exv10w6





EXHIBIT
10.6



EXECUTION VERSION




CASH AMERICA INTERNATIONAL, INC.




AMENDMENT NO. 1 TO NOTE PURCHASE 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 $35,000,000 in aggregate principal amount of its 6.09% Series A
Senior Notes due December 19, 2016 (as they may be amended, restated or otherwise modified from
time to time, the “Series A Notes”) and $25,000,000 in aggregate principal amount of its 6.21%
Series B Senior Notes due December 19, 2021 (as they may be amended, restated or otherwise modified
from time to time, the “Series B Notes” and, together with the Series A Notes, collectively, the
“Notes”) pursuant to that certain Note Purchase Agreement, dated as of December 19, 2006 (as in
effect immediately prior to giving effect to the Amendments (as defined below) 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 Notes indicates that the parties named in Annex 1
(the “Current Holders”) to this Amendment No. 1 to Note Purchase Agreement (this “Amendment
Agreement”) are currently the holders of the entire outstanding principal amount of the Notes. The
amendments to the Existing Note Agreement 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 5, the Existing Note Agreement is amended as provided for by this Amendment
Agreement as follows:



     1. Section 10.9(c) of the Existing Note Agreement is hereby amended and restated to read in
full as follows:



 









 





     “(c) Nothing in this Section 10.9 shall operate to prevent (i) any transaction permitted by
Section 10.2(a) or (ii) any investment in a Non-Wholly-Owned Subsidiary so long as after giving
effect to such investment the aggregate book value of all investments in Non-Wholly-Owned
Subsidiaries does not exceed 30% of Consolidated Net Worth, in each case determined as of the date
of such investment.”



4. 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:



     4.1. 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 relating to any
event or circumstance that has occurred or arisen since the Closing 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.



     4.2. Power and Authority.



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



     4.3. 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.



     4.4. 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.



2









 





     4.5. 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 (as defined below).



5. EFFECTIVENESS OF AMENDMENTS.




     The Amendments shall become effective as of the first date written above (the “Effective
Date”) upon the satisfaction of all of the following conditions precedent:



     5.1. Execution and Delivery of this Amendment Agreement.



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



     5.2. Guarantors.



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



     5.3. Cash America of Mexico, Inc.



     The Company shall have formed Cash America of Mexico, Inc., a Delaware corporation and
Wholly-Owned Subsidiary (herein referred to as “Cash America of Mexico”). Cash America of Mexico
shall have caused to be executed and delivered to you:




     (a) an instrument in writing 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; such instrument shall be in the form of Exhibit B hereto; and




     (b) an Officer’s Certificate in the form of Exhibit C hereto and as
contemplated by Section 10.9(a)(ii)(D) of the Existing Note Agreement.



     5.4. Prenda Facil Acquisition.



     On the Effective Date, (a) Cash America of Mexico shall have acquired at least 80% of the
shares of capital stock of 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
(“Creazione”), having general voting power under ordinary circumstances to elect a majority of the
board of directors (or other governing body) of Creazione (so long as Cash America of Mexico owns
not less than 80% of such voting stock of Creazione and 80% of the outstanding shares of all other
classes of capital stock of Creazione, the “New Mexican Subsidiary”) and (b) the Company shall have
advanced funds to enable the New Mexican Subsidiary to repay all of its existing material
Indebtedness for Money Borrowed.



3









 





     5.5. Bank Consent.



     The Company shall have obtained any and all necessary consents, waivers and amendments with
respect to the Existing Bank Loan Agreement, as amended from time to time, to permit the formation
of Cash America of Mexico and the acquisition of the shares of capital stock of Creazione having
general voting power under ordinary circumstances to elect a majority of the board of directors (or
other governing body) of Creazione as contemplated by Sections 5.3 and 5.4 of this Amendment
Agreement.



     5.6. Amendment Fee.



     Each of the Current Holders shall have received a fee in an amount equal to 0.15% of the
outstanding principal amount of Notes owned by such Current Holder.



     5.7. 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 15.1 of
the Note Agreement.



6. MISCELLANEOUS.




     6.1. 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.



     6.2. 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 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.



4









 





     6.3. 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.]




5









 








     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 Purchase Agreement (Cash America — 2006)]


 









 






	 	 	 	 	 




     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 Notes or is the beneficial owner of one or more of the Notes and is authorized
to enter into this Amendment Agreement in respect thereof.



MINNESOTA LIFE INSURANCE COMPANY

FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN

GREAT WESTERN INSURANCE COMPANY

FORT DEARBORN LIFE INSURANCE COMPANY

CINCINNATI INSURANCE COMPANY

BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.

FIDELITY LIFE ASSOCIATION

AMERICAN REPUBLIC INSURANCE COMPANY

TRUSTMARK INSURANCE COMPANY

SECURITY NATIONAL LIFE INSURANCE COMPANY

By: Advantus Capital Management, Inc.




	 	 	 	 	 
	By:  	                                  /s/  Thomas B. Houghton
 	 	 
	 	Name:  	Thomas B. Houghton 	 	 
	 	Title:  	Vice President 	 	 



[Signature Page to Amendment No. 1 to Note Purchase Agreement (Cash America — 2006)]


 









 






	 	 	 	 	 



MIDLAND NATIONAL LIFE INSURANCE COMPANY

By: Guggenheim Partners Advisory Company, as 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, as its Agent




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


 [Signature Page to Amendment No. 1 to Note Purchase Agreement (Cash America — 2006)]


 









 






	 	 	 	 	 



CUNA MUTUAL LIFE INSURANCE COMPANY

CUNA MUTUAL INSURANCE SOCIETY

CUMIS INSURANCE SOCIETY

MEMBERS LIFE INSURANCE COMPANY

By: MEMBERS Capital Advisors, Inc., acting as Investment Advisor




	 	 	 	 	 
	By:  	                       /s/  James E. McDonald Jr.
 	 	 
	 	Name:  	James E. McDonald Jr. 	 	 
	 	Title:  	Director, Private Placements 	 	 



[Signature Page to Amendment No. 1 to Note Purchase Agreement (Cash America — 2006)]


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PHOENIX LIFE INSURANCE COMPANY

 	 
	 	By:  	/s/  John H. Beers
 	 
	 	 	Name:  John H. Beers	 	 
	 	 	Title:  Vice President	 	 



[Signature Page to Amendment No. 1 to Note Purchase Agreement (Cash America — 2006)]


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	OHIO NATIONAL LIFE ASSURANCE CORPORATION

 	 
	 	By:  	/s/  Jed R. Martin
 	 
	 	 	Name:  Jed R. Martin	 	 
	 	 	Title:  Vice President, Private Placements	 	 
	 
	 	THE OHIO NATIONAL LIFE INSURANCE COMPANY

 	 
	 	By:  	/s/  Jed R. Martin
 	 
	 	 	Name:  Jed R. Martin	 	 
	 	 	Title:  Vice President, Private Placements	 	 


[Signature Page to Amendment No. 1 to Note Purchase Agreement (Cash America — 2006)]


 









 






	 	 	 	 	 



PRIMERICA LIFE INSURANCE COMPANY

By: Conning Asset Management Company, as Investment Manager




	 	 	 	 	 
	 	 	 
	By:  	                 /s/  John H. DeMallie
 	 	 
	 	Name:  	John H. DeMallie 	 	 
	 	Title:  	Director 	 	 
	 



AMERICAN HEALTH AND LIFE INSURANCE COMPANY

By: Conning Asset Management Company, as Investment Manager




	 	 	 	 	 
	 	 	 
	By:  	                    /s/  John H. DeMallie
 	 	 
	 	Name:  	John H. DeMallie 	 	 
	 	Title:  	Director 	 	 
	 



NATIONAL BENEFIT LIFE INSURANCE COMPANY

By: Conning Asset Management Company, as Investment Manager




	 	 	 	 	 
	 	 	 
	By:  	                   /s/  John H. DeMallie
 	 	 
	 	Name:  	John H. DeMallie 	 	 
	 	Title:  	Director 	 	 



[Signature Page to Amendment No. 1 to Note Purchase Agreement (Cash America — 2006)]


 









 






	 	 	 	 	 



Annex 1




CURRENT HOLDERS




Fort Dearborn Life Insurance Company

Minnesota Life Insurance Company

Cincinnati Insurance Company

Farm Bureau Life Insurance Company of Michigan

Blue Cross and Blue Shield of Florida, Inc.

Great Western Insurance Company

Fidelity Life Association

American Republic Insurance Company

Trustmark Insurance Company

Security National Life Insurance Company

Midland National Life Insurance Company

North American Company for Life and Health Insurance

CUNA Mutual Life Insurance Company

CUNA Mutual Insurance Society

CUMIS Insurance Society

Members Life Insurance Company

Phoenix Life Insurance Company

Ohio National Life Assurance Corporation

The Ohio National Life Insurance Company

Primerica Life Insurance Company

American Health and Life Insurance Company

National Benefit Life Insurance Company




 









 





Exhibit A




CONSENT AND REAFFIRMATION





     Each of the undersigned (the “Guarantors”) hereby (i) acknowledges receipt of a copy of the
foregoing Amendment No. 1 to Note Purchase 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  	 /s/  Austin D. Nettle
 	 
	 	Name:  	Austin D. Nettle 	 
	 	Title:  	Vice President & Treasurer 	 



 









 






CASH AMERICA NET HOLDINGS, LLC

CASH AMERICA NET CANADA, INC.




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




 









 








Exhibit B




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 the Current Holders (defined in
the Amendment Agreement, which is defined below). 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 Purchase Agreement dated as of December 19, 2006 (as in effect prior to
giving effect to the Amendment Agreement (defined below), 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 Purchase 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, it is a condition precedent to the effectiveness of the Amendments contemplated by
the Amendment Agreement that the New Guarantor 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 Amendment
Agreement.



     NOW THEREFORE, pursuant to Section 5.3(a) of the Amendment Agreement and as an inducement to
the Current Holders to enter into the Amendment 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 	 
	 




 











 








Exhibit C




CASH AMERICA INTERNATIONAL, INC.

Officer’s Certificate




     The undersigned certifies that he is the duly elected, qualified and acting Executive Vice
President and Secretary of Cash America International, Inc., a Texas corporation (the
“Company”) and, as such, he is authorized to execute this Certificate on behalf of the
Company, acting in its capacity as the sole shareholder of Cash America of Mexico, Inc., a Delaware
corporation, and, with reference to the Note Purchase Agreement dated as of December 19, 2006 (as
in effect prior to giving effect to the Amendment (defined below), the “Note Agreement”)
among the Company and the Purchasers listed in Schedule A attached thereto, which is being amended
contemporaneously herewith by that certain Amendment No. 1 to Note Purchase Agreement dated as of
December ___, 2008 (the “Amendment”), and he further certifies as follows (all
capitalized terms used herein without definition having the respective meanings specified therefor
in the Note Agreement after giving effect to the Amendment):




	 	1.	 	The name of the new entity is Cash America of Mexico, Inc. (“Cash
Mexico”). Cash Mexico is a corporation incorporated in the state of Delaware.
	 
	 	2.	 	Cash Mexico was formed to acquire a majority of the capital stock of Creazione
(as defined in the Amendment). Following such acquisition, Cash Mexico’s sole business
will be to serve as a holding company for capital stock of the New Mexican Subsidiary
(as defined in the Amendment).
	 
	 	3.	 	After giving effect to the Amendment, the Company will be authorized to cause
Cash Mexico to become a Subsidiary in accordance with Section 10.9 of the Note
Agreement.
	 
	 	4.	 	Attached hereto as Exhibit “A” is a true, correct and complete copy of
the Certificate of Incorporation of Cash Mexico, as in effect on the date hereof.
	 
	 	5.	 	Attached hereto as Exhibit “B” is a true, correct and complete copy of
the bylaws of Cash Mexico, as in effect on the date hereof.




 









 











     This Certificate is being delivered pursuant to Section 5.3(b) of the Amendment and Section
10.9(a)(ii)(D) of the Note Agreement.



     WITNESS the signature of the undersigned effective as of the                      day of December, 2008.



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	J. Curtis Linscott 	 
	 	Executive Vice President & Secretary 	 
	 



	 	 	 
	STATE OF TEXAS

	 	}
	 

	 	}
	COUNTY OF TARRANT

	 	}






     Before me, a notary public, on this day personally appeared J. Curtis Linscott, known to me to
be the person whose name is subscribed to the foregoing document.



     SWORN TO AND SUBSCRIBED BEFORE ME this                      day of December, 2008.



	 	 	 	 	 
	 	
 	 
	 	Notary Public in and for the State of Texas 	 
	 




 











 





EXHIBIT “A”




Certificate of Incorporation

of Cash America of Mexico, Inc.




 









 





STATE OF DELAWARE

CERTIFICATE OF INCORPORATION

OF

CASH AMERICA OF MEXICO, INC.




     1. The name of the Corporation is Cash America of Mexico, Inc. (the “Corporation”).



     2. The address of the registered office of the Corporation in the State of Delaware is 615
South DuPont Highway, in the city of Dover, County of Kent. The name of the registered agent of
the Corporation at such address is Capitol Services, Inc.



     3. The nature of the business or purposes to be conducted or promoted by the Corporation is to
engage in any lawful business, act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware. The private property of the stockholders shall
not be subject to the payment of corporate debts to any extent whatsoever.



     4. The total number of shares of capital stock of the Corporation shall be one thousand
(1,000) shares of Common Stock, par value of one cent ($0.01) per share.



     5. No holder of shares of stock of the Corporation shall have any preemptive or other right,
except as such rights are expressly provided by contract, to purchase or subscribe for or receive
any shares of any class, or series thereof, of stock of the Corporation, whether now or hereafter
authorized, or any warrants, options, bonds, debentures or other securities convertible into,
exchangeable for or carrying any right to purchase any shares of any class, or series thereof, of
stock; but such additional shares of stock and such warrants, options, bonds, debentures or other
securities convertible into, exchangeable for or carrying any right to purchase any shares of any
class, or series thereof, of stock may be issued or disposed of by the Board of Directors to such
persons, and on such terms and for such lawful consideration, as in its discretion it shall deem
advisable or as to which the Corporation shall have by binding contract agreed.



     6. The number of directors of the Corporation shall be not less than one (1) nor more than
nine (9), the exact number to be fixed from time to time in the manner provided by the Bylaws of
the Corporation. The number of directors constituting the initial Board of Directors of the
Corporation is one (1), and the name and address of the person who is to serve as a director until
the first annual meeting of the stockholders or until his successor is elected and qualified is:



	 	 	 
	Name	 	Address
	 
	 	 
	Daniel R. Feehan

	 	1600 West 7th Street
	 

	 	Fort Worth, Texas 76102






 









 





Election of directors need not be by written ballot unless the Bylaws shall so provide. No holders
of Common Stock of the Corporation shall have any rights to cumulate votes in the election of
directors.




     7. Except as otherwise provided by statute, any action that may be taken at a meeting of
stockholders by a vote of the stockholders may be taken with the written consent of stockholders
owning (and by such written consent, voting) in the aggregate not less than the minimum percentage
of the total number of shares that by statute, this Certificate of Incorporation or the Bylaws are
required to be voted with respect to such proposed corporate action; provided, however, that the
written consent of a stockholder who would not have been entitled to vote upon the action if a
meeting were held shall not be counted; and further provided, that prompt notice shall be given to
all stockholders of the taking of such corporate action without a meeting if less than unanimous
written consent of all stockholders who would have been entitled to vote on the action if a meeting
were held is obtained.



     8. In furtherance of, and not in limitation of, the powers conferred by statute, the Board of
Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation or adopt
new Bylaws, without any action on the part of the stockholders; provided, however, that no such
adoption, amendment, or repeal shall be valid with respect to Bylaw provisions that have been
adopted, amended, or repealed by the stockholders; and further provided, that Bylaws adopted or
amended by the Board of Directors and any powers thereby conferred may be amended, altered, or
repealed by the stockholders.



     9. The Corporation is to have perpetual existence.



     10. Whenever a compromise or arrangement is proposed between this Corporation and its
creditors or any class of them and/or between this Corporation and its stockholders or any class of
them, any court of equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under the provisions of Section 291 of
Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or
receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this Corporation, as the case may be, to be summoned in such manner as
the said court directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization
of this Corporation as a consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of creditors, and/or on all
stockholders or class of stockholders, of this Corporation, as the case may be, and also on this
Corporation.



     11. A director of the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director, except for such



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liability as is expressly not subject to limitation under the Delaware General Corporation Law, as
the same exists or may hereafter be amended to further limit or eliminate such liability.
Moreover, the Corporation shall, to the fullest extent permitted by law, indemnify any and all
officers and directors of the Corporation, and may, to the fullest extent permitted by law or to
such lesser extent as is determined in the discretion of the Board of Directors, indemnify any and
all other persons whom it shall have power to indemnify, from and against all expenses, liabilities
or other matters arising out of their status as such or their acts, omissions or services rendered
in such capacities. The Corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any liability asserted
against him and incurred by him in any such capacity, or arising out of his status as such, whether
or not the Corporation would have the power to indemnify him against such liability.




     12. The Corporation shall have the right, subject to any express provisions or restrictions
contained in the Certificate of Incorporation or Bylaws of the Corporation, from time to time, to
amend this Certificate of Incorporation or any provision thereof in any manner now or hereafter
provided by law, and all rights and powers of any kind conferred upon a director or stockholder of
the Corporation by the Certificate of Incorporation or any amendment
thereof are conferred subject to such right.



     13. The name and mailing address of the incorporator of the Corporation is J. Curtis Linscott,
1600 West 7th Street, Fort Worth, Texas 76102.



     THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a
corporation pursuant to the General Corporation Law of the State of Delaware, does make this
Certificate, hereby declaring and certifying that this is his act and deed and the facts herein
stated are true, and accordingly has hereunto set his hand this 29th day of September, 2008



	 	 	 	 	 
	 	 	 
	 	 /s/ J. Curtis Linscott
 	 
	 	J. Curtis Linscott 	 
	 	 	 



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EXHIBIT “B”




Bylaws

of Cash America of Mexico, Inc.




 









 





CASH AMERICA OF MEXICO, INC.




BYLAWS




ARTICLE 1




OFFICES





     Section 1.1. Registered Office. The registered office shall be in the City of Dover,
County of Kent, State of Delaware.



     Section 1.2. Other Offices. The corporation may also have offices at such other
places, either within or without the State of Delaware, as the board of directors may from time to
time to determine or as the business of the corporation may require.



ARTICLE 2




MEETINGS OF STOCKHOLDERS




     Section 2.1. Place of Meetings. All meetings of the stockholders shall be held at the
office of the corporation or at such other places as may be fixed from time to time by the board of
directors, either within or without the State of Delaware, and stated in the notice of the meeting
or in a duly executed waiver of notice thereof.



     Section 2.2. Annual Meetings. Annual meetings of stockholders, commencing with the
year 2009, shall be held at the time and place to be selected by the board of directors. If the
day is a legal holiday, then the meeting shall be held on the next following business day. At the
meeting, the stockholders shall elect a board of directors by written ballot and transact such
other business as may properly be brought before the meeting.



     Section 2.3. Notice of Annual Meeting. Written notice of the annual meeting stating
the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such
meeting not less than ten nor more than sixty days before the date of the meeting.



     Section 2.4. Voting List. The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least ten days prior to
the meeting, either at a place within the city where the meeting is to be held, which place shall
be specified in the notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is present.



 









 





     Section 2.5. Special Meetings. Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be
called by the chairman of the board or the president, and shall be called by the president or
secretary at the request in writing of a majority of the board of directors or the holders of ten
percent or more of the outstanding shares of stock of the corporation. Such request shall state
the purpose or purposes of the proposed meeting.



     Section 2.6. Notice of Special Meetings. Written notice of a special meeting stating
the place, date and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten nor more than sixty days before the date of the
meeting, to each stockholder entitled to vote at such meeting. Business transacted at any
special meeting of the stockholders shall be limited to the purposes stated in the notice.



     Section 2.7. Quorum. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum
at all meetings of the stockholders for the transaction of business, except as otherwise provided
by statute or by the certificate of incorporation. If, however, such quorum shall not be present
or represented at any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted that might have been transacted at the meeting as originally notified.
If the adjournment is for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.



     Section 2.8. Order of Business. At each meeting of the stockholders, one of the
following persons, in the order in which they are listed (and in the absence of the first, the
next, and so on), shall serve as chairman of the meeting: president, chairman of the board, vice
presidents (in the order of their seniority if more than one) and secretary. The order of business
at each such meeting shall be as determined by the chairman of the meeting. The chairman of the
meeting shall have the right and authority to prescribe such rules, regulations and procedures and
to do all such acts and things as are necessary or desirable for the proper conduct of the meeting,
including, without limitation, the establishment of procedures for the maintenance of order and
safety, limitations on the time allotted to questions or comments on the affairs of the
corporation, restrictions on entry to such meeting after the time prescribed for the commencement
thereof, and the opening and closing of the voting polls.



     Section 2.9. Majority Vote. When a quorum is present at any meeting, the vote
of the holders of a majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question is one upon which,
by express provision of the statutes or of the certificate of incorporation, a different vote is
required, in which case such express provision shall govern and control the decision of such
question.



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     Section 2.10. Method of Voting. Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy for each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted on after three years from its date, unless the proxy
provides for a longer period.



ARTICLE 3




DIRECTORS




     Section 3.1. General Powers. The business and affairs of the corporation shall be
managed by or under the direction of the board of directors, which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by law or by the certificate of
incorporation of the corporation or by these Bylaws directed or required to be exercised or done by
the stockholders.



     Section 3.2. Number of Directors. The board of directors shall have not less than one
(1) nor more than nine (9) directors. The number of directors constituting the board shall be such
number as shall be from time to time specified by resolution of the board of directors; provided,
however, no director’s term shall be shortened by reason of a resolution reducing the number of
directors; and further provided that the number of directors constituting the initial board of
directors shall be the number specified in the certificate of incorporation and shall remain such
number unless and until changed by resolution of the board of directors aforesaid.



     Section 3.3. Election, Qualification and Term of Office of Directors. Directors shall
be elected at each annual meeting of stockholders, to hold office until the next annual meeting.
Directors need not be stockholders unless so required by the certificate of incorporation or these
Bylaws, wherein other qualifications for directors may be prescribed. Each director, including a
director elected to fill a vacancy, shall hold office until his successor is elected and qualified
or until his earlier death, resignation or removal. Elections of directors need not be by written
ballot.



     Section 3.4. Nominations of Directors. Nominations for the election of directors may
be made by the board of directors or by any stockholder entitled to vote for the election of
directors.



     Section 3.5. First Meetings. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by the vote of the stockholders at
the annual meeting and no notice of such meeting shall be necessary to the newly elected directors
in order legally to constitute the meeting, provided a quorum shall be present. In the event of
the failure of the stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special



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meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.




     Section 3.6. Regular Meetings. Regular meetings of the board of directors may be held
without notice at such times and at such places as shall from time to time be determined by the
board.



     Section 3.7. Special Meetings. Special meetings of the board may be called by the
chairman of the board or the president, and shall be called by the president or secretary on the
written request of one director.



     Section 3.8. Quorum, Majority Vote. At all meetings of the board, a majority of the
entire board of directors shall constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which there is a quorum shall be
the act of the board of directors, except as may be otherwise specifically provided by statute or
by the certificate of incorporation. If a quorum shall not be present at any meeting of the board
of directors, the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.



     Section 3.9. Action Without Meeting. Unless otherwise restricted by the certificate
of incorporation or these bylaws, any action required or permitted to be taken at any meeting of
the board of directors or of any committee thereof may be taken without a meeting, if all members
of the board or committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of the proceedings of the board or committee.



     Section 3.10. Telephone and Similar Meetings. Unless otherwise restricted by the
certificate of incorporation or these Bylaws, members of the board of directors, or any committee
designated by the board of directors, may participate in a meeting of the board of directors, or
such committee, by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.



     Section 3.11. Notice of Meetings. Notice of regular meetings of the board of
directors or of any adjourned meeting thereof need not be given. Notice of each special meeting of
the board shall be mailed to each director, addressed to such director at such director’s residence
or usual place of business, at least two days before the day on which the meeting is to be held or
shall be sent to such director at such place by e-mail or be given personally or by telephone, not
later than the day before the meeting is to be held, but notice need not be given to any director
who shall, either before or after the meeting, submit a signed waiver of such notice or who shall
attend such meeting without protesting, prior to or at its commencement, the lack of notice to such
director. Every such notice shall state the time and place but need not state the purpose of the
meeting.



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     Section 3.12. Rules and Regulations. The board of directors may adopt such
rules and regulations not inconsistent with the provisions of law, the certificate of incorporation
of the corporation or these Bylaws for the conduct of its meetings and management of the affairs of
the corporation as the board may deem proper.



     Section 3.13. Resignations. Any director of the corporation may at any time resign by
giving written notice to the board of directors, the chairman of the board, the president or the
secretary of the corporation. Such resignation shall take effect at the time specified therein or,
if the time be not specified, upon receipt thereof; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.



     Section 3.14. Removal of Directors. Unless otherwise restricted by statute, by the
certificate of incorporation or by these Bylaws, any director or the entire board of directors may
be removed with or without cause by the holders of a majority of the shares then entitled to vote
at an election of directors.



     Section 3.15. Vacancies. Subject to any express rights of the holders of any class or
series of stock having a preference over the common stock of the corporation as to dividends or
upon liquidation, any vacancies on the board of directors resulting from death or resignation may
be filled by the affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the board of directors, or by a sole remaining director, and newly
created directorships resulting from any increase in the number of directors may be filled by the
board of directors, or if not so filled, by the stockholders at the next annual meeting thereof or
at a special meeting called for that purpose in accordance with Section 2.5 of Article II of these
Bylaws. Any vacancy on the board of directors resulting from the removal of a director, with or
without cause, shall be filled by the holders of a majority of the shares then entitled to vote at
an election of directors. Any director elected in accordance with the two preceding sentences of
this Section 3.15 shall hold office for the remainder of the full term of the class of directors in
which the new directorship was created or the vacancy occurred and until such successor shall have
been elected and qualified.



     Section 3.16. Compensation of Directors. Unless otherwise restricted by the
certificate of incorporation or these Bylaws, the board of directors shall have the authority to
fix the compensation of directors. The directors may be paid their expenses, if any, of attendance
at each meeting of the board of directors and may be paid a fixed sum for attendance at each
meeting of the board of directors or a stated salary as director. No such payment shall preclude
any director from serving the corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like compensation for attending
committee meetings.



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ARTICLE 4




EXECUTIVE AND OTHER COMMITTEES




     Section 4.1. Executive Committee. The board of directors may, by resolution adopted
by a majority of the entire board, designate annually one or more of its members to constitute
members or alternate members of an executive committee, which committee shall have and may
exercise, between meetings of the board, all the powers and authority of the board in the
management of the business and affairs of the corporation, including, if such committee is so
empowered and authorized by resolution adopted by a majority of the entire board, the power and
authority to declare a dividend and to authorize the issuance of stock, and may authorize the seal
of the corporation to be affixed to all papers which may require it, except that the executive
committee shall not have such power or authority with reference to:




	 	(a)	 	amending the certificate of incorporation of the corporation;
	 
	 	(b)	 	adopting an agreement of merger or consolidation involving the
corporation;
	 
	 	(c)	 	recommending to the stockholders the sale, lease or exchange of
all or substantially all of the property and assets of the corporation;
	 
	 	(d)	 	recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution;
	 
	 	(e)	 	adopting, amending or repealing any Bylaw;
	 
	 	(f)	 	filling vacancies on the board or on any committee of the
board, including the executive committee;
	 
	 	(g)	 	fixing the compensation of directors for serving on the board
or on any committee of the board, including the executive committee; or
	 
	 	(h)	 	amending or repealing any resolution of the board that by its
terms may be amended or repealed only by the board.





     Section 4.2. Other Committees. The board of directors may, by resolution adopted by a
majority of the entire board, designate from among its members one or more other committees, each
of which shall, except as otherwise prescribed by law, have such authority of the board as may be
specified in the resolution of the board designating such committee. A majority of all the members
of such committee may determine its action and fix the time and place of its meetings, unless the
board shall otherwise provide. The board shall have the power at any time to change the membership
of, to increase or decrease the membership of, to fill all vacancies in and to discharge any such
committee, or any member thereof, either with or without cause.



6









 





     Section 4.3. Procedure; Meetings; Quorum. Regular meetings of the executive committee
or any other committee of the board of directors, of which no notice shall be necessary, may be
held at such times and places as shall be fixed by resolution adopted by a majority of the members
thereof. Special meetings of the executive committee or any other committee of the board shall be
called at the request of any member thereof. Notice of each special meeting of the executive
committee or any other committee of the board shall be sent by mail, e-mail or telephone, or be
delivered personally to each member thereof not later than the day before the day on which the
meeting is to be held, but notice need not be given to any member who shall, either before or after
the meeting, submit a signed waiver of such notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of such notice to such member. Any special
meeting of the executive committee or any other committee of the board shall be a legal meeting
without any notice thereof having been given, if all the members thereof shall be present thereat.
Notice of any adjourned meeting of any committee of the board need not be given. The executive
committee or any other committee of the board may adopt such rules and regulations not inconsistent
with the provisions of law, the certificate of incorporation of the corporation or these Bylaws for
the conduct of its meetings as the executive committee or such other committee of the board may
deem proper. A majority of the executive committee or any other committee of the board shall
constitute a quorum for the transaction of business at any meeting, and the vote of a majority of
the members thereof present at any meeting at which a quorum is present shall be the act of such
committee. The executive committee or any other committee of the board of directors shall keep
written minutes of its proceedings, a copy of which is to be filed with the secretary of the
corporation, and shall report on such proceedings to the board.



ARTICLE 5




NOTICES




     Section 5.1. Method. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these Bylaws, notice is required to be given to any director or
stockholder, it shall not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or stockholder, at his address as it appears on the
records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be
given the day following the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by e-mail.



     Section 5.2. Waiver. Whenever any notice is required to be given under the provisions
of the statutes or of the certificate of incorporation or of these Bylaws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.



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ARTICLE 6




OFFICERS




     Section 6.1. Election, Qualification. The officers of the corporation shall be chosen
by the board of directors and shall be a president, one or more vice presidents, a secretary and a
treasurer. The board of directors may also choose a chairman of the board, one or more assistant
secretaries and assistant treasurers and such other officers and agents as it shall deem necessary.
Any number of offices may be held by the same person, unless the certificate of incorporation or
these Bylaws otherwise provide.



     Section 6.2. Salary. The salaries of all officers and agents of the corporation shall
be fixed by the board of directors.



     Section 6.3. Term, Removal. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the board of
directors may be removed at any time by the affirmative vote of a majority of the board of
directors. Any vacancy occurring in any office of the corporation shall be filled by the board of
directors.



     Section 6.4. Resignation. Subject at all times to the right of removal as provided in
Section 6.3 of this Article 6, any officer may resign at any time by giving notice to the board of
directors, the president or the secretary of the corporation. Any such resignation shall take
effect at the date of receipt of such notice or at any later date specified therein; provided that
the president or, in the event of the resignation of the president, the board of directors may
designate an effective date for such resignation which is earlier than the date specified in such
notice but which is not earlier than the date of receipt of such notice; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to make it effective.



     Section 6.5. Vacancies. A vacancy in any office because of death, resignation,
removal or any other cause may be filled for the unexpired portion of the term in the manner
prescribed in these Bylaws for election to such office.



     Section 6.6. Chairman of the Board. The chairman of the board shall, if there be such
an officer, preside at meetings of the board of directors and, if present, and in the absence of
the president, preside at meetings of the stockholders. The chairman of the board shall counsel
with and advise the president and perform such other duties as the president or the board or the
executive committee may from time to time determine. Except as otherwise provided by resolution of
the board, the chairman of the board shall be ex-officio a member of all committees of the board.
The chairman of the board may sign and execute in the name of the corporation deeds, mortgages,
bonds, contracts or other instruments authorized by the board or any committee thereof empowered to
authorize the same.



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     Section 6.7. President. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and (in the absence of the
chairman of the board) the board of directors, shall have general and active management of the
business of the corporation and shall see that all orders and resolutions of the board of directors
are carried into effect. He shall execute bonds, mortgages and other contracts requiring a seal,
under the seal of the corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.



     Section 6.8. Vice Presidents. In the absence of the president and the chairman
of the board or in the event of their inability or refusal to act, the vice president (or if there
shall be more than one vice president, the vice presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their election) shall perform
the duties of the president, and when so acting, shall have all the powers of and be subject to all
the restrictions upon the president. The vice presidents shall perform such other duties and have
such other powers as the board of directors may from time to time prescribe.



     Section 6.9. Secretary. The secretary shall attend all meetings of the board of
directors and of the stockholders, shall record all the proceedings of the meetings of the
stockholders and of the board of directors in a book to be kept for that purpose, and shall perform
like duties for the other committees designated by the board of directors when required. He shall
give, or cause to be given, notice of all meetings of the stockholders and special meetings of the
board of directors, and shall perform such other duties as may be prescribed by the board of
directors or president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix
the same to any instrument requiring it. When so affixed, the corporate seal may be attested by
his signature or by the signature of such assistant secretary. The board of directors may give
general authority to any other officer to affix the seal of the corporation and to attest the
affixing by his signature.



     Section 6.10. Assistant Secretary. The assistant secretary, if any (or if there shall
be more than one, the assistant secretaries in the order determined by the board of directors, or
in the absence of any such determination, then in the order of their election) shall, in the
absence of the secretary or in the event of his inability or refusal to act, perform the duties and
exercise the powers of the secretary and shall perform such other duties and have such other powers
as the board of directors may from time to time prescribe.



     Section 6.11. Treasurer. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated by the board of
directors. He shall disburse the funds of the corporation as may be ordered by the board of
directors, taking proper vouchers for such disbursements, and shall render to the president and the
board of directors, at its regular meetings, or when the board of directors so requires, an account
of all his transactions as treasurer and of the financial



9









 




condition of the corporation. If
required by the board of directors, he shall give the corporation a bond in such sum and with such
surety or sureties as shall be satisfactory to the board of directors for the faithful performance
of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever kind in his possession
or under his control belonging to the corporation.




     Section 6.12. Assistant Treasurer. The assistant treasurer, if any (or if there shall
be more than one, the assistant treasurers in the order determined by the board of directors, or in
the absence of no such determination, then in the order of their election), shall, in the absence
of the treasurer or in the event of his inability or refusal to act, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and have such other powers
as the board of directors may from time to time prescribe.



ARTICLE 7




CERTIFICATES OF STOCK




     Section 7.1. Certificates. Every holder of stock in the corporation shall be entitled
to have a certificate signed by, or in the name of the corporation by, the chairman or vice
chairman of the board of directors, or the president or a vice president and the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the
number of shares owned by him in the corporation.



     Section 7.2. Facsimile Signatures. Any or all of the signatures on the certificate
may be facsimile. In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued by the corporation
with the same effect as if he were such officer, transfer agent or registrar at the date of issue.



     Section 7.3. Lost Certificates. The board of directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.



     Section 7.4. Transfers of Stock. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the duty of the



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corporation to issue a new certificate to the person entitled thereto, cancel the old certificate
and record the transaction upon its books.




     Section 7.5. Fixing Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange of stock or for
the purpose of any other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of such meeting, nor more
than sixty days prior to any other action. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for the adjourned meeting.



     Section 7.6. Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to recognize any equitable
or other claim to or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided by the laws of
Delaware.



ARTICLE 8




AFFILIATED TRANSACTIONS




     Section 8.1. Validity. Except as otherwise provided for in the certificate of
incorporation and except as otherwise provided in this Bylaw, if Section 8.2 is satisfied, no
contract or transaction between the corporation and any of its directors, officers or security
holders, or any corporation, partnership, association or other organization in which any of such
directors, officers or security holders are directly or indirectly financially interested, shall be
void or voidable solely because of this relationship, or solely because of the presence of the
director, officer or security holder at the meeting authorizing the contract or transaction, or
solely because of his or their participation in the authorization of such contract or transaction
or vote at the meeting therefor, whether or not such participation or vote was necessary for the
authorization of such contract or transaction.



     Section 8.2. Disclosure, Approval; Fairness. Section 8.1 shall apply only if:




	 	(a)	 	the material facts as to the relationship or interest and as to
the contract or transaction are disclosed or are known:






	 	(i)	 	to the board of directors (or committee thereof) and
it nevertheless in good faith authorizes or ratifies the contract or
transaction by a majority of the directors present, each such 




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	 	 	 	interested
director to be counted in determining whether a quorum is present but not
in calculating the majority necessary to carry the vote; or






	 	(ii)	 	to the stockholders and they nevertheless authorize or
ratify the contract or transaction by a majority of the shares present at a
meeting considering such contract or transaction, each such
interested person (stockholder) to be counted in determining whether
a quorum is present and for voting purposes; or






	 	(b)	 	the contract or transaction is fair to the corporation as of
the time it is authorized or ratified by the board of directors (or committee
thereof) or the stockholders.





     Section 8.3 Nonexclusive. This provision shall not be construed to invalidate a
contract or transaction that would be valid in the absence of this provision.



ARTICLE 9




GENERAL PROVISIONS




     Section 9.1. Dividends. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared by the board of
directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in
property, or in shares of the capital stock, subject to the provisions of the certificate of
incorporation.



     Section 9.2. Reserves. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the directors from time to
time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the corporation, or for
such other purpose as the directors shall think conducive to the interest of the corporation, and
the directors may modify or abolish any such reserve in the manner in which it was created.



     Section 9.3. Annual Statement. The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by majority vote of the
stockholders, a full and clear statement of the business and condition of the corporation.



     Section 9.4. Checks. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as the board of
directors may from time to time designate.



     Section 9.5. Fiscal Year. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.



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     Section 9.6. Seal. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be
used by causing it or a facsimile thereof to be impressed, affixed or reproduced or otherwise.



ARTICLE 10




AMENDMENTS




     Section 10.1. Amendments. These Bylaws may be altered, amended or repealed or new
Bylaws may be adopted by a majority of the entire board of directors in accordance with the terms
and conditions of the certificate of incorporation.



[EFFECTIVE: September 30, 2008]




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