exv10w7





EXHIBIT 10.7




FIRST AMENDMENT TO LETTER OF CREDIT FACILITY




     THIS FIRST AMENDMENT TO LETTER OF CREDIT FACILITY (this “First Amendment”), dated as
of November 21, 2008, is entered into among CASH AMERICA INTERNATIONAL, INC., a Texas corporation
(the “Borrower”), the lenders listed on the signature pages hereof as Lenders (the
“Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and L/C
Issuer.



BACKGROUND




     A. The Borrower, the Lenders, the Administrative Agent, and the L/C Issuer are parties to that
certain Letter of Credit Facility, dated as of June 30, 2008, (said Letter of Credit Facility, as
modified and amended, the “Letter of Credit Facility”). The terms defined in the Letter of
Credit Facility and not otherwise defined herein shall be used herein as defined in the Letter of
Credit Facility.



     B. The Borrower has requested certain amendments to the Letter of Credit Facility.



     C. The Lenders, the Administrative Agent, and the L/C Issuer hereby agree to amend the Letter
of Credit Facility, subject to the terms and conditions set forth herein.



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



     1. AMENDMENTS.



     (a) Section 1.01 of the Letter of Credit Facility is hereby amended by adding the
defined terms “Defaulting Lender”, “ First Amendment Date”, and “Impacted
Lender” thereto in proper alphabetical order to read as follows:




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




     “First Amendment Date” means November 21, 2008.




     “Impacted Lender” means a Defaulting Lender or a Lender as to which (a)
the L/C Issuer has a good faith belief that the Lender has defaulted in fulfilling

Confidential





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its obligations under one or more other syndicated credit facilities or (b) an
entity that controls the Lender has been deemed insolvent or become subject to a
bankruptcy or other similar proceeding.



     (b) The definition of “Incorporated Agreement” is hereby amended to read as follows:




     “Incorporated Agreement” means that certain First Amended and Restated
Credit Agreement, dated as of February 24, 2005, among the Borrower, each lender
from time to time party thereto, Wells Fargo Bank, National Association, as
Administrative Agent, an L/C Issuer and Swing Line Lender, JPMorgan Chase Bank,
N.A., as Syndication Agent, and U.S. Bank National Association, KeyBank National
Association and Union Bank of California, N.A., as Co-documentation Agents, as
amended by that certain First Amendment to First Amended and Restated Credit
Agreement, dated as of March 16, 2007, that certain Commitment Increase Agreement,
dated as of February 29, 2008, that certain Second Amendment to First Amended and
Restated Credit Agreement, dated as of June 30, 2008, and that certain Third
Amendment to First Amended and Restated Credit Agreement, dated as of November 21,
2008. Unless otherwise specified herein, all references to the Incorporated
Agreement shall mean the Incorporated Agreement as in effect on the First Amendment
Date, without giving effect to any amendment, supplement or other modification
thereto or thereof after the First Amendment Date.



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




     “Voting Percentage” means, as to any Lender, (a) at any time when the
Commitments are in effect, such Lender’s Pro Rata Share and (b) at any time after
the termination of the Commitments, the percentage (carried out to the ninth
decimal place) which (i) the sum of (A) the Outstanding Amount of such Lender’s
Revolving Loans, plus (B) such Lender’s Pro Rata Share of the Outstanding Amount of
L/C Obligations, then constitutes of (ii) the Outstanding Amount of all Revolving
Loans and L/C Obligations; provided, however, that if any Lender is a
Defaulting Lender, such Lender’s Voting Percentage shall be deemed to be zero, and
the respective Pro Rata Shares and Voting Percentages of the other Lenders shall be
recomputed for purposes of this definition and the definition of “Required Lenders”
without regard to such Defaulting Lender’s Commitment or the outstanding amount of
its Revolving Loans and L/C Advances, as the case may be.



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




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



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




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




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




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



     (e) Section 2.10 of the Letter of Credit Facility is hereby amended and restated as
follows:




     2.10 Sharing of Payments. If, other than as expressly provided elsewhere
herein, any Lender shall obtain on account of any Revolving Loans made by it, or
the participations in L/C Obligations held by it, any payment (whether voluntary,
involuntary, through the exercise of any right of set-off, or otherwise) in excess
of its ratable share (or other share contemplated hereunder) thereof, such Lender
shall immediately (a) notify the Administrative Agent of such fact, and (b)
purchase from the other Lenders such participations in the Revolving Loans made by
them and/or such subparticipations in the participations in L/C Obligations held by
them, as the case may be, as shall be necessary to cause such purchasing Lender to
share the excess payment in respect of such Revolving Loan or such participations,
as the case may be, pro rata with each of them; provided, however,
that (i) if all or any portion of such excess payment is thereafter recovered from
the purchasing Lender, such purchase shall to that extent be rescinded and each
other Lender shall repay to the purchasing Lender the purchase price paid
therefore, together with an amount equal to such



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paying Lender’s ratable share (according to the proportion of (x) the amount
of such paying Lender’s required repayment to (y) the total amount so recovered
from the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered and (ii) the
provisions of this Section shall not be construed to apply to (x) any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement, (y) any payment obtained by a Lender as consideration for the assignment
of or sale of a participation in any of its Revolving Loans or subparticipations in
L/C Obligations to any assignee or participant, other than to the Borrower or any
Subsidiary thereof (as to which the provisions of this Section shall apply) or (z)
any payment obtained by the L/C Issuer in connection with cash collateral or other
arrangements made in respect of an Impacted Lender. The Borrower agrees that any
Lender so purchasing a participation from another Lender may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off, but subject to Section 10.09 hereof with respect to such
participation) as fully as if such Lender were the direct creditor of the Borrower
in the amount of such participation. The Administrative Agent will keep records
(which shall be conclusive and binding in the absence of manifest error) of
participations purchased under this Section and will in each case notify the
Lenders following any such purchases or repayments. Each Lender that purchases a
participation pursuant to this Section shall from and after such purchase have the
right to give all notices, requests, demands, directions and other communications
under this Agreement with respect to the portion of the Obligations purchased to
the same extent as though the purchasing Lender were the original owner of the
Obligations purchased.



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



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



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



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



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



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



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



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



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



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



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



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



     4. REFERENCE TO THE LETTER OF CREDIT FACILITY.



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



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



     5. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand all costs and
expenses of the Administrative Agent in connection with the preparation, reproduction, execution
and delivery of this First Amendment and the other instruments and documents to be delivered
hereunder (including the reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent with respect thereto).



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



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



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



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



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










     REMAINDER OF PAGE LEFT INTENTIONALLY BLANK








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



	 	 	 	 	 
	 	CASH AMERICA INTERNATIONAL, INC., as Borrower

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



Signature Page

First Amendment to Letter of Credit Facility




 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Administrative Agent

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

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



Signature Page

First Amendment to Letter of Credit Facility




 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as a Lender

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



Signature Page

First Amendment to Letter of Credit Facility




 









 








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

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



Signature Page

First Amendment to Letter of Credit Facility




 









 








ACKNOWLEDGED AND AGREED TO:




CORPORATE GUARANTORS



Bronco Pawn & Gun, Inc.

Cash America Advance, Inc.

Cash America Financial Services, Inc.

Cash America Franchising, Inc.

Cash America Holding, Inc.

Cash America, Inc.

Cash America, Inc. of Alabama

Cash America, Inc. of Alaska

Cash America, Inc. of Colorado

Cash America, Inc. of Illinois

Cash America, Inc. of Indiana

Cash America, Inc. of Kentucky

Cash America, Inc. of Louisiana

Cash America of Missouri, Inc.

Cash America, Inc. of Nevada

Cash America, Inc. of North Carolina

Cash America, Inc. of Oklahoma

Cash America, Inc. of South Carolina

Cash America, Inc. of Tennessee

Cash America, Inc. of Utah

Cash America, Inc. of Virginia

Cash America Pawn, Inc. of Ohio

Cashland Financial Services, Inc.

Doc Holliday’s Pawnbrokers & Jewellers, Inc.

Express Cash International Corporation

Florida Cash America, Inc.

Gamecock Pawn & Gun, Inc.

Georgia Cash America, Inc.

Hornet Pawn & Gun, Inc.

Longhorn Pawn and Gun, Inc.

Ohio Neighborhood Finance, Inc.

Mr. Payroll Corporation

RATI Holding, Inc.

Tiger Pawn & Gun, Inc.

Uptown City Pawners, Inc.

Vincent’s Jewelers and Loan, Inc.

Cash America Global Financing, Inc.

Cash America of Mexico, Inc.




	 	 	 
	/s/ David J. Clay
	 	 
	 

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

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

	 	 






Signature Page

First Amendment to Letter of Credit Facility




 









 








	 	 	 	 	 
	PARTNERSHIP GUARANTORS	 	 
	 
	 	 	 	 
	Cash America Management L.P.

Cash America Pawn L.P.	 	 
	 
	 	 	 	 
	By:

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

	 	/s/ Austin D. Nettle	 	 
	 

	 	 

Austin D. Nettle

Vice President and Treasurer
	 	 






Signature Page

First Amendment to Letter of Credit Facility




 









 








LLC GUARANTORS




	 	 	 	 	 
	Cash America Net Holdings, LLC

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

	 	/s/ Austin D. Nettle	 	 
	 

	 	 

Austin D. Nettle

Vice President and Treasurer
	 	 





Cash America Net of Alabama, LLC

Cash America Net of Alaska, LLC

Cash America Net of Arizona, LLC

Cash America Net of California, LLC

Cash America Net of Colorado, LLC

Cash America Net of Delaware, LLC

Cash America Net of Florida, LLC

CashNetUSA of Florida, LLC

Cash America Net of Hawaii, LLC

Cash America Net of Idaho, LLC

Cash America Net of Illinois, LLC

Cash America Net of Indiana, LLC

Cash America Net of Iowa, LLC

Cash America Net of Kansas, LLC

Cash America Net of Kentucky, LLC

Cash America Net of Louisiana, LLC

Cash America Net of Maine, LLC

CashNet CSO of Maryland, LLC

Cash America Net of Michigan, LLC

Cash America Net of Minnesota, LLC

Cash America Net of Mississippi, LLC

Cash America Net of Missouri, LLC

Cash America Net of Montana, LLC

Cash America Net of Nebraska, LLC

Cash America Net of Nevada, LLC

Cash America Net of New Hampshire, LLC

Cash America Net of New Mexico, LLC

CashNet USA CO, LLC

CashNetUSA OR, LLC

The Check Giant NM, LLC

Cash America Net of North Dakota, LLC

Cash America Net of Ohio, LLC

Cash America Net of Oklahoma, LLC

Cash America Net of Oregon, LLC

Cash America Net of Rhode Island, LLC

Cash America Net of South Dakota, LLC




Signature Page

First Amendment to Letter of Credit Facility




 









 







Cash America Net of Texas, LLC

Cash America Net of Utah, LLC

Cash America Net of Virginia, LLC

Cash America Net of Washington, LLC

Cash America Net of Wisconsin, LLC

Cash America Net of Wyoming, LLC

CashNet of Australia, LLC

Ohio Consumer Financial Solutions, LLC




	 	 	 	 	 	 	 
	By:	 	CASH AMERICA NET HOLDINGS, LLC

Sole Member of Each of the above-named Limited
Liability Companies
	 
	 	 	 	 	 	 
	By:	 	/s/ Austin D. Nettle	 	 
	 	 	 	 	 
	 	 	Austin D. Nettle	 	 
	 	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	Primary Credit Services, LLC (f/k/a Primary Cash Finance, LLC)
	Primary Credit Processing, LLC (f/k/a Primary Cash Card Processing, LLC)
	Primary Payment Solutions, LLC (f/k/a Primary Cash Card Services, LLC)
	 
	 	 	 	 	 	 
	By:	 	PRIMARY CREDIT SOLUTIONS, LLC (f/k/a Primary Cash Holdings, LLC)

Sole Member of Each of the above-named Limited Liability Companies
	 
	 	 	 	 	 	 
	By:	 	/s/ Austin D. Nettle	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Austin D. Nettle	 	 
	 

	 	Title:
	 	Vice President — Treasurer	 	 






Signature Page

First Amendment to Letter of Credit Facility