exv10w1



 





EXHIBIT
10.1




 





FIRST AMENDMENT




TO




FIRST AMENDED AND RESTATED CREDIT AGREEMENT




Dated as of February 24, 2005




AMONG




CASH AMERICA INTERNATIONAL, INC.,

AS THE BORROWER,




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




AND




THE OTHER LENDERS PARTY HERETO




Dated as of March 16, 2007




 





WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Co-Lead Arranger and Joint Book Runner




J. P. MORGAN SECURITIES INC.,

as Co-Lead Arranger and Joint Book Runner




 









 





FIRST AMENDMENT TO

FIRST AMENDED AND RESTATED CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “First
Amendment”), dated as of March 16, 2007, 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, L/C Issuer and Swing Line Lender.



BACKGROUND




     A. The Borrower, the Lenders, the Administrative Agent, the Swing Line Lender and the L/C
Issuer are parties to that certain First Amended and Restated Credit Agreement, dated as of
February 24, 2005, as modified by that certain Consent to Credit Agreement, dated as of June 28,
2006 (the “Credit Agreement”). The terms defined in the Credit Agreement and not otherwise
defined herein shall be used herein as defined in the Credit Agreement.



     B. The Borrower has requested certain amendments to the Credit Agreement, to among other
things, extend the Maturity Date.



     C. The Lenders, the Administrative Agent, the Swing Line Lender and the L/C Issuer hereby
agree to amend the Credit Agreement, 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 Swing Line Lender, the L/C Issuer and the
Administrative Agent covenant and agree as follows:



     1. AMENDMENTS.



     (a) The definition of “Applicable Rate” set forth in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:



     “Applicable Rate” means the following percentages per annum:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable	 	Applicable	 	Applicable
	 	 	 	 	 	 	Rate for	 	Rate for	 	Rate for
	Pricing	 	 	 	Eurodollar	 	Base Rate	 	Commitment
	Level	 	Leverage Ratio	 	Rate Loans	 	Loans	 	Fee
	 	1	 	 	Less than 1.00 to 1

	 	 	0.875	 	 	 	0.00	 	 	 	0.25	 
	 	2	 	 	Greater than
or equal to 1.00 to 1 but less than 1.50 to 1

	 	 	1.125	 	 	 	0.00	 	 	 	0.25	 
	 	3	 	 	Greater than
or equal to 1.50 to 1 but less than 2.00 to 1

	 	 	1.375	 	 	 	0.00	 	 	 	0.25	 
	 	4	 	 	Greater than
or equal to 2.00 to 1 but less than 2.50 to 1
	 	 	1.625	 	 	 	0.00	 	 	 	0.30	 
	 	5	 	 	Greater than or equal to 2.50 to 1
	 	 	1.875	 	 	 	0.00	 	 	 	0.30	 






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     The Applicable Rate shall be adjusted on each Adjustment Date as tested by using
the Leverage Ratio set forth on the Compliance Certificate on each Adjustment Date. If the
financial statements required pursuant to Section 6.01 hereof and the related Compliance
Certificate required pursuant to Section 6.02(a) hereof are not received by the
Administrative Agent by the date required, the Applicable Rate shall be determined using
Pricing Level 5 until such time as such financial statements and Compliance Certificate are
received. Notwithstanding the foregoing, the Applicable Rate in effect from and after the
First Amendment Effective Date through the date on which another Pricing Level would
otherwise be in effect based on the receipt of the Borrower’s Compliance Certificate for the
period ending December 31, 2006 shall be Level 2.



     (b) The definition of “Change of Control” set forth in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:




     “Change of Control” means, with respect to any Person, an event or series of
events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d)
of the Exchange Act, but excluding any employee benefit plan of such person or its
subsidiaries, and any person or entity acting in its capacity as trustee, agent or other
fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed
to have “beneficial ownership” of all securities that such person or group has the right to
acquire (such right, an “option right”), whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of 50% or more of
the equity securities of such Person entitled to vote for members of the board of directors
or equivalent governing body of such Person on a fully-diluted basis (and taking into
account all such securities that such person or group has the right to acquire pursuant to
any option right).



     (c) The definition of “Letter of Credit Sublimit” set forth in Section 1.01 of
the Credit Agreement is hereby amended to read as follows:




     “Letter of Credit Sublimit” means an amount equal to the lesser of (a)
$50,000,000 and (b) the Aggregate Revolving Commitments. The Letter of Credit Sublimit is
part of, and not in addition to, the Aggregate Revolving Commitments.



     (d) The definition of “Maturity Date” set forth in Section 1.01 of the Credit
Agreement is hereby amended to read as follows:




     “Maturity Date” means (a) March 16, 2012, or (b) such earlier date upon which
the Revolving Commitments may be terminated in accordance with the terms hereof.



     (e) The definition of “Permitted Liens” set forth in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:



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     “Permitted Liens” means: (a) Liens (if any) granted in favor of the Lenders to
secure payment of the Obligations and other Indebtedness of the Borrower specifically
approved by the Lenders in writing; (b) pledges or deposits made to secure payment of
worker’s compensation (or to participate in any fund in connection with worker’s
compensation), unemployment insurance, pensions or social security programs, other than any
Lien imposed by ERISA; (c) Liens imposed by mandatory provisions of law such as for
materialmen’s, mechanics, warehousemen’s and other like Liens arising in the ordinary course
of business, securing Indebtedness whose payment is not yet due and payable or if the same
are being contested in good faith and as to which adequate reserves have been provided; (d)
Liens for taxes, assessments and governmental charges or levies imposed upon a Person or
upon such Person’s income or profits or property, if the same are not yet due and payable or
if the same are being contested in good faith and as to which adequate reserves have been
provided; (e) good faith deposits in connection with tenders, leases, real estate bids or
contracts (other than contracts involving the borrowing of money), pledges or deposits to
secure public or statutory obligations, deposits to secure (or in lieu of) surety, stay,
appeal or customs bonds and deposits to secure the payment of taxes, assessments, customs
duties or other similar charges; (f) encumbrances consisting of zoning restrictions,
easements, or other restrictions on the use of real Property, provided that such do not
impair the use of such Property for the uses intended, and none of which is violated by
existing or proposed structures or land use; (g) Liens securing Additional Secured Senior
Debt, (h) Liens against Temporary Cash Investments, to the extent that such Liens secure
short-term indebtedness permitted under Section 7.02(j) hereof; (i) Liens arising by
operation of law in connection with judgments being appealed to the extent such Liens would
not otherwise result in an Event of Default under Section 8.01(j); and (j)
contractual or statutory landlord’s liens arising in the ordinary course of the Borrower’s
or the Subsidiaries’ leasing activities.



     (f) The definition of “Private Placement Debt” set forth in Section 1.01 of
the Credit Agreement is hereby amended to read as follows:




     “Private Placement Debt” means the indebtedness of the Borrower (and Guaranty
of Domestic Subsidiaries) in the aggregate original principal amount of (a) $20,000,000
under its senior notes designated “8.14% Senior Notes Due 2007”, each payable in accordance
with the respective terms of such notes and the Note Agreement entered into with respect
thereto; (b) $30,000,000 under its senior notes designated “7.10% Senior Notes Due January
2, 2008”, each payable in accordance with the respective terms of such notes and the Note
Agreement entered into with respect thereto; (c) $42,500,000 under its senior notes
designated “7.25% Senior Notes Due 2009”, each payable in accordance with the respective
terms of such notes and the Note Agreement entered into with respect thereto; (d)
$40,000,000 under its senior notes designated “6.12% Senior Notes Due December 28, 2015”,
each payable in accordance with the respective terms of such notes and the Note Agreement
entered into with respect thereto; (e) $35,000,000 under its senior notes designated “6.09%
Series A Senior Notes Due December 19, 2016”, each payable in accordance with the respective
terms of such notes and the Note Agreement entered into with respect thereto; and (f)
$25,000,000 under its senior notes designated “6.21% Series A Senior Notes Due December 19,
2021”, each payable in



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accordance with the respective terms of such notes and the Note Agreement entered into
with respect thereto.



     (g) The definition of “Restricted Payment” set forth in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:




     “Restricted Payment” means, collectively, (a) Dividends, and (b) any payment or
prepayment of principal, interest, premium or penalty on any Subordinated Debt or Additional
Unsecured Senior Debt or any defeasance, redemption, purchase, repurchase or other
acquisition or retirement for value, in whole or in part, of any Subordinated Debt or
Additional Unsecured Senior Debt (including, without limitation, the setting aside of assets
or the deposit of funds therefor).



     (h) The definition of “Subordinated Debt” set forth in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:




     “Subordinated Debt” means any Indebtedness of the Borrower or any Subsidiary
which (a) is subordinated to the Obligations at all times and (b) does not contain any More
Restrictive Covenants.



     (i) The definition of “Swing Line Sublimit” set forth in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:




     “Swing Line Sublimit” means an amount equal to the lesser of (a) $15,000,000
and (b) the Aggregate Revolving Commitments. The Swing Line Sublimit is part of, and not in
addition to, the Aggregate Revolving Commitments.



     (j) Section 1.01 of the Credit Agreement is hereby amended by deleting the defined
term “Cashland Seller Note” and by adding the defined terms “Additional Secured Senior
Debt”, “Additional Unsecured Senior Debt”, “Applicable Period”, “Assumed
Indebtedness”, “First Amendment”, “First Amendment Effective Date”,
“Foreign Acquisitions”, “Foreign Loans”, “Increase Effective Date” and
“More Restrictive Covenant” thereto in alphabetical order to read as follows:




     “Additional Secured Senior Debt” means any Indebtedness of the Borrower,
including purchase money Indebtedness, Capitalized Leases, Assumed Indebtedness, and other
Indebtedness, which is secured by a Lien, provided the aggregate amount of such Indebtedness
secured by Liens and outstanding from time to time does not exceed 15% of Net Worth.




     “Additional Unsecured Senior Debt” means any Indebtedness of the Borrower
(other than Subordinated Debt) incurred or issued after the First Amendment Effective Date
which (a) is not secured, directly or indirectly, or in whole or in part, by a Lien, and (b)
does not contain any More Restrictive Covenants.




     “Applicable Period” has the meaning specified in the last paragraph of the
definition of “Applicable Rate”.



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     “Assumed Indebtedness” means Indebtedness assumed in Acquisitions permitted
pursuant to Section 7.03(f).




     “First Amendment” means that certain First Amendment to Credit Agreement, dated
as of March 16, 2007, among the Borrower, the Lenders, and the Administrative Agent.




     “First Amendment Effective Date” means the date that all of the conditions to
effectiveness set forth in Section 3 of the First Amendment have been satisfied.




     “Foreign Acquisitions” means any Acquisition by the Borrower or any Subsidiary
of assets or entities which are located or organized outside the United States pursuant to
Section 7.03(f).




     “Foreign Loans” means intercompany loans and advances by the Borrower or any
Domestic Subsidiary to a Foreign Subsidiary.




     “Increase Effective Date” has the meaning specified in Section 2.14(d)
hereof.




     “More Restrictive Covenant” means any negative covenant or similar restriction
applicable to the Borrower or any Subsidiary (regardless of whether such provision is
labeled or otherwise characterized as a covenant), the subject matter of which is similar to
the covenants set forth in Article VII of this Agreement or related to definitions
in Article I of this Agreement, but which contains one or more percentages, ratios,
amounts or formulas that is more restrictive than those set forth herein or more beneficial
to the holder or holders of the Indebtedness created or evidenced by the document in which
such covenant or similar restriction is contained than to the Lenders hereunder.



     (k) Article II of the Credit Agreement is hereby amended to add a new Section
2.14 to read as follows:




     2.14 Increase in Revolving Commitments.




     (a) Request for Increase. Provided there exists no Default or Event of
Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders),
the Borrower may from time to time, request an increase in the Aggregate Revolving
Commitments by an amount (for all such requests) not exceeding $50,000,000; provided
that (i) any such request for an increase shall be in a minimum amount of $10,000,000, and
(ii) the Borrower may make a maximum of three such requests. At the time of sending such
notice, the Borrower (in consultation with the Administrative Agent) shall specify the time
period within which each Lender is requested to respond (which shall in no event be less
than ten Business Days from the date of delivery of such notice to the Lenders).




     (b) Lender Elections to Increase. Each Lender shall notify the Administrative
Agent within such time period whether or not it agrees to increase its Revolving Commitment
and, if so, whether by an amount equal to, greater than, or less than its Pro



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Rata Share of such requested increase. Any Lender not responding within such time
period shall be deemed to have declined to increase its Revolving Commitment.




     (c) Notification by Administrative Agent; Additional Lenders. The
Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to
each request made hereunder. To achieve the full amount of a requested increase and subject
to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which
approvals shall not be unreasonably withheld), the Borrower may also invite additional
Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance
satisfactory to the Administrative Agent and its counsel.




     (d) Effective Date and Allocations. If the Aggregate Revolving Commitments are
increased in accordance with this Section 2.14, the Administrative Agent and the
Borrower shall determine the effective date (the “Increase Effective Date”) and the
final allocation of such increase. The Administrative Agent shall promptly notify the
Borrower and the Lenders of the final allocation of such increase and the Increase Effective
Date.




     (e) Conditions to Effectiveness of Increase. As a condition precedent to such
increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan
Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed
by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions
adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of
the Borrower, certifying that, before and after giving effect to such increase, (A) the
representations and warranties contained in Article V and the other Loan Documents
are true and correct on and as of the Increase Effective Date, except to the extent that
such representations and warranties specifically refer to an earlier date, in which case
they are true and correct as of such earlier date, and except that for purposes of this
Section 2.14, the representations and warranties contained in Section
5.05(a) shall be deemed to refer to the most recent statements furnished pursuant to
Section 6.01(a), and (B) no Default or Event of Default exists. The Borrower shall
prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any
additional amounts required pursuant to Section 3.05 hereof) to the extent necessary
to keep the outstanding Revolving Loans ratable with any revised Pro Rata Shares arising
from any nonratable increase in the Revolving Commitments under this Section 2.14.




     (f) Conflicting Provisions. This Section shall supersede any provisions in
Section 2.13 or 10.01 to the contrary.



     (l) Section 6.17 of the Credit Agreement is hereby deleted.



     (m) Section 7.01 of the Credit Agreement is hereby amended to read as follows:




     7.01 Liens. The Borrower shall not, and shall not permit any Subsidiary to, create,
incur, assume or suffer to exist, any Lien upon any of its property, assets or revenues,
whether now owned or hereafter acquired, other than Permitted Liens. The



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Borrower shall not, and shall not permit any Subsidiary to, become subject to a
Negative Pledge Agreement except (a) pursuant to the Private Placement Debt, (b) pursuant to
any Additional Unsecured Senior Debt permitted by Section 7.01(p), (c) pursuant to
any Additional Secured Senior Debt permitted by Section 7.02(q) so long as such
negative pledge relates to property financed by or the subject of such Indebtedness, (d)
constituting customary provisions restricting subletting or assignment of any leases of the
Borrower or any Subsidiary or provisions in agreements that restrict the assignment of such
agreement or any rights thereunder, (e) constituting restrictions on the sale or other
disposition of any property securing Indebtedness as a result of a Lien on such property
permitted hereunder, (f) constituting customary restrictions on cash, other deposits or
assets imposed by customers and other persons under contract entered into in the ordinary
course of business, (g) constituting any restriction or condition with respect to property
under an agreement that has been entered into for the disposition of such property, provided
that such disposition is otherwise permitted hereunder, or (h) constituting any restriction
or condition with respect to property under a charter, lease, license or other agreement
that has been entered into for the employment of such property.



     (n) Section 7.02 of the Credit Agreement is hereby amended to read as follows:




     7.02 Indebtedness. The Borrower shall not, and shall not permit any Subsidiary to,
incur, create, contract, waive, assume, have outstanding, guarantee or otherwise be or
become liable, directly or indirectly, in respect of any Indebtedness, except for




     (a) the Obligations arising out of or in connection with this Agreement and the other
Loan Documents,




     (b) current liabilities for taxes and assessments incurred in the ordinary course of
business, and other liabilities for unpaid taxes being contested in good faith by the
Borrower or any Subsidiary for which sufficient reserves have been established,




     (c) current amounts payable or accrued for other claims (other than for borrowed funds
or purchase money obligations) incurred in the ordinary course of business, provided
that all such liabilities, accounts and claims shall be promptly paid and discharged when
due or in conformity with customary trade terms, except for those being contested in good
faith by the Borrower or a Subsidiary for which sufficient reserves have been established,




     (d) contingent liabilities resulting from the endorsement of negotiable instruments in
the ordinary course of business,




     (e) intercompany loans and advances, provided that the aggregate amount of
outstanding Foreign Loans after the Closing Date, together with Investments in Capital Stock
of Foreign Subsidiaries made after the Closing Date pursuant to Section 7.03(c)



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and Foreign Acquisitions made after the Closing Date pursuant to Section
7.03(f), shall not exceed 12.5% of Net Worth at any time;




     (f) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or
arising under any Interest Rate Protection Agreement, provided that (i) such
obligations are (or were) entered into by such Person in the ordinary course of business for
the purpose of directly mitigating risks associated with liabilities, commitments,
investments, assets, or property held or reasonably anticipated by such Person, or changes
in the value of securities issued by such Person and not for purposes of speculation; and
(ii) such Interest Rate Protection Agreement does not contain any provision exonerating the
non-defaulting party from its obligation to make payments on outstanding transactions to the
defaulting party,




     (g) Guaranty Obligations permitted under Section 7.17 hereof,




     (h) the Private Placement Debt,




     (i) with respect to Temporary Cash Investments, short term Indebtedness not
constituting “margin loans” and not exceeding $5,000,000 at any time in the aggregate owed
by the Borrower or a Consolidated Subsidiary to the broker or investment firm which is
holding assets for the account of the Borrower or a Consolidated Subsidiary, but only to the
extent that such Indebtedness is to be repaid, in the ordinary course of business, by the
collection or liquidation of such assets at the maturity of such assets,




     (j) intercompany payables for the purchase of goods and services in the ordinary course
of business,




     (k) Guaranty Obligations of the Borrower and the Subsidiaries in respect of
Indebtedness otherwise permitted under this Section 7.02,




     (l) intercompany loans and advances among Foreign Subsidiaries,




     (m) obligations in respect of earnout or similar payments payable in cash or which may
be payable in cash at the seller’s or obligee’s option;




     (n) surety bonds delivered by the Borrower or any Subsidiary in the ordinary course of
business.




     (o) Subordinated Debt, provided that (i) prior to the issuance thereof, the
Borrower has delivered to the Administrative Agent a Compliance Certificate which indicates
that on a pro forma basis after taking into account the issuance of such Subordinated Debt
and the use of the proceeds thereof, there shall occur no Default or Event of Default, and
(ii) such Indebtedness shall not have any scheduled amortization or mandatory prepayments or
obligations to repurchase or redeem prior to thirty days after the Maturity Date,



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     (p) Additional Unsecured Senior Debt of the Borrower, provided that (i) prior
to the incurrence thereof, the Borrower has delivered to the Administrative Agent a
Compliance Certificate which indicates that on a pro forma basis after taking into account
the incurrence of such Additional Unsecured Senior Debt and the use of the proceeds thereof,
there shall occur no Default or Event of Default, and (ii) such Indebtedness shall not have
any scheduled amortization or mandatory prepayments or obligations to repurchase or redeem
prior to thirty days after the Maturity Date (except as otherwise permitted pursuant to
Section 7.06(b)(iv)), and




     (q) Additional Secured Senior Debt not to exceed 15% of Net Worth in aggregate
principal amount.



     (o) Section 7.03 of the Credit Agreement is hereby amended to read as follows:




     7.03 Investments. The Borrower shall not, and shall not permit any Subsidiary to, make
or have outstanding Investments in or to any Person, except for




     (a) pawn transactions, pawn loans and other short-term consumer loans in the ordinary
course of its day to day business,




     (b) ownership of Capital Stock of Domestic Subsidiaries which, promptly after the
formation or acquisition thereof, execute a Guaranty,




     (c) ownership of Capital Stock of Foreign Subsidiaries, provided that the
aggregate amount of such Investments and Foreign Acquisitions made after the Closing Date,
and the aggregate amount of outstanding Foreign Loans, shall not exceed 12.5% of Net Worth
in aggregate amount at any time,




     (d) Temporary Cash Investments and such other “cash equivalent” investments as the
Required Lenders may from time to time approve,




     (e) Investments for the purchase of real estate, provided that (x) such Investments
shall only be for the purpose of operating one or more of the types of business permitted
under clauses (a) through (c) of Section 5.19 located or to be located on such real
estate, (y) the cumulative amount of such Investments made after the Closing Date, shall not
exceed $15,000,000, and (z) clause (y) immediately preceding notwithstanding, the maximum
amount of such Investments made for the purchase of real estate where one or more of the
types of business permitted under clauses (a) through (c) of Section 5.19 are not
existing thereon at the time of such purchase or cannot reasonably be expected to be
established thereon within twelve months following such purchase, shall not exceed
$7,500,000;




     (f) Acquisitions, provided (i) at time of such Acquisition and after giving
effect thereto, no Default or Event of Default shall exist, (ii) the assets, property or
business being acquired shall be in one or more of the types of businesses described in
clauses (a) through (c) of Section 5.19 hereof, (iii) such Acquisition shall not be
opposed



9









 







by the board of directors (or other governing body) of the Person being acquired, (iv)
promptly upon becoming available and in any event within five (5) days prior to any proposed
Acquisition for which the aggregate Acquisition Consideration for such Acquisition is equal
to or greater than $15,000,000, the Administrative Agent shall have received a pro forma
Compliance Certificate setting forth the covenant calculations both immediately prior to and
after giving effect to the proposed Acquisition and certifying that no Default or Event of
Default exists or would occur as a result therefrom, (v) if immediately prior to or
immediately after such Acquisition and after giving effect thereto, the Leverage Ratio is
greater than or equal to 2.25 to 1.00, the Acquisition Consideration for any single
Acquisition shall not exceed 20% of Net Worth as of the most recent fiscal quarter
immediately preceding the Acquisition without the Required Lenders approval, (vi)
immediately after such Acquisition, the Aggregate Revolving Commitments exceed the
Outstanding Amount of Loans and L/C Obligations by at least $15,000,000, and (vii) the
aggregate amount of Foreign Acquisitions made after the Closing Date, together with the
Investments in Capital Stock of Foreign Subsidiaries made after the Closing Date and the
aggregate amount of outstanding Foreign Loans, shall not exceed 12.5% of Net Worth at any
time;




     (g) Investments after the Closing Date by the Borrower in Domestic Subsidiaries,




     (h) intercompany receivables as a result of the transfer of goods and property in the
ordinary course of business,




     (i) other Investments permitted under Section 7.04 hereof,




     (j) Investments in existence as of the Closing Date, (including existing loans to
officers of the Borrower and Subsidiaries for the purchase of Capital Stock of the Borrower
to the extent not otherwise prohibited by Applicable Law), and listed on Schedule
7.03(j),




     (k) the Existing Foreign Investments; and




     (l) other Investments in activities directly related to the types of business permitted
under Section 5.19 hereof, provided that the aggregate amount of such Investments
shall not exceed $7,500,000 in aggregate amount at any time.



     (p) Section 7.06 of the Credit Agreement is hereby amended to read as follows:




     7.06 Restricted Payments. The Borrower shall not, and shall not permit any Subsidiary
to, directly or indirectly pay any Restricted Payment; provided, however,
(a) any Subsidiary may declare and pay Dividends to or for the benefit of the Borrower or
any Guarantor, and (b) the Borrower may (i) make regularly scheduled interest payments on
Subordinated Debt and Additional Unsecured Senior Debt, (ii) declare Dividends (including
the repurchase of Capital Stock of the Borrower), (iii) make regularly scheduled principal
payments on Subordinated Debt in existence as of the Closing Date,



10









 







in both cases of clauses (ii) and (iii) hereof taken together in an aggregate amount
not to exceed the sum of (A) $16,500,000 plus (B) 50% of cumulative Net Income after
the Closing Date, and (iv) make regularly scheduled principal payments on Subordinated Debt
issued or incurred after the First Amendment Effective Date and Additional Unsecured Senior
Debt in an aggregate amount not to exceed $10,000,000; provided, further,
the Borrower shall make no Restricted Payments unless there shall exist no Default or Event
of Default prior to or after giving effect to any proposed Restricted Payment.



     (q) Section 7.13 of the Credit Agreement is hereby amended to read as follows:




     7.13 Amendment of Subordinated Debt and Additional Unsecured Senior Debt. The Borrower
shall not, and shall not permit any Subsidiary to, change or amend (or take any action or
fail to take any action the result of which is an effective amendment or change) or accept
any waiver or consent with respect to, any document, instrument, or agreement relating to
any Subordinated Debt or any Additional Unsecured Senior Debt that would result in (a) an
increase in the principal, interest, overdue interest, fees or other amounts payable under
any Subordinated Debt, (b) an acceleration in any date fixed for payment or prepayment of
principal, interest, fees or other amounts payable under any Subordinated Debt or any
Additional Unsecured Senior Debt (including, without limitation, as a result of any
redemption), (c) a change in any of the subordination provisions of any Subordinated Debt,
(d) a change in any defined term, covenant, term or provision in any Subordinated Debt or
any Additional Unsecured Senior Debt which would result in such Subordinated Debt or
Additional Unsecured Senior Debt containing a More Restrictive Covenant, or (e) a change in
any term or provision of any Subordinated Debt or any Additional Unsecured Senior Debt that
could reasonably be expected to have a material adverse effect on the interest of the
Lenders.



     (r) Section 7.15 of the Credit Agreement is hereby amended to read as follows:



     7.15 Alteration of Material Agreements. The Borrower will not, and will not permit any
Subsidiary to, consent to or permit any alterations, amendments, modifications, releases,
waivers or terminations of any material agreement to which it is a party, including but not
limited to the Note Agreements, the Private Placement Debt and the Additional Unsecured
Senior Debt, if such alterations, amendments, modifications, releases, waivers or
terminations would have a Material Adverse Effect.



     (s) Section 7.17 of the Credit Agreement is hereby amended to read as follows:




     7.17 Guaranties. The Borrower will not, and will not permit any Subsidiary to, become
or be liable in respect of any Guaranty Obligation, except for (i) the Guaranty, (ii)
guaranties of Indebtedness to extent such Indebtedness is permitted pursuant to Section
7.02 hereof), (iii) guaranties of financial commitments or obligations of its customers
in the ordinary course of business, and (iv) additional limited guaranties of the Borrower,
provided that the aggregate Indebtedness guaranteed by such additional limited
guaranties at any time shall not exceed $10,000,000, and provided further
that



11









 







within five (5) days after the execution of each guaranty by the Borrower for
Indebtedness in excess of $2,500,000, the Borrower shall provide each of the Lenders with a
copy of such executed guaranty.



     (t) Section 7.18(a) of the Credit Agreement is hereby amended to read as follows:




     (a) Maximum Leverage Ratio. The Borrower shall not permit the Leverage Ratio
as of the end of any fiscal quarter of the Borrower to be greater than 3.00 to 1.00.



     (u) Section 7.18(c) of the Credit Agreement is hereby amended to read as follows:




     (c) Minimum Net Worth. The Borrower shall not permit Net Worth to be less than
the sum of (i) $355,763,250, plus (ii) 50% of Net Income (with no deduction for net
losses during any quarterly period) earned after September 30, 2006, plus (iii) 100%
of the Net Proceeds received by the Borrower and its Subsidiaries from the issuance and sale
of Capital Stock of the Borrower or any Subsidiary (other than issuance to the Borrower or a
wholly-owned Subsidiary), including any conversion of debt securities of the Borrower into
such Capital Stock after September 30, 2006.



     (v) Exhibit B to the Credit Agreement is hereby amended to be in the form of
Exhibit B to this First Amendment.



     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 Credit Agreement 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,
the replacement Swing Line Note payable to the order of Swing Line Lender (the “Swing Line
Note”) (ii) this First Amendment and the Swing Line Note have been duly executed and delivered
by the Borrower, and (iii) this First Amendment, the Swing Line Note and the Credit Agreement, 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;



     (d) neither the execution, delivery and performance of this First Amendment, the Swing Line
Note, or the Credit Agreement, as amended hereby, nor the consummation of any transactions
contemplated herein or therein, will conflict with any Law or Organization



12









 







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 the Swing Line Note, or (ii) the
acknowledgement by each Guarantor of this First Amendment.



     3. CONDITIONS TO EFFECTIVENESS. This First Amendment shall be effective (and the
revisions to the definition of “Applicable Rate” set forth in Section 1(a) hereof will go
into effect) upon satisfaction or completion of the following:



     (a) the Administrative Agent shall have received counterparts of this First Amendment executed
by all of the 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 and the Swing Line Note;



     (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;



     (e) the Administrative Agent shall have received a duly executed Swing Line Note;



     (f) the Administrative Agent shall have received payment of all fees due and payable pursuant
to the fee letter, dated as of December 5, 2006, between the Administrative Agent and the Borrower;
and



     (g) 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 CREDIT AGREEMENT.



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



     (b) The Credit Agreement, 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,



13









 







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).



     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 (i) 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 CREDIT AGREEMENT, 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.

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



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	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Administrative Agent

 	 
	 	By:  	/s/ Dan T. Brown
 	 
	 	 	Dan T. Brown 	 
	 	 	Vice President 	 
	 
	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as an L/C Issuer, a Lender and 

Swing Line Lender

 	 
	 	By:  	/s/ Dan T. Brown
 	 
	 	 	Dan T. Brown 	 
	 	 	Vice President 	 



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	 	JPMORGAN CHASE BANK, N.A., as

Syndication Agent and a Lender

 	 
	 	By:  	/s/ Ashley W. Brown
 	 
	 	 	Name:  	Ashley W. Brown 	 
	 	 	Title:  	Vice President 	 



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	 	U. S. BANK NATIONAL ASSOCIATION, as a

Co-Documentation Agent and a Lender

 	 
	 	By:  	/s/ Kevin S. McFadden
 	 
	 	 	Name:  	Kevin S. McFadden 	 
	 	 	Title:  	Vice President 	 



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	 	KEYBANK NATIONAL ASSOCIATION, as a 

Co-Documentation Agent and a Lender

 	 
	 	By:  	/s/ Joanne K. Bramanti
 	 
	 	 	Name:  	Joanne K. Bramanti 	 
	 	 	Title:  	Senior Vice President 	 



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	 	UNION BANK OF CALIFORNIA, N.A., as a 

Co-Documentation Agent and a Lender

 	 
	 	By:  	/s/ Albert W. Kelley
 	 
	 	 	Name:  	Albert W. Kelley 	 
	 	 	Title:  	Vice President 	 



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	 	THE HUNTINGTON NATIONAL BANK, as a Lender

 	 
	 	By:  	/s/ Cheryl L. Razor
 	 
	 	 	Name:  	Cheryl L. Razor 	 
	 	 	Title:  	Assistant Vice President 	 



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	 	FIRST TENNESSEE BANK NATIONAL

ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Stephen R. Deaton
 	 
	 	 	Name:  	Stephen R. Deaton 	 
	 	 	Title:  	Senior Vice President 	 



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	 	AMEGY BANK, N.A., as a Lender

 	 
	 	By:  	/s/ Melinda N. Jackson
 	 
	 	 	Name:  	Melinda N. Jackson 	 
	 	 	Title:  	Senior Vice President 	 



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

 	 
	 	By:  	/s/ James E. Sangster
 	 
	 	 	Name:  	James. E. Sangster 	 
	 	 	Title:  	Senior Vice President 	 



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

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



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	 	ACKNOWLEDGED AND AGREED TO:



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 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.

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



26









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 LOUISIANA, LLC

CASH AMERICA NET OF MICHIGAN, LLC

CASH AMERICA NET OF MINNESOTA, 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 PA, LLC

CASH AMERICA NET OF PENNSYLVANIA, 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

CASHNETUSA CO, LLC

CASHNETUSA OR, LLC

THE CHECK GIANT NM, LLC,

by their Manager, CASH AMERICA NET HOLDINGS, LLC

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



27









 






	 	 	 	 	 



	 	 	 	 	 
	 	CASH AMERICA NET HOLDINGS, LLC

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



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	 	CASH AMERICA, INC. OF COLORADO

 	 
	 	By:  	/s/ David J. Clay
 	 
	 	 	David J. Clay 	 
	 	 	Treasurer 	 



29