exv10w16




EXHIBIT 10.16






EXECUTION VERSION




CASH AMERICA INTERNATIONAL, INC.




AMENDMENT NO. 1 TO NOTE AGREEMENT




As of December 11, 2008




To the Persons Named on

Annex 1 Hereto




Ladies and Gentlemen:




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



1. PRELIMINARY STATEMENTS.




     1.1. Note Issuance, etc.



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



2. DEFINED TERMS.




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



3. AMENDMENTS TO THE EXISTING NOTE AGREEMENT.




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



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



 









 





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



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



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



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



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



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



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



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



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



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



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



4. AMENDMENT AND RESTATEMENT OF EXISTING NOTES.




     4.1. Amendment and Restatement of Existing Notes.



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



     4.2. Replacement Notes.



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



5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.




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



     5.1. Full Disclosure.



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



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



     5.2. Power and Authority.



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



     5.3. Due Authorization.



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



     5.4. No Defaults.



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



     5.5. Prenda Facil



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



6. EFFECTIVENESS OF AMENDMENTS.




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



     6.1. Execution and Delivery of this Amendment Agreement.



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



     6.2. Guarantors.



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



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     6.3. Opinions of Counsel.



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



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



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



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



     6.4. Amendment Fee.



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



     6.5. Fees and Expenses.



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



7. MISCELLANEOUS.




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



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



     7.2. Counterparts.



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



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



     7.3. Governing Law.



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



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





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



	 	 	 	 	 
	 	CASH AMERICA INTERNATIONAL, INC.

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



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





 









 









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



	 	 	 	 	 
	MIDLAND NATIONAL LIFE INSURANCE COMPANY


By: Guggenheim Partners Advisory Company, its agent

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


By: Guggenheim Partners Advisory Company, its agent

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



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





 









 







	 	 	 	 	 
	EQUITRUST LIFE INSURANCE COMPANY

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

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



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





 









 








Annex 1




CURRENT HOLDERS




Midland National Life Insurance Company




North American Company for Life and Health Insurance




Equitrust Life Insurance Company




Farm Bureau Life Insurance Company





 









 





Exhibit B




CONSENT AND REAFFIRMATION




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



 









 





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





	 	 	 	 	 
	 	GUARANTORS

BRONCO PAWN & GUN, INC.

CASH AMERICA ADVANCE, INC.

CASH AMERICA FINANCIAL SERVICES, INC.

CASH AMERICA FRANCHISING, INC.

CASH AMERICA HOLDING, INC.

CASH AMERICA, INC.

CASH AMERICA, INC. OF ALABAMA

CASH AMERICA, INC. OF ALASKA

CASH AMERICA, INC. OF COLORADO

CASH AMERICA, INC. OF ILLINOIS

CASH AMERICA, INC. OF INDIANA

CASH AMERICA, INC. OF KENTUCKY

CASH AMERICA, INC. OF LOUISIANA

CASH AMERICA, INC. OF NEVADA

CASH AMERICA, INC. OF NORTH CAROLINA

CASH AMERICA, INC. OF OKLAHOMA

CASH AMERICA, INC. OF SOUTH CAROLINA

CASH AMERICA, INC. OF TENNESSEE

CASH AMERICA, INC. OF UTAH

CASH AMERICA, INC. OF VIRGINIA

CASH AMERICA MANAGEMENT L.P.,

     by its general partner, CASH AMERICA

HOLDING, INC.

CASH AMERICA OF MISSOURI, INC.

CASH AMERICA PAWN L.P.,

     by its general partner, CASH AMERICA

HOLDING, INC.

CASH AMERICA PAWN, INC. OF OHIO

CASHLAND FINANCIAL SERVICES, INC.

DOC HOLLIDAY’S PAWNBROKERS & JEWELLERS, INC.

EXPRESS CASH INTERNATIONAL CORPORATION

FLORIDA CASH AMERICA, INC.

GEORGIA CASH AMERICA, INC.

GAMECOCK PAWN & GUN, INC.

HORNET PAWN & GUN, INC.

LONGHORN PAWN AND GUN, INC.

MR. PAYROLL CORPORATION

RATI HOLDING, INC.

TIGER PAWN & GUN, INC.

UPTOWN CITY PAWNERS, INC.

VINCENT’S JEWELERS AND LOAN, INC.

CASH AMERICA GLOBAL FINANCING, INC.

OHIO NEIGHBROHOOD FINANCE, INC.
 	 
	 	By  	                          /s/  Austin D. Nettle
 	 
	 	 	Name:  	Austin D. Nettle 	 
	 	 	Title:  	Vice President & Treasurer 	 



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	 	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 	 
	 








 









 











AGREEMENT AND ADOPTION OF JOINT AND SEVERAL GUARANTY

AND SUBROGATION AND CONTRIBUTION AGREEMENT




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



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



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



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



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



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



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




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



 









 







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



     EXECUTED as of the date and year first above written.



	 	 	 	 	 
	 	CASH AMERICA OF MEXICO, INC.

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