exv10w18





EXHIBIT 10.18



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.



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     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.



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     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.



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     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. 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