exv10w14




EXHIBIT 10.14






EXECUTION VERSION




CASH AMERICA INTERNATIONAL, INC.




AMENDMENT NO. 4 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 $42,500,000 in aggregate principal amount of its 7.20% Senior
Notes due August 12, 2009 (as they may be amended, restated or otherwise modified from time to
time, the “Notes”) pursuant to that certain Note Agreement, dated as of August 12, 2002 (as amended
by that certain Amendment No. 1 to Note Agreement, dated as of September 7, 2004, that certain
Amendment No. 2 to Note Agreement, dated as of December 31, 2006, and that certain Amendment No. 3
to Note Agreement, dated as of December 21, 2007, and 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. 4 to Note 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 2.01 of the Existing Note Agreement is hereby amended by adding the definitions of
“Cash America of Mexico,” “Consolidated Net Worth,” “New Mexican



 









 






Subsidiary,” “Non-Domestic Subsidiary” and “Non-Wholly Owned Subsidiary” in proper
alphabetical order and which new definitions shall read in full as follows:




          ““Cash America of Mexico” means Cash America of Mexico, Inc., a Delaware corporation and
Wholly-Owned Subsidiary.”




          “Consolidated Net Worth” means, as of any date, the total shareholders’ equity which would
appear on a consolidated balance sheet of the Company and the Consolidated Subsidiaries prepared as
of such date in accordance with GAAP.




          ““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 owns not less than 80% of its Voting Stock and 80% of the
outstanding shares of all other classes of its Stock.”




          ““Non-Domestic Subsidiary” means a Subsidiary which is incorporated in, or conducts a
significant portion of its business activities in, any one or more jurisdictions outside the United
States.”




          ““Non-Wholly Owned Subsidiary” means any Subsidiary (other than a Wholly-Owned Subsidiary).”




          2. Section 2.01 of the Existing Note Agreement is hereby amended by amending and restating the
definition of “Investment” to read in full 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.”




          3. Section 9.11(e) of the Existing Note Agreement is hereby amended and restated to read in
full as follows:




     “(e) In the case of the Company, Investments in Wholly-Owned Subsidiaries (including
Subsidiaries acquired after December 1, 2008 in accordance with Section 9.20(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 9.20, provided that 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 at such time does not
exceed 30% of Consolidated Net Worth;”



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          4. Section 9.11(g) of the Existing Note Agreement is hereby amended and restated in full as
follows:




     “(g) In the case of any Subsidiary, Investments in Non-Wholly Owned Subsidiaries (including
Subsidiaries acquired after December 1, 2008 in accordance with Section 9.20(a)(1)), resulting from
the acquisition or ownership of Stock of, or capital contributions to, such Subsidiaries but, in
each case, only to the extent not prohibited by Section 9.20, provided that 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 at such time does not
exceed 30% of Consolidated Net Worth;”



          5. Section 9.20(a)(1)(A) of the Existing Note Agreement is hereby amended and restated to read
in full as follows:




     “(A) immediately after giving effect to such acquisition, such Person shall constitute a
Wholly-Owned Subsidiary or a Non-Wholly Owned Subsidiary subject to the limits set forth in Section
9.11(e) and Section 9.11(g);”



          6. Section 9.20 of the Existing Note Agreement is hereby amended by adding a new subsection
(e) which shall read in full as follows:



“(e) Notwithstanding the foregoing in no event shall any Non-Domestic Subsidiary be required to be
or become a Guarantor so long as such Non-Domestic Subsidiary is not obligated as a guarantor or
obligor for any Indebtedness for Money Borrowed of the Company or any Subsidiary.”




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 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.



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     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.



     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.



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 Guaranty (or an agreement and adoption of the 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:



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     (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 9.20(a)(2)(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 Voting 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”) 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.



     5.5. Bank Consent.



     The Company shall have obtained any and all necessary consents, waivers and amendments with
respect to the New Bank Loan Agreement, as amended from time to time, to permit the formation of
the Cash America of Mexico and the acquisition of the Voting Stock 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 11.02 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



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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.



     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.]





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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. 4 to 2002 Note Agreement]




 









 









     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.



	 	 	 	 	 
	TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

 	 
	By:  	/s/  Brian K. Roelke
 	 
	 	Name:  	Brian K. Roelke 	 
	 	Title:  	Director 	 
	 



[Signature Page to Amendment No. 4 to 2002 Note Agreement]





 









 








	 	 	 	 	 
	MINNESOTA LIFE INSURANCE COMPANY

FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN

FARM BUREAU MUTUAL INSURANCE COMPANY OF MICHIGAN

FARM BUREAU GENERAL INSURANCE COMPANY OF
MICHIGAN

AMERICAN FIDELITY ASSURANCE COMPANY

GREAT WESTERN INSURANCE COMPANY 


By: Advantus Capital Management, Inc.

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



[Signature Page to Amendment No. 4 to 2002 Note Agreement]





 









 








	 	 	 	 	 
	METLIFE INSURANCE COMPANY OF CONNECTICUT

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



[Signature Page to Amendment No. 4 to 2002 Note Agreement]





 









 








	 	 	 	 	 
	MTL INSURANCE COMPANY


By:  Prudential Private Placement Investors, L.P.         (as Investment Advisor)

By:  Prudential Private Placement Investors, Inc.         (as its General Partner)

 	 
	By:  	/s/  Tim Laczkowski
 	 
	 	Name:  	Tim Laczkowski 	 
	 	Title:  	Vice President 	 
	 



[Signature Page to Amendment No. 4 to 2002 Note Agreement]




 









 








Annex 1




CURRENT HOLDERS




Teachers Insurance and Annuity Association of America

Minnesota Life Insurance Company

Farm Bureau Life Insurance Company of Michigan

MTL Insurance Company

American Fidelity Assurance Company

Great Western Insurance Company

Farm Bureau Mutual Insurance Company of Michigan

Farm Bureau General Insurance Company of Michigan

MetLife Insurance Company of Connecticut





 









 








Exhibit A




CONSENT AND REAFFIRMATION





     Each of the undersigned (the “Guarantors”) hereby (i) acknowledges receipt of a copy of the
foregoing Amendment No. 4 to Note Agreement (the “Fourth 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 Fourth 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 Fourth
Amendment.



 









 





     In witness whereof, each of the undersigned has executed this Consent and Reaffirmation on and
as of the date of such Fourth 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 and 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 Teachers Insurance and Annuity
Association of America, Minnesota Life Insurance Company, Farm Bureau Life Insurance Company of
Michigan, MTL Insurance Company, American Fidelity Assurance Company, Great Western Insurance
Company, Farm Bureau Mutual Insurance Company of Michigan, Farm Bureau General Insurance Company of
Michigan and MetLife Insurance Company of Connecticut (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 August 12, 2002 (as amended by that certain Amendment
No. 1 to Note Agreement, dated as of September 7, 2004, that certain Amendment No. 2 to Note
Agreement, dated as of December 31, 2006, and that certain Amendment No. 3 to Note Agreement, dated
as of December 21, 2007, and as in effect prior to giving effect to the Amendment Agreement
(defined below), the “Existing Note Agreement”) with the Purchasers listed on Schedule I
attached thereto; and



     WHEREAS, the Company and the Current Holders are entering into that certain Amendment No. 4 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, 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