstanding Foreign Loans, shall not exceed 12.5% of Net Worth at any time;



     (j) Section 7.03 of the Credit Agreement is hereby amended to (i) delete “and” at the
end of clause (k) thereof, (ii) reletter clause (l) to clause (m) and (iii) insert a new clause (l)
thereto to read as follows:




     (l) the Mexican Acquisition, provided (i) at time of such Acquisition
and after giving effect thereto, no Default or Event of Default shall exist,
(ii) the assets, property or business being acquired shall be in one or more of the
types of businesses described in clauses (a) through (c) of Section 5.19
hereof, (iii) such Acquisition shall not be opposed by the board of directors (or
other governing body) of the Person being acquired, (iv) promptly upon becoming
available and in any event within five (5) days prior to the Mexican Acquisition,
the Administrative Agent shall have received a pro forma Compliance Certificate
setting forth the covenant calculations both immediately prior to and after giving
effect to the Mexican Acquisition and certifying that no Default or Event of Default
exists or would occur as a result therefrom, (v) immediately after the Mexican
Acquisition, the Aggregate Revolving Commitments exceed the Outstanding Amount of
Loans and L/C Obligations by at least $15,000,000, and (vi) the aggregate amount of
Foreign Acquisitions made after the Closing Date (including the amount of any
earnout payments or additional consideration paid in connection with the Mexican
Acquisition but excluding the Initial Purchase Payment), together with the
Investments in Capital Stock of Foreign Subsidiaries



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made after the Closing Date and the aggregate amount of outstanding Foreign
Loans, shall not exceed 12.5% of Net Worth at any time; and



     (k) Section 7.06 of the Credit Agreement is hereby amended and restated as follows:




     7.06 Restricted Payments. The Borrower shall not, and shall not permit any
Subsidiary to, directly or indirectly pay any Restricted Payment; provided,
however, (a) any Subsidiary may declare and pay Dividends to or for the benefit of
the Borrower or any Guarantor, and (b) the Borrower may (i) make regularly
scheduled interest payments on Subordinated Debt and Additional Unsecured Senior
Debt, (ii) declare Dividends (including the repurchase of Capital Stock of the
Borrower), (iii) make regularly scheduled principal payments on Subordinated Debt
in existence as of the Closing Date, in both cases of clauses (ii) and (iii) hereof
taken together in an aggregate amount not to exceed the sum of (A) $16,500,000 plus
(B) 50% of cumulative Net Income after the Closing Date, and (iv)(A) make regularly
scheduled principal payments on Subordinated Debt issued or incurred after the
First Amendment Effective Date and (B) make prepayments and regularly scheduled
principal payments on (w) Additional Unsecured Senior Debt (other than the Term
Loan Credit Facility and the New Senior Notes) in an aggregate amount not to exceed
$10,000,000, (x) the Term Loan Credit Facility in an aggregate amount not to exceed
$40,000,000 and (y) the New Senior Notes in an aggregate amount not to exceed
$30,000,000; provided, further, the Borrower shall make no Restricted Payments
unless there shall exist no Default or Event of Default prior to or after giving
effect to any proposed Restricted Payment.



     (l) Exhibit B to the Credit Agreement is hereby amended to be in the form of
Exhibit B to this Amendment.



     2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and
delivery hereof, the Borrower represents and warrants that, as of the date hereof:



     (a) the representations and warranties contained in the Credit Agreement and the other Loan
Documents are true and correct on and as of the date hereof as made on and as of such date;



     (b) no event has occurred and is continuing which constitutes a Default or an Event of
Default;



     (c) (i) the Borrower has full power and authority to execute and deliver this Third Amendment,
(ii) this Third Amendment has been duly executed and delivered by the Borrower, and (iii) this
Third Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and
binding obligations of the Borrower, enforceable in accordance with their respective terms, except
as enforceability may be limited by applicable Debtor Relief Laws and by general principles of
equity (regardless of whether enforcement is sought in a proceeding in



7









 







equity or at law) and except as rights to indemnity may be limited by federal or state
securities laws;



     (d) neither the execution, delivery and performance of this Third Amendment or the Credit
Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or
therein, will conflict with any Law or Organization Documents of the Borrower, or any indenture,
agreement or other instrument to which the Borrower or any of its properties are subject; and



     (e) no authorization, approval, consent, or other action by, notice to, or filing with, any
governmental authority or other Person not previously obtained is required for (i) the execution,
delivery or performance by the Borrower of this Third Amendment, or (ii) the acknowledgement by
each Guarantor of this Third Amendment.



     3. CONDITIONS TO EFFECTIVENESS. This Third Amendment shall be effective upon
satisfaction or completion of the following:



     (a) the Administrative Agent shall have received counterparts of this Third Amendment executed
by the Required Lenders;



     (b) the Administrative Agent shall have received counterparts of this Third Amendment executed
by the Borrower and acknowledged by each Guarantor;



     (c) the Administrative Agent shall have received a certified resolution of the Board of
Directors of the Borrower authorizing the execution, delivery and performance of this Third
Amendment;



     (d) the Administrative Agent shall have received an opinion of the Borrower’s General Counsel,
in form and substance satisfactory to the Administrative Agent, with respect to matters set forth
in Sections 2(c), (d), and (e) of this Third Amendment; and



     (e) the Administrative Agent shall have received, in form and substance satisfactory to the
Administrative Agent and its counsel, such other documents, certificates and instruments as the
Administrative Agent shall require.



     4. REFERENCE TO THE CREDIT AGREEMENT.



     (a) Upon the effectiveness of this Third Amendment, each reference in the Credit Agreement to
“this Agreement”, “hereunder”, or words of like import shall mean and be a reference to the Credit
Agreement, as affected and amended hereby.



     (b) The Credit Agreement, as amended by the amendments referred to above, shall remain in full
force and effect and is hereby ratified and confirmed.



     5. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand all costs and
expenses of the Administrative Agent in connection with the preparation, reproduction, execution
and delivery of this Third Amendment and the other instruments and documents to be



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delivered hereunder (including the reasonable fees and out-of-pocket expenses of counsel for
the Administrative Agent with respect thereto).



     6. GUARANTOR’S ACKNOWLEDGMENT. By signing below, each Guarantor (a) acknowledges,
consents and agrees to the execution, delivery and performance by the Borrower of this Third
Amendment, (b) acknowledges and agrees that its obligations in respect of its Guaranty are not
released, diminished, waived, modified, impaired or affected in any manner by this Third Amendment
or any of the provisions contemplated herein, (c) ratifies and confirms its obligations under its
Guaranty, and (d) acknowledges and agrees that it has no claims or offsets against, or defenses or
counterclaims to, its Guaranty.



     7. EXECUTION IN COUNTERPARTS. This Third Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which when taken together shall
constitute but one and the same instrument. For purposes of this Third Amendment, a counterpart
hereof (or signature page thereto) signed and transmitted by any Person party hereto to the
Administrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to be
treated as an original. The signature of such Person thereon, for purposes hereof, is to be
considered as an original signature, and the counterpart (or signature page thereto) so transmitted
is to be considered to have the same binding effect as an original signature on an original
document.



     8. GOVERNING LAW; BINDING EFFECT. This Third Amendment shall be governed by and
construed in accordance with the laws of the State of Texas applicable to agreements made and to be
performed entirely within such state, provided that each party shall retain all rights arising
under federal law, and shall be binding upon the parties hereto and their respective successors and
assigns.



     9. HEADINGS. Section headings in this Third Amendment are included herein for
convenience of reference only and shall not constitute a part of this Third Amendment for any other
purpose.



     10. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS THIRD AMENDMENT, AND
THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.







REMAINDER OF PAGE LEFT INTENTIONALLY BLANK






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     IN WITNESS WHEREOF, this Third Amendment is executed as of the date first set forth above.



	 	 	 	 	 
	 	CASH AMERICA INTERNATIONAL, INC., as Borrower

 	 
	 	By:  	/s/ Austin D. Nettle
 	.
	 	 	Austin D. Nettle 	 
	 	 	Vice President and Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as
Administrative Agent

 	 
	 	By:  	/s/ Jeffrey D. Bundy
 	.
	 	 	Jeffrey D. Bundy 	 
	 	 	Vice President 	 
	 
	 	WELLS FARGO BANK, NATIONAL 
ASSOCIATION,
as an L/C
Issuer, a Lender 
and
Swing Line Lender

 	 
	 	By:  	/s/ Jeffrey D. Bundy
 	.
	 	 	Jeffrey D. Bundy 	 
	 	 	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as Syndication 
Agent and a
Lender

 	 
	 	By:  	/s/ Lindsey M. Hester
 	 
	 	 	Lindsey M. Hester 	 
	 	 	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	U. S. BANK NATIONAL ASSOCIATION, as a

Co-Documentation Agent and a Lender

 	 
	 	By:  	/s/ Kevin S. McFadden
 	.
	 	 	Kevin S. McFadden 	 
	 	 	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION, as a 
Co-Documentation
Agent and a Lender

 	 
	 	By:  	/s/ David A. Wild
 	.
	 	 	David A. Wild 	 
	 	 	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, N.A., as a 
Co-Documentation
Agent and a Lender

 	 
	 	By:  	/s/ Sarah Daniel
 	.
	 	 	Sarah Daniel 	 
	 	 	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE HUNTINGTON NATIONAL BANK, as a Lender

 	 
	 	By:  	/s/ Joe Tonges
 	.
	 	 	Joe Tonges 	 
	 	 	Assistant Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	FIRST TENNESSEE BANK NATIONAL 
ASSOCIATION, as a
Lender

 	 
	 	By:  	/s/ Stephen R. Deaton
 	.
	 	 	Stephen R. Deaton 	 
	 	 	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	AMEGY BANK, N.A., as a Lender

 	 
	 	By:  	/s/ Melinda Jackson
 	.
	 	 	Melinda Jackson 	 
	 	 	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TEXAS CAPITAL BANK, N.A., as a Lender

 	 
	 	By:  	/s/ Barry Kromann
 	.
	 	 	Barry Kromann 	 
	 	 	Executive Vice President 	 



 









 






	 	 	 	 	 



ACKNOWLEDGED AND AGREED TO:





     CORPORATE 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 of Missouri, Inc.

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 Pawn, Inc. of Ohio

Cashland Financial Services, Inc.

Doc Holliday’s Pawnbrokers & Jewellers, Inc.

Express Cash International Corporation

Florida Cash America, Inc.

Gamecock Pawn & Gun, Inc.

Georgia Cash America, Inc.

Hornet Pawn & Gun, Inc.

Longhorn Pawn and Gun, Inc.

Ohio Neighborhood Finance, 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.

Cash America of Mexico, Inc.




	 	 	 	 
	 

	 	/s/ David J. Clay	 
	 

	 	 	 
	 

	 	     David J. Clay, Senior Vice President for all Corporate Guarantors	 
	 

	 	     (other than Cash America, Inc. of North Carolina) and Vice President of	 
	 

	 	     Cash America, Inc. of North Carolina	 






 









 






     PARTNERSHIP GUARANTORS


Cash America Management L.P.

Cash America Pawn L.P.



By: Cash America Holding, Inc., the General Partner for each Partnership Guarantor




	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Austin D. Nettle	 
	 

	 	 	 	 	 
	 

	 	 	 	     Austin D. Nettle	 
	 

	 	 	 	     Vice President and Treasurer	 






 









 






LLC GUARANTORS



Cash America Net Holdings, LLC



Primary Credit Solutions, LLC (f/k/a Primary Cash Holdings, LLC)




	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Austin D. Nettle	 
	 

	 	 	 	 	 
	 

	 	 	 	     Austin D. Nettle	 
	 

	 	 	 	     Vice President and 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

CashNetUSA 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

CashNet USA CO, LLC

CashNetUSA OR, LLC

The Check Giant NM, 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

Ohio Consumer Financial Solutions, LLC




	 	 	 	 	 	 
	 

	 	By:
	 	CASH AMERICA NET HOLDINGS, LLC	 
	 

	 	 	 	Sole Member of Each of the above-named Limited Liability Companies	 
	 
	 	 	 	 	 
	 

	 	By:
	 	/s/ Austin D. Nettle	 
	 

	 	 	 	 	 
	 

	 	 	 	Austin D. Nettle	 
	 

	 	 	 	Vice President and 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:
	 	PRIMARY CREDIT SOLUTIONS, LLC (f/k/a Primary Cash Holdings, LLC)	 
	 

	 	 	 	Sole Member of Each of the above-named Limited Liability Companies	 
	 
	 	 	 	 	 
	 

	 	By:
	 	/s/ Austin D. Nettle	 
	 

	 	 	 	 	 
	 

	 	Name:
	 	Austin D. Nettle	 
	 

	 	Title:
	 	Vice President — Treasurer	 







 












 





EXHIBIT B




FORM OF COMPLIANCE CERTIFICATE




Financial Statement Date:                     





	To: 	 	Wells Fargo Bank, National Association, as Administrative Agent, L/C Issuer and Swing Line
Lender





Ladies and Gentlemen:




     Reference is made to that certain First Amended and Restated Credit Agreement, dated as of
February 24, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the “Agreement;” the terms defined therein being used herein as therein
defined), among Cash America International, Inc. (the “Borrower”), the Lenders from time to
time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent, an L/C
Issuer and Swing Line Lender.



     The undersigned Responsible Officer hereby certifies (in his representative capacity but not
in his individual capacity) as of the date hereof that he/she is the
                          
                            of the Borrower, and that, as
such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on
the behalf of the Borrower, and that:



[Use following for fiscal year-end financial statements]




     1. Attached hereto as Schedule 1 are the year-end audited financial statements
required by Section 6.01(b) of the Agreement for the fiscal year of the Borrower ended as
of the above date, together with the report and opinion of an independent certified public
accountant required by such section.



[Use following for fiscal quarter-end financial statements]




     1. Attached hereto as Schedule 1 are the unaudited financial statements required by
Section 6.01(a) of the Agreement for the fiscal quarter of the Borrower ended as of the
above date. Such financial statements fairly present the financial condition, results of
operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such
date and for such period, subject only to normal year-end audit adjustments and the absence of
footnotes.



     2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made,
or has caused to be made under his/her supervision, a detailed review of the transactions and
condition (financial or otherwise) of the Borrower during the accounting period covered by the
attached financial statements.



     3. A review of the activities of the Borrower during such fiscal period has been made under
the supervision of the undersigned with a view to determining whether during such fiscal period the
Borrower performed and observed all its Obligations under the Loan Documents, and



 









 





[select one:]



[to the best knowledge of the undersigned during such fiscal period, the Borrower performed and
observed each covenant and condition of the Loan Documents applicable to it.]




—or—



[the following covenants or conditions have not been performed or observed and the following is a
list of each such Default or Event of Default and its nature and status:]




     4. The financial covenant analyses and information set forth on Schedule 2 attached
hereto are true and accurate on and as of the date of this Certificate.



     IN WITNESS WHEREOF,
the undersigned has executed this Certificate as of       
                    
,           .



	 	 	 	 	 
	 	CASH AMERICA INTERNATIONAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 









 





For the Quarter/Year ended             
                 (“Statement Date”)




SCHEDULE 2

to the Compliance Certificate

($ in 000’s)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	I.	 	Leverage Ratio — For Determination of Applicable Rate.	 	 	 	 
	 	 	A.	 	Adjusted Funded Debt as of date of determination for the Borrower and its
Subsidiaries on a consolidated basis:	 	 	 	 
	 	 	 	 	1.	 	Funded Debt:	 	 	 	 
	 	 	 	 	 

	 	(a)
	 	Without duplication, all obligations for
borrowed money and all obligations
evidenced by bonds, debentures, notes, loan
agreements or other similar instruments:
	 	$	 
	 
	 	 	 	 	 

	 	(b)
	 	Without duplication, obligations in respect
of earnout or similar payments deemed
earned and payable in cash or which may be
payable in cash at the seller’s or
obligee’s option and to the extent the same
appears on Borrower’s balance sheet:
	 	$	 
	 
	 	 	 	 	 

	 	(c)
	 	Without duplication, obligations in respect
of Capital Leases and Synthetic Lease
Obligations:
	 	$	 
	 
	 	 	 	 	 

	 	(d)
	 	Without duplication, any Receivables
Facility Attributed Indebtedness:
	 	$	 
	 
	 	 	 	 	 

	 	(e)
	 	Without duplication, obligations in respect
of any Redeemable Stock:
	 	$	 
	 
	 	 	 	 	 

	 	(f)
	 	Funded Debt (Lines I.A.1(a) + (b) + (c) +
(d) + (e)):
	 	$	 
	 
	 	 	 	 	2.	 	Adjusted Funded Debt:	 	 	 	 
	 	 	 	 	 

	 	(a)
	 	Funded Debt (from Line I.A.1(f) above):
	 	$	 
	 
	 	 	 	 	 

	 	(b)
	 	Cash on Hand:
	 	$	 
	 
	 	 	 	 	 

	 	(c)
	 	Adjusted Funded Debt (Line I.A.2(a) – (b)):
	 	$	 
	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	B.	 	Adjusted EBITDA for the period of the four consecutive fiscal quarters ending on such date (the
“Subject Period”):	 	 	 	 
	 	 	 	 	1.	 	EBITDA:	 	 	 	 
	 	 	 	 	 

	 	(a)
	 	Net Income for the Subject Period
(excluding therefrom, to the extent
included in determining Net Income, the
income or loss of any Person (other than a
Subsidiary) of which the Borrower or any
Subsidiary owns Capital Stock, except to
the extent of the amount of Dividends or
other distributions actually paid to the
Borrower or any Subsidiaries during such
period:
	 	$	 
	 
	 	 	 	 	 

	 	(b)
	 	Without duplication and to the extent
deducted in Net Income, Interest Expense
for the Subject Period:
	 	$	 
	 
	 	 	 	 	 

	 	(c)
	 	Without duplication and to the extent
deducted in Net Income, federal, state,
local and foreign income and franchise
taxes of the Borrower and its Subsidiaries
for the Subject Period:
	 	$	 
	 
	 	 	 	 	 

	 	(d)
	 	Without duplication and to the extent
deducted in Net Income, depreciation and
amortization expenses of the Borrower and
its Subsidiaries and other non-cash charges
of the Borrower and its Subsidiaries for
the Subject Period:
	 	$	 
	 
	 	 	 	 	 

	 	(e)
	 	Without duplication and to the extent
included in Net Income, extraordinary gains
and extraordinary non-cash credits of the
Borrower and its Subsidiaries for the
Subject Period:
	 	$	 
	 
	 	 	 	 	 

	 	(f)
	 	EBITDA (Lines I.B.1(a) + (b) + (c) + (d) –
(e)):
	 	$	 
	 
	 	 	 	 	2.	 	Adjusted EBITDA for the Subject Period:	 	 	 	 
	 	 	 	 	 

	 	(a)
	 	EBITDA (from Line I.B.1(f) above):
	 	$	 
	 
	 	 	 	 	 

	 	(b)
	 	Any non-cash gain or loss recognized on the
income statement from derivative and
currency value fluctuations during the
Subject Period:
	 	$	 
	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 

	 	(c)
	 	Upon the acquisition of any assets or
Persons permitted by Section 7.03 which
generate EBITDA (whether positive or
negative), the actual trailing 12 month
EBITDA of the acquired assets or Person, as
the case may be with adjustments as
provided in Article 11, Regulation S-X of
the Securities Act:
	 	$	 
	 
	 	 	 	 	 

	 	(d)
	 	Upon the disposition of any assets or
Persons permitted by Section 7.05 hereof
which generate EBITDA (whether positive or
negative), the actual trailing 12 month
EBITDA of the disposed assets or Person, as
the case may be with adjustments as
provided in Article 11, Regulation S-X of
the Securities Act:
	 	$	 
	 
	 	 	 	 	 

	 	(e)
	 	Adjusted EBITDA (Line I.B.2(a) – (b) +
(c) – (d)):
	 	$	 
	 
	 	 	C.	 	Leverage Ratio (Line I.A.2(c)  ̧ Line I.B.2(e)):	 	           to 1
	 
	II.	 	Section 7.02(r)
— Additional Secured Senior Debt.	 	 	 	 
	 	 	A.	 	15% of Net Worth:	 	$	 
	 
	 	 	B.	 	Additional Secured Senior Debt:	 	 	 	 
	 	 	 	 	1.	 	Purchase Money Indebtedness:	 	$	 
	 
	 	 	 	 	2.	 	Capitalized Leases:	 	$	 
	 
	 	 	 	 	3.	 	Assumed Indebtedness:	 	$	 
	 
	 	 	 	 	4.	 	Other Indebtedness secured by a Permitted Lien:	 	$	 
	 
	 	 	 	 	5.	 	Total Additional Secured Senior Debt (Lines I.B.1. + 2. + 3. + 4.):	 	$	 
	 
	 	 	C.	 	Difference (Line II.A.
– Line II.B.5.):	 	$	 
	 
	III.	 	Section 7.06 — Limitation on Restricted Payments.	 	 	 	 
	 	 	A.	 	Cumulative Net Income after the Closing Date:	 	$	 
	 
	 	 	B.	 	Actual amount of Dividends and scheduled principal payments on Subordinated Debt in existence as
of the Closing Date during term of Agreement:	 	$	 
	 
	 	 	C.	 	Maximum aggregate amount of Dividends and scheduled principal payments on Subordinated Debt in
existence as of the Closing Date during term of Agreement: ($16,500,000 + 50% of Line III.A.):	 	$	 
	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	D.	 	Actual amount of scheduled principal payments on Subordinated Debt and Additional Unsecured Senior
Debt (other than the Term Loan Credit Facility and the New Senior Notes) issued or incurred after
the First Amendment Effective Date:	 	$	 
	 
	 	 	E.	 	Maximum amount of payments set forth in Line III.D. above permitted:	 	$	10,000,000	 
	 	 	F.	 	Actual amount of scheduled principal payments on the Term Loan Facility:	 	$	 
	 
	 	 	G.	 	Maximum amount of payments set forth in Line III.F above permitted:	 	$	40,000,000	 
	 	 	H.	 	Actual amount of scheduled principal payments on the New Senior Notes:	 	$	 
	 
	 	 	I.	 	Maximum amount of payments set forth in Line III.H above permitted:	 	$	30,000,000	 
	IV.	 	Section 7.18(a) — Maximum Leverage Ratio.	 	 	 	 
	 	 	A.	 	Leverage Ratio (Line I.C.):	 	 	           to 1.00
	 
	 	 	B.	 	Maximum Allowed at the end of any fiscal quarter:	 	3.00 to 1.00
	 
	V.	 	Section 7.18(b) — Minimum Fixed Charge Coverage Ratio.	 	 	 	 
	 	 	A.	 	Adjusted EBITDA for the Subject Period (Line I.B.2(e)):	 	$	 
	 
	 	 	B.	 	Rent and lease expense for the Subject Period:	 	$	 
	 
	 	 	C.	 	Interest Expense whether paid or accrued (including the interest component of Capital Leases), of
the Borrower and Subsidiaries as it appears on the consolidated income statement of the Borrower
and its consolidated Subsidiaries for the Subject Period:	 	$	 
	 
	 	 	D.	 	All scheduled payments on Funded Debt (specifically excluding any unscheduled mandatory or 

optional prepayments on Funded Debt) for the Subject Period:	 	$	 
	 
	 	 	E.	 	Rent and lease expense for the Subject Period:	 	$	 
	 
	 	 	F.	 	Fixed Charge Coverage Ratio ((Lines V.A. + B.)  ̧ (Lines V.C. + D. + E.)):	 	 	           to 1
	 
	 	 	G.	 	Minimum required at the end of any fiscal quarter:	 	1.75 to 1
	 
	VI.	 	Section 7.18(e) — Minimum Net Worth.	 	 	 	 
	 	 	A.	 	Net Income after September 30, 2006 (with no deduction for net losses during any period):	 	$	 
	 
	 	 	B.	 	Net Proceeds received by the Borrower and its Subsidiaries from the issuance and sale of Capital
Stock of the Borrower or any Subsidiary (other than issuance to the
Borrower or a	 	$	 
	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	wholly-owned
Subsidiary), including any conversion of debt securities of the Borrower into such Capital Stock
after September 30, 2006:	 	 	 	 
	 	 	C.	 	Net Worth (Line VI.A.1(c)):	 	$	 
	 
	 	 	D.	 	Minimum Net Worth ($355,763,250 + (50% x Line VI.A) + Line VI.B):	 	$