exv10w1



 





EXHIBIT 10.1




 





CASH AMERICA INTERNATIONAL, INC.




 






NOTE PURCHASE AGREEMENT

 






$35,000,000 6.09% Series A Senior Notes due December 19, 2016

$25,000,000 6.21% Series B Senior Notes due December 19, 2021




Dated December 19, 2006




 






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1. AUTHORIZATION OF NOTES
	 	 	1	 
	 
	 	 	 	 
	2. SALE AND PURCHASE OF NOTES
	 	 	1	 
	 
	 	 	 	 
	3. CLOSING
	 	 	1	 
	 
	 	 	 	 
	4. CONDITIONS TO CLOSING
	 	 	2	 
	4.1. Representations and Warranties
	 	 	2	 
	4.2. Performance; No Default
	 	 	2	 
	4.3. Compliance Certificates
	 	 	2	 
	4.4. Opinions of Counsel
	 	 	3	 
	4.5. Purchase Permitted By Applicable Law, etc
	 	 	3	 
	4.6. Sale of Other Notes
	 	 	3	 
	4.7. Payment of Special Counsel Fees
	 	 	3	 
	4.8. Private Placement Number
	 	 	3	 
	4.9. Changes in Corporate Structure
	 	 	3	 
	4.10. Funding Instructions
	 	 	4	 
	4.11. Loan Documents
	 	 	4	 
	4.12. Proceedings and Documents
	 	 	4	 
	4.13. Existing Bank Loan Agreement
	 	 	4	 
	 
	 	 	 	 
	5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
	 	 	4	 
	5.1. Organization; Power and Authority
	 	 	5	 
	5.2. Authorization, etc
	 	 	5	 
	5.3. Disclosure
	 	 	5	 
	5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates
	 	 	6	 
	5.5. Financial Statements; Material Liabilities
	 	 	6	 
	5.6. Compliance with Laws, Other Instruments, etc
	 	 	7	 
	5.7. Governmental Authorizations, etc
	 	 	7	 
	5.8. Litigation; Observance of Agreements, Statutes and Orders
	 	 	7	 
	5.9. Taxes
	 	 	7	 
	5.10. Title to Property; Leases
	 	 	8	 
	5.11. Licenses, Permits, etc
	 	 	8	 
	5.12. Compliance with ERISA
	 	 	8	 
	5.13. Private Offering by the Company
	 	 	9	 
	5.14. Use of Proceeds; Margin Regulations
	 	 	9	 
	5.15. Existing Indebtedness; Liens
	 	 	10	 
	5.16. Foreign Assets Control Regulations, etc
	 	 	10	 
	5.17. Status under Certain Statutes
	 	 	11	 
	5.18. Environmental Matters
	 	 	11	 
	 
	 	 	 	 
	6. REPRESENTATIONS OF THE PURCHASERS
	 	 	12	 
	6.1. Purchase for Investment
	 	 	12	 
	6.2. Source of Funds
	 	 	12	 
	 
	 	 	 	 
	7. INFORMATION AS TO COMPANY
	 	 	13	 
	7.1. Financial and Business Information
	 	 	13	 
	7.2. Officer’s Certificate
	 	 	16	 






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TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page	 
	7.3. Visitation
	 	 	17	 
	 
	 	 	 	 
	8. PAYMENT AND PREPAYMENT OF THE NOTES
	 	 	17	 
	8.1. Required Prepayments
	 	 	17	 
	8.2. Optional Prepayments with Make-Whole Amount
	 	 	18	 
	8.3. Allocation of Partial Prepayments
	 	 	18	 
	8.4. Maturity; Surrender, etc
	 	 	18	 
	8.5. Purchase of Notes
	 	 	19	 
	8.6. Make-Whole Amount
	 	 	19	 
	8.7. Offer to Prepay Upon Disposition of Certain Assets
	 	 	20	 
	8.8. Change in Control
	 	 	21	 
	 
	 	 	 	 
	9. AFFIRMATIVE COVENANTS
	 	 	23	 
	9.1. Compliance with Law
	 	 	23	 
	9.2. Insurance
	 	 	24	 
	9.3. Maintenance of Properties
	 	 	24	 
	9.4. Payment of Taxes and Claims
	 	 	24	 
	9.5. Corporate Existence, etc
	 	 	24	 
	9.6. Books and Records
	 	 	25	 
	9.7. Compliance with Loan Documents
	 	 	25	 
	 
	 	 	 	 
	10. NEGATIVE COVENANTS
	 	 	25	 
	10.1. Transactions with Affiliates
	 	 	25	 
	10.2. Merger, Consolidation, Disposition of Properties, etc
	 	 	25	 
	10.3. Line of Business
	 	 	26	 
	10.4. Terrorism Sanctions Regulations
	 	 	26	 
	10.5. Liens
	 	 	27	 
	10.6. Consolidated Indebtedness for Money Borrowed
	 	 	27	 
	10.7. Fixed Charge Coverage
	 	 	27	 
	10.8. Limitation on Subsidiary Indebtedness
	 	 	27	 
	10.9. Limitation on Acquisition of New Subsidiaries
	 	 	27	 
	10.10. Consolidated Net Worth
	 	 	30	 
	 
	 	 	 	 
	11. EVENTS OF DEFAULT
	 	 	30	 
	 
	 	 	 	 
	12. REMEDIES ON DEFAULT, ETC
	 	 	32	 
	12.1. Acceleration
	 	 	32	 
	12.2. Other Remedies
	 	 	33	 
	12.3. Rescission
	 	 	33	 
	12.4. No Waivers or Election of Remedies, Expenses, etc
	 	 	33	 
	 
	 	 	 	 
	13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES
	 	 	34	 
	13.1. Registration of Notes
	 	 	34	 
	13.2. Transfer and Exchange of Notes
	 	 	34	 
	13.3. Replacement of Notes
	 	 	34	 
	 
	 	 	 	 
	14. PAYMENTS ON NOTES
	 	 	35	 
	14.1. Place of Payment
	 	 	35	 






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TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page	 
	14.2. Home Office Payment
	 	 	35	 
	 
	 	 	 	 
	15. EXPENSES, ETC
	 	 	36	 
	15.1. Transaction Expenses
	 	 	36	 
	15.2. Survival
	 	 	36	 
	 
	 	 	 	 
	16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT
	 	 	36	 
	 
	 	 	 	 
	17. AMENDMENT AND WAIVER
	 	 	37	 
	17.1. Requirements
	 	 	37	 
	17.2. Solicitation of Holders of Notes
	 	 	37	 
	17.3. Binding Effect, etc
	 	 	37	 
	17.4. Notes Held by Company, etc
	 	 	38	 
	 
	 	 	 	 
	18. NOTICES
	 	 	38	 
	 
	 	 	 	 
	19. REPRODUCTION OF DOCUMENTS
	 	 	38	 
	 
	 	 	 	 
	20. CONFIDENTIAL INFORMATION
	 	 	39	 
	 
	 	 	 	 
	21. SUBSTITUTION OF PURCHASER
	 	 	40	 
	 
	 	 	 	 
	22. MISCELLANEOUS
	 	 	40	 
	22.1. Successors and Assigns
	 	 	40	 
	22.2. Payments Due on Non-Business Days
	 	 	40	 
	22.3. Interest
	 	 	40	 
	22.4. Accounting Terms
	 	 	41	 
	22.5. Severability
	 	 	42	 
	22.6. Construction, etc
	 	 	42	 
	22.7. Counterparts
	 	 	42	 
	22.8. Governing Law
	 	 	42	 
	22.9. Jurisdiction and Process; Waiver of Jury Trial
	 	 	42	 
	22.10. Indemnification
	 	 	43	 
	22.11. Survival of Indemnities, etc
	 	 	44	 







iii









 








Schedules and Exhibits




	 	 	 	 	 
	Schedule A
	 	—	 	Information Relating to Purchasers
	Schedule B
	 	—	 	Defined Terms
	 
	 	 	 	 
	Schedule 5.3
	 	—	 	Disclosure Materials
	Schedule 5.4
	 	—	 	Subsidiaries of the Company and Ownership of Subsidiary Stock
	Schedule 5.5
	 	—	 	Financial Statements
	Schedule 5.15
	 	—	 	Existing Indebtedness
	Schedule 10.5
	 	—	 	Permitted Liens
	 
	 	 	 	 
	Exhibit 1A
	 	—	 	Form of 6.09% Series A Senior Note due December 19, 2016
	Exhibit 1B
	 	—	 	Form of 6.21% Series B Senior Note due December 19, 2021
	 
	 	 	 	 
	Exhibit 2
	 	—	 	Form of Joint and Several Guaranty
	 
	 	 	 	 
	Exhibit 3
	 	—	 	Form of Subrogation and Contribution Agreement
	 
	 	 	 	 
	Exhibit 4.4(a)
	 	—	 	Opinion of Special Counsel for the Loan Parties
	Exhibit 4.4(b)
	 	—	 	Opinion of General Counsel for the Loan Parties
	Exhibit 4.4(c)
	 	—	 	Opinion of Special Counsel for the Purchasers







 









 








CASH AMERICA INTERNATIONAL, INC.




1600 West 7th Street, Fort Worth, Texas 76102-2599




$35,000,000 6.09% Series A Senior Notes due December 19, 2016

$25,000,000 6.21% Series B Senior Notes due December 19, 2021




December 19, 2006




To each of the Purchasers

listed in Schedule A hereto:



Ladies and Gentlemen:




     Cash America International, Inc., a Texas corporation (the “Company”), agrees with each of the
purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the
“Purchasers”) as follows:



1. AUTHORIZATION OF NOTES.




     The Company will authorize the issue and sale of (i) $35,000,000 aggregate principal amount of
its 6.09% Series A Senior Notes due December 19, 2016 (the “Series A Notes”, such term to include
any such notes issued in substitution therefor pursuant to Section 13) and (ii) $25,000,000
aggregate principal amount of its 6.21% Series B Senior Notes due December 19, 2021 (the “Series B
Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 13,
and, together with the Series A Notes, collectively, the “Notes”). The Series A Notes and the
Series B Notes shall be substantially in the forms set out in Exhibit 1A and Exhibit 1B,
respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule
B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or
an Exhibit attached to this Agreement.



2. SALE AND PURCHASE OF NOTES.




     Subject to the terms and conditions of this Agreement, the Company will issue and sell to each
Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section
3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the
purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are
several and not joint obligations and no Purchaser shall have any liability to any Person for the
performance or non-performance of any obligation by any other Purchaser hereunder.



3. CLOSING.




     The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the
offices of Bingham McCutchen LLP, at 399 Park Avenue, New York, NY 10022, at 10:00 a.m., New York
time, at a closing (the “Closing”) on December 19, 2006 or on such other Business Day thereafter on
or prior to December 19, 2006 as may be agreed upon by the Company and the



 









 







Purchasers. At the Closing the Company will deliver to each Purchaser the Notes to be
purchased by such Purchaser in the form of a single Note (or such greater number of Notes in
denominations of at least $500,000 as such Purchaser may request) dated the date of the Closing and
registered in such Purchaser’s name (or in the name of its nominee), against delivery by such
Purchaser to the Company or its order of immediately available funds in the amount of the purchase
price therefor by wire transfer of immediately available funds for the account of the Company to
account number 4761053503 at Wells Fargo Bank, National Association, Fort Worth, Texas, ABA number
121000248. If at the Closing the Company shall fail to tender such Notes to any Purchaser as
provided above in this Section 3, or any of the conditions specified in Section 4 shall not have
been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved
of all further obligations under this Agreement, without thereby waiving any rights such Purchaser
may have by reason of such failure or such nonfulfillment.



4. CONDITIONS TO CLOSING.




     Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at
the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the
Closing, of the following conditions:



     4.1. Representations and Warranties.



     The representations and warranties of the Loan Parties in this Agreement and the other Loan
Documents shall be correct when made and at the time of the Closing.



     4.2.
Performance; No Default.



     The Loan Parties shall have performed and complied with all agreements and conditions
contained in this Agreement and the other Loan Documents required to be performed or complied with
by them prior to or at the Closing and after giving effect to the issue and sale of the Notes (and
the application of the proceeds thereof as contemplated by Section 5.14) no Default or Event of
Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have
entered into any transaction since the date of the Memorandum that would have been prohibited by
Sections 10.1, 10.3, 10.4, 10.5 or 10.8 had such Sections applied since such date.



     4.3. Compliance Certificates.




     (a) Officer’s Certificate. The Company shall have delivered to such Purchaser
an Officer’s Certificate, dated the date of the Closing and satisfactory in form and
substance to the Purchasers, certifying that the conditions specified in Sections 4.1, 4.2
and 4.9 have been fulfilled.




     (b) Secretary’s Certificate. Each Loan Party shall have delivered to such
Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing
and satisfactory in form and substance to the Purchasers, certifying as to the resolutions
attached thereto and other corporate proceedings relating to the authorization, execution
and delivery of the Loan Documents.



2









 





     4.4. Opinions of Counsel.



     Such Purchaser shall have received opinions in form and substance satisfactory to such
Purchaser, dated the date of the Closing (a) from Jenkens & Gilchrist, a Professional Corporation,
special counsel for the Loan Parties, substantially in the form of Exhibit 4.4(a) (and the Company
hereby instructs its counsel to deliver such opinion to the Purchasers), (b) from J. Curtis
Linscott, General Counsel to the Loan Parties, substantially in the form of Exhibit 4.4(b) (and the
Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (c) from
Bingham McCutchen LLP, the Purchasers’ special counsel in connection with such transactions,
substantially in the form of Exhibit 4.4(c).



     4.5. Purchase Permitted By Applicable Law, etc.



     On the date of the Closing such Purchaser’s purchase of Notes shall (a) be permitted by the
laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to
provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited
investments by insurance companies without restriction as to the character of the particular
investment, (b) not violate any applicable law or regulation (including, without limitation,
Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject
such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or
regulation, which law or regulation was not in effect on the date hereof. If requested by such
Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such
matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine
whether such purchase is so permitted.



     4.6. Sale of Other Notes.



     Contemporaneously with the Closing the Company shall sell to each other Purchaser and each
other Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in
Schedule A.



     4.7. Payment of Special Counsel Fees.



     Without limiting the provisions of Section 15.1, the Company shall have paid on or before the
Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in
Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least
one Business Day prior to the Closing.



     4.8. Private Placement Number.



     A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation
with the SVO) shall have been obtained for each Series of the Notes.



     4.9. Changes in Corporate Structure.



     The Company shall not have changed its jurisdiction of incorporation or organization, as
applicable, or been a party to any merger or consolidation or succeeded to all or any substantial



3









 







part of the liabilities of any other entity, at any time following the date of the most recent
financial statements referred to in Schedule 5.5.



     4.10. Funding Instructions.



     At least three Business Days prior to the date of the Closing, each Purchaser shall have
received written instructions signed by a Responsible Officer on letterhead of the Company
confirming the information specified in Section 3 including (i) the name and address of the
transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into
which the purchase price for the Notes is to be deposited.



     4.11. Loan Documents.



     Each Guarantor and the Company shall have duly authorized, executed and delivered to the
Purchasers a Joint and Several Guaranty (collectively, as may be amended, supplemented or otherwise
modified from time to time, the “Joint and Several Guaranty”) and a Subrogation and Contribution
Agreement (collectively, as may be amended, supplemented or otherwise modified from time to time,
the “Subrogation and Contribution Agreement”), each dated the date of the Closing, in the forms of
Exhibit 2 and Exhibit 3, respectively. Each other Loan Document shall (a) have been duly
authorized, executed, acknowledged (if appropriate) and delivered by the respective Loan Parties
thereto, (b) be dated the date of the Closing, (c) be in form and substance satisfactory to the
Purchasers and (d) be in full force and effect on the date of the Closing without any default
existing thereunder. A counterpart of each Loan Document executed by the Loan Parties thereto
shall have been delivered to the Purchasers or its special counsel. Each Loan Document shall
constitute the valid and binding obligation of each Loan Party thereto, enforceable against such
Loan Party in accordance with the terms thereof.



     4.12. Proceedings and Documents.



     All corporate and other proceedings in connection with the transactions contemplated by this
Agreement and all documents and instruments incident to such transactions shall be satisfactory to
such Purchaser and its special counsel, and such Purchaser and its special counsel shall have
received all such counterpart originals or certified or other copies of such documents as such
Purchaser or such special counsel may reasonably request.



     4.13. Existing Bank Loan Agreement.



     Each Purchaser shall have received evidence of the consent of the lenders party to the
Existing Bank Loan Agreement to the execution, delivery and performance by the Loan Parties of the
Loan Documents and the consummation of the transactions contemplated thereby.



5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.




     The Company represents and warrants to each Purchaser that:



4









 





     5.1. Organization; Power and Authority.



     The Company and each Subsidiary is a corporation, partnership or limited liability company (as
the case may be) duly organized or formed (as the case may be), validly existing and in good
standing under the laws of its jurisdiction of incorporation or formation (as the case may be), and
is duly qualified as a foreign corporation, partnership or limited liability company (as the case
may be) and is in good standing in each jurisdiction in which such qualification is required by
law, other than those jurisdictions as to which the failure to be so qualified or in good standing
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. The Company and each Subsidiary has the corporate, partnership or limited liability
company power (as the case may be) and authority to own or hold under lease the properties it
purports to own or hold under lease, to transact the business it transacts and proposes to
transact, to execute and deliver the Loan Documents to which it is a party and to perform the
provisions thereof.



     5.2. Authorization, etc.



     The Loan Documents have been duly authorized by all necessary corporate action on the part of
the Loan Parties, and this Agreement constitutes, and upon execution and delivery thereof each Note
and each other Loan Document will constitute, a legal, valid and binding obligation of each Loan
Party a party thereto enforceable against such Loan Party in accordance with its terms, except as
such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii)
general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).



     5.3. Disclosure.



     The Company, through its agent, KeyBanc Capital Markets, a Division of McDonald Investments
Inc., has delivered to each Purchaser a copy of the Offering Memorandum, dated November 2006 (the
“Memorandum”), relating to the transactions contemplated hereby. The Memorandum fairly describes,
in all material respects, the general nature of the business and principal properties of the
Company and its Subsidiaries. This Agreement, the other Loan Documents, the Memorandum and the
documents, certificates or other writings delivered to the Purchasers by or on behalf of the
Company in connection with the transactions contemplated hereby and identified in Schedule 5.3, and
the financial statements listed in Schedule 5.5 (this Agreement, the Memorandum and such documents,
certificates or other writings and such financial statements delivered to each Purchaser prior to
December 5, 2006 being referred to, collectively, as the “Disclosure Documents”), taken as a whole,
do not contain any untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein not misleading in light of the circumstances under which they were
made. Except as disclosed in the Disclosure Documents, since September 30, 2006, there has been no
change in the financial condition, operations, business, properties or prospects of the Company or
any Subsidiary except changes that individually or in the aggregate could not reasonably be
expected to have a Material Adverse Effect. There is no fact known to the Company that could
reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in
the Disclosure Documents.



5









 





     5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates.




     (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of
the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the
jurisdiction of its organization, and the percentage of shares of each class of its capital
stock or similar equity interests outstanding owned by the Company and each other
Subsidiary, (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the
Company’s directors and senior officers.




     (b) All of the outstanding shares of capital stock or similar equity interests of each
Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have
been validly issued, are fully paid and nonassessable and are owned by the Company or
another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule
5.4).




     (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity
duly organized, validly existing and in good standing under the laws of its jurisdiction of
organization, and is duly qualified as a foreign corporation or other legal entity and is in
good standing in each jurisdiction in which such qualification is required by law, other
than those jurisdictions as to which the failure to be so qualified or in good standing
could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own
or hold under lease the properties it purports to own or hold under lease and to transact
the business it transacts and proposes to transact.




     (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory,
contractual or other restriction (other than this Agreement and the other Loan Documents,
the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or
similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits
or make any other similar distributions of profits to the Company or any of its Subsidiaries
that owns outstanding shares of capital stock or similar equity interests of such
Subsidiary.



     5.5. Financial Statements; Material Liabilities.



     The Company has delivered to each Purchaser copies of the financial statements of the Company
and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each
case the related schedules and notes) fairly present in all material respects the consolidated
financial position of the Company and its Subsidiaries as of the respective dates specified in such
Schedule and the consolidated results of their operations and cash flows for the respective periods
so specified and have been prepared in accordance with GAAP consistently applied throughout the
periods involved except as set forth in the notes thereto (subject, in the case of any interim
financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not
have any Material liabilities that are not disclosed on such financial statements or otherwise
disclosed in the Disclosure Documents.



6









 





     5.6. Compliance with Laws, Other Instruments, etc.



     The execution, delivery and performance by the Company of this Agreement and the Notes, and by
each Loan Party of the Loan Documents to which such Loan Party is a party, will not (i) contravene,
result in any breach of, or constitute a default under, or result in the creation of any Lien in
respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of
trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other
agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or
any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with
or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree,
or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any
Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any
Governmental Authority applicable to the Company or any Subsidiary.



     5.7. Governmental Authorizations, etc.



     No consent, approval or authorization of, or registration, filing or declaration with, any
Governmental Authority is required in connection with the execution, delivery or performance by any
of the Loan Parties of any of the Loan Documents.



     5.8. Litigation; Observance of Agreements, Statutes and Orders.




     (a) There are no actions, suits, investigations or proceedings pending or, to the
knowledge of the Company, threatened against or affecting the Company or any Subsidiary or
any property of the Company or any Subsidiary in any court or before any arbitrator of any
kind or before or by any Governmental Authority that, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect.




     (b) Neither the Company nor any Subsidiary is in default under any term of any
agreement or instrument to which it is a party or by which it is bound, or any order,
judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in
violation of any applicable law, ordinance, rule or regulation (including without limitation
Environmental Laws or the USA Patriot Act) of any Governmental Authority, which default or
violation, individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect.



     5.9. Taxes.



     The Company and its Subsidiaries have filed all tax returns that are required to have been
filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and
all other taxes and assessments levied upon them or their properties, assets, income or franchises,
to the extent such taxes and assessments have become due and payable and before they have become
delinquent, except for any taxes and assessments (i) the amount of which is not individually or in
the aggregate Material or (ii) the amount, applicability or validity of which is currently being
contested in good faith by appropriate proceedings and with respect to which the Company or a
Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The
Company knows of no basis for any other tax or assessment that could reasonably be expected to have
a Material Adverse Effect. The charges, accruals and reserves on



7









 







the books of the Company and its Subsidiaries in respect of Federal, state or other taxes for
all fiscal periods are adequate. The Federal income tax liabilities of the Company and its
Subsidiaries have been finally determined (whether by reason of completed audits or the statute of
limitations having run) for all fiscal years up to and including the fiscal year ended December 31,
2002.



     5.10. Title to Property; Leases.



     The Company and its Subsidiaries have good and sufficient title to their respective properties
that individually or in the aggregate are Material, including all such properties reflected in the
most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by
the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the
ordinary course of business), in each case free and clear of Liens prohibited by this Agreement.
All leases that individually or in the aggregate are Material are valid and subsisting and are in
full force and effect in all material respects.



     5.11. Licenses, Permits, etc.




     (a) The Company and its Subsidiaries own or possess all licenses, permits, franchises,
authorizations, patents, copyrights, proprietary software, service marks, trademarks and
trade names, or rights thereto, that individually or in the aggregate are Material, without
known conflict with the rights of others.




     (b) To the best knowledge of the Company, no product of the Company or any of its
Subsidiaries infringes in any material respect on any license, permit, franchise,
authorization, patent, copyright, proprietary software, service mark, trademark, trade name
or other right owned by any other Person.




     (c) To the best knowledge of the Company, there is no Material violation by any Person
of any right of the Company or any of its Subsidiaries with respect to any patent,
copyright, proprietary software, service mark, trademark, trade name or other right owned or
used by the Company or any of its Subsidiaries.



     5.12. Compliance with ERISA.




     (a) The Company and each ERISA Affiliate have operated and administered each Plan in
compliance with all applicable laws except for such instances of noncompliance as have not
resulted in and could not reasonably be expected to result in a Material Adverse Effect.
Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I
or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee
benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has
occurred or exists that could reasonably be expected to result in the incurrence of any such
liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of
the rights, properties or assets of the Company or any ERISA Affiliate, in either case
pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section
401(a)(29) or 412 of the Code or section 4068 of ERISA, other than such liabilities or Liens
as would not be individually or in the aggregate Material.



8









 






     (b) The present value of the aggregate benefit liabilities under each of the Plans
(other than Multiemployer Plans), determined as of the end of such Plan’s most recently
ended plan year on the basis of the actuarial assumptions specified for funding purposes in
such Plan’s most recent actuarial valuation report, did not exceed the aggregate current
value of the assets of such Plan. The term “benefit liabilities” has the meaning specified
in section 4001 of ERISA and the terms “current value” and “present value” have the meaning
specified in section 3 of ERISA.




     (c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and
are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in
respect of Multiemployer Plans that individually or in the aggregate are Material.




     (d) The expected postretirement benefit obligation (determined as of the last day of
the Company’s most recently ended fiscal year in accordance with Financial Accounting
Standards Board Statement No. 106, without regard to liabilities attributable to
continuation coverage mandated by section 4980B of the Code) of the Company and its
Subsidiaries is not Material.




     (e) The execution and delivery of the Loan Documents and the issuance and sale of the
Notes under this Agreement will not involve any transaction that is subject to the
prohibitions of section 406 of ERISA or in connection with which a tax could be imposed
pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Company to
each Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon and
subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources
of the funds used to pay the purchase price of the Notes to be purchased by such Purchaser.



     5.13. Private Offering by the Company.



     Neither the Company nor anyone acting on its behalf has offered the Notes or any similar
securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached
or negotiated in respect thereof with, any person other than the Purchasers and not more than 50
other Institutional Investors (as defined in clause (c) to the definition of such term), each of
which has been offered the Notes at a private sale for investment. Neither the Company nor anyone
acting on its behalf has taken, or will take, any action that would subject the issuance or sale of
the Notes to the registration requirements of Section 5 of the Securities Act or to the
registration requirements of any securities or blue sky laws of any applicable jurisdiction.



     5.14. Use of Proceeds; Margin Regulations.



     The Company will apply the proceeds of the sale of the Notes solely to pay the costs and
expenses described in Section 15.1, to repay Indebtedness of the Company pursuant to the Existing
Bank Loan Agreement and for general corporate purposes. No part of the proceeds from the sale of
the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any
margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve
System (12 CFR 221), or for the purpose of buying or carrying



9









 







or trading in any securities under such circumstances as to involve the Company in a violation
of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of
Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the
value of the consolidated assets of the Company and its Subsidiaries and the Company does not have
any present intention that margin stock will constitute more than 5% of the value of such assets.
As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have
the meanings assigned to them in said Regulation U.



     5.15. Existing Indebtedness; Liens




     (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list
of all outstanding Indebtedness for Borrowed Money of the Company and its Subsidiaries as of
November 30, 2006 (including a description of the obligors and obligees, principal amount
outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date
there has been no Material change in the amounts, interest rates, sinking funds, installment
payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the
Company nor any Subsidiary is in default and no waiver of default is currently in effect, in
the payment of any principal or interest on any Indebtedness of the Company or such
Subsidiary and no event or condition exists with respect to any Indebtedness of the Company
or any Subsidiary that would permit (or that with notice or the lapse of time, or both,
would permit) one or more Persons to cause such Indebtedness to become due and payable
before its stated maturity or before its regularly scheduled dates of payment.




     (b) Neither the Company nor any Subsidiary has agreed or consented to cause or permit
in the future (upon the happening of a contingency or otherwise) any of its property,
whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section
10.5.




     (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any
provision contained in, any instrument evidencing Indebtedness of the Company or such
Subsidiary, any agreement relating thereto or any other agreement (including, but not
limited to, its charter or other organizational document) which limits the amount of, or
otherwise imposes restrictions on the incurring of, Indebtedness of any Loan Party, except
as specifically indicated in Schedule 5.15. The Existing Bank Loan Agreement has not been
restated, amended, supplemented or otherwise modified since December 28, 2005.



     5.16. Foreign Assets Control Regulations, etc.




     (a) Neither the sale of the Notes by the Company hereunder nor its use of the proceeds
thereof will violate the Trading with the Enemy Act, as amended (50 U.S.C. App. 1 et seq.),
or any of the foreign assets control regulations of the United States Treasury Department
(31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order
relating thereto.



10









 






     (b) Neither the Company nor any Subsidiary (i) is a Person described or designated in
the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets
Control or in Section 1 of the Anti-Terrorism Order or (ii) knowingly engages in any
dealings or transactions with any such Person. The Company and its Subsidiaries are in
compliance, in all material respects, with the USA Patriot Act.




     (c) No part of the proceeds from the sale of the Notes hereunder will be used, directly
or indirectly, for any payments to any governmental official or employee, political party,
official of a political party, candidate for political office, or anyone else acting in an
official capacity, in order to obtain, retain or direct business or obtain any improper
advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as
amended, assuming in all cases that such Act applies to the Company.



     5.17. Status under Certain Statutes.



     Neither the Company nor any Subsidiary is subject to regulation under the Investment Company
Act of 1940, as amended, the Public Utility Holding Company Act of 2005, as amended, the ICC
Termination Act of 1995, as amended, or the Federal Power Act, as amended.



     5.18. Environmental Matters.




     (a) Neither the Company nor any Subsidiary has knowledge of any claim or has received
any notice of any claim, and no proceeding has been instituted raising any claim against the
Company or any of its Subsidiaries or any of their respective real properties now or
formerly owned, leased or operated by any of them or other assets, alleging any damage to
the environment or violation of any Environmental Laws, except, in each case, such as could
not reasonably be expected to result in a Material Adverse Effect.




     (b) Neither the Company nor any Subsidiary has knowledge of any facts which would give
rise to any claim, public or private, of violation of Environmental Laws or damage to the
environment emanating from, occurring on or in any way related to real properties now or
formerly owned, leased or operated by any of them or to other assets or their use, except,
in each case, such as could not reasonably be expected to result in a Material Adverse
Effect.




     (c) Neither the Company nor any Subsidiary has stored any Hazardous Materials on real
properties now or formerly owned, leased or operated by any of them and has not disposed of
any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any
manner that could reasonably be expected to result in a Material Adverse Effect; and




     (d) All buildings on all real properties now owned, leased or operated by the Company
or any Subsidiary are in compliance with applicable Environmental Laws, except where failure
to comply could not reasonably be expected to result in a Material Adverse Effect.



11









 





6. REPRESENTATIONS OF THE PURCHASERS.




     6.1. Purchase for Investment.



     Each Purchaser severally represents that it is purchasing the Notes for its own account or for
one or more separate accounts maintained by such Purchaser or for the account of one or more
pension or trust funds and not with a view to the distribution thereof, provided that the
disposition of such Purchaser of its property shall at all times be within such Purchaser’s
control. Each Purchaser understands that the Notes have not been registered under the Securities
Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an
exemption from registration is available, except under circumstances where neither such
registration nor such an exemption is required by law, and that the Company is not required to
register the Notes.



     6.2. Source of Funds.



     Each Purchaser severally represents that at least one of the following statements is an
accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay
the purchase price of the Notes to be purchased by such Purchaser hereunder:




     (a) the Source is an “insurance company general account” (as the term is defined in the
United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in
respect of which the reserves and liabilities (as defined by the annual statement for life
insurance companies approved by the National Association of Insurance Commissioners (the
“NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any
employee benefit plan together with the amount of the reserves and liabilities for the
general account contract(s) held by or on behalf of any other employee benefit plans
maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the
same employee organization in the general account do not exceed 10% of the total reserves
and liabilities of the general account (exclusive of separate account liabilities) plus
surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of
domicile; or




     (b) the Source is a separate account that is maintained solely in connection with such
Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to
any employee benefit plan (or its related trust) that has any interest in such separate
account (or to any participant or beneficiary of such plan (including any annuitant)) are
not affected in any manner by the investment performance of the separate account; or




     (c) the Source is either (i) an insurance company pooled separate account, within the
meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE
91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this
clause (c), no employee benefit plan or group of plans maintained by the same employer or
employee organization beneficially owns more than 10% of all assets allocated to such pooled
separate account or collective investment fund; or



12









 






     (d) the Source constitutes assets of an “investment fund” (within the meaning of Part V
of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or
“QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s
assets that are included in such investment fund, when combined with the assets of all other
employee benefit plans established or maintained by the same employer or by an affiliate
(within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the
same employee organization and managed by such QPAM, exceed 20% of the total client assets
managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are
satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the
definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in
the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit
plans whose assets are included in such investment fund have been disclosed to the Company
in writing pursuant to this clause (d); or




     (e) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of
PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within
the meaning of Part IV of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of
the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled
by the INHAM (applying the definition of “control” in Section IV(d) of the INHAM Exemption)
owns a 5% or more interest in the Company and (i) the identity of such INHAM and (ii) the
name(s) of the employee benefit plan(s) whose assets constitute the Source have been
disclosed to the Company in writing pursuant to this clause (e); or




     (f) the Source is a governmental plan; or




     (g) the Source is one or more employee benefit plans, or a separate account or trust
fund comprised of one or more employee benefit plans, each of which has been identified to
the Company in writing pursuant to this clause (g); or




     (h) the Source does not include assets of any employee benefit plan, other than a plan
exempt from the coverage of ERISA.


As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” and “separate
account” shall have the respective meanings assigned to such terms in section 3 of ERISA.




7. INFORMATION AS TO COMPANY.




     7.1. Financial and Business Information.



     The Company shall deliver to each holder of Notes that is an Institutional Investor:




     (a) Quarterly Statements — within 60 days (or such shorter period as is 15
days greater than the period applicable to the filing of the Company’s Quarterly Report on
Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the
filing requirements thereof) after the end of each quarterly fiscal period in



13









 







each fiscal year of the Company (other than the last quarterly fiscal period of each
such fiscal year), duplicate copies of,




     (i) a consolidated balance sheet of the Company and the Consolidated
Subsidiaries as at the end of such quarter, and




     (ii) consolidated statements of income, changes in shareholders’ equity and
cash flows of the Company and the Consolidated Subsidiaries, for such quarter and
(in the case of the second and third quarters) for the portion of the fiscal year
ending with such quarter,




setting forth in each case in comparative form the figures for the corresponding periods in
the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP
applicable to quarterly financial statements generally, and certified by a Senior Financial
Officer as fairly presenting, in all material respects, the financial position of the
companies being reported on and their results of operations and cash flows, subject to
changes resulting from year-end adjustments, provided that delivery within the time period
specified above of copies of the Company’s Form 10-Q prepared in compliance with the
requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of
this Section 7.1(a), provided, further, that the Company shall be deemed to have made such
delivery of such quarterly financial statements if it shall have timely made its Form 10-Q
available on “EDGAR” and on its home page on the worldwide web (at the date of this
Agreement located at: http//www.cashamerica.com) and shall have given each Purchaser prior
notice of such availability on EDGAR and on its home page in connection with each delivery
(such availability and notice thereof being referred to as “Electronic Delivery”);




     (b) Annual Statements — within 120 days (or such shorter period as is 15 days
greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K
(the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing
requirements thereof) after the end of each fiscal year of the Company, duplicate copies of




     (i) a consolidated balance sheet of the Company and the Consolidated
Subsidiaries as at the end of such year, and




     (ii) consolidated statements of income, changes in shareholders’ equity and
cash flows of the Company and the Consolidated Subsidiaries for such year,




setting forth in each case in comparative form the figures for the previous fiscal year, all
in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion
thereon of independent public accountants of recognized national standing, which opinion
shall state that such financial statements present fairly, in all material respects, the
financial position of the companies being reported upon and their results of operations and
cash flows and have been prepared in conformity with GAAP, and that the examination of such
accountants in connection with such financial statements has been made in accordance with
generally accepted auditing standards, and that such audit



14









 







provides a reasonable basis for such opinion in the circumstances provided that the Company
shall be deemed to have made delivery within the time period specified above of the
Company’s Form 10-K for such fiscal year (together with the Company’s annual report to
shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in
accordance with the requirements therefor and filed with the SEC, shall be deemed to satisfy
the requirements of this Section 7.1(b), provided, further, that the Company shall be deemed
to have made such delivery of such annual statements if it shall have timely made Electronic
Delivery of its Form 10-K;




     (c) SEC and Other Reports — promptly upon their becoming available, one copy
of (i) each financial statement, report, notice or proxy statement sent by the Company or
any Subsidiary to its principal lending banks as a whole (excluding information sent to such
banks in the ordinary course of administration of a bank facility, such as information
relating to pricing and borrowing availability) or to its public securities holders
generally, and (ii) each regular or periodic report, each registration statement (without
exhibits except as expressly requested by such holder), and each prospectus and all
amendments thereto filed by the Company or any Subsidiary with the SEC and of all press
releases and other statements made available generally by the Company or any Subsidiary to
the public concerning developments that are Material;




     (d) Notice of Default or Event of Default — promptly, and in any event within
five days after a Responsible Officer becoming aware of the existence of any Default or
Event of Default or that any Person has given any notice or taken any action with respect to
a claimed default hereunder or that any Person has given any notice or taken any action with
respect to a claimed default of the type referred to in Section 11(f), a written notice
specifying the nature and period of existence thereof and what action the Company is taking
or proposes to take with respect thereto;




     (e) ERISA Matters — promptly, and in any event within five days after a
Responsible Officer becoming aware of any of the following, a written notice setting forth
the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes
to take with respect thereto:




     (i) with respect to any Plan, any reportable event, as defined in section
4043(c) of ERISA and the regulations thereunder, that, alone or together with one or
more such reportable events which shall have occurred prior to the date of such
notice, could reasonably be expected to have a Material Adverse Effect, for which
notice thereof has not been waived pursuant to such regulations as in effect on the
date hereof; or




     (ii) the taking by the PBGC of steps to institute, or the threatening by the
PBGC of the institution of, proceedings under section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan, or the
receipt by the Company or any ERISA Affiliate of a notice from a Multi-employer Plan
that such action has been taken by the PBGC with respect to such Multi-employer
Plan; or



15









 






     (iii) any event, transaction or condition that could result in the incurrence
of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of
ERISA or the penalty or excise tax provisions of the Code relating to employee
benefit plans, or in the imposition of any Lien on any of the rights, properties or
assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or
such penalty or excise tax provisions, if such liability or Lien, taken together
with any other such liabilities or Liens then existing, could reasonably be expected
to have a Material Adverse Effect;




     (f) Notices from Governmental Authority — promptly, and in any event within 30
days of receipt thereof, copies of any notice to the Company or any Subsidiary from any
Federal or state Governmental Authority relating to any order, ruling, statute or other law
or regulation that could reasonably be expected to have a Material Adverse Effect; and




     (g) Requested Information — with reasonable promptness, such other data and
information relating to the business, operations, affairs, financial condition, assets or
properties of the Company or any of its Subsidiaries (including, but without limitation,
actual copies of the Company’s Form 10-Q and Form 10-K) or relating to the ability of the
Company to perform its obligations hereunder and under the Notes as from time to time may be
reasonably requested by any such holder of Notes.



     7.2. Officer’s Certificate.



     Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or
Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer setting forth
(which, in the case of Electronic Delivery of any such financial statements, shall be by separate
concurrent delivery of such certificate to each holder of Notes):




     (a) Covenant Compliance — the information (including detailed calculations)
required in order to establish whether the Company was in compliance with the requirements
of Section 10.6, Section 10.7 and Section 10.10 during the quarterly or annual period
covered by the statements then being furnished (including with respect to each such Section,
where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as
the case may be, permissible under the terms of such Sections, and the calculation of the
amount, ratio or percentage then in existence); and




     (b) Event of Default — a statement that such Senior Financial Officer has
reviewed the relevant terms hereof and has made, or caused to be made, under his or her
supervision, a review of the transactions and conditions of the Company and its Subsidiaries
from the beginning of the quarterly or annual period covered by the statements then being
furnished to the date of the certificate and that such review shall not have disclosed the
existence during such period of any condition or event that constitutes a Default or an
Event of Default or, if any such condition or event existed or exists (including, without
limitation, any such event or condition resulting from the failure of the Company or any
Subsidiary to comply with any Environmental Law),



16









 







specifying the nature and period of existence thereof and what action the Company shall
have taken or proposes to take with respect thereto.



     7.3. Visitation.



     The Company shall:




     (a) No Default — if no Default or Event of Default then exists, permit the
representatives of one or more holders of Notes that is an Institutional Investor and a
holder of at least 20% in outstanding principal amount of either the Series A Notes or the
Series B Notes, at the expense of such holder and upon reasonable prior notice to the
Company, to visit the principal executive office of the Company, to discuss the affairs,
finances and accounts of the Company and its Subsidiaries with the Company’s officers, and
(with the consent of the Company, which consent will not be unreasonably withheld) its
independent public accountants, and (with the consent of the Company, which consent will not
be unreasonably withheld) to visit the other offices and properties of the Company and each
Subsidiary, all at such reasonable times and as often as may be reasonably requested in
writing, provided that the Company shall not be obligated to permit any such representative
to make any such visit more often than once in any twelve (12) month period; and




     (b) Default — if a Default or Event of Default then exists, permit the
representatives of each holder of Notes that is an Institutional Investor, at the expense of
the Company to visit and inspect any of the offices or properties of the Company or any
Subsidiary, to examine all their respective books of account, records, reports and other
papers, to make copies and extracts therefrom, and to discuss their respective affairs,
finances and accounts with their respective officers and independent public accountants (and
by this provision the Company authorizes said accountants to discuss the affairs, finances
and accounts of the Company and its Subsidiaries), all at such times and as often as may be
requested.



8. PAYMENT AND PREPAYMENT OF THE NOTES.




     8.1. Required Prepayments.




     (a) Series A Notes. On December 19, 2012 and on each December 19th thereafter
to and including December 19, 2016 the Company will prepay $7,000,000 principal amount (or
such lesser principal amount as shall then be outstanding) of the Series A Notes, at par and
without payment of the Make-Whole Amount or any premium, provided that upon any partial
prepayment of the Series A Notes pursuant to Sections 8.2, 8.7 or 8.8, the principal amount
of each required prepayment of the Series A Notes becoming due under this Section 8.1 on and
after the date of such prepayment shall be reduced in the same proportion as the aggregate
unpaid principal amount of the Series A Notes is reduced as a result of such prepayment.




     (b) Series B Notes. On December 19, 2011 and on each December 19th thereafter
to and including December 19, 2021 the Company will prepay $2,272,727 principal amount (or
such lesser principal amount as shall then be outstanding) of the



17









 







Series B Notes, at par and without payment of the Make-Whole Amount or any premium,
provided that upon any partial prepayment of the Series B Notes pursuant to Sections 8.2,
8.7 or 8.8, the principal amount of each required prepayment of the Series B Notes becoming
due under this Section 8.1 on and after the date of such prepayment shall be reduced in the
same proportion as the aggregate unpaid principal amount of the Series B Notes is reduced as
a result of such prepayment.



     8.2. Optional Prepayments with Make-Whole Amount.



     The Company may, at its option, upon notice as provided below, prepay at any time all, or from
time to time any part of, the Notes, in an amount not less than $1,000,000 or an integral multiple
of $100,000 in excess of $1,000,000 in the case of a partial prepayment, at 100% of the principal
amount so prepaid, and the Make-Whole Amount determined for the prepayment date with respect to
such principal amount. The Company will give each holder of Notes written notice of each optional
prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date
fixed for such prepayment. Each such notice shall specify such date (which shall be a Business
Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount
of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the
interest to be paid on the prepayment date with respect to such principal amount being prepaid, and
shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole
Amount due in connection with such prepayment (calculated as if the date of such notice were the
date of the prepayment), setting forth the details of such computation. One Business Day prior to
such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior
Financial Officer specifying the calculation of such Make-Whole Amount as of the specified
prepayment date or, if no Make-Whole Amount is due, specifying the reason that no Make-Whole Amount
is due in connection with such prepayment.



     8.3. Allocation of Partial Prepayments.



     Except as contemplated by Sections 8.7 and 8.8, in the case of each partial prepayment of the
Notes, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes
(without regard to Series) at the time outstanding in proportion, as nearly as practicable, to the
respective unpaid principal amounts thereof not theretofore called for prepayment.



     8.4. Maturity; Surrender, etc.



     In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of
each Note to be prepaid shall mature and become due and payable on the date fixed for such
prepayment (which shall be a Business Day), together with interest on such principal amount accrued
to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the
Company shall fail to pay such principal amount when so due and payable, together with the interest
and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to
accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and
shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any
Note.



18









 





     8.5.
Purchase of Notes.



     The Company will not and will not permit any Affiliate to purchase, redeem, prepay or
otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or
prepayment of the Notes in accordance with the terms of this Agreement and the Notes. The Company
will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment or
prepayment of Notes pursuant to any provision of this Agreement and no Notes may be issued in
substitution or exchange for any such Notes.



     8.6. Make-Whole Amount.



     “Make-Whole Amount” means, with respect to any Note, an amount equal to the excess, if any, of
the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of
such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no
event be less than zero. For the purposes of determining the Make-Whole Amount, the following
terms have the following meanings:



     “Called Principal” means, with respect to any Note, the principal of such Note that is to be
prepaid pursuant to Section 8.2 or Section 8.8 or has become or is declared to be immediately due
and payable pursuant to Section 12.1, as the context requires.



     “Discounted Value” means, with respect to the Called Principal of any Note, the amount
obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from
their respective scheduled due dates to the Settlement Date with respect to such Called Principal,
in accordance with accepted financial practice and at a discount factor (applied on the same
periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield
with respect to such Called Principal.



     “Reinvestment Yield” means, with respect to the Called Principal of any Note, 0.50% over the
yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City time) on the
second Business Day preceding the Settlement Date with respect to such Called Principal, on the
display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg
Financial Markets for the most recently issued actively traded on the run U.S. Treasury securities
having a maturity equal to the Remaining Average Life of such Called Principal as of such
Settlement Date, or (ii) if such yields are not reported as of such time or the yields
reported as of such time are not ascertainable (including by way of interpolation), the Treasury
Constant Maturity Series Yields reported, for the latest day for which such yields have been so
reported as of the second Business Day preceding the Settlement Date with respect to such Called
Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication)
for U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such
Called Principal as of such Settlement Date.



     In the case of each determination under clause (i) or clause (ii), as the case may be, of the
preceding paragraph, such implied yield will be determined, if necessary, by (a) converting U.S.
Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice
and (b) interpolating linearly between (1) the applicable U.S. Treasury security with the maturity
closest to and greater than such Remaining Average Life and (2) the applicable U.S. Treasury



19









 







security with the maturity closest to and less than such Remaining Average Life. The
Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate
of the applicable Note.



     “Remaining Average Life” means, with respect to any Called Principal of any Note, the number
of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called
Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of
each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years
(calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with
respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.



     “Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all
payments of such Called Principal and interest thereon that would be due after the Settlement Date
with respect to such Called Principal if no payment of such Called Principal were made prior to its
scheduled due date, provided that if such Settlement Date is not a date on which interest payments
are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled
interest payment will be reduced by the amount of interest accrued to such Settlement Date and
required to be paid on such Settlement Date pursuant to Section 8.2 or Section 12.1.



     “Settlement Date” means, with respect to the Called Principal of any Note, the date on which
such Called Principal is to be prepaid pursuant to Section 8.2 or Section 8.8 or has become or is
declared to be immediately due and payable pursuant to Section 12.1, as the context requires.



     8.7. Offer to Prepay Upon Disposition of Certain Assets.




     (a) Notice and Offer. In the event of any proposed Debt Prepayment Application
under Section 10.2(b) of this Agreement, the Company shall, within ten (10) days of the
occurrence of the Disposition giving rise to such proposed Debt Prepayment Application (a
“Debt Prepayment Disposition”) in respect of which an offer to prepay the Notes (the
“Disposition Prepayment Offer”) is being made to comply with the requirements for a Debt
Prepayment Application (as set forth in the definition thereof), in respect of such Debt
Prepayment Disposition, give written notice of such Debt Prepayment Disposition to each
holder of Notes. Such written notice shall contain, and such written notice shall
constitute, an irrevocable offer to prepay, at the election of each holder, a portion of the
principal of the Notes held by such holder equal to such holder’s Ratable Portion of the Net
Proceeds Amount in respect of such Debt Prepayment Disposition on a date specified in such
notice (the “Disposition Prepayment Date”) that is not less than thirty (30) days and not
more than sixty (60) days after the date of such notice, together with interest on the
amount to be so prepaid accrued to the Disposition Prepayment Date. If the Disposition
Prepayment Date shall not be specified in such notice, the Disposition Prepayment Date shall
be the fortieth (40th) day after the date of such notice.



20









 






     (b) Acceptance and Payment. To accept such Disposition Prepayment Offer, a
holder of Notes shall cause a notice of such acceptance to be delivered to the Company not
later than twenty (20) days after the date of such written notice from the Company,
provided, that failure to accept such offer in writing within twenty (20) days after the
date of such written notice shall be deemed to constitute a rejection of the Disposition
Prepayment Offer. If so accepted by any holder of a Note, such offered prepayment (equal to
not less than such holder’s Ratable Portion of the Net Proceeds Amount in respect of such
Debt Prepayment Disposition) shall be due and payable on the Disposition Prepayment Date.
Such offered prepayment shall be made at one hundred percent (100%) of the principal amount
of such Notes being so prepaid, together with interest on such principal amount then being
prepaid accrued to the Disposition Prepayment Date, but shall not include any Make-Whole
Amount. If a holder of a Note declines a Disposition Prepayment Offer a Debt Prepayment
Application shall be deemed to have been made under Section 10.2(b) with respect to that
portion of such Net Proceeds Amount equal to such holder’s Ratable Portion thereof.




     (c) Officer’s Certificate. Each offer to prepay the Notes pursuant to this
Section 8.7 shall be accompanied by a certificate, executed by a Senior Financial Officer
and dated the date of such offer, specifying (i) the Disposition Prepayment Date, (ii) the
Net Proceeds Amount in respect of the applicable Debt Prepayment Disposition, (iii) that
such offer is being made pursuant to Section 8.7 and Section 10.2(b) of this Agreement, (iv)
the principal amount of each Note offered to be prepaid, (v) the interest that would be due
on each Note offered to be prepaid, accrued to the Disposition Prepayment Date, and (vi) in
reasonable detail, the nature of the Disposition giving rise to such Disposition Prepayment
Offer and certifying that no Default or Event of Default exists or would exist after giving
effect to the prepayment contemplated by such offer.




     (d) Notice Concerning Status of Holders of Notes. Promptly after each
Disposition Prepayment Date and the making of all prepayments contemplated on such
Disposition Prepayment Date under this Section 8.7 (and, in any event, within thirty (30)
days thereafter), the Company shall deliver to each holder of Notes a certificate signed by
a Senior Financial Officer containing a list of the then current holders of Notes (together
with their addresses) and setting forth as to each such holder the outstanding principal
amount of Notes held by such holder at such time.



     8.8. Change in Control.




     (a) Notice of Change in Control or Control Event — The Company will, within
five Business Days after any Responsible Officer has knowledge of the occurrence of any
Change in Control or Control Event, give written notice of such Change in Control or Control
Event to each holder of Notes unless notice in respect of such Change in Control (or the
Change in Control contemplated by such Control Event) shall have been given pursuant to
Section 8.8(b). If a Change in Control has occurred, such notice shall contain and
constitute an offer to prepay Notes as described in Section 8.8(c) and shall be accompanied
by the certificate described in Section 8.8(g).



21









 






     (b) Condition to Company Action — The Company will not take any action that
consummates or finalizes a Change in Control unless




     (i) at least 30 days prior to such action it shall have given to each holder of
Notes written notice containing and constituting an offer to prepay Notes as
described in Section 8.8(c), accompanied by the certificate described in Section
8.8(g), and




     (ii) contemporaneously with such action, it prepays all Notes required to be
prepaid in accordance with this Section 8.8.




     (c) Offer to Prepay Notes — The offer to prepay Notes contemplated by Section
8.8(a) and Section 8.8(b) shall be an offer to prepay, in accordance with and subject to
this Section 8.8, all, but not less than all, the Notes held by each holder (in this case
only, “holder” in respect of any Note registered in the name of a nominee for a disclosed
beneficial owner shall mean such beneficial owner) on a date specified in such offer (the
“Proposed Prepayment Date”). If such Proposed Prepayment Date is in connection with an
offer contemplated by Section 8.8(a), such date shall be not less than 45 days and not more
than 60 days after the date of such offer. If the Proposed Prepayment Date shall not be
specified in such offer, the Proposed Prepayment Date shall be the 60th day after the date
of such offer.




     (d) Acceptance and Rejection — A holder of Notes may accept the offer to
prepay made pursuant to this Section 8.8 by causing a notice of such acceptance to be
delivered to the Company at least fifteen days prior to the Proposed Prepayment Date. A
failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section
8.8 shall be deemed to constitute an acceptance of such offer by such holder.




     (e) Prepayment — Prepayment of the Notes to be prepaid pursuant to this
Section 8.8 shall be at 100% of the principal amount of such Notes, together with interest
on such Notes accrued to the date of prepayment and Make-Whole Amount, if any, as of the
Proposed Prepayment Date in respect of the principal amount of Notes being so prepaid. The
prepayment shall be made on the Proposed Prepayment Date except as provided in Section
8.8(f).




     (f) Deferral of Obligation to Purchase — The obligation of the Company to
prepay Notes pursuant to the offers accepted in accordance with Section 8.8(d) is subject to
the occurrence of the Change in Control in respect of which such offers and acceptances
shall have been made. In the event that such Change in Control does not occur on the
Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and
shall be made on the date on which such Change in Control occurs. The Company shall keep
each holder of Notes reasonably and timely informed of




     (i) any such deferral of the date of prepayment,




     (ii) the date on which such Change in Control and the prepayment are expected
to occur, and



22









 






     (iii) any determination by the Company that the efforts to effect such Change
in Control have ceased or been abandoned (in which case the offers and acceptances
made pursuant to this Section 8.8 in respect of such Change in Control shall be
deemed rescinded).




     (g) Officer’s Certificate — Each offer to prepay the Notes pursuant to this
Section 8.8 shall be accompanied by a certificate, executed by a Senior Financial Officer
and dated the date of such offer, specifying:




     (i) the Proposed Prepayment Date;




     (ii) that such offer is made pursuant to this Section 8.8;




     (iii) the principal amount of each Note offered to be prepaid;




     (iv) the interest that would be due on each Note offered to be prepaid, accrued
to the Proposed Prepayment Date;




     (v) the last date upon which the offer can be accepted or rejected, and setting
forth the consequences of failing to provide an acceptance or rejection, as provided
in Section 8.8(d);




     (vi) that the conditions of this Section 8.8 have been fulfilled;




     (vii) in reasonable detail, the nature and date or proposed date of the Change
in Control; and




     (viii) a reasonably detailed calculation of an estimated Make-Whole Amount, if
any, that would be due in connection with such offered prepayment.



9. AFFIRMATIVE COVENANTS.




     The Company covenants that so long as any of the Notes are outstanding:



     9.1. Compliance with Law.



     Without limiting Section 10.4, the Company will, and will cause each of its Subsidiaries to,
comply with all laws, ordinances or governmental rules or regulations to which each of them is
subject, including, without limitation, ERISA, the USA Patriot Act and Environmental Laws, and will
obtain and maintain in effect all licenses, certificates, permits, franchises and other
governmental authorizations necessary to the ownership of their respective properties or to the
conduct of their respective businesses, in each case to the extent necessary to ensure that
non-compliance with such laws, ordinances or governmental rules or regulations or failures to
obtain or maintain in effect such licenses, certificates, permits, franchises and other
governmental authorizations could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.



23









 





     9.2. Insurance.



     The Company will, and will cause each of its Subsidiaries to, maintain, with financially sound
and reputable insurers, insurance with respect to their respective properties and businesses
against such casualties and contingencies, of such types, on such terms and in such amounts
(including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with
respect thereto) as is customary in the case of entities of established reputations engaged in the
same or a similar business and similarly situated.



     9.3. Maintenance of Properties.



     The Company will, and will cause each of its Subsidiaries to, maintain and keep, or cause to
be maintained and kept, their respective properties in good repair, working order and condition
(other than ordinary wear and tear), so that the business carried on in connection therewith may be
properly conducted at all times, provided that this Section shall not prevent the Company or any
Subsidiary from discontinuing the operation and the maintenance of any of its properties if such
discontinuance is desirable in the conduct of its business and the Company has concluded that such
discontinuance could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.



     9.4. Payment of Taxes and Claims.



     The Company will, and will cause each of its Subsidiaries to, file all tax returns required to
be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such
returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of
their properties, assets, income or franchises, to the extent the same have become due and payable
and before they have become delinquent and all claims for which sums have become due and payable
that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided
that neither the Company nor any Subsidiary need pay any such tax, assessment, charge, levy or
claim if (i) the amount, applicability or validity thereof is contested by the Company or such
Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a
Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the
Company or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies
and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.



     9.5. Corporate Existence, etc.



     Subject to Section 10.2, the Company will at all times preserve and keep in full force and
effect its corporate existence. Subject to Section 10.2, the Company will at all times preserve
and keep in full force and effect the corporate existence of each of its Subsidiaries (unless
merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company
and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or
failure to preserve and keep in full force and effect such corporate existence, right or franchise
could not, individually or in the aggregate, have a Material Adverse Effect.



24









 





     9.6. Books and Records.



     The Company will, and will cause each of its Subsidiaries to, maintain proper books of record
and account in conformity with GAAP and all applicable requirements of any Governmental Authority
having legal or regulatory jurisdiction over the Company or such Subsidiary, as the case may be.



     9.7. Compliance with Loan Documents.



     The Company will, and will cause each of its Subsidiaries to, promptly comply with any and all
covenants and provisions of each Loan Document to which it is a party.



10. NEGATIVE COVENANTS.




     The Company covenants that so long as any of the Notes are outstanding:



     10.1. Transactions with Affiliates.



     The Company will not and will not permit any Subsidiary to enter into directly or indirectly
any transaction or group of related transactions (including without limitation the purchase, lease,
sale or exchange of properties of any kind or the rendering of any service) with any Affiliate
(other than the Company or another Subsidiary), except in the ordinary course and pursuant to the
reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable
terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable
arm’s-length transaction with a Person not an Affiliate.



     10.2. Merger, Consolidation, Disposition of Properties, etc.



     The Company will not, and will not permit any of its Subsidiaries to, dissolve or liquidate or
consolidate or merge with, or sell, assign, convey, exchange, lease or otherwise dispose of its
properties as an entirety or substantially as an entirety to, any other Person except that:




     (a) any Person may consolidate with or merge into the Company if (i) the Company shall
be the surviving entity or, if the Company is not the surviving entity, such other Person
shall, by written instrument in form and substance acceptable to the Required Holders,
expressly and unconditionally assume, agree to pay and perform all the Obligations and to be
bound by this Agreement and the other Loan Documents the same as if such Person had
originally executed this Agreement in place of the Company and had been the original maker
of the Notes, (ii) immediately after giving effect to such transaction, (A) no Default or
Event of Default shall have occurred and be continuing, (B) in the event that the Company is
the surviving entity, the Company is solvent, and, in the event that the Company is not the
surviving entity, such other Person shall be a solvent corporation organized under the laws
of any state of the United States of America, and (C) the consummation of such transaction
did not have, and could not reasonably be expected to have, a Material Adverse Effect and
(iii) each holder of Notes shall have received an Officer’s Certificate, dated not more than
ten (10) days prior to the effective date of such transaction, describing such transaction
and stating that such transaction is permitted by this Section 10.2;



25









 






     (b) the Company may and may permit its Subsidiaries to sell, assign, convey, exchange,
lease or otherwise dispose of its properties (including, without limitation, accounts
receivable and pawn loans) (each a “Disposition”) to, any Person if (i) such Disposition is
in the ordinary course of business or (ii) the aggregate amount of the properties disposed
of by the Company and its Subsidiaries during the twelve (12) month period then most
recently ended does not exceed an amount equal to 10% of Consolidated Total Assets as of the
end of the then most recently ended fiscal quarter of the Company (as in effect from time to
time the “Disposition Limit”), provided that the Company and its Subsidiaries may dispose of
properties notwithstanding this clause (ii) if cash equal to any portion of the Net Proceeds
Amount with respect to such Disposition that exceeds the Disposition Limit then in effect is
applied (A) to the acquisition of other property of a similar nature within 365 days after
such Disposition and/or (B) to a Debt Prepayment Application in respect of such Disposition,
and provided, further that if the Company and its Subsidiaries shall not have made
Dispositions equal to or in excess of the Disposition Limit then in effect, all or a portion
of the amount of any Disposition by the Company or its Subsidiaries shall not be subject to
the Disposition Limit then in effect to the extent that cash equal to all or such portion,
as the case may be, of the Net Proceeds Amount with respect to such Disposition is applied
(A) to the acquisition of other property of a similar nature within 365 days after such
Disposition and/or (B) to a Debt Prepayment Application in respect of such Disposition;




     (c) any Wholly-Owned Subsidiary may consolidate with or merge into, or sell, assign,
convey, exchange, lease or otherwise dispose of its properties as an entirety or
substantially as an entirety to, the Company or any other Wholly-Owned Subsidiary; and




     (d) any Wholly-Owned Subsidiary may consolidate or merge with any Person solely for the
purpose of the Company’s acquisition of such Person.



     For purposes of determining the book value of property constituting capital stock or similar
equity interests of a Subsidiary of the Company being disposed of as provided in paragraph (b)
above, such book value shall be deemed to be the aggregate book value of all assets of the
Subsidiary that shall have issued such capital stock or similar equity interests.



     10.3.
Line of Business.



     The Company will not and will not permit any Subsidiary to engage in any business other than
(a) the pawnshop business, (b) the business of cashing checks and conducting related cash
dispensing transactions, (c) the business of offering consumer loans and other consumer
financial services, and (d) activities related to the above.



     10.4. Terrorism Sanctions Regulations.



     The Company will not and will not permit any Subsidiary to (a) become a Person described or
designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign
Assets Control or in Section 1 of the Anti-Terrorism Order or (b) knowingly engage in any dealings
or transactions with any such Person.




26









 





     10.5. Liens.



     The Company will not, and will not permit any of its Subsidiaries to, assume, create or suffer
to exist any Lien upon any of its properties (whether now owned hereafter acquired) except
Permitted Liens.



     10.6. Consolidated Indebtedness for Money Borrowed.



     The Company will not on any date permit the ratio of (a) Consolidated Indebtedness for Money
Borrowed minus the aggregate amount of cash and cash equivalents as would appear on a consolidated
balance sheet of the Company and the Consolidated Subsidiaries on such date to (b) Consolidated
EBITDA for the period of four (4) fiscal quarters of the Company then most recently ended to be
greater than 3.00 to 1.00.



     10.7. Fixed Charge Coverage.



     The Company will not at any time permit the ratio of (a) the sum of Consolidated EBIT for the
period of four (4) fiscal quarters of the Company then most recently ended plus the aggregate
amount of all rental expense deducted in the calculation of such Consolidated EBIT to (b) the
aggregate amount of all such rental expense and interest expense deducted in the calculation of
such Consolidated EBIT to be less than 2.00 to 1.00.



     10.8. Limitation on Subsidiary Indebtedness.



     The Company will not on any date permit any Subsidiary to incur, create, assume or have
outstanding any Indebtedness for Money Borrowed (other than Indebtedness for Money Borrowed of any
Subsidiary owing to the Company or to any other Subsidiary), unless the sum, without duplication,
of (a) the aggregate Indebtedness for Money Borrowed of the Subsidiaries (determined on a
consolidated basis for such Person) on such date plus (b) the amount of Consolidated Indebtedness
for Money Borrowed on such date secured by Liens described in clause (m) of the definition of
“Permitted Liens” plus (c) the aggregate liquidation value of all Preferred Stock with mandatory
redemption provisions of Subsidiaries held by Persons other than the Company or another Subsidiary
on such date does not exceed 20% of Consolidated Net Worth on such date.



     10.9. Limitation on Acquisition of New Subsidiaries.




     (a) The Company will not, and will not permit any Subsidiary to, (x) acquire any
capital stock or similar equity interests of any Person, (y) enter into any partnership or
joint venture or (z) take any action which would result in the Company having any Subsidiary
other than those listed in Schedule 5.4 except that, from time to time, the Company may:




     (i) acquire (whether by purchase, merger or other similar transaction) any
Person, but only if:




     (A) immediately after giving effect to such acquisition, such Person
shall constitute a Wholly-Owned Subsidiary;



27









 






     (B) immediately after giving effect to such acquisition, no Default
shall be in existence, and the consummation of such acquisition did not
have, and could not be reasonably expected to have, a Material Adverse
Effect;




     (C) each holder of Notes shall have received an Officer’s Certificate,
dated not more than ten days prior to the effective date of such
acquisition, describing such acquisition (including the name of such Person
and the business conducted by it) and stating that such acquisition is
permitted by this Section 10.9, which Officer’s Certificate shall be
accompanied by complete and accurate copies of the charter or other
organizational document of such Person;




     (D) promptly (and in any event within 15 days) after the consummation
of such acquisition, such Person (if such Person is organized under the laws
of the United States of America or any state or political subdivision
thereof) shall duly authorize, execute and deliver to each holder of Notes
an instrument in writing pursuant to which such Person agrees to become a
Guarantor under, and to be bound as a Guarantor by the terms of, the Joint
and Several Guaranty and the Subrogation and Contribution Agreement; and




     (E) promptly (and in any event within 15 days) after the consummation
of such acquisition, if an opinion of counsel to the Company, any Subsidiary
or such Person is delivered to any other holder of Indebtedness for Money
Borrowed of the Company in connection with such acquisition, the Company
shall obtain or cause to be provided in favor of the holders of Notes an
opinion of counsel satisfactory to the Required Holders that opines (a) to
such Person’s (i) existence and good standing in its jurisdiction of
formation, (ii) due authority to become a Guarantor under, and to be bound
as a Guarantor by the terms of, the Joint and Several Guaranty and the
Subrogation and Contribution Agreement and (iii) due execution, delivery and
performance of the Joint and Several Guaranty and the Subrogation and
Contribution Agreement, and (b) to the enforceability of the Joint and
Several Guaranty and the Subrogation and Contribution Agreement against such
Person; and




     (ii) create or form a new corporation, limited liability company or limited
partnership (the “New Entity”) and thereupon cause the New Entity to become a
Wholly-Owned Subsidiary, but only if:




     (A) no Default shall exist immediately after the New Entity becomes a
Subsidiary;




     (B) subject to paragraph (b) below, promptly (and in any event within
15 days) after its creation or formation, the New Entity (if such New Entity
is organized under the laws of the United States of America or



28









 







any state or political subdivision thereof) shall duly authorize,
execute and deliver to each holder of Notes an instrument in writing
pursuant to which the New Entity agrees to become a Guarantor under, and to
be bound as a Guarantor by the terms of, the Joint and Several Guaranty and
the Subrogation and Contribution Agreement;




     (C) except as required by clause (B) above, the New Entity shall not
conduct any business prior to becoming a Subsidiary;




     (D) subject to paragraph (b) below, promptly (and in any event within
15 days) after the creation or formation of the New Entity, the Company
shall deliver to each holder of Notes an Officer’s Certificate notifying
such holders of the formation or creation of the New Entity, which Officer’s
Certificate shall (i) specify the name of the New Entity and the
jurisdiction of its incorporation or formation, (ii) describe, in reasonable
detail, the business proposed to be conducted by the New Entity, (iii) state
that the Company is authorized to form or create the New Entity and to cause
it to become a Subsidiary in accordance with this Section 10.9 and (iv) be
accompanied by complete and accurate copies of the charter or other
organizational document of the New Entity; and




     (E) promptly (and in any event within 15 days) after the consummation
of such creation or formation, if an opinion of counsel to the Company, any
Subsidiary or such Person is delivered to any other holder of Indebtedness
for Money Borrowed of the Company in connection with such acquisition, the
Company shall obtain or cause to be provided in favor of the holders of
Notes an opinion of counsel satisfactory to the Required Holders that opines
(a) to such Person’s (i) existence and good standing in its jurisdiction of
formation, (ii) due authority to become a Guarantor under, and to be bound
as a Guarantor by the terms of, the Joint and Several Guaranty and the
Subrogation and Contribution Agreement and (iii) due execution, delivery and
performance of the Joint and Several Guaranty and the Subrogation and
Contribution Agreement, and (b) to the enforceability of the Joint and
Several Guaranty and the Subrogation and Contribution Agreement against such
Person; and




     (b) In no event shall any New Entity created or formed pursuant to paragraph (a)(ii)
above be required to execute and deliver a written instrument with respect to the Joint and
Several Guaranty as contemplated by clause (B) thereof nor shall the Company be required to
deliver the documents described with respect to such New Entity in clause (D) thereof until
the earlier of (i) the date on which the Company makes an investment in such New Entity
(other than the incurrence of routine organizational expenses and other than capital
contributions totaling less than $250,000) and (ii) the date on which such New Entity first
conducts business.




     (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



29









 







so long as after giving effect to such investment the aggregate book value of all
investments in Non-Wholly-Owned Subsidiaries does not exceed 20% of Consolidated Net Worth,
in each case determined as of the date of such investment.




     (d) If any Person becomes a Subsidiary at any time after the date hereof, such Person
shall be deemed to have incurred or made, as the case may be, at the time it becomes a
Subsidiary (i) all Guaranties, Indebtedness, loans, advances and investments of such Person
which are outstanding at such time and (ii) all Liens then in effect with respect to any of
its properties.




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



     10.10. Consolidated Net Worth.



     The Company will not permit Consolidated Net Worth at any time to be less than the sum of (a)
$270,000,000 plus (b) 50% of Consolidated Adjusted Net Income (but only if positive) for each
fiscal quarter of the Company ending on or after September 30, 2005 plus (c) 100% of Net Equity
Proceeds received after December 28, 2005.



11. EVENTS OF DEFAULT.




     An “Event of Default” shall exist if any of the following conditions or events shall occur and
be continuing:




     (a) the Company defaults in the payment of any principal or Make-Whole Amount, if any,
on any Note when the same becomes due and payable, whether at maturity or at a date fixed
for prepayment or by declaration or otherwise; or




     (b) the Company defaults in the payment of any interest on any Note for more than five
Business Days after the same becomes due and payable; or




     (c) the Company defaults in the performance of or compliance with any term contained in
Section 7.1(d) or Sections 10.1, 10.2(b), 10.6, 10.7, 10.8 or 10.10; or




     (d) the Company defaults in the performance of or compliance with any term contained
herein (other than those referred to in Sections 11(a), (b) and (c)) and such default is not
remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual
knowledge of such default and (ii) the Company receiving written notice of such default from
any holder of a Note (any such written notice to be identified as a “notice of default” and
to refer specifically to this Section 11(d)); or




     (e) any representation or warranty made in writing by or on behalf of any Loan Party or
by any officer of any Loan Party in any Loan Document or in any writing furnished in
connection with the transactions contemplated hereby proves to have been false or incorrect
in any material respect on the date as of which made; or



30









 






     (f) (i) the Company or any Subsidiary is in default (as principal or as guarantor or
other surety) in the payment of any principal of or premium or make-whole amount or interest
on any Indebtedness that is outstanding in an aggregate principal amount in excess of
$5,000,000 beyond any period of grace provided with respect thereto, or (ii) the Company or
any Subsidiary is in default in the performance of or compliance with any term of any
evidence of any Indebtedness in an aggregate outstanding principal amount in excess of
$5,000,000 or of any mortgage, indenture or other agreement relating thereto or any other
condition exists, and as a consequence of such default or condition such Indebtedness has
become, or has been declared (or one or more Persons are entitled to declare such
Indebtedness to be), due and payable before its stated maturity or before its regularly
scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of
any event or condition (other than the passage of time or the right of the holder of
Indebtedness to convert such Indebtedness into equity interests), (x) the Company or any
Subsidiary has become obligated to purchase or repay Indebtedness before its regular
maturity or before its regularly scheduled dates of payment in an aggregate outstanding
principal amount in excess of $5,000,000, or (y) one or more Persons have the right to
require the Company or any Subsidiary so to purchase or repay such Indebtedness; or




     (g) the Company or any Subsidiary (i) is generally not paying, or admits in writing its
inability to pay, its debts as they become due, (ii) files, or consents by answer or
otherwise to the filing against it of, a petition for relief or reorganization or
arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any
bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction,
(iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment
of a custodian, receiver, trustee or other officer with similar powers with respect to it or
with respect to any substantial part of its property, (v) is adjudicated as insolvent or to
be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or




     (h) a court or Governmental Authority of competent jurisdiction enters an order
appointing, without consent by the Company or any of its Subsidiaries, a custodian,
receiver, trustee or other officer with similar powers with respect to it or with respect to
any substantial part of its property, or constituting an order for relief or approving a
petition for relief or reorganization or any other petition in bankruptcy or for liquidation
or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering
the dissolution, winding-up or liquidation of the Company or any of its Subsidiaries, or any
such petition shall be filed against the Company or any of its Subsidiaries and such order
or petition shall not be dismissed within 60 days; or




     (i) a final judgment or judgments for the payment of money aggregating in excess of
$5,000,000 are rendered against one or more of the Company and its Subsidiaries and which
judgments are not, within 60 days after entry thereof, paid, bonded, discharged or stayed
pending appeal, or are not paid or discharged within 60 days after the expiration of such
stay; or



31









 






     (j) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the
Code for any plan year or part thereof or a waiver of such standards or extension of any
amortization period is sought or granted under section 412 of the Code, (ii) a notice of
intent to terminate any Plan shall have been or is reasonably expected to be filed with the
PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or
appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any
ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the
aggregate “amount of unfunded benefit liabilities” (within the meaning of section
4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA,
shall exceed $5,000,000, (iv) the Company or any ERISA Affiliate shall have incurred or is
reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty
or excise tax provisions of the Code relating to employee benefit plans, (v) the Company or
any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any
Subsidiary establishes or amends any employee welfare benefit plan that provides
post-employment welfare benefits in a manner that would increase the liability of the
Company or any Subsidiary thereunder; and any such event or events described in clauses (i)
through (vi) above, either individually or together with any other such event or events,
could reasonably be expected to have a Material Adverse Effect.



12. REMEDIES ON DEFAULT, ETC.




     12.1. Acceleration.




     (a) If an Event of Default with respect to the Company described in Section 11(g) or
(h) (other than an Event of Default described in clause (i) of Section 11(g) or described in
clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i)
of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become
immediately due and payable.




     (b) If any other Event of Default has occurred and is continuing, any holder or holders
of more than a majority in principal amount of the Notes at the time outstanding may at any
time at its or their option, by notice or notices to the Company, declare all the Notes then
outstanding to be immediately due and payable.




     (c) If any Event of Default described in Section 11(a) or (b) has occurred and is
continuing, any holder or holders of Notes at the time outstanding affected by such Event of
Default may at any time, at its or their option, by notice or notices to the Company,
declare all the Notes held by it or them to be immediately due and payable.



     Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by
declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes,
plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued
thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal
amount (to the full extent permitted by applicable law), shall all be immediately due and payable,
in each and every case without presentment, demand, protest or further notice, all of which are
hereby waived. The Company acknowledges, and the parties



32









 







hereto agree, that each holder of a Note has the right to maintain its investment in the Notes
free from repayment by the Company (except as herein specifically provided for) and that the
provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid
or are accelerated as a result of an Event of Default, is intended to provide compensation for the
deprivation of such right under such circumstances.



     12.2. Other Remedies.



     If any Default or Event of Default has occurred and is continuing, and irrespective of whether
any Notes have become or have been declared immediately due and payable under Section 12.1, the
holder of any Note at the time outstanding may proceed to protect and enforce the rights of such
holder by an action at law, suit in equity or other appropriate proceeding, whether for the
specific performance of any agreement contained herein or in any Note, or for an injunction against
a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted
hereby or thereby or by law or otherwise.



     12.3. Rescission.



     At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or
(c), the holders of not less than a majority in principal amount of the Notes then outstanding, by
written notice to the Company, may rescind and annul any such declaration and its consequences if
(a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount,
if any, on any Notes that are due and payable and are unpaid other than by reason of such
declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the
extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default
Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become
due solely by reason of such declaration, (c) all Events of Default and Defaults, other than
non-payment of amounts that have become due solely by reason of such declaration, have been cured
or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the
payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this
Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any
right consequent thereon.



     12.4. No Waivers or Election of Remedies, Expenses, etc.



     No course of dealing and no delay on the part of any holder of any Note in exercising any
right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s
rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note
upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein
or therein or now or hereafter available at law, in equity, by statute or otherwise. Without
limiting the obligations of the Company under Section 15, the Company will pay to the holder of
each Note on demand such further amount as shall be sufficient to cover all costs and expenses of
such holder incurred in any enforcement or collection under this Section 12, including, without
limitation, reasonable attorneys’ fees, expenses and disbursements.



33









 





13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.




     13.1. Registration of Notes.



     The Company shall keep at its principal executive office a register for the registration and
registration of transfers of Notes. The name and address of each holder of one or more Notes, each
transfer thereof and the name and address of each transferee of one or more Notes shall be
registered in such register. Prior to due presentment for registration of transfer, the Person in
whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof
for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the
contrary. The Company shall give to any holder of a Note that is an Institutional Investor
promptly upon request therefor, a complete and correct copy of the names and addresses of all
registered holders of Notes.



     13.2. Transfer and Exchange of Notes.



     Upon surrender of any Note to the Company at the address and to the attention of the
designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange
(and in the case of a surrender for registration of transfer accompanied by a written instrument of
transfer duly executed by the registered holder of such Note or such holder’s attorney duly
authorized in writing and accompanied by the relevant name, address and other information for
notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the
Company shall execute and deliver, at the Company’s expense (except as provided below), one or more
new Notes of the same Series (as requested by the holder thereof) in exchange therefor, in an
aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such
new Note shall be payable to such Person as such holder may request and shall be substantially in
the form of Exhibit 1A in the case of a Series A Note or Exhibit 1B in the case of a Series B Note.
Each such new Note shall be dated and bear interest from the date to which interest shall have
been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall
have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax
or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be
transferred in denominations of less than $500,000, provided that if necessary to enable the
registration of transfer by a holder of its entire holding of Notes, one Note may be in a
denomination of less than $500,000. Any transferee, by its acceptance of a Note registered in its
name (or the name of its nominee), shall be deemed to have made the representation set forth in
Section 6.2.



     13.3. Replacement of Notes.



     Upon receipt by the Company at the address and to the attention of the designated officer (all
as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of and
the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an
Institutional Investor, notice from such Institutional Investor of such ownership and such loss,
theft, destruction or mutilation), and




     (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to
it (provided that if the holder of such Note is, or is a nominee for, an



34









 







original Purchaser or another holder of a Note with a minimum net worth of at least
$100,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of
indemnity shall be deemed to be satisfactory), or




     (b) in the case of mutilation, upon surrender and cancellation thereof,


within ten Business Days thereafter, the Company at its own expense shall execute and deliver, in
lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have
been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen,
destroyed or mutilated Note if no interest shall have been paid thereon.




14. PAYMENTS ON NOTES.




     14.1. Place of Payment.



     Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest
becoming due and payable on the Notes shall be made in Fort Worth, Texas at the principal office of
Wells Fargo Bank, National Association in such jurisdiction. The Company may at any time, by
notice to each holder of a Note, change the place of payment of the Notes so long as such place of
payment shall be either the principal office of the Company in such jurisdiction or the principal
office of a bank or trust company in such jurisdiction.



     14.2. Home Office Payment.



     So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding
anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums
becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and
at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such
other method or at such other address as such Purchaser shall have from time to time specified to
the Company in writing for such purpose, without the presentation or surrender of such Note or the
making of any notation thereon, except that upon written request of the Company made concurrently
with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall
surrender such Note for cancellation, reasonably promptly after any such request, to the Company at
its principal executive office or at the place of payment most recently designated by the Company
pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by a Purchaser
or its nominee, such Purchaser will, at its election, either endorse thereon the amount of
principal paid thereon and the last date to which interest has been paid thereon or surrender such
Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2. The Company will
afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or
indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the
same agreement relating to such Note as the Purchasers have made in this Section 14.2.



35









 





15. EXPENSES, ETC.




     15.1. Transaction Expenses.



     Whether or not the transactions contemplated hereby are consummated, the Company will pay all
costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably
required by the Required Holders, local or other counsel) incurred by the Purchasers and each other
holder of a Note in connection with such transactions and in connection with any amendments,
waivers or consents under or in respect of the Loan Documents (whether or not such amendment,
waiver or consent becomes effective), including, without limitation: (a) the costs and expenses
incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights
under the Loan Documents or in responding to any subpoena or other legal process or informal
investigative demand issued in connection with the Loan Documents, or by reason of being a holder
of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection
with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any
work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the
costs and expenses incurred in connection with the initial filing of this Agreement and all related
documents and financial information with the SVO provided, that such costs and expenses under this
clause (c) shall not exceed $5,000; provided that costs and expenses other than attorneys’ fees
incurred in connection with the execution and delivery of this Agreement and the Notes shall not
exceed $10,000. The Company will pay, and will save each Purchaser and each other holder of a Note
harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders
(other than those, if any, retained by a Purchaser or other holder in connection with its purchase
of the Notes).



     15.2. Survival.



     The obligations of the Company under this Section 15 will survive the payment or transfer of
any Note, the enforcement, amendment or waiver of any provision of the Loan Documents, and the
termination of the Loan Documents.



16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.




     All representations and warranties contained herein shall survive the execution and delivery
of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion
thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent
holder of a Note, regardless of any investigation made at any time by or on behalf of such
Purchaser or any other holder of a Note. All statements contained in any certificate or other
instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed
representations and warranties of the Company under this Agreement. Subject to the preceding
sentence, this Agreement and the Notes embody the entire agreement and understanding between each
Purchaser and the Company and supersede all prior agreements and understandings relating to the
subject matter hereof.



36









 





17. AMENDMENT AND WAIVER.




     17.1. Requirements.



     This Agreement and the Notes may be amended, and the observance of any term hereof or of the
Notes may be waived (either retroactively or prospectively), with (and only with) the written
consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of
the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used
therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing,
and (b) no such amendment or waiver may, without the written consent of the holder of each Note at
the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to
acceleration or rescission, change the amount or time of any prepayment or payment of principal of,
or reduce the rate or change the time of payment or method of computation of interest or of the
Make-Whole Amount on, the Series A Notes or the Series B Notes, (ii) change the percentage of the
principal amount of the Notes the holders of which are required to consent to any such amendment or
waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.



     17.2. Solicitation of Holders of Notes.




     (a) Solicitation. The Company will provide each holder of the Notes
(irrespective of the amount of Notes then owned by it) with sufficient information,
sufficiently far in advance of the date a decision is required, to enable such holder to
make an informed and considered decision with respect to any proposed amendment, waiver or
consent in respect of any of the provisions hereof or of the Notes. The Company will
deliver executed or true and correct copies of each amendment, waiver or consent effected
pursuant to the provisions of this Section 17 to each holder of outstanding Notes promptly
following the date on which it is executed and delivered by, or receives the consent or
approval of, the requisite holders of Notes.




     (b) Payment. The Company will not directly or indirectly pay or cause to be
paid any remuneration, whether by way of supplemental or additional interest, fee or
otherwise, or grant any security or provide other credit support, to any holder of Notes as
consideration for or as an inducement to the entering into by any holder of Notes of any
waiver or amendment of any of the terms and provisions hereof unless such remuneration is
concurrently paid, or security is concurrently granted or other credit support concurrently
provided, on the same terms, ratably to each holder of Notes then outstanding even if such
holder did not consent to such waiver or amendment.



     17.3. Binding Effect, etc.



     Any amendment or waiver consented to as provided in this Section 17 applies equally to all
holders of Notes and is binding upon them and upon each future holder of any Note and upon the
Company without regard to whether such Note has been marked to indicate such amendment or waiver.
No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default
or Event of Default not expressly amended or waived or impair any right consequent thereon. No
course of dealing between the Company and the holder of any Note nor any delay in exercising any
rights hereunder or under any Note shall operate as a waiver of any



37









 







rights of any holder of such Note. As used herein, the terms “this Agreement” and “the Loan
Documents” and references thereto shall mean this Agreement and the Loan Documents as they may from
time to time be amended or supplemented.



     17.4. Notes Held by Company, etc.



     Solely for the purpose of determining whether the holders of the requisite percentage of the
aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver
or consent to be given under this Agreement or the Notes, or have directed the taking of any action
provided herein or in the Notes to be taken upon the direction of the holders of a specified
percentage of the aggregate principal amount of Notes then outstanding, Notes directly or
indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.



18. NOTICES.




     All notices and communications provided for hereunder shall be in writing and sent (a) by
telecopy if the sender on the same day sends a confirming copy of such notice by a recognized
overnight delivery service (charges prepaid), or (b) by registered or certified mail with return
receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with
charges prepaid). Any such notice must be sent:




     (i) if to any Purchaser or its nominee, to such Purchaser or nominee at the
address specified for such communications in Schedule A, or at such other address as
such Purchaser or nominee shall have specified to the Company in writing,




     (ii) if to any other holder of any Note, to such holder at such address as such
other holder shall have specified to the Company in writing, or




     (iii) if to the Company, to the Company at its address set forth at the
beginning hereof to the attention of the President, or at such other address as the
Company shall have specified to the holder of each Note in writing.


Notices under this Section 18 will be deemed given only when actually received.




19. REPRODUCTION OF DOCUMENTS.




     The Loan Documents and all documents relating thereto, including, without limitation, (a)
consents, waivers and modifications that may hereafter be executed, (b) documents received by any
Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates
and other information previously or hereafter furnished to any Purchaser, may be reproduced by such
Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such
Purchaser may destroy any original document so reproduced. The Company agrees and stipulates that,
to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as
the original itself in any judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by such Purchaser in the regular course of
business) and any enlargement, facsimile or



38









 







further reproduction of such reproduction shall likewise be admissible in evidence. This
Section 19 shall not prohibit the Company or any other holder of Notes from contesting any such
reproduction to the same extent that it could contest the original, or from introducing evidence to
demonstrate the inaccuracy of any such reproduction.



20. CONFIDENTIAL INFORMATION.




     For the purposes of this Section 20, “Confidential Information” means information delivered to
any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions
contemplated by or otherwise pursuant to any of the Loan Documents that is proprietary in nature
and that was clearly marked or labeled or otherwise adequately identified when received by such
Purchaser as being confidential information of the Company or such Subsidiary, provided that such
term does not include information that (a) was publicly known or otherwise known to such Purchaser
prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or
omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes
known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d)
constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise
publicly available. Each Purchaser will maintain the confidentiality of such Confidential
Information in accordance with procedures adopted by such Purchaser in good faith to protect
confidential information of third parties delivered to such Purchaser, provided that such Purchaser
may deliver or disclose Confidential Information to (i) its directors, officers, employees, agents,
attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the
administration of the investment represented by its Notes), (ii) its financial advisors and other
professional advisors who agree to hold confidential the Confidential Information substantially in
accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any
Institutional Investor to which it sells or offers to sell such Note or any part thereof or any
participation therein (if such Person has agreed in writing prior to its receipt of such
Confidential Information to be bound by the provisions of this Section 20), (v) any Person from
which it offers to purchase any security of the Company (if such Person has agreed in writing prior
to its receipt of such Confidential Information to be bound by the provisions of this Section 20),
(vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the
NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating
agency that requires access to information about such Purchaser’s investment portfolio, or (viii)
any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect
compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to
any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser
is a party or (z) if an Event of Default has occurred and is continuing, to the extent such
Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in
the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and
any of the other Loan Documents. Each holder of a Note, by its acceptance of a Note, will be
deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as
though it were a party to this Agreement. On reasonable request by the Company in connection with
the delivery to any holder of a Note of information required to be delivered to such holder under
this Agreement or requested by such holder (other than a holder that is a party to this Agreement
or its nominee), such holder will enter into an agreement with the Company embodying the provisions
of this Section 20.



39









 





21. SUBSTITUTION OF PURCHASER.




     Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser
of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which
notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s
agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the
accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such
notice, any reference to such Purchaser in this Agreement (other than in this Section 21), shall be
deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such
Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to
such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Company
of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement
(other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall
refer to such original Purchaser, and such original Purchaser shall again have all the rights of an
original holder of the Notes under this Agreement.



22. MISCELLANEOUS.




     22.1. Successors and Assigns.



     All covenants and other agreements contained in this Agreement by or on behalf of any of the
parties hereto bind and inure to the benefit of their respective successors and assigns (including,
without limitation, any subsequent holder of a Note) whether so expressed or not.



     22.2. Payments Due on Non-Business Days.



     Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting
the requirement in Section 8.4 that the notice of any optional prepayment specify a Business Day as
the date fixed for such prepayment), any payment of principal of or Make-Whole Amount or interest
on any Note that is due on a date other than a Business Day shall be made on the next succeeding
Business Day without including the additional days elapsed in the computation of the interest
payable on such next succeeding Business Day; provided that if the maturity date of any Note is a
date other than a Business Day, the payment otherwise due on such maturity date shall be made on
the next succeeding Business Day and shall include the additional days elapsed in the computation
of interest payable on such next succeeding Business Day.



     22.3. Interest.




     (a) Each provision in this Agreement, the Notes and the other Loan Documents is
expressly limited so that in no event whatsoever shall the amount paid, or otherwise agreed
to be paid, to any holder of Notes for the use, forbearance or detention of the indebtedness
evidenced by the Notes or any other Loan Document or otherwise (including any sums paid as
required by any covenant or obligation contained herein or in any other Loan Document which
is for the use, forbearance or detention of such money), exceed that amount of money which
would cause the effective rate of interest to exceed the Highest Lawful Rate, and all
amounts owed under this Agreement, the Notes and each other Loan Document shall be held to
be subject to reduction to the effect that such



40









 







amounts so paid or agreed to be paid which are for the use, forbearance or detention of
money under this Agreement, the Notes or any other Loan Documents shall in no event exceed
that amount of money which would cause the effective rate of interest to exceed the Highest
Lawful Rate.




     (b) Anything in this Agreement, any Note or any other Loan Document to the contrary
notwithstanding, the Company shall never be required to pay unearned interest on any Note or
ever be required to pay interest on such Note at a rate in excess of the Highest Lawful
Rate, and if the effective rate of interest which would otherwise be payable under this
Agreement, such Note or any other Loan Document would exceed the Highest Lawful Rate, or if
the holder of such Note shall receive any unearned interest or shall receive monies that are
deemed to constitute interest which would increase the effective rate of interest payable by
the Company under this Agreement, such Note and the other Loan Documents to a rate in excess
of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable
by the Company under this Agreement, such Note and the other Loan Documents shall be reduced
to the amount allowed under applicable law and (ii) any unearned interest paid by the
Company or any interest paid by the Company in excess of the Highest Lawful Rate shall be in
the first instance credited on the principal of such Note with the excess thereof, if any,
refunded to the Company.




     (c) It is further agreed that, without limitation of the foregoing, all calculations of
the rate of interest contracted for, charged or received by any holder of Notes under the
Notes held by it, or under this Agreement or the other Loan Documents, which are made for
the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made,
to the extent permitted by usury laws applicable to such Notes (now or hereafter enacted),
by amortizing, prorating and spreading in equal parts during the period of the full stated
term of the loans evidenced by said Notes all interest at any time contracted for, charged
or received by such holder of Notes in connection therewith.




     (d) If, at any time and from time to time, (i) the amount of interest payable to any
holder of Notes on any date shall be computed at the Highest Lawful Rate and (ii) in respect
of any subsequent interest computation period the amount of interest otherwise payable to
such holder would be less than the Highest Lawful Rate, then the amount of interest payable
to such holder in respect of such subsequent interest computation period shall continue to
be computed at the Highest Lawful Rate until the total amount of interest payable to such
holder shall equal the total amount of interest which would have been payable to such holder
if the total amount of interest had been computed without giving effect to this Section
22.3.



     22.4. Accounting Terms.



     All accounting terms used herein which are not expressly defined in this Agreement have the
meanings respectively given to them in accordance with GAAP. Except as otherwise specifically
provided herein, (i) all computations made pursuant to this Agreement shall be made



41









 







in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance
with GAAP.



     22.5. Severability.



     Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall (to the full extent permitted by law) not invalidate or render
unenforceable such provision in any other jurisdiction.



     22.6. Construction, etc.



     Each covenant contained herein shall be construed (absent express provision to the contrary)
as being independent of each other covenant contained herein, so that compliance with any one
covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with
any other covenant. Where any provision herein refers to action to be taken by any Person, or
which such Person is prohibited from taking, such provision shall be applicable whether such action
is taken directly or indirectly by such Person.



     For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be
deemed to be a part hereof.



     22.7. Counterparts.



     This 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.



     22.8. Governing Law.



     This 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 permit the application of the laws of a jurisdiction other than
such State.



     22.9. Jurisdiction and Process; Waiver of Jury Trial.




     (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York
State or federal court sitting in the Borough of Manhattan, The City of New York, over any
suit, action or proceeding arising out of or relating to this Agreement or the Notes. To
the fullest extent permitted by applicable law, the Company irrevocably waives and agrees
not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject
to the jurisdiction of any such court, any objection that it may now or hereafter have to
the laying of the venue of any such suit, action or proceeding brought in any such court and
any claim that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum.



42









 






     (b) The Company consents to process being served by or on behalf of any holder of Notes
in any suit, action or proceeding of the nature referred to in Section 22.9(a) by mailing a
copy thereof by registered or certified mail (or any substantially similar form of mail),
postage prepaid, return receipt requested, to it at its address specified in Section 18 or
at such other address of which such holder shall then have been notified pursuant to said
Section. The Company agrees that such service upon receipt (i) shall be deemed in every
respect effective service of process upon it in any such suit, action or proceeding and (ii)
shall, to the fullest extent permitted by applicable law, be taken and held to be valid
personal service upon and personal delivery to it. Notices hereunder shall be conclusively
presumed received as evidenced by a delivery receipt furnished by the United States Postal
Service or any reputable commercial delivery service.




     (c) Nothing in this Section 22.9 shall affect the right of any holder of a Note to
serve process in any manner permitted by law, or limit any right that the holders of any of
the Notes may have to bring proceedings against the Company in the courts of any appropriate
jurisdiction (if such court can properly assert jurisdiction over the subject matter of such
proceedings) or to enforce in any lawful manner a judgment obtained in one jurisdiction in
any other jurisdiction.




     (d) The parties hereto hereby waive trial by jury in any action brought on or with
respect to any of the Loan Documents or any other document executed in connection therewith.



     22.10. Indemnification.



     The Company hereby waives any claim for contribution against any Indemnitee and agrees to
indemnify, exonerate and hold each Indemnitee free and harmless from and against any and all
actions, causes of action, suits, citations, directives, demands, assessments, losses, liabilities,
damages and expenses, including (without limitation) reasonable attorneys’ fees and disbursements
(subject to the provisions of Section 15.1) and, in the case of clause (e) below, fees and
disbursements of environmental consultants (collectively, the “Indemnified Liabilities”), incurred,
suffered, sustained or required to be paid by the Indemnitees or any of them as a result of, or
arising out of, or relating to (a) any transaction financed in whole or in part directly or
indirectly with the proceeds of any of the Notes, (b) the exercise, protection or enforcement of
rights, remedies, powers or privileges of any holder of Notes under this Agreement or any other
Loan Document, (c) the breach of any representation or warranty of any Loan Party contained herein
or in any other Loan Document, (d) the nonfulfillment by any Loan Party of, or its failure to
perform, any of its covenants or agreements contained in this Agreement or any of the other Loan
Documents or (e) the presence of Hazardous Materials on, or the escape, seepage, leakage, spillage,
discharge, emission or release of Hazardous Materials from, any of the real properties of the
Company or any Subsidiary or any site, facility or location to which any material, products, waste
or other substances from or attributable to the business or operations of the Company or any
Subsidiary have been transported for treatment, disposal, storage or deposit, any violation of, or
noncompliance with, any Environmental Law at any such property, site, facility or location, any
Environmental Claim in connection with the Company or any property of the Company, except, in each
case, for any of such Indemnified Liabilities



43









 







arising on account of such Indemnitee’s gross negligence or willful misconduct, and if and to
the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby
agrees to make the maximum contribution to the payment and satisfaction of the Indemnified
Liabilities that is permissible under applicable law. The obligations of the Company under this
Section 22.10 shall survive the transfer and payment of the Notes.



     22.11. Survival of Indemnities, etc.



     The indemnities contained in this Agreement are cumulative and in addition to the indemnities
contained in the other Loan Documents and shall survive the termination of this Agreement and the
transfer and payment of the Notes.



[Remainder of page left intentionally blank. Next page is signature page.]




44









 








     If you are in agreement with the foregoing, please sign the form of agreement on a counterpart
of this Agreement and return it to the Company, whereupon this Agreement shall become a binding
agreement between you and the Company.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	CASH AMERICA INTERNATIONAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Austin D. Nettle	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Austin D. Nettle	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 





This Agreement is hereby accepted and agreed to as of the date thereof.




	 	 	 	 	 
	FORT DEARBORN LIFE INSURANCE COMPANY
	By:   Advantus Capital Management, Inc.  
	 
	 	 	 	 
	By:

	 	/s/ John Leiviska	 	 
	 

	 	 	 	 
	Name:

	 	John Leiviska	 	 
	Title:

	 	Vice President	 	 
	 
	 	 	 	 
	MINNESOTA LIFE INSURANCE COMPANY
	By:   Advantus Capital Management, Inc.
	 
	 	 	 	 
	By:

	 	/s/ Thomas B. Houghton	 	 
	 

	 	 	 	 
	Name:

	 	Thomas B. Houghton	 	 
	Title:

	 	Vice President	 	 
	 
	 	 	 	 
	CINCINNATI INSURANCE COMPANY
	By:   Advantus Capital Management, Inc.
	 
	 	 	 	 
	By:

	 	/s/ David Land	 	 
	 

	 	 	 	 
	Name:

	 	David Land	 	 
	Title:

	 	Vice President	 	 
	 
	 	 	 	 
	FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN
	By:   Advantus Capital Management, Inc.
	 
	 	 	 	 
	By:

	 	/s/ Theodore R. Hoxmeier	 	 
	 

	 	 	 	 
	Name:

	 	Theodore Hoxmeier	 	 
	Title:

	 	Vice President	 	 




[Signature Page to Note Purchase Agreement]




 









 






	 	 	 	 	 
	BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.
	By:   Advantus Capital Management, Inc.
	 
	 	 	 	 
	By:

	 	/s/ Joseph Gogola	 	 
	 

	 	 	 	 
	Name:

	 	Joseph Gogola	 	 
	Title:

	 	Vice President	 	 
	 
	 	 	 	 
	GREAT WESTERN INSURANCE COMPANY
	By:   Advantus Capital Management, Inc.
	 
	 	 	 	 
	By:

	 	/s/ Robert W. Thompson	 	 
	 

	 	 	 	 
	Name:

	 	Robert W. Thompson	 	 
	Title:

	 	Vice President	 	 
	 
	 	 	 	 
	FIDELITY LIFE ASSOCIATION
	By:   Advantus Capital Management, Inc.
	 
	 	 	 	 
	By:

	 	/s/ Steven R. Lane	 	 
	 

	 	 	 	 
	Name:

	 	Steven R. Lane	 	 
	Title:

	 	Vice President	 	 
	 
	 	 	 	 
	AMERICAN REPUBLIC INSURANCE COMPANY
	By:   Advantus Capital Management, Inc.
	 
	 	 	 	 
	By:

	 	/s/ James W. Tobin	 	 
	 

	 	 	 	 
	Name:

	 	James W. Tobin	 	 
	Title:

	 	Vice President	 	 
	 
	 	 	 	 
	TRUSTMARK INSURANCE COMPANY
	By:   Advantus Capital Management, Inc.
	 
	 	 	 	 
	By:

	 	/s/ James W. Tobin	 	 
	 

	 	 	 	 
	Name:

	 	James W. Tobin	 	 
	Title:

	 	Vice President	 	 
	 
	 	 	 	 
	SECURITY NATIONAL LIFE INSURANCE COMPANY
	By:   Advantus Capital Management, Inc.
	 
	 	 	 	 
	By:

	 	/s/ James W. Tobin	 	 
	 

	 	 	 	 
	Name:

	 	James W. Tobin	 	 
	Title:

	 	Vice President	 	 




[Signature Page to Note Purchase Agreement]




 









 






	 	 	 	 	 
	MIDLAND NATIONAL LIFE INSURANCE COMPANY
	By:   Guggenheim Partners Advisory Company, as its Agent
	 
	 	 	 	 
	By:

	 	/s/ Stephen D. Sautel	 	 
	 

	 	 	 	 
	Name:

	 	Stephen D. Sautel	 	 
	Title:

	 	Managing Director	 	 
	 
	 	 	 	 
	NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE
	By:   Guggenheim Partners Advisory Company, as its Agent
	 
	 	 	 	 
	By:

	 	/s/ Stephen D. Sautel	 	 
	 

	 	 	 	 
	Name:

	 	Stephen D. Sautel	 	 
	Title:

	 	Managing Director	 	 
	 
	 	 	 	 
	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	 	 
	 
	 	 	 	 
	PHOENIX LIFE INSURANCE COMPANY
	 
	 	 	 	 
	By:

	 	/s/ John H.Beers	 	 
	 

	 	 	 	 
	Name:

	 	John H. Beers	 	 
	Title:

	 	Vice President	 	 





 [Signature Page to Note Purchase Agreement]



 









 






	 	 	 	 	 
	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	 	 
	 
	 	 	 	 
	PRIMERICA LIFE INSURANCE COMPANY
	By:   Conning Asset Management Company, its Investment Manager
	 
	 	 	 	 
	By:

	 	/s/ Robert M. Mills	 	 
	 

	 	 	 	 
	Name:

	 	Robert Mills	 	 
	Title:

	 	Senior Vice President	 	 
	 
	 	 	 	 
	AMERICAN HEALTH AND LIFE INSURANCE COMPANY
	By:   Conning Asset Management Company, its Investment Manager
	 
	 	 	 	 
	By:

	 	/s/ Robert M. Mills	 	 
	 

	 	 	 	 
	Name:

	 	Robert Mills	 	 
	Title:

	 	Senior Vice President	 	 
	 
	 	 	 	 
	NATIONAL BENEFIT LIFE INSURANCE COMPANY
	By:   Conning Asset Management Company, its Investment Manager
	 
	 	 	 	 
	By:

	 	/s/ Robert M. Mills	 	 
	 

	 	 	 	 
	Name:

	 	Robert Mills	 	 
	Title:

	 	Senior Vice President	 	 






[Signature Page to Note Purchase Agreement]





 









 





SCHEDULE A




INFORMATION AS TO PURCHASERS




	 	 	 
	Participant Name	 	FORT DEARBORN LIFE INSURANCE COMPANY
	Name in Which Note is Registered

	 	STRAFE & CO.
	 
	 	 
	Note Registration Numbers; Principal
Amounts

	 	RB-1; $3,000,000
	 
	 	 
	Payment on Account of Note
	 	 
	 
	 	 
	                    Method

	 	Federal Funds Wire Transfer
	 
	 	 
	                    Account Information

	 	JP Morgan Private Client Services
	 

	 	ABA # 044-000-037
	 

	 	Credit: 980401787
	 

	 	Banc One Account: Fort Dearborn Life Insurance Company (Separate — MVA)
	 

	 	Banc One Account # 2600218706
	 

	 	Attn:           Andi Ringley
	 

	 	                    614-244-4084
	 
	 	 
	 

	 	Re:              see “Accompanying Information” below
	 
	 	 
	Accompanying Information

	 	Company:           CASH AMERICA INTERNATIONAL, INC.
	 
	 	 
	 

	 	Security:             6.21% Series B Senior Notes due December 19, 2021
	 
	 	 
	 

	 	PPN:                     14754D A# 7
	 
	 	 
	 

	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 
	Address for Notices Related to Payments

	 	Fort Dearborn Life Insurance Company
	 

	 	c/o Advantus Capital Management, Inc.
	 

	 	400 Robert Street North
	 

	 	St. Paul, MN 55101
	 

	 	Attn:           Client Administrator
	 
	 	 
	Address for All Other Notices

	 	Fort Dearborn Life Insurance Company
	 

	 	c/o Advantus Capital Management, Inc.
	 

	 	400 Robert Street North
	 

	 	St. Paul, MN 55101
	 

	 	Attn:           Client Administrator
	 
	 	 
	Signature Block

	 	FORT DEARBORN LIFE INSURANCE COMPANY
	 

	 	By:       Advantus Capital Management, Inc.
	 
	 	 
	 

	 	By:                                                            
	 

	 	Name:
	 

	 	Title:
	 
	 	 
	Instructions re Delivery of Notes

	 	Banc One Investment Management Group
	 

	 	c/o Trade Settlement
	 

	 	340 South Cleveland Avenue, Building 350
	 

	 	Westerville, OH 43081
	 

	 	OH1-0393
	 
	 	 
	Tax Identification Number

	 	36-2598882






Schedule A-1 









 






	 	 	 
	Participant Name	 	FORT DEARBORN LIFE INSURANCE COMPANY
	Name in Which Note is Registered

	 	STRAFE & CO.
	 
	 	 
	Note Registration Numbers; Principal
Amounts

	 	RB-2; $1,000,000
	 
	 	 
	Payment on Account of Note
	 	 
	 
	 	 
	                    Method

	 	Federal Funds Wire Transfer
	 
	 	 
	                    Account Information

	 	JP Morgan Private Client Services
	 

	 	ABA # 044-000-037
	 

	 	Credit: 980401787
	 

	 	Banc One Account: Fort Dearborn Life Insurance Company (General — ISA)
	 

	 	Banc One Account # 2600218707
	 

	 	Attn:           Andi Ringley
	 

	 	                    614-244-4084
	 
	 	 
	 

	 	Re:             see “Accompanying Information” below
	 
	 	 
	Accompanying Information

	 	Company:           CASH AMERICA INTERNATIONAL, INC.
	 
	 	 
	 

	 	Security:
            6.21% Series B Senior Notes due December 19, 2021
	 
	 	 
	 

	 	PPN:                     14754D A# 7
	 
	 	 
	 

	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 
	Address for Notices Related to Payments

	 	Fort Dearborn Life Insurance Company
	 

	 	c/o Advantus Capital Management, Inc.
	 

	 	400 Robert Street North
	 

	 	St. Paul, MN 55101
	 

	 	Attn:           Client Administrator
	 
	 	 
	Address for All Other Notices

	 	Fort Dearborn Life Insurance Company
	 

	 	c/o Advantus Capital Management, Inc.
	 

	 	400 Robert Street North
	 

	 	St. Paul, MN 55101
	 

	 	Attn:           Client Administrator
	 
	 	 
	Signature Block

	 	FORT DEARBORN LIFE INSURANCE COMPANY
	 

	 	By:        Advantus Capital Management, Inc.
	 
	 	 
	 

	 	By:                                                             
	 

	 	Name:
	 

	 	Title:
	 
	 	 
	Instructions re Delivery of Notes

	 	Banc One Investment Management Group
	 

	 	c/o Trade Settlement
	 

	 	340 South Cleveland Avenue, Building 350
	 

	 	Westerville, OH 43081
	 

	 	OH1-0393
	 
	 	 
	Tax Identification Number

	 	36-2598882






Schedule A-2 









 






	 	 	 
	Participant Name	 	FORT DEARBORN LIFE INSURANCE COMPANY
	Name in Which Note is Registered

	 	STRAFE & CO.
	 
	 	 
	Note Registration Numbers; Principal
Amounts

	 	RB-3; $1,000,000
	 
	 	 
	Payment on Account of Note
	 	 
	 
	 	 
	          Method

	 	Federal Funds Wire Transfer
	 
	 	 
	          Account Information

	 	JP Morgan Private Client Services
	 

	 	ABA # 044-000-037
	 

	 	Credit: 980401787
	 

	 	Banc One Account: Fort Dearborn Life Insurance Company
(Advantus IP)
	 

	 	Banc One Account # 2600218717
	 

	 	Attn:           Andi Ringley
	 

	 	                    614-244-4084
	 
	 	 
	 

	 	Re:             see “Accompanying Information” below
	 
	 	 
	Accompanying Information

	 	Company:           CASH AMERICA INTERNATIONAL, INC.
	 
	 	 
	 

	 	Security:             6.21% Series B Senior Notes due December 19, 2021
	 
	 	 
	 

	 	PPN:                     14754D A# 7
	 
	 	 
	 

	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 
	Address for Notices Related to Payments

	 	Fort Dearborn Life Insurance Company
	 

	 	c/o Advantus Capital Management, Inc.
	 

	 	400 Robert Street North
	 

	 	St. Paul, MN 55101
	 

	 	Attn:           Client Administrator
	 
	 	 
	Address for All Other Notices

	 	Fort Dearborn Life Insurance Company
	 

	 	c/o Advantus Capital Management, Inc.
	 

	 	400 Robert Street North
	 

	 	St. Paul, MN 55101
	 

	 	Attn:           Client Administrator
	 
	 	 
	Signature Block

	 	FORT DEARBORN LIFE INSURANCE COMPANY
	 

	 	By:        Advantus Capital Management, Inc.
	 
	 	 
	 

	 	By:                                                            
	 

	 	Name:
	 

	 	Title:
	 
	 	 
	Instructions re Delivery of Notes

	 	Banc One Investment Management Group
	 

	 	c/o Trade Settlement
	 

	 	340 South Cleveland Avenue, Building 350
	 

	 	Westerville, OH 43081
	 

	 	OH1-0393
	 
	 	 
	Tax Identification Number

	 	36-2598882






Schedule A-3 









 






	 	 	 
	Participant Name	 	MINNESOTA LIFE INSURANCE COMPANY
	Name in Which Note is Registered

	 	MINNESOTA LIFE INSURANCE COMPANY
	 
	 	 
	Note Registration Numbers; Principal
Amounts

	 	RA-1; $4,000,000
	 
	 	 
	Payment on Account of Note
	 	 
	 
	 	 
	                    Method

	 	Federal Funds Wire Transfer
	 
	 	 
	                    Account Information

	 	Mellon Bank
	 

	 	Pittsburgh, PA
	 

	 	ABA # 011-001-234
	 

	 	DDA # 048771
	 

	 	Account Name:           Minnesota Life Insurance Company
	 

	 	Account Number:      ADFF0106002
	 

	 	Cost Code:                  1167
	 
	 

	 	Re:           see “Accompanying Information” below
	 
	 	 
	Accompanying Information

	 	Company:           CASH AMERICA INTERNATIONAL, INC.
	 
	 	 
	 

	 	Security:             6.09% Series A Senior Notes due December 19, 2016
	 
	 	 
	 

	 	PPN:                     14754D A@ 9
	 
	 	 
	 

	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 
	Address for Notices Related to Payments

	 	Minnesota Life Insurance Company
	 

	 	400 Robert Street North
	 

	 	St. Paul, MN 55101
	 

	 	Attn:           Advantus Capital Management, Inc.
	 

	 	Fax:             651-223-5029
	 
	 	 
	Address for All Other Notices

	 	Minnesota Life Insurance Company
	 

	 	400 Robert Street North
	 

	 	St. Paul, MN 55101
	 

	 	Attn:           Advantus Capital Management, Inc.
	 

	 	Fax:             651-223-5029
	 
	 	 
	Signature Block

	 	MINNESOTA LIFE INSURANCE COMPANY
	 

	 	By:        Advantus Capital Management, Inc.
	 
	 	 
	 

	 	By:                                                             
	 

	 	Name:
	 

	 	Title:
	 
	 	 
	Instructions re Delivery of Notes

	 	Minnesota Life Insurance Company
	 

	 	400 Robert Street North
	 

	 	St. Paul, MN 55101
	 

	 	Attn:           Advantus Capital Management, Inc.
	 
	 	 
	Tax Identification Number

	 	41-0417830






Schedule A-4 









 






	 	 	 
	Participant Name	 	CINCINNATI INSURANCE COMPANY
	Name in Which Note is Registered

	 	CINCINNATI INSURANCE COMPANY
	 
	 	 
	Note Registration Numbers; Principal
Amounts

	 	RB-4; $3,500,000
	 
	 	 
	Payment on Account of Note
	 	 
	 
	 	 
	                    Method

	 	Federal Funds Wire Transfer
	 
	 	 
	                    Account Information

	 	Fifth Third Bank
	 

	 	Cincinnati, OH
	 

	 	ABA # 042-000-314
	 

	 	Account:   71575856
	 

	 	                    Trust Operations
	 

	 	FFC:           010034362646
	 

	 	                    SK-AGT Cincinnati Insurance Company
	 
	 

	 	Re:             see “Accompanying Information” below
	 
	 	 
	Accompanying Information

	 	Company:           CASH AMERICA INTERNATIONAL, INC.
	 
	 	 
	 

	 	Security:
            6.21% Series B Senior Notes due December 19, 2021
	 
	 	 
	 
	 	 
	 

	 	PPN:                     14754D A# 7
	 
	 	 
	 

	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 
	Address for Notices Related to Payments

	 	Cincinnati Insurance Company
	 

	 	c/o Advantus Capital Management, Inc.
	 

	 	400 Robert Street North
	 

	 	St. Paul, MN 55101
	 

	 	Attn:           Client Administrator
	 
	 	 
	Address for All Other Notices

	 	Cincinnati Insurance Company
	 

	 	c/o Advantus Capital Management, Inc.
	 

	 	400 Robert Street North
	 

	 	St. Paul, MN 55101
	 

	 	Attn:           Client Administrator
	 
	 	 
	Signature Block

	 	CINCINNATI INSURANCE COMPANY
	 

	 	By:         Advantus Capital Management, Inc.
	 
	 	 
	 

	 	By:                                                            
	 

	 	Name:
	 

	 	Title:
	 
	 	 
	Instructions re Delivery of Notes

	 	Fifth Third Bank
	 

	 	5050 Kingsley Drive
	 

	 	Md: 1MOB2J
	 

	 	Cincinnati, OH 45263
	 

	 	Attn:           Kim Turner
	 

	 	                    513-358-8018
	 
	 	 
	Tax Identification Number

	 	31-0542366






Schedule A-5 









 






	 	 	 
	Participant Name	 	FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN
	Name in Which Note is Registered

	 	FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN
	 
	 	 
	Note Registration Numbers; Principal
Amounts

	 	RB-5; $3,000,000
	 
	 	 
	Payment on Account of Note
	 	 
	 
	 	 
	                    Method

	 	Federal Funds Wire Transfer
	 
	 	 
	                    Account Information

	 	Comerica Bank
	 

	 	Detroit, MI
	 

	 	ABA # 072-000-096
	 

	 	For credit to:                Trust Operation — Fixed Income
	 

	 	                                     Unit Cost Center 98530
	 

	 	                                     Account # 21585-98530
	 

	 	For further credit to:     Farm Bureau Life Insurance Company of Michigan
	 

	 	                                     Account # 1085001633
	 
	 

	 	Re:           see “Accompanying Information” below
	 
	 	 
	Accompanying Information

	 	Company:           CASH AMERICA INTERNATIONAL, INC.
	 
	 	 
	 

	 	Security:             6.21% Series B Senior Notes due December 19, 2021
	 
	 	 
	 

	 	PPN:                  14754D A# 7
	 
	 	 
	 

	 	Due Date and Application (as among principal, premium and interest)
of the payment being made:
	 
	 	 
	Address for Notices Related to Payments

	 	Farm Bureau Life Insurance Company of Michigan
	 

	 	c/o Advantus Capital Management, Inc.
	 

	 	400 Robert Street North
	 

	 	St. Paul, MN 55101
	 

	 	Attn:           Client Administrator
	 
	 	 
	Address for All Other Notices

	 	Farm Bureau Life Insurance Company of Michigan
	 

	 	c/o Advantus Capital Management, Inc.
	 

	 	400 Robert Street North
	 

	 	St. Paul, MN 55101
	 

	 	Attn:           Client Administrator
	 
	 	 
	Signature Block

	 	FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN
	 

	 	By:          Advantus Capital Management, Inc.
	 
	 	 
	 

	 	By:                                                            
	 

	 	Name:
	 

	 	Title:
	 
	 	 
	Instructions re Delivery of Notes

	 	Comerica Bank
	 

	 	411 West Lafayette
	 

	 	Detroit, MI 48275-3404
	 

	 	Attn:           Dan Molnar MC 3462
	 
	 	 
	 

	 	Re:                Farm Bureau Life Insurance Company of Michigan

                      Internal Account # 1085001633
	 
	 	 
	Tax Identification Number

	 	38-6053670






Schedule A-6 









 






	 	 	 
	Participant Name	 	BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.
	Name in Which Note is Registered

	 	HARE & CO.
	 
	 	 
	Note Registration Numbers; Principal
Amounts

	 	RB-6; $1,500,000
	 
	 	 
	Payment on Account of Note
	 	 
	 
	 	 
	                    Method

	 	Federal Funds Wire Transfer
	 
	 	 
	                    Account Information

	 	Hare & Co.
	 

	 	c/o Bank of New York
	 

	 	ABA # 021-000-018
	 

	 	BNF = IOC566
	 

	 	Attn: P&I Department
	 

	 	Account: Blue Cross and Blue Shield of Florida, Inc.
	 

	 	               Account # 531463
	 
	 	 
	 

	 	Re:           see “Accompanying Information” below
	 
	 	 
	Accompanying Information

	 	Company:           CASH AMERICA INTERNATIONAL, INC.
	 
	 	 
	 

	 	Security:             6.21% Series B Senior Notes due December 19, 2021
	 
	 	 
	 

	 	PPN:                  14754D A# 7
	 
	 	 
	 

	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 
	Address for Notices Related to Payments

	 	Blue Cross and Blue Shield of Florida, Inc.
	 

	 	c/o Advantus Capital Management, Inc.
	 

	 	400 Robert Street North
	 

	 	St. Paul, MN 55101
	 

	 	Attn:           Client Administrator
	 
	 	 
	Address for All Other Notices

	 	Blue Cross and Blue Shield of Florida, Inc.
	 

	 	c/o Advantus Capital Management, Inc.
	 

	 	400 Robert Street North
	 

	 	St. Paul, MN 55101
	 

	 	Attn:           Client Administrator
	 
	 	 
	Signature Block

	 	BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.
	 

	 	By:          Advantus Capital Management, Inc.
	 
	 	 
	 

	 	By:                                                             
	 

	 	Name:
	 

	 	Title:
	 
	 	 
	Instructions re Delivery of Notes

	 	The Bank of New York
	 

	 	One Wall Street
	 

	 	3rd Floor, Window A
	 

	 	New York, NY 10286
	 
	 	 
	 

	 	Ref:                Blue Cross and Blue Shield of Florida, Inc.

                      Account # 531463
	 
	 	 
	Tax Identification Number

	 	59-2015694







Schedule A-7 









 





	 	 	 	 	 
	Participant Name	 	GREAT WESTERN INSURANCE COMPANY
	Name in Which Note is Registered	 	MERRILL LYNCH FOR GREAT WESTERN INSURANCE COMPANY
	 
	 	 	 	 
	Note Registration Numbers; Principal
Amounts	 	RB-7; $1,000,000
	 
	 	 	 	 
	Payment on Account of Note
	 	 	 	 
	 
	 	 	 	 
	          Method	 	Federal Funds Wire Transfer
	 
	 	 	 	 
	          Account Information	 	JPMorgan Chase
	 	 	ABA # 021-000-021
	 	 	DDA # 930-4-019012
	 	 	Sub Account # 035-00202
	 

	 	Attn:
	 	Richard D’Angelo
	 

	 	 	 	904-218-1683
	 
	 	 	 	 
	 

	 	Re:
	 	see “Accompanying Information” below
	 
	 	 	 	 
	Accompanying Information

	 	Company:
	 	          CASH AMERICA INTERNATIONAL, INC.
	 
	 	 	 	 
	 

	 	Security:
	 	          6.21% Series B Senior Notes due December 19, 2021
	 
	 	 	 	 
	 

	 	PPN:
	 	          14754D A# 7
	 
	 	 	 	 
	 	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 	 	 
	Address for Notices Related to Payments	 	Great Western Insurance Company
	 	 	c/o Advantus Capital Management, Inc.
	 	 	400 Robert Street North
	 	 	St. Paul, MN 55101
	 

	 	Attn:
	 	Client Administrator
	 
	 	 	 	 
	Address for All Other Notices	 	Great Western Insurance Company
	 	 	c/o Advantus Capital Management, Inc.
	 	 	400 Robert Street North
	 	 	St. Paul, MN 55101
	 

	 	Attn:
	 	Client Administrator
	 
	 	 	 	 
	Signature Block	 	GREAT WESTERN INSURANCE COMPANY
	 

	 	By:
	 	Advantus Capital Management, Inc.
	 
	 	 	 	 
	 	 	By:                                                             
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	Instructions re Delivery of Notes	 	New York Window / DTCC
	 	 	55 Water Street
	 	 	New York, NY 10041
	 

	 	Attn:
	 	Butch Puazo (212) 855-2465
	 

	 	 	 	Rosa Acebo (212) 855-2468
	 
	 	 	 	 
	 

	 	Ref:
	 	Great Western Insurance Company
	 

	 	 	 	Account # 70G-13700
	 
	 	 	 	 
	Tax Identification Number	 	87-0395954






Schedule A-8









 






	 	 	 	 	 
	Participant Name	 	FIDELITY LIFE ASSOCIATION
	Name in Which Note is Registered	 	ELL & CO.
	 
	 	 	 	 
	Note Registration Numbers; Principal
Amounts	 	RA-2; $1,000,000
	 
	 	 	 	 
	Payment on Account of Note
	 	 	 	 
	 
	 	 	 	 
	          Method	 	Federal Funds Wire Transfer
	 
	 	 	 	 
	          Account Information	 	The Northern Chgo / Trust
	 	 	ABA # 071-000-152
	 

	 	For Credit to:
	 	Account # 5186041000
	 

	 	Further Credit to:
	 	Fidelity Life Association
	 

	 	 	 	Account # 26-31640
	 

	 	 	 	Attn: Income Collections
	 
	 	 	 	 
	 	 	Re:    see “Accompanying Information” below
	 
	 	 	 	 
	Accompanying Information

	 	Company:
	 	CASH AMERICA INTERNATIONAL, INC.
	 
	 	 	 	 
	 

	 	Security:
	 	6.09% Series A Senior Notes due December 19,
2016
	 
	 	 	 	 
	 

	 	PPN:
	 	14754D A@ 9
	 
	 	 	 	 
	 	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 	 	 
	Address for Notices Related to Payments	 	Fidelity Life Association
	 	 	c/o Advantus Capital Management, Inc.
	 	 	400 Robert Street North
	 	 	St. Paul, MN 55101
	 	 	Attn:      Client Administrator
	 
	 	 	 	 
	Address for All Other Notices	 	Fidelity Life Association
	 	 	c/o Advantus Capital Management, Inc.
	 	 	400 Robert Street North
	 	 	St. Paul, MN 55101
	 	 	Attn:     Client Administrator
	 
	 	 	 	 
	Signature Block	 	FIDELITY LIFE ASSOCIATION
	 	 	By:      Advantus Capital Management, Inc.
	 
	 	 	 	 
	 	 	By:                                                             
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	Instructions re Delivery of Notes	 	The Northern Trust Company of New York
	 	 	Harborside Financial Center 10, Suite 1401
	 	 	3 Second Street
	 	 	Jersey City, NJ 07311
	 	 	Attn:	 	Jose Mero
	 
	 	 	 	 
	 

	 	Ref:
	 	Fidelity Life Association
	 

	 	 	 	Account # 26-31640
	 
	 	 	 	 
	Tax Identification Number	 	36-1068685






Schedule A-9









 






	 	 	 	 	 
	Participant Name	 	AMERICAN REPUBLIC INSURANCE COMPANY
	Name in Which Note is Registered	 	WELLS FARGO BANK N.A. AS CUSTODIAN FOR AMERICAN REPUBLIC
INSURANCE COMPANY
	 
	 	 	 	 
	Note Registration Numbers; Principal
Amounts	 	RA-3; $1,000,000
	 
	 	 	 	 
	Payment on Account of Note
	 	 	 	 
	 
	 	 	 	 
	          Method	 	Federal Funds Wire Transfer
	 
	 	 	 	 
	          Account Information	 	Wells Fargo Bank, N.A.
	 	 	ABA # 121-000-248
	 	 	BNFA = 0000840245 (must use all ten digits)
	 	 	BNF:    Trust Wire Clearing
	 

	 	FFC Attn:
	 	Income Collections, A/C # 20983400
	 

	 	Further Credit to:
	 	American Republic Insurance Company
	 

	 	 	 	Account # 20983400
	 
	 	 	 	 
	 	 	Re:      see “Accompanying Information” below
	 
	 	 	 	 
	Accompanying Information

	 	Company:
	 	CASH AMERICA INTERNATIONAL, INC.
	 
	 	 	 	 
	 

	 	Security:
	 	6.09% Series A Senior Notes due December 19,
2016
	 
	 	 	 	 
	 

	 	PPN:
	 	14754D A@ 9
	 
	 	 	 	 
	 	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 	 	 
	Address for Notices Related to Payments	 	American Republic Insurance Company
	 	 	c/o Advantus Capital Management, Inc.
	 	 	400 Robert Street North
	 	 	St. Paul, MN 55101
	 	 	Attn:      Client Administrator
	 
	 	 	 	 
	Address for All Other Notices	 	American Republic Insurance Company
	 	 	c/o Advantus Capital Management, Inc.
	 	 	400 Robert Street North
	 	 	St. Paul, MN 55101
	 	 	Attn:      Client Administrator
	 
	 	 	 	 
	Signature Block	 	AMERICAN REPUBLIC INSURANCE COMPANY
	 	 	By:      Advantus Capital Management, Inc.
	 
	 	 	 	 
	 	 	By:                                                             
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	Instructions re Delivery of Notes	 	Wells Fargo Bank, N.A.
	 	 	MAC N9306-059
	 	 	733 Marquette Avenue
	 	 	Investors Building, 5th Floor
	 	 	Security Control and Transfer
	 	 	Minneapolis, MN 55479
	 	 	Attn:      Duane Johnson (612) 667-6723
	 
	 	 	 	 
	 	 	Ref:        American Republic Insurance Company
	 	 	               Account # 23983400
	 
	 	 	 	 
	Tax Identification Number	 	42-0113630
	 
	 	 	 	 





Schedule A-10









 






	 	 	 	 	 
	Participant Name	 	TRUSTMARK INSURANCE COMPANY
	Name in Which Note is Registered	 	ELL & CO.
	 
	 	 	 	 
	Note Registration Numbers; Principal
Amounts	 	RA-4; $1,000,000
	 
	 	 	 	 
	Payment on Account of Note
	 	 	 	 
	 
	 	 	 	 
	          Method	 	Federal Funds Wire Transfer
	 
	 	 	 	 
	          Account Information	 	The Northern Chgo / Trust
	 	 	ABA # 071-000-152
	 

	 	For Credit to:
	 	Account # 5186041000
	 

	 	Further Credit to:
	 	Trustmark Insurance Company
	 

	 	 	 	Account # 26-11938
	 

	 	 	 	Attn:     Income Collections
	 
	 	 	 	 
	 	 	Re:      see “Accompanying Information” below
	 
	 	 	 	 
	Accompanying Information	 	Company:     CASH AMERICA INTERNATIONAL, INC.
	 
	 	 	 	 
	 	 	Security:      6.09% Series A Senior Notes due December 19, 2016
	 
	 	 	 	 
	 	 	PPN:            14754D A@ 9
	 
	 	 	 	 
	 	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 	 	 
	Address for Notices Related to Payments	 	Trustmark Insurance Company
	 	 	c/o Advantus Capital Management, Inc.
	 	 	400 Robert Street North
	 	 	St. Paul, MN 55101
	 	 	Attn:      Client Administrator
	 
	 	 	 	 
	Address for All Other Notices	 	Trustmark Insurance Company
	 	 	c/o Advantus Capital Management, Inc.
	 	 	400 Robert Street North
	 	 	St. Paul, MN 55101
	 	 	Attn:      Client Administrator
	 
	 	 	 	 
	Signature Block	 	TRUSTMARK INSURANCE COMPANY
	 	 	By:      Advantus Capital Management, Inc.
	 
	 	 	 	 
	 	 	By:                                                             
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	Instructions re Delivery of Notes	 	The Northern Trust Company of New York
	 	 	Harborside Financial Center 10, Suite 1401
	 	 	3 Second Street
	 	 	Jersey City, NJ 07311
	 	 	Attn:      Jose Mero
	 
	 	 	 	 
	 	 	Ref:        Trustmark Insurance Company
	 	 	               Account # 26-11938
	 
	 	 	 	 
	Tax Identification Number	 	36-0792925






Schedule A-11









 






	 	 	 	 	 
	Participant Name	 	SECURITY NATIONAL LIFE INSURANCE COMPANY
	Name in Which Note is Registered	 	HOW & CO.
	 
	 	 	 	 
	Note Registration Numbers; Principal
Amounts	 	RB-8; $500,000
	 
	 	 	 	 
	Payment on Account of Note
	 	 	 	 
	 
	 	 	 	 
	          Method	 	Federal Funds Wire Transfer
	 
	 	 	 	 
	          Account Information	 	NORTHERN CHGO / TRUST
	 	 	ABA # 071-000-152
	 	 	Account: 17-74574
	 	 	                  Zions First National Bank
	 

	 	Further Credit to:
	 	Security National Life
	 

	 	 	 	Account # 7794900A
	 
	 	 	 	 
	 	 	Re:      see “Accompanying Information” below
	 
	 	 	 	 
	Accompanying Information	 	Company:      CASH AMERICA INTERNATIONAL, INC.
	 
	 	 	 	 
	 	 	Security:        6.21% Series B Senior Notes due December 19, 2021
	 
	 	 	 	 
	 	 	PPN:              14754D A# 7
	 
	 	 	 	 
	 	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 	 	 
	Address for Notices Related to Payments	 	Security National Life Insurance Company
	 	 	c/o Advantus Capital Management, Inc.
	 	 	400 Robert Street North
	 	 	St. Paul, MN 55101
	 	 	Attn:      Client Administrator
	 
	 	 	 	 
	Address for All Other Notices	 	Security National Life Insurance Company
	 	 	c/o Advantus Capital Management, Inc.
	 	 	400 Robert Street North
	 	 	St. Paul, MN 55101
	 	 	Attn:      Client Administrator
	 
	 	 	 	 
	Signature Block	 	SECURITY NATIONAL LIFE INSURANCE COMPANY
	 	 	By:      Advantus Capital Management, Inc.
	 
	 	 	 	 
	 	 	By:                                                             
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	Instructions re Delivery of Notes	 	The Northern Trust Company of New York
	 	 	Harborside Financial Center, Plaza 10
	 	 	3 Second Street, Suite 1401
	 	 	Jersey City, NJ 07311-3988
	 	 	Ref:        Account # 17-74574, Zions First National Bank, Trust Department
	 	 	FFC:       Security National Life Insurance Company
	 	 	               Account # 7794900A
	 
	 	 	 	 
	Tax Identification Number	 	36-2610791






Schedule A-12









 






	 	 	 	 	 
	Purchaser Name	 	MIDLAND NATIONAL LIFE INSURANCE COMPANY
	Name in Which Note is Registered	 	HARE & CO.
	 
	 	 	 	 
	Note Registration Numbers; Principal
Amounts	 	RA-5; $8,000,000
	 
	 	 	 	 
	Payment on Account of Note
	 	 	 	 
	 
	 	 	 	 
	          Method	 	Federal Funds Wire Transfer
	 
	 	 	 	 
	          Account Information	 	The Bank of New York
	 	 	100 Church Street, 7th Floor
	 	 	New York, NY 10286
	 	 	ABA # 021-000-018
	 	 	BNF: IOC 566
	 

	 	Attn:
	 	Principal & Interest Department
	 
	 	 	 	 
	 

	 	Re:
	 	see “Accompanying Information” below
	 
	 	 	 	 
	Accompanying Information

	 	Company:
	 	          CASH AMERICA INTERNATIONAL, INC.
	 
	 	 	 	 
	 

	 	Security:
	 	          6.09% Series A Senior Notes due December 19, 2016
	 
	 	 	 	 
	 

	 	PPN:
	 	          14754D A@ 9
	 
	 	 	 	 
	 	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 	 	 
	Address for Notices Related to Payments	 	Midland National Life Insurance Company
	 	 	c/o The Bank of New York
	 	 	P.O. Box 19266
	 	 	Newark, NJ 07195
	 

	 	Attn:
	 	Principal & Interest Department
	 

	 	F/A/O:
	 	Midland Annuity, Account # 246670
	 
	 	 	 	 
	 	 	with a copy to:
	 
	 	 	 	 
	 	 	Midland Advisors Company
	 	 	227 West Monroe Street, 48th Floor
	 	 	Chicago, IL 60606
	 

	 	Attn:
	 	Melissa Carlson
	 

	 	Fax:
	 	312-827-0157
	 
	 	 	 	 
	Address for All Other Notices	 	Guggenheim Partners
	 	 	227 West Monroe Street, 48th Floor
	 	 	Chicago, IL 60606
	 

	 	Attn:
	 	Melissa Carlson
	 

	 	Fax:
	 	312-827-0157
	 
	 	 	 	 
	Signature Block	 	MIDLAND NATIONAL LIFE INSURANCE COMPANY
	 	 	By: Guggenheim Partners Advisory Company, as its Agent
	 
	 	 	 	 
	 	 	By:                                                             
	 

	 	Name:	 	 
	 

	 	Title:	 	 






Schedule A-13









 






	 	 	 	 	 
	Purchaser Name	 	MIDLAND NATIONAL LIFE INSURANCE COMPANY
	Instructions re Delivery of Notes	 	The Bank of New York
	 	 	One Wall Street
	 	 	3rd Floor, Window A
	 	 	New York, NY 10286
	 

	 	Attn:
	 	Alisha Feliz
	 

	 	Ref:
	 	Midland Annuity, Account # 246670
	 
	 	 	 	 
	Tax Identification Number	 	46-0164570






Schedule A-14









 






	 	 	 	 	 
	Purchaser Name	 	MIDLAND NATIONAL LIFE INSURANCE COMPANY
	Name in Which Note is Registered	 	HARE & CO.
	 
	 	 	 	 
	Note Registration Numbers; Principal
Amounts	 	RA-6; $1,000,000
	 
	 	 	 	 
	Payment on Account of Note
	 	 	 	 
	 
	 	 	 	 
	          Method	 	Federal Funds Wire Transfer
	 
	 	 	 	 
	          Account Information	 	The Bank of New York
		 	100 Church Street, 7th Floor
	 	 	New York, NY 10286
	 	 	ABA # 021-000-018
	 	 	MNL-BOLI General Account, Custody Account Number 0000-246378
	 
	 	 	 	 
	 

	 	Re:
	 	see “Accompanying Information” below
	 
	 	 	 	 
	Accompanying Information

	 	Company:
	 	          CASH AMERICA INTERNATIONAL, INC.
	 
	 	 	 	 
	 

	 	Security:
	 	          6.09% Series A Senior Notes due December 19, 2016
	 
	 	 	 	 
	 

	 	PPN:
	 	          14754D A@ 9
	 
	 	 	 	 
	 	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 	 	 
	Address for Notices Related to Payments	 	Midland National Life Insurance Company
	 	 	c/o The Bank of New York
	 	 	P.O. Box 19266
	 	 	Newark, NJ 07195
	 

	 	Attn:
	 	Principal & Interest Department
	 

	 	F/A/O:
	 	MNL-BOLI General Account, Account # 246378
	 
	 	 	 	 
	 	 	with a copy to:
	 
	 	 	 	 
	 	 	Midland Advisors Company
	 	 	227 West Monroe Street, 48th Floor
	 	 	Chicago, IL 60606
	 

	 	Attn:
	 	Melissa Carlson
	 

	 	Fax:
	 	312-827-0157
	 
	 	 	 	 
	Address for All Other Notices	 	Guggenheim Partners
	 	 	227 West Monroe Street, 48th Floor
	 	 	Chicago, IL 60606
	 

	 	Attn:
	 	Melissa Carlson
	 

	 	Fax:
	 	312-827-0157
	 
	 	 	 	 
	Signature Block	 	MIDLAND NATIONAL LIFE INSURANCE COMPANY
	 	 	By: Guggenheim Partners Advisory Company, as its Agent
	 
	 	 	 	 
	 	 	By:                                                             
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	Instructions re Delivery of Notes	 	The Bank of New York
	 	 	One Wall Street, 3rd Floor, Window A
	 	 	New York, NY 10286
	 

	 	Attn:
	 	Alisha Feliz
	 

	 	Ref:
	 	MNL-BOLI General Account, Account # 246378
	 
	 	 	 	 
	Tax Identification Number	 	46-0164570






Schedule A-15









 






	 	 	 	 	 
	Purchaser Name	 	NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE
	Name in Which Note is Registered	 	HARE & CO.
	 
	 	 	 	 
	Note Registration Numbers; Principal
Amounts	 	RA-7; $3,000,000
	 
	 	 	 	 
	Payment on Account of Note
	 	 	 	 
	 
	 	 	 	 
	          Method	 	Federal Funds Wire Transfer
	 
	 	 	 	 
	          Account Information	 	The Bank of New York
	 	 	100 Church Street, 7th Floor
	 	 	New York, NY 10286
	 	 	ABA # 021-000-018
	 	 	BNF:	 	IOC 566
	 

	 	Attn:
	 	Principal & Interest Department
	 
	 	 	 	 
	 

	 	Re:
	 	see “Accompanying Information” below
	 
	 	 	 	 
	Accompanying Information

	 	Company:
	 	          CASH AMERICA INTERNATIONAL, INC.
	 
	 	 	 	 
	 

	 	Security:
	 	          6.09% Series A Senior Notes due December 19, 2016
	 
	 	 	 	 
	 

	 	PPN:
	 	          14754D A@ 9
	 
	 	 	 	 
	 	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 	 	 
	Address for Notices Related to Payments	 	North American Company for Life and Health Insurance
	 	 	c/o The Bank of New York
	 	 	P.O. Box 19266
	 	 	Newark, NJ 07195
	 

	 	Attn:
	 	Principal & Interest Department
	 

	 	F/A/O:
	 	NACOLAH Main, Account # 269961
	 
	 	 	 	 
	 	 	with a copy to:
	 
	 	 	 	 
	 	 	Midland Advisors Company
	 	 	227 West Monroe Street, 48th Floor
	 	 	Chicago, IL 60606
	 

	 	Attn:
	 	Melissa Carlson
	 

	 	Fax:
	 	312-827-0157
	 
	 	 	 	 
	Address for All Other Notices	 	Guggenheim Partners
	 	 	227 West Monroe Street, 48th Floor
	 	 	Chicago, IL 60606
	 

	 	Attn:
	 	Melissa Carlson
	 

	 	Fax:
	 	312-827-0157
	 
	 	 	 	 
	Signature Block	 	NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE
	 	 	By: Guggenheim Partners Advisory Company, as its Agent
	 
	 	 	 	 
	 	 	By:                                                             
	 

	 	Name:	 	 
	 

	 	Title:	 	 







Schedule A-16










 






	 	 	 	 	 
	Purchaser Name	 	NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE
	Instructions re Delivery of Notes	 	The Bank of New York
	 	 	One Wall Street, 3rd Floor, Window A
	 	 	New York, NY 10286
	 

	 	Attn:
	 	Alisha Feliz
	 

	 	Ref:
	 	NACOLAH Main, Account # 269961
	 
	 	 	 	 
	Tax Identification Number	 	36-2428931






Schedule A-17









 






	 	 	 	 	 
	Purchaser Name	 	NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE
	Name in Which Note is Registered	 	HARE & CO.
	 
	 	 	 	 
	Note Registration Numbers; Principal
Amounts	 	RA-8; $3,000,000
	 
	 	 	 	 
	Payment on Account of Note
	 	 	 	 
	 
	 	 	 	 
	         Method	 	Federal Funds Wire Transfer
	 
	 	 	 	 
	         Account Information	 	The Bank of New York
	 	 	100 Church Street, 7th Floor
	 	 	New York, NY 10286
	 	 	ABA # 021-000-018
	 

	 	BNF:
	 	IOC 566
	 

	 	Attn:
	 	Principal & Interest Department
	 
	 	 	 	 
	 

	 	Re:
	 	see “Accompanying Information” below
	 
	 	 	 	 
	Accompanying Information

	 	Company:
	 	CASH AMERICA INTERNATIONAL, INC.
	 
	 	 	 	 
	 

	 	Security:
	 	6.09% Series A Senior Notes due December 19, 2016
	 
	 	 	 	 
	 

	 	PPN:
	 	14754D A@ 9
	 
	 	 	 	 
	 	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 	 	 
	Address for Notices Related to Payments	 	North American Company for Life and Health Insurance
	 	 	c/o The Bank of New York
	 	 	P.O. Box 19266
	 	 	Newark, NJ 07195
	 

	 	Attn:
	 	Principal & Interest Department
	 

	 	F/A/O:
	 	NACOLAH Annuity, Account # 269997
	 
	 	 	 	 
	 	 	with a copy to:
	 
	 	 	 	 
	 	 	Midland Advisors Company
	 	 	227 West Monroe Street, 48th Floor
	 	 	Chicago, IL 60606
	 

	 	Attn:
	 	Melissa Carlson
	 

	 	Fax:
	 	312-827-0157
	 
	 	 	 	 
	Address for All Other Notices	 	Guggenheim Partners
	 	 	227 West Monroe Street, 48th Floor
	 	 	Chicago, IL 60606
	 

	 	Attn:
	 	Melissa Carlson
	 

	 	Fax:
	 	312-827-0157
	 
	 	 	 	 
	Signature Block	 	NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE
	 	 	By: Guggenheim Partners Advisory Company, as its Agent
	 
	 	 	 	 
	 	 	By: 

	 	 	Name:
	 	 	Title:






Schedule A-18









 






	 	 	 	 	 
	Purchaser Name	 	NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE
	Instructions re Delivery of Notes	 	The Bank of New York
	 	 	One Wall Street
	 	 	3rd Floor, Window A
	 	 	New York, NY 10286
	 

	 	Attn:
	 	Alisha Feliz
	 

	 	Ref:
	 	NACOLAH Annuity, Account # 269997
	 
	 	 	 	 
	Tax Identification Number	 	36-2428931






Schedule A-19









 






	 	 	 	 	 
	Purchaser Name	 	CUNA
MUTUAL LIFE INSURANCE COMPANY
	Name in Which Note is Registered	 	TURNSPEED & CO.
	 
	 	 	 	 
	Note Registration Numbers; Principal
Amounts	 	RB-9; $4,725,000
	 
	 	 	 	 
	Payment on Account of Note
	 	 	 	 
	 
	 	 	 	 
	          Method	 	Federal Funds Wire Transfer
	 
	 	 	 	 
	          Account Information	 	State Street Bank
	 	 	New York, NY 10041
	 	 	ABA # 011-000-028
	 	 	Account:	 	State Street Bank
	 

	 	A/C:
	 	CUNA Mutual Life Insurance Company
	 

	 	 	 	Fund # ZT2A
	 
	 	 	 	 
	 

	 	Re:
	 	see “Accompanying Information” below
	 
	 	 	 	 
	Accompanying Information

	 	Company:
	 	CASH AMERICA INTERNATIONAL, INC.
	 
	 	 	 	 
	 

	 	Security:
	 	6.21% Series B Senior Notes due December 19, 2021
	 
	 	 	 	 
	 

	 	PPN:
	 	14754D A# 7
	 
	 	 	 	 
	 	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 	 	 
	Address for Notices Related to Payments	 	State Street Bank
	 	 	801 Pennsylvania
	 	 	Kansas City, Mo 64105
	 	 	Attn:           Brian Kershner
	 

	 	Fax:
	 	816-691-5545
	 

	 	E-Mail:
	 	Bdkersh@Statestreetkc.Com
	 
	 	 	 	 
	 

	 	with a copy to:

	 
	 	 	 	 
	 	 	CUNA Mutual Insurance Society
	 	 	5910 Mineral Point Road
	 	 	Madison, Wi 53705-4456
	 	 	Attn:	 	Rosie Pope
	 

	 	Fax:
	 	608-231-8591
	 

	 	E-Mail:
	 	Rosie.Pope@CUNAmutual.Com
	 
	 	 	 	 
	Address for All Other Notices	 	CUNA Mutual Insurance Society
	 	 	5910 Mineral Point Road
	 	 	Madison, WI 53705-4456
	 	 	Attn: Managing Director — Investments
	 

	 	Tel:
	 	608-231-8255
	 

	 	Fax:
	 	608-236-6224
	 

	 	E-Mail:
	 	John.Petchler@CUNAmutual.Com
	 
	 	 	 	 
	 	 	with a copy to:
	 
	 	 	 	 
	 	 	CUNA Mutual Insurance Society
	 	 	5910 Mineral Point Road
	 	 	Madison, WI 53705-4456
	 	 	Attn: Associate General Counsel
	 

	 	Tel:
	 	608-231-7653
	 

	 	Fax:
	 	608-236-7653
	 

	 	E-Mail:
	 	Steve.Suleski@CUNAmutual.Com






Schedule A-20









 






	 	 	 	 	 
	Purchaser Name	 	CUNA MUTUAL LIFE INSURANCE COMPANY
	Signature Block	 	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 

	 

	 	Name:
	 	James E. McDonald, Jr.
	 

	 	Title:
	 	Director, Private Placements
	 
	 	 	 	 
	Instructions re Delivery of Notes	 	DTC / New York Window
	 	 	55 Water Street
	 	 	New York, NY 10041
	 	 	Attn:        Robert Mendez
	 
	 	 	 	 
	Tax Identification Number	 	42-0388260






Schedule A-21









 






	 	 	 	 	 
	Participant Name	 	CUNA MUTUAL LIFE INSURANCE SOCIETY
	Name in Which Note is Registered	 	TURNKEYS & CO.
	 
	 	 	 	 
	Note Registration Numbers; Principal
Amounts	 	RB-10; $3,150,000
	 
	 	 	 	 
	Payment on Account of Note
	 	 	 	 
	 
	 	 	 	 
	         Method	 	Federal Funds Wire Transfer
	 
	 	 	 	 
	         Account Information	 	State Street Bank
	 	 	New York, NY 10041
	 	 	ABA # 011-000-028
	 	 	Account:	 	State Street Bank
	 

	 	A/C:
	 	CUNA Mutual Insurance Society
	 

	 	 	 	Fund # ZT1E
	 
	 	 	 	 
	 

	 	Re:
	 	(see “Accompanying Information” below)
	 
	 	 	 	 
	Accompanying Information

	 	Company:
	 	CASH AMERICA INTERNATIONAL, INC.
	 
	 	 	 	 
	 

	 	Security:
	 	6.21% Series B Senior Notes due December 19, 2021
	 
	 	 	 	 
	 

	 	PPN:
	 	14754D A# 7
	 
	 	 	 	 
	 	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 	 	 
	Address for Notices Related to Payments	 	State Street Bank
	 	 	801 Pennsylvania
	 	 	Kansas City, Mo 64105
	 	 	Attn:	 	Brian Kershner
	 

	 	Fax:
	 	816-691-5545
	 

	 	E-Mail:
	 	Bdkersh@Statestreetkc.Com
	 
	 	 	 	 
	 	 	with a copy to:
	 
	 	 	 	 
	 	 	CUNA Mutual Insurance Society
	 	 	5910 Mineral Point Road
	 	 	Madison, Wi 53705-4456
	 	 	Attn:          Rosie Pope
	 

	 	Fax:
	 	608-231-8591
	 

	 	E-Mail:
	 	Rosie.Pope@CUNAmutual.Com
	 
	 	 	 	 
	Address for All Other Notices	 	CUNA Mutual Insurance Society
	 	 	5910 Mineral Point Road
	 	 	Madison, WI 53705-4456
	 	 	Attn:          Managing Director — Investments
	 

	 	Tel: 	 	608-231-8255
	 

	 	Fax: 	 	608-236-6224
	 

	 	E-Mail:
	 	John.Petchler@CUNAmutual.Com
	 
	 	 	 	 
	 	 	with a copy to:
	 
	 	 	 	 
	 	 	CUNA Mutual Insurance Society
	 	 	5910 Mineral Point Road
	 	 	Madison, WI 53705-4456
	 	 	Attn:          Associate General Counsel
	 

	 	Tel:
	 	608-231-7653
	 

	 	Fax:
	 	608-236-7653
	 

	 	E-Mail:
	 	Steve.Suleski@CUNAmutual.Com







Schedule A-22










 





	 	 	 	 	 	 	 	 	 
	Participant Name	 	CUNA MUTUAL INSURANCE SOCIETY
	Signature Block	 	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	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:
	 	James E. McDonald, Jr.	 	 	 	 
	 

	 	Title:
	 	Director, Private Placements	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Instructions re Delivery of Notes	 	DTC / New York Window
	 	 	55 Water Street
	 	 	New York, NY 10041
	 

	 	Attn:
	 	Robert Mendez	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Tax Identification Number	 	39-0230590






Schedule A-23









 






	 	 	 	 	 	 	 	 	 
	Participant Name	 	CUMIS INSURANCE SOCIETY
	Name in Which Note is Registered	 	TURNJETTY & CO.
	 
	 	 	 	 	 	 	 	 
	Note Registration Numbers; Principal
Amounts	 	RB-11; $1,575,000
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Payment on Account of Note
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	                    Method	 	Federal Funds Wire Transfer
	 
	 	 	 	 	 	 	 	 
	                    Account Information	 	State Street Bank
	 	 	New York, NY 10041
	 	 	ABA # 011-000-028
	 	 	Account: 	 	State Street Bank
	 

	 	A/C:
	 	CUMIS Insurance Society	 	 	 	 
	 

	 	 	 	Fund # ZT1I	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	Re:
	 	     (see “Accompanying Information” below)	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	                    Accompanying Information

	 	Company:
	 	     CASH AMERICA INTERNATIONAL, INC.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Security:
	 	     6.21% Series B Senior Notes due December 19, 2021	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	PPN:
	 	     14754D A# 7	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 	 	 	 	 	 	 
	Address for Notices Related to Payments	 	State Street Bank
	 	 	801 Pennsylvania
	 	 	Kansas City, Mo 64105
	 

	 	Attn:
	 	Brian Kershner	 	 	 	 
	 

	 	Fax:
	 	816-691-5545	 	 	 	 
	 

	 	E-Mail:
	 	Bdkersh@Statestreetkc.Com	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	with a copy to:
	 
	 	 	 	 	 	 	 	 
	 	 	CUNA Mutual Insurance Society
	 	 	5910 Mineral Point Road
	 	 	Madison, Wi 53705-4456
	 	 	Attn: Rosie Pope
	 

	 	Fax:
	 	608-231-8591	 	 	 	 
	 

	 	E-Mail:
	 	Rosie.Pope@CUNAmutual.Com	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address for All Other Notices	 	CUNA Mutual Insurance Society
	 	 	5910 Mineral Point Road
	 	 	Madison, WI 53705-4456
	 	 	Attn: Managing Director — Investments
	 

	 	Tel:
	 	608-231-8255	 	 	 	 
	 

	 	Fax:
	 	608-236-6224	 	 	 	 
	 

	 	E-Mail:
	 	John.Petchler@CUNAmutual.Com	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	with a copy to:
	 
	 	 	 	 	 	 	 	 
	 	 	CUNA Mutual Insurance Society
	 	 	5910 Mineral Point Road
	 	 	Madison, WI 53705-4456
	 	 	Attn: Associate General Counsel
	 

	 	Tel:
	 	608-231-7653	 	 	 	 
	 

	 	Fax:
	 	608-236-7653	 	 	 	 
	 

	 	E-Mail:
	 	Steve.Suleski@CUNAmutual.Com	 	 	 	 






Schedule A-24









 






	 	 	 	 	 	 	 	 	 
	Participant Name	 	CUMIS INSURANCE SOCIETY
	Signature Block	 	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	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:
	 	James E. McDonald, Jr.	 	 	 	 
	 

	 	Title:
	 	Director, Private Placements	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Instructions re Delivery of Notes	 	DTC / New York Window
	 	 	55 Water Street
	 	 	New York, NY 10041
	 

	 	Attn:
	 	Robert Mendez	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Tax Identification Number	 	39-0972608






Schedule A-25









 






	 	 	 	 	 	 	 	 	 
	Participant Name	 	MEMBERS LIFE INSURANCE COMPANY
	Name in Which Note is Registered	 	TURNLAUNCH & CO.
	 
	 	 	 	 	 	 	 	 
	Note Registration Numbers; Principal
Amounts	 	RB-12; $1,050,000
	 
	 	 	 	 	 	 	 	 
	Payment on Account of Note
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	                    Method	 	Federal Funds Wire Transfer
	 
	 	 	 	 	 	 	 	 
	                    Account Information	 	State Street Bank
	 	 	New York, NY 10041
	 	 	ABA # 011-000-028
	 	 	Account: 	 	State Street Bank
	 

	 	A/C:
	 	MEMBERS Life Insurance Company	 	 	 	 
	 

	 	 	 	Fund # ZT1J	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Re:
	 	(see “Accompanying Information” below)	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Accompanying Information

	 	Company:
	 	     CASH AMERICA INTERNATIONAL, INC.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Security:
	 	     6.21% Series B Senior Notes due December 19, 2021	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	PPN:
	 	     14754D A# 7	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 	 	 	 	 	 	 
	Address for Notices Related to Payments	 	State Street Bank
	 	 	801 Pennsylvania
	 	 	Kansas City, Mo 64105
	 	 	Attn: 	 	Brian Kershner
	 

	 	Fax:
	 	816-691-5545	 	 	 	 
	 

	 	E-Mail:
	 	Bdkersh@Statestreetkc.Com	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	with a copy to:
	 
	 	 	 	 	 	 	 	 
	 	 	CUNA Mutual Insurance Society
	 	 	5910 Mineral Point Road
	 	 	Madison, Wi 53705-4456
	 	 	Attn: Rosie Pope
	 

	 	Fax:
	 	608-231-8591	 	 	 	 
	 

	 	E-Mail:
	 	Rosie.Pope@CUNAmutual.Com	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address for All Other Notices	 	CUNA Mutual Insurance Society
	 	 	5910 Mineral Point Road
	 	 	Madison, WI 53705-4456
	 	 	Attn: Managing Director — Investments
	 

	 	Tel:
	 	608-231-8255	 	 	 	 
	 

	 	Fax:
	 	608-236-6224	 	 	 	 
	 

	 	E-Mail:
	 	John.Petchler@CUNAmutual.Com	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	with a copy to:
	 
	 	 	 	 	 	 	 	 
	 	 	CUNA Mutual Insurance Society
	 	 	5910 Mineral Point Road
	 	 	Madison, WI 53705-4456
	 	 	Attn: Associate General Counsel
	 

	 	Tel:
	 	608-231-7653	 	 	 	 
	 

	 	Fax:
	 	608-236-7653	 	 	 	 
	 

	 	E-Mail:
	 	Steve.Suleski@CUNAmutual.Com	 	 	 	 






Schedule A-26









 






	 	 	 	 	 	 	 	 	 
	Participant Name	 	MEMBERS LIFE INSURANCE COMPANY
	Signature Block	 	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	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:
	 	James E. McDonald, Jr.	 	 	 	 
	 

	 	Title:
	 	Director, Private Placements	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Instructions re Delivery of Notes	 	DTC / New York Window
	 	 	55 Water Street
	 	 	New York, NY 10041
	 	 	Attn:     Robert Mendez
	 
	 	 	 	 	 	 	 	 
	Tax Identification Number	 	39-1236386






Schedule A-27









 






	 	 	 	 	 	 	 	 	 
	Purchaser Name	 	PHOENIX LIFE INSURANCE COMPANY
	Name in Which Note is Registered	 	PHOENIX LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 	 	 
	Note Registration Numbers; Principal
Amounts	 	RA-9; $3,000,000
	 
	 	 	 	 	 	 	 	 
	Payment on Account of Note
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	                    Method	 	Federal Funds Wire Transfer
	 
	 	 	 	 	 	 	 	 
	                    Account Information	 	Chase Manhattan Bank, N.A.
	 	 	New York, NY
	 	 	ABA # 021-000-021
	 	 	Account # 900-9000-200
	 	 	Account Name: Income Processing
	 

	 	Ref:
	 	G05123	 	 	 	 
	 

	 	 	 	Phoenix Life	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Re:
	 	see “Accompanying Information” below	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Accompanying Information

	 	Company:
	 	      CASH AMERICA INTERNATIONAL, INC.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Security:
	 	     6.09% Series A Senior Notes due December 19,
2016	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	PPN:
	 	     14754D A@ 9	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 	 	 	 	 	 	 
	Address for Notices Related to Payments	 	Phoenix Investment Partners
	 	 	56 Prospect Street
	 	 	Hartford, CT 06115
	 

	 	Attn:
	 	Private Placement Department	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address for All Other Notices	 	Phoenix Investment Partners
	 	 	56 Prospect Street
	 	 	Hartford, CT 06115
	 

	 	Attn:
	 	Private Placement Department	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Signature Block	 	PHOENIX LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Instructions re Delivery of Notes	 	Phoenix Life Insurance Company
	 	 	One American Row
	 	 	Hartford, CT 06115
	 

	 	Attn:
	 	John Mulrain	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Tax Identification Number	 	06-0493340






Schedule A-28









 






	 	 	 	 	 	 	 	 	 
	Purchaser Name	 	PHOENIX LIFE INSURANCE COMPANY
	Name in Which Note is Registered	 	PHOENIX LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 	 	 
	Note Registration Numbers; Principal
Amounts	 	RA-10; $2,000,000
	 
	 	 	 	 	 	 	 	 
	Payment on Account of Note
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	                    Method	 	Federal Funds Wire Transfer
	 
	 	 	 	 	 	 	 	 
	                    Account Information	 	Chase Manhattan Bank, N.A.
	 	 	New York, NY
	 	 	ABA # 021-000-021
	 	 	Account # 900-9000-200
	 	 	Account Name: Income Processing
	 

	 	Ref:
	 	G05689	 	 	 	 
	 

	 	 	 	Phoenix Life	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Re:
	 	     see “Accompanying Information” below	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Accompanying Information

	 	Company:
	 	      CASH AMERICA INTERNATIONAL, INC.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Security:
	 	     6.09% Series A Senior Notes due December 19,
2016	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	PPN:
	 	     14754D A@ 9	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 	 	 	 	 	 	 
	Address for Notices Related to Payments	 	Phoenix Investment Partners
	 	 	56 Prospect Street
	 	 	Hartford, CT 06115
	 

	 	Attn:
	 	Private Placement Department	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address for All Other Notices	 	Phoenix Investment Partners
	 	 	56 Prospect Street
	 	 	Hartford, CT 06115
	 

	 	Attn:
	 	Private Placement Department	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Signature Block	 	PHOENIX LIFE INSURANCE COMPANY
	 

	 	By:	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Instructions re Delivery of Notes	 	Phoenix Life Insurance Company
	 	 	One American Row
	 	 	Hartford, CT 06115
	 

	 	Attn:
	 	John Mulrain	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Tax Identification Number	 	06-0493340






Schedule A-29









 






	 	 	 	 	 	 	 	 	 
	Purchaser Name	 	OHIO NATIONAL LIFE ASSURANCE CORPORATION
	Name in Which Note is Registered	 	OHIO NATIONAL LIFE ASSURANCE CORPORATION
	 
	 	 	 	 	 	 	 	 
	Note Registration Numbers; Principal
Amounts	 	RA-11; $2,000,000
	 
	Payment on Account of Note
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	                    Method	 	Federal Funds Wire Transfer
	 
	 	 	 	 	 	 	 	 
	                    Account Information	 	U.S. Bank N.A.
	 	 	5th & Walnut Streets
	 	 	Cincinnati, OH 45202
	 	 	ABA # 042-000-013
	 	 	For credit to:    Ohio National Life Assurance Corporation
	 

	 	 	 	     Account # 865-215-8	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Re:
	 	see “Accompanying Information” below	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Accompanying Information

	 	Company:
	 	     CASH AMERICA INTERNATIONAL, INC.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Security:
	 	      6.09% Series A Senior Notes due December 19,
2016	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	PPN:
	 	     14754D A@ 9	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 	 	 	 	 	 	 
	Address for Notices Related to Payments	 	Ohio National Life Assurance Corporation
	 	 	One Financial Way
	 	 	Cincinnati, OH 45242
	 

	 	Attn:
	 	Investments	 	 	 	 
	 

	 	Fax:
	 	513-794-4506	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address for All Other Notices	 	Ohio National Life Assurance Corporation
	 	 	One Financial Way
	 	 	Cincinnati, OH 45242
	 

	 	Attn:
	 	Investments	 	 	 	 
	 

	 	Fax:
	 	513-794-4506	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Signature Block	 	OHIO NATIONAL LIFE ASSURANCE CORPORATION
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Instructions re Delivery of Notes	 	Ohio National Life Assurance Corporation
	 	 	One Financial Way
	 	 	Cincinnati, OH 45242
	 

	 	Attn:
	 	Jed Martin	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Tax Identification Number	 	31-0962495






Schedule A-30









 






	 	 	 	 	 	 	 	 	 
	Purchaser Name	 	THE OHIO NATIONAL LIFE INSURANCE COMPANY
	Name in Which Note is Registered	 	THE OHIO NATIONAL LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 	 	 
	Note Registration Numbers; Principal
Amounts	 	RA-12; $2,000,000
	 
	 	 	 	 	 	 	 	 
	Payment on Account of Note
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	                    Method	 	Federal Funds Wire Transfer
	 
	 	 	 	 	 	 	 	 
	                    Account Information	 	U.S. Bank N.A.
	 	 	5th & Walnut Streets
	 	 	Cincinnati, OH 45202
	 	 	ABA # 042-000-013
	 

	 	For credit to:
	 	   The Ohio National Life Insurance Company	 	 	 	 
	 

	 	 	 	  Account # 910-215-7	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Re:
	 	see “Accompanying Information” below	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Accompanying Information

	 	Company:
	 	      CASH AMERICA INTERNATIONAL, INC.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Security:
	 	     6.09% Series A Senior Notes due December 19,
2016	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	PPN:
	 	     14754D A@ 9	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 	 	 	 	 	 	 
	Address for Notices Related to Payments	 	The Ohio National Life Insurance Company
	 	 	One Financial Way
	 	 	Cincinnati, OH 45242
	 

	 	Attn:
	 	Investments	 	 	 	 
	 

	 	Fax:
	 	513-794-4506	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address for All Other Notices	 	The Ohio National Life Insurance Company
	 	 	One Financial Way
	 	 	Cincinnati, OH 45242
	 

	 	Attn:
	 	Investments	 	 	 	 
	 

	 	Fax:
	 	513-794-4506	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Signature Block	 	THE OHIO NATIONAL LIFE INSURANCE COMPANY
	 

	 	By	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Instructions re Delivery of Notes	 	The Ohio National Life Insurance Company
	 	 	One Financial Way
	 	 	Cincinnati, OH 45242
	 

	 	Attn:
	 	Jed Martin	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Tax Identification Number	 	31-0397080






Schedule A-31









 






	 	 	 	 	 	 	 	 	 
	Purchaser Name	 	PRIMERICA LIFE INSURANCE COMPANY / CONNING
	Name in Which Note is Registered	 	PRIMERICA LIFE INSURANCE COMPANY / CONNING
	 
	 	 	 	 	 	 	 	 
	Note Registration Numbers; Principal
Amounts	 	RA-13; $2,000,000
	 
	 	 	 	 	 	 	 	 
	Payment on Account of Note
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	                    Method	 	Federal Funds Wire Transfer
	 
	 	 	 	 	 	 	 	 
	                    Account Information	 	JPMorgan Chase Bank
	 	 	One Chase Manhattan Plaza
	 	 	New York, NY 10081
	 	 	ABA # 021-000-021
	 	 	Account: 	 	Trust Other Demand IT
SSG Custody 
Account # 900-9000-168
	 	 	FFC Account: 	 	Primerica Life Insurance Company
Account # G07131
	 
	 	 	 	 	 	 	 	 
	 

	 	Re:
	 	see “Accompanying Information” below	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Accompanying Information

	 	Company:
	 	     CASH AMERICA INTERNATIONAL, INC.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Security:
	 	     6.09% Series A Senior Notes due December 19, 2016	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	PPN:
	 	     14754D A@ 9	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 	 	 	 	 	 	 
	Address for Notices Related to Payments	 	Primerica Life Insurance Company
	 	 	c/o Conning Asset Management Company
	 	 	One Financial Plaza, 13th Floor
	 	 	Hartford, CT 06103-2627
	 

	 	Attn:
	 	John Scanlon	 	 	 	 
	 

	 	Fax:
	 	860-299-0121	 	 	 	 
	 

	 	Email:
	 	Conning_Documents@Conning.com	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address for All Other Notices	 	all financial Information should be directed to:
	 
	 	 	 	 	 	 	 	 
	 	 	Primerica Life Insurance Company
	 	 	c/o Conning Asset Management Company
	 	 	One Financial Plaza 14th Floor
	 	 	Hartford, CT 06103-2627
	 

	 	Attn:
	 	Robert Mills	 	 	 	 
	 

	 	Fax:
	 	860-299-0273	 	 	 	 
	 

	 	Email:
	 	Robert_Mills@Conning.com	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	all legal and other documentation should be directed to:
	 
	 	 	 	 	 	 	 	 
	 	 	Primerica Life Insurance Company
	 	 	c/o Conning Asset Management Company
	 	 	One Financial Plaza 13th Floor
	 	 	Hartford, CT 06103-2627
	 

	 	Attn:
	 	Vi Smalley	 	 	 	 
	 

	 	Fax:
	 	860-299-0054	 	 	 	 
	 

	 	Email:
	 	Vi_Smalley@Conning.com	 	 	 	 






Schedule A-32









 






	 	 	 	 	 	 	 	 	 
	Purchaser Name	 	PRIMERICA LIFE INSURANCE COMPANY / CONNING
	Signature Block	 	PRIMERICA LIFE INSURANCE COMPANY
	 	 	By: Conning Asset Management Company, its Investment Manager
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:
	 	Robert Mills	 	 	 	 
	 

	 	Title:
	 	Senior Vice President	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Instructions re Delivery of Notes	 	originals plus one copy to:
	 
	 	 	 	 	 	 	 	 
	 	 	Conning Asset Management Company
	 	 	One Financial Plaza 13th Floor
	 	 	Hartford, CT 06103-2627
	 

	 	Attn:
	 	Vi Smalley	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Tax Identification Number	 	04-1590590






Schedule A-33









 






	 	 	 	 	 	 	 	 	 
	Participant Name	 	AMERICAN HEALTH AND LIFE INSURANCE COMPANY
	Name in Which Note is Registered	 	AMERICAN HEALTH AND LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 	 	 
	Note Registration Numbers; Principal
Amounts	 	RA-14; $1,500,000
	 
	 	 	 	 	 	 	 	 
	Payment on Account of Note
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	                    Method	 	Federal Funds Wire Transfer
	 
	 	 	 	 	 	 	 	 
	                    Account Information	 	JPMorgan Chase Bank
	 	 	One Chase Manhattan Plaza
	 	 	New York, NY 10081
	 	 	ABA # 021-000-021
	 	 	Account: 	 	Trust Other Demand IT SSG Custody
Account # 900-9000-168
	 	 	FFC Account: 	 	American Health and Life Insurance Company
Account # G07155
	 
	 	 	 	 	 	 	 	 
	 

	 	Re:
	 	     see “Accompanying Information” below	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Accompanying Information

	 	Company:
	 	     CASH AMERICA INTERNATIONAL, INC.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Security:
	 	     6.09% Series A Senior Notes due December 19, 2016	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	PPN:
	 	14754D A@ 9	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 	 	 	 	 	 	 
	Address for Notices Related to Payments	 	American Health and Life Insurance Company
	 	 	c/o Conning Asset Management Company
	 	 	One Financial Plaza, 13th Floor
	 	 	Hartford, CT 06103-2627
	 

	 	Attn:
	 	John Scanlon	 	 	 	 
	 

	 	Fax:
	 	860-299-0121	 	 	 	 
	 

	 	Email:
	 	Conning_Documents@Conning.com	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address for All Other Notices	 	all financial Information should be directed to:
	 
	 	 	 	 	 	 	 	 
	 	 	American Health and Life Insurance Company
	 	 	c/o Conning Asset Management Company
	 	 	One Financial Plaza 14th Floor
	 	 	Hartford, CT 06103-2627
	 

	 	Attn:
	 	Robert Mills	 	 	 	 
	 

	 	Fax:
	 	860-299-0273	 	 	 	 
	 

	 	Email:
	 	Robert_Mills@Conning.com	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	all legal and other
documentation should be directed to:
	 
	 	 	 	 	 	 	 	 
	 	 	American Health and Life Insurance Company
	 	 	c/o Conning Asset Management Company
	 	 	One Financial Plaza 13th Floor
	 	 	Hartford, CT 06103-2627
	 

	 	Attn:
	 	Vi Smalley	 	 	 	 
	 

	 	Fax:
	 	860-299-0054	 	 	 	 
	 

	 	Email:
	 	Vi_Smalley@Conning.com	 	 	 	 






Schedule A-34









 






	 	 	 	 	 	 	 	 	 
	Participant Name	 	AMERICAN HEALTH AND LIFE INSURANCE COMPANY
	Signature Block	 	AMERICAN HEALTH AND LIFE INSURANCE COMPANY
	 	 	By: Conning Asset Management Company, its Investment Manager
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:
	 	Robert Mills	 	 	 	 
	 

	 	Title:
	 	Senior Vice President	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Instructions re Delivery of Notes	 	originals plus one copy to:
	 
	 	 	 	 	 	 	 	 
	 	 	Conning Asset Management Company
	 	 	One Financial Plaza 13th Floor
	 	 	Hartford, CT 06103-2627
	 

	 	Attn:
	 	Vi Smalley	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Tax Identification Number	 	52-0696632






Schedule A-35









 






	 	 	 	 	 	 	 	 	 
	Participant Name	 	NATIONAL BENEFIT LIFE INSURANCE COMPANY
	Name in Which Note is Registered	 	NATIONAL BENEFIT LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 	 	 
	Note Registration Numbers; Principal
Amounts	 	RA-15; $500,000
	 
	 	 	 	 	 	 	 	 
	Payment on Account of Note
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	                    Method	 	Federal Funds Wire Transfer
	 
	 	 	 	 	 	 	 	 
	                    Account Information	 	JPMorgan Chase Bank
	 	 	One Chase Manhattan Plaza
	 	 	New York, NY 10081
	 	 	ABA # 021-000-021
	 	 	Account: 	 	Trust Other Demand IT SSG Custody
Account # 900-9000-168
	 	 	FFC Account: 	 	National Benefit Life Insurance Company
Account # G07127
	 
	 	 	 	 	 	 	 	 
	 

	 	Re:
	 	see “Accompanying Information” below	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Accompanying Information

	 	Company:
	 	     CASH AMERICA INTERNATIONAL, INC.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Security:
	 	     6.09% Series A Senior Notes due December 19, 2016	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	PPN:
	 	     14754D A@ 9	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Due Date and Application (as among principal, premium and
interest) of the payment being made:
	 
	 	 	 	 	 	 	 	 
	Address for Notices Related to Payments	 	National Benefit Life Insurance Company
	 	 	c/o Conning Asset Management Company
	 	 	One Financial Plaza, 13th Floor
	 	 	Hartford, CT 06103-2627
	 

	 	Attn:
	 	John Scanlon	 	 	 	 
	 

	 	Fax:
	 	860-299-0121	 	 	 	 
	 

	 	Email:
	 	Conning_Documents@Conning.com	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address for All Other Notices	 	all financial Information should be directed to:
	 
	 	 	 	 	 	 	 	 
	 	 	National Benefit Life Insurance Company
	 	 	c/o Conning Asset Management Company
	 	 	One Financial Plaza 14th Floor
	 	 	Hartford, CT 06103-2627
	 

	 	Attn:
	 	Robert Mills	 	 	 	 
	 

	 	Fax:
	 	860-299-0273	 	 	 	 
	 

	 	Email:
	 	Robert_Mills@Conning.com	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	all legal and other documentation should be directed to:
	 
	 	 	 	 	 	 	 	 
	 	 	National Benefit Life Insurance Company
	 	 	c/o Conning Asset Management Company
	 	 	One Financial Plaza 13th Floor
	 	 	Hartford, CT 06103-2627
	 

	 	Attn:
	 	Vi Smalley	 	 	 	 
	 

	 	Fax:
	 	860-299-0054	 	 	 	 
	 

	 	Email:
	 	Vi_Smalley@Conning.com	 	 	 	 






Schedule A-36









 






	 	 	 	 	 	 	 	 	 
	Participant Name	 	NATIONAL BENEFIT LIFE INSURANCE COMPANY
	Signature Block	 	NATIONAL BENEFIT LIFE INSURANCE COMPANY
	 	 	By: Conning Asset Management Company, its Investment

Manager
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:
	 	Robert Mills	 	 	 	 
	 

	 	Title:
	 	Senior Vice President	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Instructions re Delivery of Notes	 	originals plus one copy to:
	 
	 	 	 	 	 	 	 	 
	 	 	Conning Asset Management Company
	 	 	One Financial Plaza 13th Floor
	 	 	Hartford, CT 06103-2627
	 

	 	Attn:
	 	Vi Smalley	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Tax Identification Number	 	23-1618791







Schedule A-37









 








SCHEDULE B



DEFINED TERMS



     As used herein, the following terms have the respective meanings set forth below or set forth
in the Section hereof following such term:



     “Affiliate” means, at any time, and with respect to any Person, any other Person that at such
time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is
under common Control with, such first Person, and, with respect to the Company, shall include any
Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting
or equity interests of the Company or any Subsidiary or any corporation of which the Company and
its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of
any class of voting or equity interests. As used in this definition, “Control” means the
possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by contract or
otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a
reference to an Affiliate of the Company.



     “this Agreement” means this Note Purchase Agreement, as amended, supplemented or otherwise
modified from time to time.



     “Anti-Terrorism Order” means Executive Order No. 13,224 of September 23, 2001, Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support
Terrorism, 66 U.S. Fed. Reg. 49079 (2001), as amended.



     “Business
Day” means (a) for the purposes of Section 8.6 only,
any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are
required or authorized to be closed, and (b) for the purposes of any other provision of this
Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in New York,
New York or Fort Worth, Texas are required or authorized to be closed.



     “Called Principal” is defined in Section 8.6.



     “Capital Lease” means, at any time, a lease with respect to which the lessee is required
concurrently to recognize the acquisition of an asset and the incurrence of a liability in
accordance with GAAP.



     “Change in Control” means 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 the Company 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




Schedule B-1









 




securities of the Company entitled to vote for members of the board of directors or
equivalent governing body of the Company 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).




     “Closing” is defined in Section 3.



     “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules
and regulations promulgated thereunder from time to time.



     “Company” means Cash America International, Inc., a Texas corporation or any successor that
becomes such in the manner prescribed in Section 10.2.



     “Confidential Information” is defined in Section 20.



     “Consolidated Adjusted Net Income” means, with respect to any period, consolidated net income
(after income taxes) of the Company and the Consolidated Subsidiaries for such period, determined
in accordance with GAAP (excluding, (i) any gain or loss in excess of $1,000,000 (before income
taxes) arising from the sale of capital assets during such period and (ii) any other items during
such period which would be considered extraordinary items, in accordance with GAAP).



     “Consolidated EBIT” means, in respect of any period, Consolidated Adjusted Net Income for such
period plus, to the extent deducted in calculating such Consolidated Adjusted Net Income, interest,
income taxes and any non-cash gains or losses attributable to market fluctuations in the value of
derivative contracts provided that, with respect to any period during which a Person shall have
become, or ceased to be, a Subsidiary, or during which the Company or any Subsidiary shall have
acquired or disposed of an On-Going Business, the calculation of Consolidated EBIT shall (a)
include the EBIT (as defined below) for such period of each Person who shall have become a
Subsidiary, and of each On-Going Business acquired by the Company or any Subsidiary, during such
period as if such Person had been a Subsidiary or such On-Going Business had been owned by the
Company or a Subsidiary for the entire period, or (b) exclude the EBIT for such period of each
Person who shall have ceased to be a Subsidiary, and of each On-Going Business disposed of by the
Company or any Subsidiary, during such period as if such Person had not been a Subsidiary at any
time during the entire period or such On-Going Business had not been owned or operated by the
Company or any Subsidiary at any time during such period. As used in this definition, “EBIT” with
respect to any Person or On-Going Business for any period shall mean, the net income (after income
taxes) of such Person or On-Going Business for such period, determined in accordance with GAAP
plus, to the extent deducted in calculating such net income, interest, income taxes and any
non-cash gains or losses attributable to market fluctuations in the value of derivative contracts.



     “Consolidated EBITDA” means, in respect of any period, Consolidated Adjusted Net Income for
such period plus, to the extent deducted in calculating such Consolidated Adjusted Net Income,
interest, income taxes, depreciation, amortization and any non-cash gains or losses attributable to
market fluctuations in the value of derivative contracts provided that, with respect to any period
during which a Person shall have become, or ceased to be, a Subsidiary, or during which the Company
or any Subsidiary shall have acquired or disposed of an On-Going Business,




Schedule B-2









 







the calculation of Consolidated EBITDA shall (a) include the EBITDA (as defined below) for
such period of each Person who shall have become a Subsidiary, and of each On-Going Business
acquired by the Company or any Subsidiary, during such period as if such Person had been a
Subsidiary or such On-Going Business had been owned by the Company or a Subsidiary for the entire
period, or (b) exclude the EBITDA for such period of each Person who shall have ceased to be a
Subsidiary, and of each On-Going Business disposed of by the Company or any Subsidiary, during such
period as if such Person had not been a Subsidiary at any time during the entire period or such
On-Going Business had not been owned or operated by the Company or any Subsidiary at any time
during such period. As used in this definition, “EBITDA” with respect to any Person or On-Going
Business for any period shall mean, the net income (after income taxes) of such Person or On-Going
Business for such period, determined in accordance with GAAP plus, to the extent deducted in
calculating such net income, interest, income taxes, depreciation, amortization and any non-cash
gains or losses attributable to market fluctuations in the value of derivative contracts.




     “Consolidated Indebtedness for Money Borrowed” means, at any date, the Indebtedness for Money
Borrowed of the Company and the Consolidated Subsidiaries consolidated as of such date in
accordance with GAAP.



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



     “Consolidated Subsidiary” means, at any date, any Subsidiary the accounts of which would, in
accordance with GAAP, be consolidated with those of the Company in its consolidated financial
statements as of such date.



     “Consolidated Total Assets” means the total assets of the Company and its Subsidiaries
determined in accordance with GAAP after eliminating all offsetting debits and credits between the
Company and its Subsidiaries and between Subsidiaries of the Company and all other items required
to be eliminated in accordance with GAAP.



     “Consumer Obligations” means any Guaranty by the Company or any of its Subsidiaries entered
into in the ordinary course of business described in Section 10.3 pursuant to which the Company or
such Subsidiary guaranties financial commitments or obligations of its customers in the ordinary
course of its business.



     “Control Event” means:




     (a) the execution by the Company or any of its Subsidiaries or Affiliates of any
agreement or letter of intent with respect to any proposed transaction or event or series of
transactions or events which, individually or in the aggregate, may reasonably be expected
to result in a Change in Control.




     (b) the execution of any written agreement which, when fully performed by the parties
thereto, would result in a Change in Control, or



Schedule B-3









 






     (c) the making of any written offer by any person (as such term is used in section
13(d) and section 14(d)(2) of the Exchange Act as in effect on the date of the Closing) or
related persons constituting a group (as such term is used in Rule 13d-5 under the Exchange
Act as in effect on the date of the Closing) to the holders of the voting stock of the
Company, which offer, if accepted by the requisite number of holders, would result in a
Change in Control.



     “Debt Prepayment Application” means, with respect to any Disposition, the application by the
Company of cash in an amount equal to the Net Proceeds Amount with respect to such Disposition to
pay Senior Indebtedness (other than Senior Indebtedness owing to the Company or any Affiliate)
including, without limitation, Senior Indebtedness in respect of any revolving credit or similar
credit facility providing the Company with the right to obtain loans or other extensions of credit
from time to time.



     “Default” means an event or condition the occurrence or existence of which would, with the
lapse of time or the giving of notice or both, become an Event of Default.



     “Default Rate” means that rate of interest that is the greater of (i) 8.09% in the case of the
Series A Notes and 8.21% in the case of the Series B Notes or (ii) 2.00% over the rate of interest
publicly announced by Wells Fargo Bank, National Association in Fort Worth, Texas as its “base” or
“prime” rate.



     “Discounted Value” is defined in Section 8.6.



     “Disposition” is defined in Section 10.2(b).



     “Disposition Limit” is defined in Section 10.2(b).



     “Electronic Delivery” is defined in Section 7.1(a).



     “Environmental Claim” shall mean any investigation, notice, violation, demand, allegation,
action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding or claim
(whether administrative, judicial or private in nature) arising (a) pursuant to, or in connection
with an actual or alleged violation of, any Environmental Law, (b) in connection with any Hazardous
Material, (c) from any abatement, removal, remedial, corrective or other response action in
connection with a Hazardous Material, Environmental Law or other order of a Governmental Authority
or (d) from any actual or alleged damage, injury, threat or harm to health, safety, natural
resources or the environment.



     “Environmental Laws” means any and all applicable Federal, state, local, and foreign statutes,
laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to pollution and the
protection of the environment or the release of any materials into the environment, including but
not limited to those related to Hazardous Materials.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time in effect.



Schedule B-4









 





     “ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated
as a single employer together with the Company under section 414 of the Code.



     “Event of Default” is defined in Section 11.



     “Exchange Act” means the Securities Act of 1934.



     “Existing Bank Loan Agreement” means that certain First Amended and Restated Credit Agreement
dated as of February 24, 2005, among the Company, the banks party thereto, Wells Fargo Bank,
National Association, as administrative agent, and JPMorgan Chase, N.A., as syndication agent, as
in effect on the date of Closing.



     “Form 10-K” is defined in Section 7.1(b).



     “Form 10-Q” is defined in Section 7.1(a).



     “GAAP” means generally accepted accounting principles as in effect from time to time in the
United States of America.



     “Governmental Authority” means





     (a) the government of




     (i) the United States of America or any State or other political subdivision
thereof, or




     (ii) any other jurisdiction in which the Company or any Subsidiary conducts all
or any part of its business, or which asserts jurisdiction over any properties of
the Company or any Subsidiary, or




     (b) any entity exercising executive, legislative, judicial, regulatory or
administrative functions of, or pertaining to, any such government.



     “Guaranty” means, with respect to any Person, any obligation (except the endorsement in the
ordinary course of business of negotiable instruments for deposit or collection) of such Person
guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other
Person in any manner, whether directly or indirectly, including (without limitation) obligations
incurred through an agreement, contingent or otherwise, by such Person:




     (a) to purchase such indebtedness or obligation or any property constituting security
therefor;




     (b) to advance or supply funds (i) for the purchase or payment of such indebtedness or
obligation, or (ii) to maintain any working capital or other balance sheet
condition or any income statement condition of any other Person or otherwise to advance
or make available funds for the purchase or payment of such indebtedness or obligation;



Schedule B-5









 






     (c) to lease properties or to purchase properties or services primarily for the purpose
of assuring the owner of such indebtedness or obligation of the ability of any other Person
to make payment of the indebtedness or obligation; or




     (d) otherwise to assure the owner of such indebtedness or obligation against loss in
respect thereof;


provided, however, that “Guaranty” shall not include the endorsement by any Person, in the ordinary
course of business, of negotiable instruments or documents for deposit or collection.



The amount of any Guaranty shall be deemed to be an amount equal to the stated or determinable
amount of the obligation in respect of which such Guaranty is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof (assuming the Person
giving such Guaranty is required to perform in respect thereof) as determined by such Person in
good faith.



In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the
indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be
direct obligations of such obligor.




     “Guarantors” means the Subsidiaries listed in Schedule 5.4 and each other Person that becomes
bound by the Joint and Several Guaranty as contemplated by Section 10.9(a).



     “Hazardous Material” means any and all pollutants, toxic or hazardous wastes or other
substances that might pose a hazard to health and safety, the removal of which may be required or
the generation, manufacture, refining, production, processing, treatment, storage, handling,
transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of
which is or shall be restricted, prohibited or penalized by any applicable law including, but not
limited to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum,
petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized
substances.



     “Highest Lawful Rate” means the maximum nonusurious rate of interest permitted to be charged
by applicable federal or state law (whichever shall permit the higher lawful rate, without conflict
with other applicable federal or state laws) from time to time in effect. The parties agree that,
insofar as the provisions of Chapter 306 of the Texas Finance Code are at any time applicable to
the determination of the Highest Lawful Rate, the Highest Lawful Rate shall be the “applicable
ceiling” (as such term is used in such Chapter 306) from time to time in effect, provided that, to
the extent permitted by such Chapter 306, each holder of Notes may from time to time by notice to
the Company revise the election of such interest rate ceiling as such ceiling affects the then
current or future amounts outstanding under the Notes held by such holder.



     “holder” means, with respect to any Note the Person in whose name such Note is registered in
the register maintained by the Company pursuant to Section 13.1.



     “Indebtedness” with respect to any Person means, at any time, without duplication,



Schedule B-6









 






     (a) its liabilities for borrowed money and its redemption obligations in respect of
mandatorily redeemable Preferred Stock;




     (b) its liabilities for the deferred purchase price of property acquired by such Person
(excluding accounts payable arising in the ordinary course of business but including all
liabilities created or arising under any conditional sale or other title retention agreement
with respect to any such property);




     (c) (i) all liabilities appearing on its balance sheet in accordance with GAAP in
respect of Capital Leases and (ii) all liabilities which would appear on its balance sheet
in accordance with GAAP in respect of Synthetic Leases assuming such Synthetic Leases were
accounted for as Capital Leases;




     (d) all liabilities for borrowed money secured by any Lien with respect to any property
owned by such Person (whether or not it has assumed or otherwise becomes liable for such
liabilities);




     (e) all its liabilities in respect of letters of credit or instruments serving a
similar function issued or accepted for its account by banks and other financial
institutions (whether or not representing obligations for borrowed money);




     (f) the aggregate Swap Termination Value of all Swap Contracts of such Person; and




     (g) any Guaranty of such Person with respect to liabilities of a type described in any
of clauses (a) through (f) hereof.


Indebtedness of any Person shall include all obligations of such Person of the character described
in clauses (a) through (g) to the extent such Person remains legally liable in respect thereof
notwithstanding that any such obligation is deemed to be extinguished under GAAP.




     “Indebtedness for Money Borrowed” means, with respect to any Person and without duplication:




     (a) the principal amount of all indebtedness of such Person, current or funded, secured
or unsecured, incurred in connection with borrowings (including the sale of debt
securities);




     (b) all indebtedness of such Person created or arising under any conditional sale or
other title retention agreement with respect to any property acquired by such Person;




     (c) all indebtedness of such Person issued, incurred or assumed in respect of the
purchase price of property or services except for accounts payable incurred in the ordinary
course of business;




     (d) all obligations of such Person evidenced by a note, bond, debenture or similar
instrument;



Schedule B-7









 






     (e) the present value (determined in accordance with GAAP) of all obligations of such
Person under leases which shall have been or should be recorded as capitalized leases in
accordance with GAAP or under any Synthetic Lease of such Person;




     (f) all Guaranties (other than Consumer Obligations) of such Person in respect of
indebtedness of any other Person of any of the types described in the preceding clauses (a)
through (e), provided that, when calculating the amount of any Person’s Indebtedness for
Money Borrowed, no Guaranty (but not a Consumer Obligation) of such Person of the type
described in this clause (f) shall be included in such calculation unless, and then only to
the extent that, the indebtedness relating to such Guaranty, when aggregated with the total
indebtedness relating to all other outstanding Guaranties (other than Consumer Obligations)
of the Loan Parties of the type described in this clause (f), exceeds $1,000,000;




     (g) the amount of all sinking fund payments or other mandatory redemption or payments
on any class of capital stock of such Person;




     (h) the maximum stated amount from time to time available for drawing under any letters
of credit issued at the request of such Person;




     (i) the amount of any unreimbursed drawings under letters of credit issued at the
request of such Person;




     (j) the amount of obligations of such Person outstanding under a receivables purchase
facility on any date of determination that would be characterized as principal payment
obligations of such Person if such facility were structured under GAAP as a secured lending
transaction other than a purchase; and




     (k) accrued obligations of such Person in respect of earnout or similar payments which
(i) are due and payable or (ii) constitute “Indebtedness” under the Existing Bank Loan
Agreement.


For all purposes hereof, the Indebtedness for Money Borrowed of any Person shall include the
Indebtedness for Money Borrowed of any partnership or joint venture in which such person is a
general partner or a joint venturer, unless such Indebtedness for Money Borrowed is non-recourse to
such Person.




     “Indemnified Liabilities” is defined in Section 22.10.



     “Indemnitees” means, collectively, the Purchasers, each direct or indirect transferee of all
or any part of any Note purchased by the Purchasers under this Agreement and each holder of Notes
and their respective successors and assigns, and the officers, trustees, directors and employees of
each of the foregoing.



     “INHAM Exemption” is defined in Section 6.2(e).



     “Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding
(together with one or more of its affiliates) more than 10% of the aggregate principal



Schedule B-8









 




amount of
the Notes then outstanding, (c) any bank, trust company, savings and loan association or other
financial institution, any pension plan, any investment company, any insurance company, any broker
or dealer, or any other similar financial institution or entity, regardless of legal form, and (d)
any Related Fund of any holder of any Note.




     “Joint and Several Guaranty” is defined in Section 4.11.



     “Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security
interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other
secured party to or of such Person under any conditional sale or other title retention agreement or
Capital Lease, upon or with respect to any property or asset of such Person (including in the case
of stock, stockholder agreements, voting trust agreements and all similar arrangements).



     “Loan Documents” means, collectively, this Agreement, the Notes, the Joint and Several
Guaranty, the Subrogation and Contribution Agreement and all other instruments and documents
executed and delivered to the Purchasers by the Loan Parties, or any of them, pursuant to this
Agreement.



     “Loan Parties” means, collectively, the Company and the Guarantors.



     “Make-Whole Amount” is defined in Section 8.6.



     “Material” means material in relation to the business, operations, affairs, financial
condition, assets, properties, or prospects of the Company and its Subsidiaries taken as a whole.



     “Material Adverse Effect” means a material adverse effect on (a) the business, operations,
affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a
whole, or (b) the ability of the Company or any Loan Party to perform its obligations under this
Agreement, the Notes or any other Loan Document, or (c) the validity or enforceability of this
Agreement, the Notes or any other Loan Document.



     “Memorandum” is defined in Section 5.3.



     “Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in
section 4001(a)(3) of ERISA).



     “NAIC” means the National Association of Insurance Commissioners or any successor thereto.



     “NAIC Annual Statement” is defined in Section 6.2(a).



     “Net Equity Proceeds” means the proceeds, after payment of all underwriters fees and other
expenses, received by the Company in consideration of its sale of its equity securities, provided
that the gross amount of such proceeds shall be deemed to be the amount of cash received or the
fair value of any property received or obligations satisfied in connection with such sale.



Schedule B-9









 





     “Net Proceeds Amount” means, with respect to any sale, assignment, conveyance, exchange, lease
or other disposition (“Transfer”) of any property by any Person, an amount equal to the difference
of:




     (a) the aggregate amount of the consideration (valued at the fair market value of such
consideration at the time of the consummation of such Transfer) received by such Person in
respect of such Transfer, minus




     (b) all ordinary and reasonable out-of-pocket costs and expenses, and taxes in respect
of, such Transfer actually incurred by such Person, minus




     (c) all amounts applied to Indebtedness secured by such property which is repaid
contemporaneously and in connection with such Transfer.




     “New Entity” is defined in Section 10.9(a).



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



     “Non-Wholly-Owned Subsidiary” means any Subsidiary which is not a Wholly-owned Subsidiary.



     “Notes” is defined in Section 1.



     “Obligations” means all obligations, liabilities and indebtedness of every nature of the Loan
Parties from time to time owing to the Purchasers and the other holders of Notes under the Loan
Documents, including, without limitation, (a) all obligations of the Company under the Loan
Documents to pay principal, Make-Whole Amount and interest in respect of the Notes, (b) all
obligations of the Guarantors in respect of the Joint and Several Guaranty, (c) all obligations of
the Loan Parties under the Loan Documents to reimburse or indemnify the Purchasers or any other
Indemnitee and (d) all obligations of the Loan Parties to pay fees and expenses pursuant to Section
15.1 and similar sections of the other Loan Documents.



     “Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other
officer of the Company whose responsibilities extend to the subject matter of such certificate.



     “On-Going Business” means a distinct operating business, whether operated as a division of a
larger business operation or operated independently, which regardless of the form of legal entity,
owns or operates the assets and has the liabilities, of such business.



     “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any
successor thereto.



     “Permitted Liens” means:




     (a) Liens (if any) granted to, or for the benefit of, all of the holders of Notes to
secure the Obligations;



Schedule B-10









 






     (b) Liens in existence on the date hereof and described in Schedule 10.5;




     (c) bonds, 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;




     (d) 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 landlords’ liens, whether arising through
contract or by operation by law, but only if the same are not yet due and payable or if the
same are being contested in good faith and the payment of which is not at the time required
by Section 9.4;




     (e) Liens for taxes, assessments and governmental charges or levies imposed upon a
Person or upon such Person’s income or profits or property, but only if the same are not yet
due and payable or if the same are being contested in good faith and the payment of which is
not at the time required by Section 9.4;




     (f) good faith deposits in connection with tenders, leases, real estate bids or
contracts (other than contracts involving the borrowing of money), bonds, pledges or
deposits to secure insurance policies or 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;




     (g) encumbrances consisting of zoning restrictions, easements, or other restrictions on
the use of real property, provided that such do not materially impair the use of such
property for the uses intended, and none of which is violated by existing or proposed
structures or land use;




     (h) Liens on property of any Consolidated Subsidiary securing obligations of such
Consolidated Subsidiary owing to the Company or to any Wholly-Owned Subsidiary;




     (i) Liens created to secure purchase money indebtedness incurred to finance the
purchase price of property acquired in the ordinary course of business, but only if each
such Lien shall secure only the purchase money indebtedness incurred to purchase the
property so acquired and shall be confined solely to such property; provided, however, that,
with respect to any single property, the amount of all obligations at any time secured by
Liens referred to in this clause (i) does not exceed the lesser of the total purchase price
of such property and the fair market value of such property at the time of such acquisition;




     (j) Liens on Temporary Cash Investments, but only if (A) such Liens secure short-term
indebtedness owed by the Company or a Consolidated Subsidiary to the broker or investment
banking firm which is holding such Temporary Cash Investments for the account of the Company
or a Consolidated Subsidiary and (B) such indebtedness is to be repaid, in the ordinary
course of business, by the collection or liquidation of such Temporary Cash Investments at
the maturity of such Temporary Cash Investments;



Schedule B-11









 






     (k) Liens securing obligations assumed in connection with the merger with or
acquisition of another entity by the Company or any Subsidiary, provided that such Liens
were not created in anticipation of such merger or acquisition;




     (l) Liens arising by operation of law (and not by contract) in connection with
judgments being appealed to the extent such judgment or judgments would not otherwise result
in an Event of Default described in Section 11(i); and




     (m) Liens securing other Indebtedness for Money Borrowed not described in clauses (a)
through (l), inclusive, above; provided that the sum, without duplication, of Indebtedness
for Money Borrowed that is secured by Liens permitted pursuant to this clause (m) plus the
aggregate amount of Indebtedness for Money Borrowed of the Subsidiaries (determined on a
consolidated basis for such Persons) plus the aggregate liquidation value of all Preferred
Stock of Subsidiaries held by Persons other than the Company or another Subsidiary does not
at any time exceed an amount equal to 20% of Consolidated Net Worth.



     “Person” means an individual, partnership, corporation, limited liability company,
association, trust, unincorporated organization, business entity or Governmental Authority.



     “Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title
I of ERISA that is or, within the preceding five years, has been established or maintained, or to
which contributions are or, within the preceding five years, have been made or required to be made,
by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate
may have any liability.



     “Preferred Stock” means any class of capital stock of a Person that is preferred over any
other class of capital stock (or similar equity interests) of such Person as to the payment of
dividends or the payment of any amount upon liquidation or dissolution of such Person.



     “property” or “properties” means, unless otherwise specifically limited, real or personal
property of any kind, tangible or intangible, choate or inchoate.



     “Proposed Prepayment Date” is defined in Section 8.8(c).



     “PTE” is defined in Section 6.2(a).



     “Purchaser” is defined in the first paragraph of this Agreement.



     “QPAM Exemption” is defined in Section 6.2(d).



     “Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer”
within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.



     “Ratable Portion” means, in respect of any Note and any Net Proceeds Amount of any Debt
Prepayment Disposition, as contemplated by Section 8.7, an amount equal to the product of (a) the
Net Proceeds Amount attributable to such Debt Prepayment Disposition multiplied by (b) a fraction,
the numerator of which is the outstanding principal amount of such Note and the



Schedule B-12









 




denominator of which is the aggregate principal amount of all Senior Indebtedness (including,
without limitation, the Indebtedness evidenced by the Notes).




     “Reinvestment Yield” is defined in Section 8.6.



     “Related Fund” means, with respect to any holder of any Note, any fund or entity that (i)
invests in Securities or bank loans, and (ii) is advised or managed by such holder, the same
investment advisor as such holder or by an affiliate of such holder or such investment advisor.



     “Remaining Average Life” is defined in Section 8.6.



     “Remaining Scheduled Payments” is defined in Section 8.6.



     “Required Holders” means, at any time, the holders of at least a majority in principal amount
of the Notes at the time outstanding (without regard to Series and exclusive of Notes then owned by
the Company or any of its Affiliates).



     “Responsible Officer” means the chief executive officer of the Company, any Senior Financial
Officer and any other officer of the Company with responsibility for the administration of the
relevant portion of this Agreement.



     “SEC” shall mean the Securities and Exchange Commission of the United States, or any successor
thereto.



     “Securities” or “Security” shall have the meaning specified in Section 2(1) of the Securities
Act.



     “Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules
and regulations promulgated thereunder from time to time in effect.



     “Senior Financial Officer” means the chief financial officer, vice president-finance,
principal accounting officer, treasurer or comptroller of the Company.



     “Senior Indebtedness” means any Indebtedness of the Company other than Indebtedness that is in
any manner subordinated in right of payment or security in any respect to Indebtedness evidenced by
the Notes.



     “Series” means either series of Notes issued under this Agreement.



     “Series A Notes” is defined in Section 1.



     “Series B Notes” is defined in Section 1.



     “Settlement Date” is defined in Section 8.6.



     “Source” is defined in Section 6.2.



     “Subrogation and Contribution Agreement” is defined in Section 4.11.



Schedule B-13









 





     “Subsidiary” means, as to any Person, any other Person in which (a) such first Person or one
or more of its Subsidiaries or (b) such first Person and one or more of its Subsidiaries, owns
sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence
of contingencies, to elect a majority of the directors (or Persons performing similar functions) of
such second Person, and any partnership, joint venture or limited liability company if more than a
50% interest in the profits or capital thereof is owned by such first Person or one or more of its
Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership,
joint venture or limited liability company can and does ordinarily take major business actions
without the prior approval of such Person or one or more of its Subsidiaries). Unless the context
otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the
Company.



     “SVO” means the Securities Valuation Office of the NAIC or any successor to such Office.



     “Swap Contract” means (a) any and all interest rate swap transactions, basis swap
transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options,
bond or bond price or bond index swaps or options or forward foreign exchange transactions, cap
transactions, floor transactions, currency options, spot contracts or any other similar
transactions or any of the foregoing (including, but without limitation, any options to enter into
any of the foregoing), and (b) any and all transactions of any kind, and the related confirmations,
which are subject to the terms and conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association, Inc. or any International Foreign
Exchange Master Agreement.



     “Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking
into account the effect of any legally enforceable netting agreement relating to such Swap
Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amounts(s) determined as the mark-to-market
values(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily
available quotations provided by any recognized dealer in such Swap Contracts.



     “Synthetic Lease” means, at any time, any lease (including leases that may be terminated by
the lessee at any time) of any property (a) that is accounted for as an operating lease under GAAP
and (b) in respect of which the lessee retains or obtains ownership of the property so leased for
U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.



     “Temporary Cash Investment” means any of the following investments: (a) investments in open
market commercial paper maturing within 180 days after acquisition thereof and rated at least A-1
(or the equivalent thereof) by Standard & Poor’s Ratings Group (or any successor thereto which is a
nationally recognized rating agency) or at least P-1 (or the equivalent thereof) by Moody’s
Investors Service, Inc. (or any successor thereto which is a nationally recognized rating agency),
(b) investments in marketable obligations, maturing within 180 days after acquisition thereof,
issued or unconditionally guaranteed by the United States of



Schedule B-14









 




America or an instrumentality or agency thereof and entitled to the full faith and credit of
the United States of America, (c) investments in money market funds that invest solely in the types
of investments permitted under clauses (a) and (b) above, (d) investments in repurchase agreements
of any financial institution or brokerage firm acceptable to the Required Holders which are fully
secured by securities described in clause (b) above, (e) certificates of deposit and time deposits
(including Eurodollar deposits), maturing within 180 days from the date of deposit thereof, with a
domestic office of (i) any national or state bank or trust company organized under the laws of the
United States of America or any state therein and having capital, surplus and undivided profits of
at least $100,000,000 or (ii) any other national or state bank so long as all such deposits are
federally insured and (f) in the case of any Non-Domestic Subsidiary, certificates of deposit and
other instruments substantially equivalent to a certificate of deposit maturing within 180 days
from the date of acquisition and issued by a bank or trust company organized and located in the
jurisdiction where such Non-Domestic Subsidiary maintains its headquarters having capital, surplus
and undivided profits of at least $100,000,000 (or its equivalent in other currencies).




     “USA Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of
2001, as amended from time to time, and the rules and regulations promulgated thereunder from time
to time in effect.



     “Wholly-Owned Subsidiary” means, at any time, any Consolidated Subsidiary one hundred percent
of all of the equity interests (except directors’ qualifying shares) and voting interests of which
are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries at
such time.




Schedule B-15









 








Schedule 5.3




Disclosure Materials



Management Power Point Presentation dated November 20, 2006

Investor Due Diligence PowerPoint Presentation dated December 13, 2006










Schedule 5.3-1









 








Schedule 5.4




Subsidiaries of the Company and Ownership of Subsidiary Stock




Subsidiaries




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage of Shares of Each
	 	 	 	 	 	 	Class of Capital Stock (or
	 	 	 	 	 	 	Similar Equity Interests)
	 	 	Jurisdiction of	 	Owned by the Company or its
	Subsidiary	 	Organization	 	Subsidiaries
	Bronco Pawn & Gun, Inc.
	 	Oklahoma	 	 	100	%
	Cash America Advance, Inc.
	 	Delaware	 	 	100	%
	Cash America Financial Services, Inc.
	 	Delaware	 	 	100	%
	Cash America Franchising, Inc.
	 	Delaware	 	 	100	%
	Cash America Holding, Inc.
	 	Delaware	 	 	100	%
	Cash America, Inc.
	 	Delaware	 	 	100	%
	Cash America, Inc. of Alabama
	 	Alabama	 	 	100	%
	Cash America, Inc. of Alaska
	 	Alaska	 	 	100	%
	Cash America, Inc. of Colorado
	 	Colorado	 	 	100	%
	Cash America, Inc. of Illinois
	 	Illinois	 	 	100	%
	Cash America, Inc. of Indiana
	 	Indiana	 	 	100	%
	Cash America, Inc. of Kentucky
	 	Kentucky	 	 	100	%
	Cash America, Inc. of Louisiana
	 	Delaware	 	 	100	%
	Cash America, Inc. of Nevada
	 	Nevada	 	 	100	%
	Cash America, Inc. of North Carolina
	 	North Carolina	 	 	100	%
	Cash America, Inc. of Oklahoma
	 	Oklahoma	 	 	100	%
	Cash America, Inc. of South Carolina
	 	South Carolina	 	 	100	%
	Cash America, Inc. of Tennessee
	 	Tennessee	 	 	100	%
	Cash America, Inc. of Utah
	 	Utah	 	 	100	%
	Cash America, Inc. of Virginia
	 	Virginia	 	 	100	%
	Cash America Management L.P.
	 	Delaware	 	 	100	%
	Cash America of Missouri, Inc.
	 	Missouri	 	 	100	%
	Cash America Net Holdings, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Alabama, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Alaska, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Arizona, LLC
	 	Delaware	 	 	100	%
	Cash America Net of California, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Colorado, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Delaware, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Florida, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Hawaii, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Idaho, LLC
	 	Delaware	 	 	100	%






Schedule 5.4-1









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage of Shares of Each
	 	 	 	 	 	 	Class of Capital Stock (or
	 	 	 	 	 	 	Similar Equity Interests)
	 	 	Jurisdiction of	 	Owned by the Company or its
	Subsidiary	 	Organization	 	Subsidiaries
	Cash America Net of Illinois, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Indiana, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Iowa, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Kansas, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Louisiana, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Michigan, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Minnesota, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Missouri, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Montana, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Nebraska, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Nevada, LLC
	 	Delaware	 	 	100	%
	Cash America Net of New Hampshire, LLC
	 	Delaware	 	 	100	%
	Cash America Net of New Mexico, LLC
	 	Delaware	 	 	100	%
	Cash America Net of North Dakota, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Ohio, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Oklahoma, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Oregon, LLC
	 	Delaware	 	 	100	%
	Cash America Net of PA, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Pennsylvania, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Rhode Island, LLC
	 	Delaware	 	 	100	%
	Cash America Net of South Dakota, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Texas, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Utah, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Virginia, LLC,
	 	Delaware	 	 	100	%
	Cash America Net of Washington, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Wisconsin, LLC
	 	Delaware	 	 	100	%
	Cash America Net of Wyoming, LLC
	 	Delaware	 	 	100	%
	Cash America Pawn, Inc. of Ohio
	 	Ohio	 	 	100	%
	Cash America Pawn L.P.
	 	Delaware	 	 	100	%
	Cashland Financial Services, Inc.
	 	Delaware	 	 	100	%
	CashNetUSA CO, LLC
	 	Delaware	 	 	100	%
	CashNetUSA OR, LLC
	 	Delaware	 	 	100	%
	Doc Holliday’s Pawnbrokers & Jewellers, Inc.
	 	Delaware	 	 	100	%
	Express Cash International Corporation
	 	Delaware	 	 	100	%
	Florida Cash America, Inc.
	 	Florida	 	 	100	%
	Gamecock Pawn & Gun, Inc.
	 	South Carolina	 	 	100	%
	Georgia Cash America, Inc.
	 	Georgia	 	 	100	%
	Hornet Pawn & Gun, Inc.
	 	North Carolina	 	 	100	%






Schedule 5.4-2









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage of Shares of Each
	 	 	 	 	 	 	Class of Capital Stock (or
	 	 	 	 	 	 	Similar Equity Interests)
	 	 	Jurisdiction of	 	Owned by the Company or its
	Subsidiary	 	Organization	 	Subsidiaries
	Longhorn Pawn and Gun, Inc.
	 	Texas	 	 	100	%
	Mr. Payroll Corporation
	 	Delaware	 	 	100	%
	RATI Holding, Inc.
	 	Texas	 	 	90.1	%
	The Check Giant NM, LLC
	 	Delaware	 	 	100	%
	Tiger Pawn & Gun, Inc.
	 	Tennessee	 	 	100	%
	Uptown City Pawners, Inc.
	 	Illinois	 	 	100	%
	Vincent’s Jewelers and Loan, Inc.
	 	Missouri	 	 	100	%






Liens on Shares of Capital Stock (or Similar Equity Interests) of each Subsidiary




None.




Affiliates of the Company (other than Subsidiaries)




Officers and Directors




Directors and Senior Officers of the Company




	 	 	 
	Directors:

	 	Jack R. Daugherty, Chairman
	 

	 	Daniel E. Berce
	 

	 	A. R. Dike
	 

	 	Daniel R. Feehan
	 

	 	James H. Graves
	 

	 	B. D. Hunter
	 

	 	Timothy J. McKibben
	 

	 	Alfred M. Micallef
	 
	 	 
	Senior Officers:

	 	Daniel R. Feehan, Chief Executive Officer and President
	 

	 	Thomas A. Bessant, Jr., Executive Vice President – Chief Financial Officer
	 

	 	Robert D. Brockman, Executive Vice President – Administration
	 

	 	Jerry D. Finn, Executive Vice President – Pawn Operations
	 

	 	Michael D. Gaston, Executive Vice President – Business Development
	 

	 	Albert Goldstein — Executive Vice President – Internet Lending
	 

	 	James H. Kauffman, Executive Vice President – Financial Services
	 

	 	J. Curtis Linscott – Executive Vice President, General Counsel & Secretary
	 

	 	Jerry A. Wackerhagen, Executive Vice President and
Chief Information Officer





Agreements Restricting Ability of any Subsidiary to Make Distributions of Profits to the Company or
Other Subsidiaries Owning Capital Stock (or Similar Equity Interests) of such Subsidiary




None.





Schedule 5.4-3









 








Schedule 5.5




Financial Statements





	1.	 	Audited consolidated balance sheets of the Company as of December 31, 2001, 2002, 2003, 2004,
and 2005.






	2.	 	Audited consolidated income statements of the Company for the years ended December 31, 2001,
2002, 2003, 2004, and 2005.






	3.	 	Audited consolidated statements of stockholders’ equity of the Company for the years ended
December 31, 2001, 2002, 2003, 2004, and 2005.






	4.	 	Audited consolidated statements of cash flows of the Company for the years ended December 31,
2001, 2002, 2003, 2004, and 2005.






	5.	 	Unaudited consolidated balance sheet of the Company as of September 30, 2006.







	6.	 	Unaudited consolidated income statement of the Company for the quarter ended September 30,
2006.






	7.	 	Unaudited consolidated statement of stockholders’ equity of the Company for the quarter ended
September 30, 2006.






	8.	 	Unaudited consolidated statement of cash flows of the Company for the quarter ended September
30, 2006.






Schedule 5.5-1









 





Schedule 5.15




Existing Indebtedness




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal Amount	 	 	 	 
	 	 	 	 	 	 	Outstanding (as	 	 	 	 
	Indebtedness	 	Obligors	 	Obligees	 	of 11/30/2006)	 	Collateral	 	Guaranty
	Existing Bank Loan
Agreement

	 	Company
	 	•  JPMorgan Chase Bank, N.A.

•  U. S. Bank National
Association

•  Keybank National Association

•  Union Bank of California,
N.A

•  The Huntington National Bank

•  First Tennessee Bank
National Association

•  Southwest Bank Of Texas, N.A

•  Bank Of Texas, N.A

•  Texas Capital Bank, N.A

•  Wells Fargo Bank, National
Association

	 	$	147,240,636	 	 	None
	 	The Company’s
subsidiaries have
provided guaranties
of amounts
outstanding

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	8.14% Senior Notes
due July 7, 2007

	 	Company
	 	•  Teachers Insurance and
Annuity Association of America 

	 	$	4,000,000	 	 	None
	 	The Company’s
subsidiaries have
provided guaranties of amounts
outstanding
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	7.10% Senior Notes
due January 2, 2008

	 	Company
	 	•  The Travelers Insurance
Company

•  The Travelers Life and
Annuity Company

•  Primerica Life Insurance
Company

•  Nationwide Life Insurance
Company

•  Employers Life Insurance
Company of Wausau

•  Ohio National Life
Assurance Corporation

•  The Minnesota Mutual Life
Insurance Company

	 	$	8,571,428	 	 	None
	 	The Company’s
subsidiaries have
provided guaranties
of amounts
outstanding
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	7.20% Senior Notes
due August 12, 2009

	 	Company
	 	•  Teachers Insurance and
Annuity Association of America

•  Minnesota Life Insurance
Company

•  Farm Bureau Life Insurance
Company of Michigan

•  MTL Insurance Company

•  American Fidelity Assurance
Company

•  Great Western Insurance
Company

•  Farm Bureau Mutual
Insurance Company of Michigan

	 	$	25,500,000	 	 	None
	 	The Company’s
subsidiaries have
provided guaranties
of amounts
outstanding






Schedule 5.15-1









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal Amount	 	 	 	 
	 	 	 	 	 	 	Outstanding (as	 	 	 	 
	Indebtedness	 	Obligors	 	Obligees	 	of 11/30/2006)	 	Collateral	 	Guaranty
	 

	 	 	 	•  Farm Bureau General
Insurance Company of Michigan

•  The Travelers Insurance
Company
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	6.12% Senior Notes
due December 28,
2015

	 	Company
	 	•  Midland National Life
Insurance Company

•  North American Company for
Life and Health Insurance

•  The Commerce Insurance
Company

•  Equitrust Life Insurance
Company

•  Farm Bureau Life Insurance
Company

	 	$	40,000,000	 	 	None
	 	The Company’s
subsidiaries have
provided guaranties
of amounts
outstanding






Schedule 5.15-2









 






Schedule 10.5




Permitted Liens




     None.



Schedule 10.5-1









 





EXHIBIT 1A




[FORM OF SERIES A NOTE]




CASH AMERICA INTERNATIONAL, INC.




6.09% SERIES A SENIOR NOTE DUE DECEMBER 19, 2016




					
	 	 	 	 	 
	No. RA-[___]
	 	 	 	[Date]
	$[___]
	 	 
	 	PPN: 14754D A@ 9






     For Value Received, the undersigned, CASH AMERICA INTERNATIONAL, INC. (herein called the
“Company”), a corporation organized and existing under the laws of the State of Texas, hereby
promises to pay to [___], or registered assigns, the principal sum of
[___] U.S. DOLLARS (or so much thereof as shall not have been prepaid) on
December 19, 2016, with interest (computed on the basis of a 360-day year of twelve 30-day months)
(a) on the unpaid balance hereof at the rate of 6.09% per annum from the date hereof, payable
semiannually, on the 19th day of June and December in each year, commencing with the June or
December next succeeding the date hereof, until the principal hereof shall have become due and
payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the
continuance of an Event of Default, on such unpaid balance and on any overdue payment of any
Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 8.09% or (ii)
2% over the rate of interest publicly announced by Wells Fargo Bank, National Association from time
to time in Fort Worth, Texas as its “base” or “prime” rate, payable semiannually as aforesaid (or,
at the option of the registered holder hereof, on demand).



     Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at the principal office of Wells Fargo
Bank, National Association in Fort Worth, Texas or at such other place as the Company shall have
designated by written notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below.



     This Note is one of a series of Series A Senior Notes (herein called the “Notes”) issued
pursuant to the Note Purchase Agreement, dated as of December 19, 2006 (as from time to time
amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named
therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its
acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of
the Note Purchase Agreement and (ii) made the representations set forth in Section 6.2 of the Note
Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the
respective meanings ascribed to such terms in the Note Purchase Agreement.



     This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer accompanied by a written instrument of transfer duly
executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a
new Note for a like principal amount will be issued to, and registered in the name of,



Exhibit 1A-1









 







the transferee. Prior to due presentment for registration of transfer, the Company may treat
the person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Company will not be affected by any notice to the
contrary.



     The Company will make required prepayments of principal on the dates and in the amounts
specified in the Note Purchase Agreement. This Note is also subject to optional prepayment, in
whole or from time to time in part, at the times and on the terms specified in the Note Purchase
Agreement, but not otherwise.



     If an Event of Default occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Note Purchase Agreement.



     This Note shall be construed and enforced in accordance with, and the rights of the Company
and the holder of this Note 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 permit the application of the laws of
a jurisdiction other than such State.



	 	 	 	 	 
	 	Very truly yours,



CASH AMERICA INTERNATIONAL, INC.

 	 
	 	By:  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 



Exhibit 1A-2









 






	 	 	 	 	 



EXHIBIT 1B




[FORM OF SERIES B NOTE]




CASH AMERICA INTERNATIONAL, INC.




6.21% SERIES B SENIOR NOTE DUE DECEMBER 19, 2021




			
	 	 	 
	No. RB-[___]
	 	[Date]
	$[___]
	 	PPN: 14754D A# 7






     For Value Received, the undersigned, CASH AMERICA INTERNATIONAL, INC. (herein called the
“Company”), a corporation organized and existing under the laws of the State of Texas, hereby
promises to pay to [___], or registered assigns, the principal sum of
[___] U.S. DOLLARS (or so much thereof as shall not have been prepaid) on
December 19, 2021, with interest (computed on the basis of a 360-day year of twelve 30-day months)
(a) on the unpaid balance hereof at the rate of 6.21% per annum from the date hereof, payable
semiannually, on the 19th day of June and December in each year, commencing with the June or
December next succeeding the date hereof, until the principal hereof shall have become due and
payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the
continuance of an Event of Default, on such unpaid balance and on any overdue payment of any
Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 8.21% or (ii)
2% over the rate of interest publicly announced by Wells Fargo Bank, National Association from time
to time in Fort Worth, Texas as its “base” or “prime” rate, payable semiannually as aforesaid (or,
at the option of the registered holder hereof, on demand).



     Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at the principal office of Wells Fargo
Bank, National Association in Fort Worth, Texas or at such other place as the Company shall have
designated by written notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below.



     This Note is one of a series of Series B Senior Notes (herein called the “Notes”) issued
pursuant to the Note Purchase Agreement, dated as of December 19, 2006 (as from time to time
amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named
therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its
acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of
the Note Purchase Agreement and (ii) made the representations set forth in Section 6.2 of the Note
Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the
respective meanings ascribed to such terms in the Note Purchase Agreement.



     This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer accompanied by a written instrument of transfer duly
executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a
new Note for a like principal amount will be issued to, and registered in the name of,



Exhibit 1B-1









 







the transferee. Prior to due presentment for registration of transfer, the Company may treat
the person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Company will not be affected by any notice to the
contrary.



     The Company will make required prepayments of principal on the dates and in the amounts
specified in the Note Purchase Agreement. This Note is also subject to optional prepayment, in
whole or from time to time in part, at the times and on the terms specified in the Note Purchase
Agreement, but not otherwise.



     If an Event of Default occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Note Purchase Agreement.



     This Note shall be construed and enforced in accordance with, and the rights of the Company
and the holder of this Note 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 permit the application of the laws of
a jurisdiction other than such State.



	 	 	 	 	 
	 	Very truly yours,




CASH AMERICA INTERNATIONAL, INC.

 	 
	 	By:  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 



Exhibit 1B-2









 






	 	 	 	 	 



EXHIBIT 2




[FORM OF JOINT AND SEVERAL GUARANTY]




JOINT AND SEVERAL GUARANTY





     This Joint and Several Guaranty (this “Guaranty”) is dated as of December 19, 2006, and is
executed by each of the parties listed as a Guarantor on the signature pages hereto (collectively,
the “Guarantors”) and CASH AMERICA INTERNATIONAL, INC., a Texas corporation (the “Company”).



WITNESSETH:




     WHEREAS, the Company is the owner, directly or indirectly, of 100% of the outstanding capital
stock or similar equity interests of each of the Guarantors (except for directors’ qualifying
shares, if any, and 9.9% of the outstanding shares of RATI Holding, Inc.);



     WHEREAS, the Company and each of the Purchasers listed on Schedule A to the Note Purchase
Agreement (defined below) (collectively, the “Purchasers”) have entered into a Note Purchase
Agreement dated as of the date hereof (as may be amended, supplemented or otherwise modified from
time to time, the “Note Purchase Agreement”), pursuant to which the Purchasers have agreed to
purchase from the Company, and the Company has agreed to sell to the Purchasers, (i) $35,000,000
aggregate principal amount of the Company’s senior notes designated as “6.09% Series A Senior Notes
due December 19, 2016” (as may be amended, supplemented or otherwise modified from time to time,
the “Series A Notes”) and (ii) $25,000,000 aggregate principal amount of the Company’s senior notes
designated as “6.21% Series B Senior Notes due December 19, 2021” (as may be amended, supplemented
or otherwise modified from time to time, the “Series B Notes” and, together with the Series A
Notes, the “Notes”); and



     WHEREAS, it is a condition precedent to the obligation of the Purchasers to purchase the Notes
under the Note Purchase Agreement that the Company and each Guarantor shall have executed and
delivered this Guaranty;



     NOW, THEREFORE, in consideration of the premises and to induce the Purchasers to purchase the
Notes under the Note Purchase Agreement, the Guarantors and the Company, intending to be legally
bound, hereby agree as follows:



ARTICLE I

DEFINITIONS AND INTERPRETATIONS




Section 1.1. Definitions.





	 	(a)	 	When used herein, the following terms shall have the following meanings:
	 
	 	 	 	“Company” has the meaning specified in the introduction to this Guaranty.




Exhibit 2-1









 












     “Guaranteed Obligations” means, collectively, all obligations, liabilities and
indebtedness of every nature of the Company from time to time owing to the Purchasers or any
other holder of Notes under the Operative Documents, including (a) all obligations of the
Company under the Operative Documents to pay principal, premium and interest in respect of
the Notes, (b) all obligations of the Company under the Operative Documents to reimburse or
indemnify the Purchasers or any other Indemnitee and (c) all obligations of the Company to
pay fees and expenses pursuant to the Operative Documents.




     “Guarantor Claims” has the meaning specified in Section 6.1 hereof.




     “Guarantors” has the meaning specified in the introduction to this Guaranty.




     “Guaranty” means this Guaranty, as amended, supplemented or modified from time to time.




     “Highest Lawful Rate” means the maximum nonusurious rate of interest permitted to be
charged by applicable federal or state law (whichever shall permit the higher lawful rate,
without conflict with other applicable federal or state laws) from time to time in effect.
The parties agree that, insofar as the provisions of Chapter 306 of the Texas Finance Code
are at any time applicable to the determination of the Highest Lawful Rate, the Highest
Lawful Rate shall be the “applicable ceiling” (as such term is used in such Chapter 306)
from time to time in effect, provided that, to the extent permitted by such Chapter 306,
each holder of Notes may from time to time by notice to the Company revise the election of
such interest rate ceiling as such ceiling affects the then current or future amounts
outstanding under the Notes held by such holder.




     “Legal Requirements” means any and all (a) applicable constitutional provisions, laws
(statutory, administrative, judicial or otherwise, including those established pursuant to
common law or equity) ordinances, treaties, rules, codes, standards and regulations (or any
interpretation of any of the foregoing), whether foreign or domestic, including, without
limitation, the Anti-Terrorism Order, the USA Patriot Act and Environmental Laws, (b)
judgments, orders, injunctions and decrees, (c) licenses, permits, franchises,
authorizations, patents, copyrights, proprietary software, service marks, trademarks and
trade names, or rights thereto, and (d) contracts with Governmental Authorities relating to
compliance with the items described in (a), (b) or (c) above.




     “Note Purchase Agreement” has the meaning specified in the recitals to this Guaranty.




     “Notes” has the meaning specified in the recitals to this Guaranty.




     “Operative Documents” means the Note Purchase Agreement, the Notes and all other
instruments and documents now or hereafter executed and delivered by the Company or any
Guarantor pursuant to the Note Purchase Agreement or otherwise in connection with, or as
security for, the indebtedness evidenced by the Notes, provided that this Guaranty shall not
constitute an Operative Document.



Exhibit 2-2









 






     “Purchasers” has the meaning specified in the recitals to this Guaranty.




     “Series A Notes” has the meaning specified in the recitals to this Guaranty.




     “Series B Notes” has the meaning specified in the recitals to this Guaranty.



     (b) All capitalized terms used herein which are defined in the Note Purchase Agreement shall
have the respective meanings assigned to them therein except as otherwise provided herein or unless
the context otherwise requires.



Section 1.2. Interpretation.




     (a) In this Guaranty, unless a clear contrary intention appears:




     (i) the singular number includes the plural number and vice versa;




     (ii) reference to any gender includes each other gender;




     (iii) the words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Guaranty as a whole and not to any particular Article, Section or other
subdivision;




     (iv) reference to any Person includes such Person’s successors and assigns but, if
applicable, only if such successors and assigns are permitted by this Guaranty and the Note
Purchase Agreement, and reference to a Person in a particular capacity excludes such Person
in any other capacity or individually, provided that nothing in this clause (iv) is intended
to authorize any assignment not otherwise permitted by this Guaranty and the Note Purchase
Agreement;




     (v) reference to any Operative Document means such Operative Document as amended,
supplemented or modified from time to time in accordance with the terms of the Note Purchase
Agreement;




     (vi) reference to this Guaranty means this Guaranty as amended, supplemented or
modified from time to time in accordance with the terms hereof and of the Note Purchase
Agreement;




     (vii) reference to any Note includes any note issued pursuant to the Note Purchase
Agreement in renewal, rearrangement, reinstatement, enlargement, amendment, modification,
extension, substitution or replacement therefor;




     (viii) unless the context indicates otherwise, reference to any Article or Section
means such Article or Section hereof;




     (ix) the words “including” (and with correlative meaning “include”) means including,
without limiting the generality of any description preceding such term;




Exhibit 2-3









 





          (x) with respect to the determination of any period of time, the word “from” means
“from and including” and the word “to” means “to but excluding”; and




          (xi) reference to any Legal Requirement means such Legal Requirement as amended,
modified, codified or reenacted, in whole or in part, and in effect from time to time.




     (b) The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.



     (c) No provision of this Guaranty shall be interpreted or construed against any Person solely
because that Person or its legal representative drafted such provision.



ARTICLE II

NATURE AND SCOPE OF GUARANTY




Section 2.1. Guaranty.




     (a) Subject to Section 2.1(d) below, the Guarantors, jointly and severally, unconditionally
and irrevocably guarantee the full and prompt (i) payment in full when due, whether by acceleration
or otherwise, and at all times thereafter, of any and all Guaranteed Obligations, including all
such amounts which would become due but for the operation of the automatic stay under Section
362(a) of the United States Bankruptcy Code, 11 U.S.C. §§362(a), and the operations of Sections
502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §§502(b) and §§506(b), except, in
the case of any Guarantor, as such sections are applicable in connection with a bankruptcy
proceeding initiated by or against such Guarantor and (ii) performance in full of all obligations
of the Company under the Note Purchase Agreement and the other Operative Documents.



     (b) Each Guarantor agrees that this Guaranty constitutes a guaranty of payment when due and
not of collection and waives any right to require that any resort be had by the Purchasers, any
other holder of Notes or any other Person to any security held for payment of any of the Guaranteed
Obligations or to any balance of any account or credit on the books of the Purchasers, any other
holder of Notes or any other Person in favor of the Company or any other Person. The guaranty
provided for herein shall be a continuing guaranty and shall remain in full force and effect until
payment in full of all Guaranteed Obligations.



     (c) Each Guarantor further agrees, in furtherance of the foregoing and not in limitation of
any other right which the Purchasers, any other holder of Notes or any other Person may have at law
or in equity against such Guarantor by virtue hereof, upon the failure of the Company to pay any of
the Guaranteed Obligations when and as the same shall become due, whether by required prepayment,
acceleration or otherwise (including amounts which would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §§362(a), except as such
section is applicable in connection with a bankruptcy proceeding initiated by or against such
Guarantor), such Guarantor will forthwith pay, or cause to be paid, to the holders of Notes an
amount in the aggregate equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations then due as aforesaid, (ii) accrued and unpaid
interest on such Guaranteed Obligations (including interest which, but for the filing of a petition



Exhibit 2-4 









 




in bankruptcy with respect to the Company, would accrue on such Guaranteed Obligations) and (iii)
all other Guaranteed Obligations then due as aforesaid.




     (d) Anything herein or in the Note Purchase Agreement or the Notes to the contrary
notwithstanding, the liability of each Guarantor under this Guaranty shall not, in any event,
exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws
relating to the insolvency of debtors and fraudulent conveyance.



Section 2.2. Guaranteed Obligations Not Reduced by Offset.




     None of the Guaranteed Obligations nor any of the liabilities and obligations of the
Guarantors to the holders of Notes hereunder shall be reduced, discharged, terminated or released
because or by reason of any existing or future offset, claim or defense of the Company, any
Guarantor or any other Person against the holders of Notes (or any of them) or against payment of
the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the
Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.
Without limiting the foregoing or the Guarantors’ liability hereunder, to the extent that the
holders of Notes do not receive payments or benefits on the Notes in the amounts and at the times
required or provided by the Operative Documents or Legal Requirements, the Guarantors, jointly and
severally, shall be absolutely liable to make such payments to (and confer such benefits on) the
holders of Notes, on a timely basis.



Section 2.3. Irrevocability of Guaranty.




     This Guaranty is intended to be an irrevocable, absolute, continuing guaranty of payment and
is not a guaranty of collection. This Guaranty may not be revoked by any Guarantor or the Company.



Section 2.4. Payment by the Guarantors.




     If all or any part of the Guaranteed Obligations shall not be punctually paid when due,
whether at maturity or earlier by acceleration or otherwise, the Guarantors shall, immediately upon
demand by the Purchasers or any holder of Notes, whether individually or collectively, and without
presentment, protest, notice of protest, notice of nonpayment, notice of intention to accelerate or
acceleration or any other notice whatsoever, jointly and severally pay the amount due on the
Guaranteed Obligations to the holders of Notes. Such demand(s) may be made at any time coincident
with or after the time for payment of all or part of the Guaranteed Obligations, and may be made
from time to time with respect to the same or different items of Guaranteed Obligations. Such
demand(s) shall be deemed made, given and received in accordance with Section 7.2 hereof.



Section 2.5. Payment of Expenses.




     In the event any Guarantor should breach or fail to timely perform any provisions of this
Guaranty, the Guarantors shall, immediately upon demand by the holders of Notes, jointly and
severally pay all costs and expenses (including court costs and reasonable attorneys’ fees)incurred by the holders of Notes (or any of them) in the enforcement hereof or the
preservation



Exhibit 2-5 









 




of such holders’ rights hereunder. The covenant contained in this Section 2.5 shall
survive the payment of the Guaranteed Obligations.




Section 2.6. No Duty to Pursue Others.




     (a) It shall not be necessary for the holders of Notes (and each Guarantor hereby waives any
rights which such Guarantor may have to require the holders of Notes), in order to enforce payment
by such Guarantor hereunder, first to (i) institute suit or exhaust their remedies against the
Company, any other Guarantor or any other Person, (ii) enforce such holders’ rights against any
security which shall ever have been given to secure the Guaranteed Obligations, (iii) enforce such
holders’ rights against any other Guarantors, (iv) join the Company, any other Guarantor or any
others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (v)
exhaust any remedies available to the holders of Notes against any security which shall ever have
been given to secure the Guaranteed Obligations or (vi) resort to any other means of obtaining
payment of the Guaranteed Obligations.



     (b) The holders of Notes shall not be required to mitigate damages or take any other action to
reduce, collect or enforce the Guaranteed Obligations.



     (c) Each Guarantor expressly waives each and every right to which it may be entitled by virtue
of any suretyship law, including any rights pursuant to Rule 31 of the Texas Rules of Civil
Procedure, Section 17.001 of the Civil Practice and Remedies Code of Texas, and Chapter 34 of the
Texas Business and Commerce Code.



Section 2.7. Complete Waiver of Subrogation.




     (a) Subject to the provisions of the Subrogation and Contribution Agreement, notwithstanding
any payment or payments made hereunder or any set-off or application by any holder of Notes of any
security or of any credits or claims, no Guarantor will assert or exercise any rights of any holder
of Notes or of such Guarantor against the Company to recover the amount of any payment made by such
Guarantor to any holder of Notes hereunder by way of any claim, remedy or subrogation,
reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by
contract, by statute, under common law or otherwise, and no Guarantor shall have any right of
recourse to or any claim against assets or property of the Company, whether or not the obligations
of the Company have been satisfied.



     (b) Subject to the provisions of the Subrogation and Contribution Agreement, each Guarantor
hereby expressly waives any claim, right or remedy which such Guarantor may now have or hereafter
acquire against the Company or any other Guarantor that arises under this Guaranty or any Operative
Document or from the performance by any Guarantor of the guaranty hereunder, including any claim,
remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or
participation in any claim, right or remedy of any holder of Notes against the Company or any
Guarantor, or any security that any holder of Notes now has or hereafter acquires, whether or not
such claim, right or remedy arises in equity, under contract, by statute, under common law or
otherwise.



     (c) Subject to the provisions of the Subrogation and Contribution Agreement, each Guarantor
agrees not to seek contribution or indemnity or other recourse from any other



Exhibit 2-6 









 




Guarantor or other Person. If any amount shall nevertheless be paid to any Guarantor by the Company or another
Guarantor prior to payment in full of the Guaranteed Obligations, such amount shall be held in
trust for the benefit of the holders of Notes and shall forthwith be paid to the holders of Notes
to be credited and applied to the Guaranteed Obligations, whether matured or unmatured. The
provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction
and discharge of the Company by virtue of any payment, court order or any federal or state law.




Section 2.8. Waiver of Notices, etc.




     The Guarantors consent and agree to the provisions of the Operative Documents and hereby waive
notice of (a) any loans made by the Purchasers or any other holder of Notes to the Company, (b)
acceptance of this Guaranty, (c) any amendment or extension of the Notes or the other Operative
Documents or of any other instrument or document pertaining to all or any part of the Guaranteed
Obligations, (d) the execution and delivery by the Company and any holder of Notes of any other
agreement or of the Company’s execution and delivery of any promissory notes or other documents in
connection therewith, (e) the occurrence of any breach by the Company or of any Event of Default,
(f) any transfer or disposition by a holder of Notes of the Guaranteed Obligations or any part
thereof, (g) any sale or foreclosure (or posting or advertising for sale or foreclosure) of the
collateral, if any shall at any time exist, for the Guaranteed Obligations, (h) protest,
presentment, demand for payment and proof of nonpayment, (i) notice of dishonor or nonpayment,
notice of intent to accelerate, notice of acceleration, notice of default by the Company or any
other Person and all other notices whatsoever, (j) any requirement that any Person proceed against
the Company or any security for, or any other Person primarily or secondarily obligated with
respect to, any of the Guaranteed Obligations, or exercise any other right or remedy against the
Company or any other Person, (k) any right to require marshaling of assets and liabilities, (1) all
diligence in collection or protection of or realization upon the Guaranteed Obligations or any
thereof, or any obligation hereunder, or any guarantee of the foregoing and (m) any other action at
any time taken or omitted by or on behalf of the Purchasers or any other holder of Notes pursuant
to or in connection with the Note Purchase Agreement or the Notes.



Section 2.9. Effect of Bankruptcy, Other Matters.




     If, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor
relief law, or any judgment, order or decision thereunder, or for any other reason, (a) any holder
of Notes must rescind, return or restore any payment, or any part thereof, received by or for the
benefit of such holder of Notes in satisfaction (in whole or in part) of the Guaranteed
Obligations, as set forth herein, then (i) any prior release or discharge from the terms of this
Guaranty given to the Guarantors (or any of them) by the holders of Notes shall be without effect
notwithstanding such payment or the application thereof and (ii) this Guaranty shall remain in full
force and effect or shall be reinstated, as the case may be, as to such Guaranteed Obligations, all
as though such payment had not been made, (b) the Company shall cease to be liable to the holders
of Notes for any of the Guaranteed Obligations (other than by reason of the indefeasible payment in
full thereof by the Company), then the obligations of the Guarantors under this Guaranty shall remain in full force and effect. It is the intention of the Purchasers, the
other holders of Notes and the Guarantors that the Guarantors’ obligations hereunder shall not be



Exhibit 2-7 









 




discharged except by the Guarantors’ performance of such obligations and then only to the extent of
such performance. Without limiting the generality of the foregoing, it is the intention of the
Purchasers, the other holders of Notes and the Guarantors that the filing of any bankruptcy or
similar proceeding by or against the Company, any Guarantor or any other Person obligated on any
portion of the Guaranteed Obligations shall not affect the obligations of the Guarantors or the
remaining Guarantors, as the case may be, under this Guaranty or the rights of the holders of Notes
under this Guaranty, including the right or ability of the holders of Notes, whether individually
or collectively, to pursue or institute suit against the Guarantors (or any of them) for the entire
Guaranteed Obligations.




ARTICLE III

ADDITIONAL EVENTS AND CIRCUMSTANCES NOT REDUCING

OR DISCHARGING THE GUARANTORS’ OBLIGATIONS




     (a) The obligations of each Guarantor hereunder are absolute and unconditional.



     (b) Each Guarantor agrees that such Guarantor’s obligations under this Guaranty shall not be
released, terminated, discharged, diminished, impaired, reduced, suspended or otherwise affected
by, and otherwise shall remain in full force and effect regardless of, any of the following:



          (1) any renewal, extension, increase, modification, alteration, expiration,
cancellation, waiver or rearrangement of all or any part of the Guaranteed Obligations, or
of any of the Operative Documents or any other agreement or other document, instrument,
contract or understanding pertaining to the Guaranteed Obligations;




          (2) any adjustment, indulgence, forbearance or compromise that might be granted or
given by the Purchasers or any other holder of Notes to the Company or any Guarantor;




          (3) the insolvency, bankruptcy, arrangement, adjustment, composition, structure,
liquidation, disability, dissolution or lack of power of the Company, any Guarantor or any
other Person at any time primarily or secondarily liable for the payment of all or part of
the Guaranteed Obligations;




          (4) any dissolution or reorganization of the Company or any Guarantor, or any sale,
lease or transfer of any or all of the assets of the Company or any Guarantor, or any
changes in name, business, location, composition, structure, management, ownership or
control (whether by accession, secession, cessation, dissolution or transfer of assets) of
the Company or any Guarantor;




          (5) the irregularity, invalidity, illegality or unenforceability of all or any part of
the Guaranteed Obligations or any Operative Document for any reason whatsoever, including
the fact that (i) the Guaranteed Obligations, or any part thereof, exceeds the amount
permitted by law, (ii) the act of creating the Guaranteed Obligations or any part thereof is
ultra vires, (iii) the Persons executing the Notes or other Operative Documents acted in excess of their authority, (iv) the Guaranteed Obligations violate applicable
usury laws, (v) the Company has valid defenses, claims or offsets (whether at law, in




Exhibit 2-8 









 




equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible
from the Company, (vi) the creation, performance or repayment of the Guaranteed Obligations
(or the execution, delivery and performance of any Operative Document) is illegal,
uncollectible or unenforceable or (vii) the Operative Documents or any other documents or
instruments pertaining to the Guaranteed Obligations have been forged or otherwise are
irregular or not genuine or authentic;




     (6) any full or partial compromise, settlement or release of the liability of the
Company on the Guaranteed Obligations or any part thereof, or of any Guarantor or any other
Person now or hereafter liable, whether directly or indirectly, jointly, severally, or
jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed
Obligations or any part thereof, it being recognized, acknowledged and agreed by each
Guarantor that (i) such Guarantor may be required to pay the Guaranteed Obligations in full
without assistance or support of any other Person and (ii) such Guarantor has not been
induced to enter into this Guaranty on the basis of a contemplation, belief, understanding
or agreement that any other Person will be liable to pay or perform the Guaranteed
Obligations or that the Purchasers or any other holder of Notes will look to any other
Person to perform the Guaranteed Obligations;



     (7) the taking or accepting of any security, collateral or other guaranty, or other
assurance of payment, for all or any part of the Guaranteed Obligations;



     (8) any release, surrender, exchange, subordination, deterioration, waste, loss or
impairment (including negligent, willful, unreasonable or unjustifiable impairment) of any
collateral, property or security, at any time existing in connection with, or assuring or
securing payment of, all or any part of the Guaranteed Obligations;



     (9) the failure of any holder of Notes or any other Person to exercise diligence or
reasonable care or to act, fail to act or comply with any duty in the administration,
preservation, protection, enforcement, sale, application, disposal or other handling or
treatment of all or any part of the Guaranteed Obligations or any collateral, property or
security at any time securing any portion thereof, including the failure to conduct any
foreclosure or other remedy fairly or in such a way so as to obtain the best possible price
or a favorable price or otherwise act or fail to act;



     (10) the fact that any collateral, security or Lien contemplated or intended to be
given, created or granted as security for the repayment of the Guaranteed Obligations shall
not be properly perfected or created or shall prove to be unenforceable or subordinate to
any other Lien, it being recognized and agreed by the Guarantors that the Guarantors are not
entering into this Guaranty in reliance on, or in contemplation of the existence, benefits,
validity, enforceability, collectibility or value of, any collateral for the Guaranteed
Obligations;



     (11) the reorganization, merger or consolidation of the Company or any Guarantor into
or with any other Person, or the reorganization or cessation of existence of the Company,
any Guarantor or any other Person;



Exhibit 2-9 









 





     (12) any payment by the Company to any holder of Notes is held to constitute a
preference under bankruptcy laws, or for any reason any holder of Notes is required to
refund such payment or pay such amount to the Company or any other Person;



     (13) any assignment or other transfer by any holder of Notes of any part of the
Guaranteed Obligations or any collateral, property or security at any time securing any
portion thereof, and, in the event of such assignment or transfer of the Guaranteed
Obligations, then all indebtedness owed by the Company to an assignee or transferee of such
holder of Notes shall be part of the Guaranteed Obligations;



     (14) any default, misrepresentation, negligence, misconduct, delay, omission or other
action or inaction of any kind by (i) the Company, (ii) any holder of Notes, (iii) any
Guarantor or (iv) any Affiliate, employee, officer, director or agent of the Company or any
Guarantor, whether under or in connection with this Guaranty or any of the Operative
Documents;



     (15) any dispute, set-off, counterclaim or other defense or right such Guarantor, the
Company or any other Person may have at any time against the holders of Notes (or any of
them) or any other Person;



     (16) any change in the relationship between the Company and such Guarantor or in the
relationship between the Company and any other Person;



     (17) any present or future Legal Requirement (whether in right or in fact the holders
of Notes shall have consented thereto) purporting to reduce, amend, restructure or otherwise
affect any of the Guaranteed Obligations or to vary the terms of payment thereof;



     (18) any action by the Company or any other Person as contemplated by this Guaranty or
by any Operative Document and any other action taken or omitted to be taken with respect to
the Operative Documents, the Guaranteed Obligations, or any security and collateral
therefor, whether or not such action or omission prejudices the Company or any Guarantor or
increases the likelihood or risk that any Guarantor will be required to pay the Guaranteed
Obligations pursuant to the terms hereof;



     (19) any circumstance whatsoever which might constitute a legal or equitable discharge
or defense of the Guarantors (or any of them), including failure of consideration, fraud by
or affecting any Person, usury, forgery, breach of warranty and failure to satisfy any Legal
Requirement; and



     (20) any other cause or circumstance, whether foreseen or unforeseen and whether
similar or dissimilar to any of the foregoing;



     it being the unambiguous and unequivocal intention of the Guarantors that the Guarantors shall
be obligated, jointly and severally, to pay the Guaranteed Obligations when due, notwithstanding
any occurrence, circumstance, event, action or omission whatsoever, whether contemplated or
uncontemplated, and whether or not otherwise or particularly described herein, except for the full
and final payment and satisfaction of the Guaranteed Obligations.



Exhibit 2-10 









 





     (c) Each Guarantor hereby (i) consents and agrees to each of the circumstances, events,
actions or omissions described or referred to in the foregoing paragraph (a) and (ii) waives any
common law, equitable, statutory or other rights (including any right to notice) which such
Guarantor might otherwise have as a result of or in connection with any of the occurrence or
happening of any of such circumstances, events, actions or omissions.



ARTICLE IV

ADDITIONAL CONSENTS AND AGREEMENTS OF THE GUARANTORS

REGARDING THE GUARANTEED OBLIGATIONS




     The Guarantors consent and agree that the holders of Notes (or any of them) may, from time to
time, in their (or its) sole discretion and without notice to the Company or the Guarantors (or any
of them), take any or all of the following actions:



     (a) retain or obtain the primary or secondary obligation of any Person or Persons, in addition
to the Guarantors, with respect to any or all of the Guaranteed Obligations;



     (b) extend or renew for one or more periods (whether or not longer than the original period),
alter or exchange any of the Guaranteed Obligations or any security or guaranty therefor or any
liability incurred directly or indirectly in respect thereof;



     (c) release, settle or compromise (i) any of the Guaranteed Obligations, (ii) any security or
guaranty for all or part of the Guaranteed Obligations (including the guaranty provided for herein)
or any liability (including any of those hereunder) of any nature of any Person with respect to any
of the Guaranteed Obligations;



     (d) exercise or refrain from exercising any rights against the Company or any other Person or
otherwise act or refrain from acting;



     (e) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and
in any order (i) any property by whomsoever at any time pledged or mortgaged to secure, or however
securing, the Guaranteed Obligations or any liabilities (including any of those hereunder)
incurred, or guarantees made, directly or indirectly in respect thereof or hereof and/or (ii) any
offset against such property;



     (f) apply any sums by whomsoever paid or howsoever realized to any obligations (including the
Guaranteed Obligations) of the Company to the holders of Notes (or any of them) regardless of what
obligations of the Company (including the Guaranteed Obligations) remain unpaid;



     (g) consent to or waive any breach of, or any act, omission or default under, any of the
Operative Documents, or otherwise amend, modify or supplement any of the Operative Documents;



     (h) resort to the Guarantors (or any of them) for payment of any of the Guaranteed
Obligations, whether or not the holders of Notes (or any of them) shall have proceeded against any
other Person primarily or secondarily obligated with respect to any of the Guaranteed Obligations
or against any security for any of the Guaranteed Obligations;



Exhibit 2-11 









 





     (i) act or fail to act in any manner referred to in this Guaranty or any of the Operative
Documents which may deprive the Guarantors (or any of them) of any right to subrogation against the
Company to recover the full indemnity for any payments made pursuant to the guaranty provided
herein;



     (j) acquire, protect, perfect or maintain perfection of any Lien in any collateral intended to
secure any part of the Guaranteed Obligations;



     (k) fail to notify, or timely notify, the Guarantors (or any of them) of any default, event of
default or similar event under any of the Operative Documents; and



     (l) receive and/or apply any proceeds, credits or recoveries from any source, including any
proceeds, credits or amounts realized from the exercise of any rights, remedies, powers or
privileges under the Operative Documents, by law or otherwise.



ARTICLE V

REPRESENTATIONS AND WARRANTIES




     Each Guarantor represents and warrants to the Purchasers and all other holders of Notes that:



Section 5.1. Benefit




     Such Guarantor has received, or will receive, direct or indirect benefit from the making of
this Guaranty and guaranteeing the Guaranteed Obligations pursuant hereto.



Section 5.2. Familiarity and Reliance




     (a) Such Guarantor has received true and accurate copies of, and is familiar with, the
Operative Documents. Such Guarantor is familiar with, and has independently reviewed books and
records regarding, the financial condition of the Company and is aware that no collateral will
secure the payment of the Guaranteed Obligations; however, such Guarantor is not relying on such
financial condition as an inducement to enter into this Guaranty.



     (b) Such Guarantor now has and will continue to have independent means of obtaining
information concerning the affairs, financial condition and business of the Company. Such
Guarantor understands that neither the Purchasers nor any other holder of Notes will have any duty
or responsibility to provide such Guarantor any credit or other information concerning the affairs, financial condition or business of the Company which may come into their
possession.



Section 5.3. No Representation by the Purchasers




     Neither the Purchasers nor any other Person has made any representation, warranty or statement
to such Guarantor in order to induce such Guarantor to execute this Guaranty.



Exhibit 2-12 









 





Section 5.4. The Guarantor’s Financial Condition




     As of the date hereof, and after the consummation of the transactions described in the
Operative Documents, such Guarantor is, and will be, solvent, and has and will have assets which,
fairly valued, exceed its obligations, liabilities and debts.



Section 5.5. Directors’ Determination of Benefit




     The Board of Directors of such Guarantor or the general partner of such Guarantor, as the case
may be, acting pursuant to a duly called and constituted meeting, after proper notice, or pursuant
to a valid unanimous consent, has determined that this Guaranty directly or indirectly benefits
such Guarantor and is in the best interests of such Guarantor.



Section 5.6. Legality




     The execution, delivery and performance by such Guarantor of this Guaranty and the
consummation of the transactions contemplated hereunder have been duly authorized by all necessary
corporate or partnership action on the part of such Guarantor. This Guaranty constitutes a legal,
valid and binding obligation of such Guarantor, enforceable in accordance with its terms, except as
the enforceability thereof may be limited by bankruptcy, insolvency or other laws of general
application relating to the enforcement of creditor’s rights.



Section 5.7. Organization and Good Standing.




     Each Guarantor:



     (a) is, and will continue to be, a corporation, a limited partnership, a limited liability
company or a private limited company, as the case may be, duly organized and validly existing in
good standing under the laws of the jurisdiction shown after its name in the introduction to this
Guaranty;



     (b) is duly qualified or registered and is in good standing as a foreign corporation, foreign
limited partnership or foreign limited liability company, as the case may be, in each jurisdiction
in which the nature of such qualification or registration is necessary and in which the failure to
so qualify or register could reasonably be expected to have a Material Adverse Effect; and



     (c) possesses all requisite authority, power and licenses, permits, franchises,
authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade
names, or rights thereto, necessary to own its assets, to conduct its business and to execute
and deliver and comply with the terms of this Guaranty.



Section 5.8. Confirmation of Representations in Note Purchase Agreement




     All of the representations made by the Company with respect to such Guarantor in Article 5 of
the Note Purchase Agreement are true and correct.



Exhibit 2-13 









 





Section 5.9. Survival




     All representations and warranties made by the Guarantors herein, including the
representations made pursuant to Section 5.8, shall survive the execution and delivery hereof.



ARTICLE VI

SUBORDINATION OF CERTAIN INDEBTEDNESS




Section 6.1. Subordination of All Guarantor Claims




     As used herein, the term “Guarantor Claims” shall mean all debts, liabilities and claims of
the Company to one or more of the Guarantors or of any Guarantor to one or more other Guarantors,
in each case whether such debts, liabilities and claims now exist or are hereafter incurred or
arise, or whether the obligations of the Company or such Guarantor thereon be direct, contingent,
primary, secondary, several, joint and several, or otherwise, and irrespective of whether such
debts, liabilities or claims be evidenced by note, contract, open account, or otherwise, and
irrespective of the Person or Persons in whose favor such debts, liabilities or claims may, at
their inception, have been, or may hereafter be created, and irrespective of the manner in which
they have been or may hereafter be acquired. Until the Guaranteed Obligations shall be paid and
satisfied in full and the Guarantors shall have performed all of their obligations hereunder, no
Guarantor shall demand, receive or collect, directly or indirectly, from the Company or any other
Person (including another Guarantor) any amount upon the Guarantor Claims; provided, however, that,
prior to the occurrence of an Event of Default, the Company and each Guarantor may, in the ordinary
course of business, repay loans which the Company or such Guarantor has received from any other
Guarantor in accordance with the Note Purchase Agreement.



Section 6.2. Claims in Bankruptcy




     In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or
other insolvency proceedings involving the Company or any Guarantor as debtor, each holder of Notes
shall have the right to prove its claim in any such proceeding so as to establish its rights
hereunder and receive directly from the receiver, trustee or other court custodian dividends and
payments which would otherwise be payable to such holder of Notes upon Guarantor Claims. The
Guarantors hereby assign such dividends and payments to the holders of Notes.



Section 6.3. Payments Held in Trust




     In the event that, notwithstanding Sections 6.1 and 6.2 above, any Guarantor should receive
any funds, payments, claims or distributions which are prohibited by such Sections, such
Guarantor agrees (i) to hold in trust for the holders of Notes, in kind, all funds, payments,
claims or distributions so received, (ii) that such Guarantor shall have absolutely no dominion
over such funds, payments, claims or distributions so received except to pay them promptly to the
holders of Notes and (iii) promptly to pay the same to the holders of Notes.



Section 6.4. Liens Subordinate




     Each Guarantor agrees that any Liens upon the Company’s assets or upon assets of any Guarantor
securing payment of the Guarantor Claims shall be and remain inferior and subordinate to the Liens,
if any, upon the Company’s assets or such Guarantor’s assets securing



Exhibit 2-14 









 




payment of the Guaranteed Obligations, regardless of whether such Liens in favor of the Guarantors or the holders of Notes
presently exist or are hereafter created or attached. Without the prior written consent of the
holders of Notes, no Guarantor shall (a) exercise or enforce any creditor’s right it may have
against the Company or any other Guarantor or (b) foreclose, repossess, sequester or otherwise take
steps or institute any action or proceedings (judicial or otherwise, including the commencement of,
or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency
proceeding) to enforce any Liens upon the assets of the Company or any other Guarantor held by, or
for the benefit of, such Guarantor.




Section 6.5. Notation of Records




     All promissory notes, accounts receivable ledgers or other evidences of the Guarantor Claims
accepted by or held by, or for the benefit of, any Guarantor shall contain a specific written
notice thereon that the indebtedness evidenced thereby is subordinated under the terms of this
Guaranty.



ARTICLE VII

MISCELLANEOUS




Section 7.1. Waiver and Amendment




     (a) No failure to exercise, and no delay in exercising, on the part of any holder of Notes,
any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any other right. The
rights of the holders of Notes hereunder shall be in addition to all other rights provided by law
or by the Operative Documents. No modification or waiver of any provision of this Guaranty, nor
consent to departure therefrom, shall be effective unless in writing and no such consent or waiver
shall extend beyond the particular case and purpose involved. No notice or demand given in any
case shall constitute a waiver of the right to take other action in the same, similar or other
instances without such notice or demand.



     (b) This Guaranty may be changed, amended, waived or terminated only by an instrument in
writing executed by the Company, the Guarantors and the holders of Notes.



Section 7.2. Notices




     (a) All written communications provided for hereunder shall be sent by first class mail or
nationwide overnight delivery service (with charges prepaid) and (i) if to the Company,
addressed to it at 1600 West 7th Street, Fort Worth, Texas 76102-2599, Attention: President,
or at such other address as the Company shall have specified to each holder of Notes in writing,
(ii) if to any Guarantor, addressed to it in care of the Company at the address specified above or
at such other address as such Guarantor shall have specified to each holder of Notes in writing,
(iii) if to the Purchasers, addressed to it at the address specified for such communications in
Schedule A to the Note Purchase Agreement, or at such other address as such Purchaser shall have
specified to the Guarantors in writing and (iv) if to any other holder of Notes, addressed to such
other holder at such address as such other holder shall have specified to the Guarantors in writing
or, if such other holder shall not have so specified an address to the Guarantors, then addressed
to such other holder in care of the last holder of such Note which shall have so specified an



Exhibit 2-15 









 




address to the Guarantors; provided, however, that any such communication to the Guarantors may
also, at the option of the holders of Notes, be delivered by any other means either to the
Guarantors in care of the Company at its address specified above or to any Responsible Officer.




     (b) Any party may change its address for purposes of this Guaranty by giving notice of such
change to the other party pursuant to this Section 7.2.



Section 7.3. Governing Law




     THIS GUARANTY SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE
PARTIES AND THE HOLDERS OF NOTES SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.



Section 7.4. Invalid Provisions




     If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under
present or future laws effective during the term of this Guaranty, such provision shall be fully
severable and this Guaranty shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions
of this Guaranty shall remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance from this Guaranty, unless such continued
effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and
intentions of the parties as expressed herein.



Section 7.5. Entirety




     This Guaranty embodies the entire agreement between the parties and the holders of Notes
relating to the subject matter hereof and supersedes all prior agreements and understandings, if
any, relating to the subject matter hereof.



Section 7.6. Reproduction of Documents




     This Guaranty, the Operative Documents and all documents relating hereto and thereto,
including (a) consents, waivers and notifications which may hereafter be executed, (b) documents
received by any holder of Notes at the Closing and (c) financial statements, certificates and other
information previously or hereafter furnished to any holder of Notes, may be reproduced by such
holder or any Guarantor by any photographic, photostatic, microfilm,
microcard, miniature photographic or other similar process and any original document so
reproduced may be destroyed. The Company and each Guarantor agrees and stipulates that, to the
extent permitted by applicable law, any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made in the regular course of business) and any
enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in
evidence.



Section 7.7. Submission to Jurisdiction




Exhibit 2-16 









 





     EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR
FEDERAL COURT LOCATED IN NEW YORK, NEW YORK OVER ANY ACTION OR PROCEEDING (A) TO ENFORCE OR DEFEND
ANY RIGHT UNDER THIS GUARANTY OR UNDER ANY OPERATIVE DOCUMENT OR (B) ARISING FROM OR RELATING TO
ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS GUARANTY OR THE OPERATIVE DOCUMENTS,
AND EACH GUARANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE OR FEDERAL COURT. EACH GUARANTOR HEREBY
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH
ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO SUCH GUARANTOR AT ITS ADDRESS FOR NOTICES PURSUANT TO SECTION 7.2, SUCH SERVICE TO
BECOME EFFECTIVE 10 DAYS AFTER SUCH MAILING. EACH SUCH SERVICE IS HEREBY ACKNOWLEDGED BY EACH
GUARANTOR TO BE SUFFICIENT, EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. IF ANY AGENT APPOINTED
BY ANY GUARANTOR REFUSES TO ACCEPT SERVICE, SUCH GUARANTOR HEREBY AGREES THAT SERVICE UPON IT BY
MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT THAT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM OR VENUE TO THE
MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING. EACH GUARANTOR HEREBY AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS SECTION 7.7 SHALL
AFFECT THE RIGHT OF ANY HOLDER OF NOTES OR THE RIGHT OF ANY OTHER PERSON TO SERVE LEGAL PROCESS IN
ANY OTHER MANNER PERMITTED BY APPLICABLE LAW, OR THE RIGHT OF ANY HOLDER OR THE RIGHT OF ANY OTHER
PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY GUARANTOR OR THE PROPERTY OF ANY GUARANTOR IN
THE COURTS OF ANY OTHER APPROPRIATE JURISDICTION IF SUCH COURT CAN PROPERLY ASSERT JURISDICTION
OVER THE SUBJECT MATTER OF SUCH ACTION OR PROCEEDING.



Section 7.8. Transfer of Guaranteed Obligations




     The Purchasers and each other holder of Notes may, from time to time, without notice to the
Guarantors (or any of them), assign or transfer all or a part of the Guaranteed Obligations or any
interest therein, and, notwithstanding any such assignment or transfer or any subsequent assignment
or transfer thereof, such Guaranteed Obligations shall be and remain Guaranteed Obligations for
purposes of this Guaranty, and each and every immediate and successive assignee or transferee of
any of the Guaranteed Obligations or of any interest therein shall, to the extent of the interest
of such assignee or transferee in the Guaranteed Obligations, be entitled to the benefit of this
Guaranty to the same extent as if such assignee or transferee were the Purchasers or such other
holder of Notes, as the case may be.



Exhibit 2-17 









 





Section 7.9. Parties Bound; Assignment.




     This Guaranty shall be binding upon the Guarantors, the Company and their respective
successors, assigns and legal representatives and shall inure to the benefit of, and be enforceable
by, the Purchasers, all other holders of Notes and their respective successors, assigns and legal
representatives; provided, however, that no Guarantor may, without the prior written consent of the
holders of Notes, assign any of its rights, powers, duties or obligations hereunder.



Section 7.10. Multiple Counterparts.




     This Guaranty may be executed in any number of counterparts, all of which taken together shall
constitute one and the same agreement, and any of the parties hereto may execute this Guaranty by
signing any such counterpart.



Section 7.11. Rights and Remedies.




     If any Guarantor becomes liable for any indebtedness owing by the Company to the holders of
Notes, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in
any manner impaired or affected hereby and the rights of the holders of Notes hereunder shall be
cumulative of any and all other rights such holders may ever have against such Guarantor. The
exercise by any holder of Notes of any right or remedy hereunder or under any other instrument, or
at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or
remedy.



Section 7.12. Relation to Note Purchase Agreement




     This Guaranty has been executed and delivered pursuant to, and is subject to certain terms and
conditions set forth in, the Note Purchase Agreement, and is the Guaranty referred to therein.



Section 7.13. Payments




     All payments payable or to be payable pursuant to this Guaranty shall be payable in
immediately available funds and in such coin or currency of the United States of America that, at
the time of payment, is legal tender for the payment of public and private debts in the United
States of America and shall be made by electronic funds transfer to such bank and/or account in
the continental United States for the account of the payee as from time to time the payee
shall have directed to the payor in writing, or, if no such direction shall have been given by the
Purchasers, in the manner and at the address set forth in Schedule A to the Note Purchase Agreement
or, if no such direction shall have been given by any other holder of Notes, by check of the payor
payable to the order of such holder and mailed to such holder in the manner and at the address set
forth in Section 7.2 hereof.



Section 7.14. Interest




     (a) Any amounts due under this Guaranty which are not paid when due shall bear interest until
paid at the rate per annum equal to the Default Rate.



Exhibit 2-18 









 





     (b) The foregoing paragraph (a) is expressly limited so that in no event whatsoever shall the
amount paid, or otherwise agreed to be paid, thereunder by any Guarantor to any holder of Notes for
the use, forbearance or detention of money exceed that amount of money which would cause the
effective rate of interest to exceed the Highest Lawful Rate, and all amounts owed by any Guarantor
under such paragraph (a) shall be held to be subject to reduction to the effect that such amounts
so paid or agreed to be paid by such Guarantor which are for the use, forbearance or detention of
money shall in no event exceed that amount of money which would cause the effective rate of
interest to exceed the Highest Lawful Rate.



     (c) Anything in this Section 7.14 to the contrary notwithstanding, no Guarantor shall ever be
required by this Section 7.14 to pay unearned interest or ever be required by this Section 7.14 to
pay interest at a rate in excess of the Highest Lawful Rate, and if the effective rate of interest
which would otherwise be payable by such Guarantor under this Section 7.14 would exceed the Highest
Lawful Rate, or if any holder of Notes shall receive any unearned interest from such Guarantor
under this Section 7.14 or shall receive monies from such Guarantor under this Section 7.14 that
are deemed to constitute interest which would increase the effective rate of interest payable by
such Guarantor under this Section 7.14 to a rate in excess of the Highest Lawful Rate, then (i) the
amount of interest which would otherwise be payable by such Guarantor under this Section 7.14 shall
be reduced to the amount allowed under applicable law and (ii) any unearned interest paid by such
Guarantor under this Section 7.14 or any interest paid by such Guarantor under this Section 7.14 in
excess of the Highest Lawful Rate shall be in the first instance credited on the principal of the
Guaranteed Obligations with the excess thereof, if any, refunded to such Guarantor.



     (d) It is further agreed that, without limitation of the foregoing, all calculations of the
rate of interest contracted for, charged or received by any holder of Notes under this Section 7.14
which are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate
shall be made, to the extent permitted by usury laws applicable to this Guaranty (now or hereafter
enacted), by amortizing, prorating and spreading in equal parts during the period of the full
stated term of this Guaranty all interest at any time contracted for, charged or received by such
holder of Notes under this Section 7.14.



     (e) If, at any time and from time to time, (i) the amount of interest payable under this
Section 7.14 by any Guarantor to any holder of Notes on any date shall be computed at the Highest
Lawful Rate and (ii) in respect of any subsequent interest computation period the
amount of interest otherwise payable to such holder would be less than the Highest Lawful
Rate, then the amount of interest payable by such Guarantor to such holder under this Section 7.14
in respect of such subsequent interest computation period shall continue to be computed at the
Highest Lawful Rate until the total amount of interest payable by such Guarantor to such holder
shall equal the total amount of interest which would have been payable to such holder by such
Guarantor if the total amount of interest had been computed without giving effect to this Section
7.14.



Section 7.15. Judgment Currency




     (a) The obligation of each Guarantor hereunder to make payments to any holder of Notes in U.S.
Dollars shall not be discharged or satisfied by any tender or recovery pursuant to



Exhibit 2-19 









 







any judgment expressed in or converted into any currency other than U.S. Dollars, except to the extent that such
tender or recovery results in the effective receipt by such holder of the full amount of U.S.
Dollars expressed to be payable to such holder under this Guaranty. If for the purpose of
obtaining or enforcing judgment against any Guarantor in any court or in any jurisdiction, it
becomes necessary to convert into or from any currency other than U.S. Dollars (such other currency
being referred to in this Section 7.15 as the “Judgment Currency”) an amount due in U.S. Dollars,
the conversion shall be made, at the Dollar Equivalent, as of the Business Day immediately
preceding the day on which the judgment is given (such Business Day being referred to in this
Section 7.15 as the “Judgment Currency Conversion Date”). For purposes of this Section 7.15, the
term “Dollar Equivalent” shall mean, with respect to any monetary amount in a currency other than
U.S. Dollars, at any time for the determination thereof, the amount of U.S. Dollars obtained by
converting such foreign currency involved in such computation into U.S. Dollars at the spot rate
for the purchase of U.S. Dollars with the applicable foreign currency as quoted to such holder of
Notes by a nationally recognized commercial bank or investment bank, which is not affiliated with
such holder of Notes, at approximately 10:00 A.M. (New York City time) on the date of determination
thereof specified herein.



     (b) If there is a change in the rate of exchange prevailing between the Judgment Currency
Conversion Date and the date of actual payment by the relevant Guarantor of the amount due, such
Guarantor covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in
any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment
Currency, when converted at the rate of exchange prevailing on the date of payment, will produce
the amount of U.S. Dollars which could have been purchased with the amount of Judgment Currency
stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment
Currency Conversion Date.



     (c) For purposes of determining the Dollar Equivalent for this Section 7.15, such amounts
shall include any premium and costs payable in connection with the purchase of the U.S. Dollars.



Section 7.16. Performance of Covenants, etc




     Each Guarantor agrees, as an independent undertaking with the Purchasers and the other holders
of Notes, to perform the covenants applicable to it contained in Article 9 and Article 10 of the
Note Purchase Agreement. Neither the Company nor any Guarantor shall undertake any
course of action inconsistent with the provisions or intent of this Guaranty or any of the
Operative Documents. The Company and each Guarantor will promptly do all acts and things and take
all such measures as may be necessary or appropriate, or as the Required Holders may reasonably
request, to comply as soon as practicable with the terms, conditions and provisions of this
Guaranty.



[Remainder of page intentionally left blank. Next page is signature page.]





Exhibit 2-20 










 





EXECUTED as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	COMPANY	 	 
	 
	 	 	 	 	 	 
	 	 	CASH AMERICA INTERNATIONAL, INC.
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	GUARANTORS
	 	 
	 
	 	 	 	 	 	 
	 	 	CASH AMERICA NET HOLDINGS, LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	CASH AMERICA, INC. OF COLORADO
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 






Exhibit 2-21









 





	 	 	 	 	 
	 	 	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	 	 
	 

	 	Name:
	 	 
 
	 

	 	Title:	 	 






Exhibit 2-22









 





	 	 	 	 	 	 	 
	 	 	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	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 







Exhibit 2-23









 








EXHIBIT 3




[FORM OF SUBROGATION AND CONTRIBUTION AGREEMENT]




SUBROGATION AND CONTRIBUTION AGREEMENT




     This SUBROGATION AND CONTRIBUTION AGREEMENT (the “Agreement”) is executed as of December 19,
2006 by CASH AMERICA INTERNATIONAL, INC., a Texas corporation (“Borrower”), and each of the parties
listed as a Guarantor on the signature pages hereto (all of the parties except Borrower named
above, are collectively referred to herein as the “Guarantors” and individually referred to as a
“Guarantor”).



     WHEREAS, as an inducement to the Purchasers (as defined in the hereinafter defined Note
Purchase Agreement) to (i) execute and deliver the Note Purchase Agreement dated as of December 19,
2006 (as may be amended, supplemented or otherwise modified from time to time, the “Note Purchase
Agreement”) among the Company and the Purchasers and (ii) purchase the Series A Senior Notes and
Series B Senior Notes to be issued and sold pursuant to the Note Purchase Agreement (collectively,
the “Notes”), the Guarantors and each of them, jointly and severally, have executed a certain Joint
and Several Guaranty, dated as of December 19, 2006 (as may be amended, supplemented or otherwise
modified from time to time, the “Guaranty”), simultaneously with this Agreement, subject to the
terms and conditions set forth therein; and



     WHEREAS, the parties to this Agreement desire to execute this Subrogation and Contribution
Agreement in connection with the Guaranty.



     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:



1. AGREEMENT CONCERNING SUBROGATION AND CONTRIBUTION




     Notwithstanding Section 2.7 of the Guaranty to the contrary, to the fullest extent permitted
by applicable law, the parties hereto acknowledge and agree that: (i) with respect to each of the
Guarantors’ relative liability under the Guaranty, each Guarantor possesses, and has not waived,
corresponding rights of contribution, subrogation, indemnity, and reimbursement (such rights
collectively referred to herein as “Contribution Rights”) relative to the other Guarantors;
provided that each Guarantor shall not enforce its Contribution Rights against any party to this
Agreement until all of the Note Obligations (as hereinafter defined) shall have been paid in full,
and (ii) each Guarantor is entitled to Contribution Rights to the extent of any payments such
Guarantor may have made to the holders of Notes under and pursuant to the Note Purchase Agreement
and the Notes (all obligations, liabilities and indebtedness of the Guarantors under the Note
Purchase Agreement and the Notes pursuant to the Guaranty are hereinafter referred to as the “Note
Obligations”). Notwithstanding anything to the contrary contained in this paragraph or in this
Agreement, no liability or obligation of any Guarantor that shall accrue pursuant to this Agreement
shall be paid nor shall it be deemed owed pursuant to this Agreement until all of the Note
Obligations shall be paid in full. The parties hereto covenant and agree that



Exhibit 3-1









 




a breach of this Agreement shall not diminish or otherwise affect the liability of the
Guarantors under the Guaranty.




2. REPRESENTATIONS AND WARRANTIES.




     Each party hereto represents and warrants to each other party hereto and to its respective
successors and assigns that:



     (a) the execution, delivery and performance by each party hereto of this Agreement are within
such party’s corporate powers, have been duly authorized by all necessary corporate action or
partnership action, as the case may be, require no action by or in respect of, or filing with, any
governmental body, agency or official and do not contravene, or constitute a default under, any
provision of applicable law or regulation or of the articles of incorporation, bylaws, limited
partnership agreement or other organizing document of such party or of any agreement, judgment,
injunction, order, decree or other instrument binding upon such party or result in the creation or
imposition of any lien, security interest or other charge or encumbrance on any asset of such
party; and



     (b) this Agreement constitutes a legal, valid and binding agreement of such party, enforceable
against such party in accordance with its terms.



3. NO WAIVER.




     No failure or delay by any Guarantor in exercising any right, power or privilege hereunder
shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies herein provided shall be cumulative and non-exclusive of any rights or remedies
provided by law.



4. AMENDMENTS.




     Any provision of this Agreement may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed by the parties hereto and consented to by the holders of Notes.



5. SUCCESSOR AND ASSIGNS.




     The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.



6. CHOICE OF LAW.




     This Agreement shall be governed by, and construed in accordance with, the laws of the State
of New York and any applicable federal laws of the United States of America.



Exhibit 3-2









 





7. COUNTERPARTS.




     This Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when a counterpart hereof shall have been signed
by all the parties hereto.



[Remainder of page intentionally left blank. Next page is signature page.]




Exhibit 3-3









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorized officers as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	BORROWER	 	 
	 
	 	 	 	 	 	 
	 	 	CASH AMERICA INTERNATIONAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GUARANTORS	 	 
	 
	 	 	 	 	 	 
	 	 	CASH AMERICA NET HOLDINGS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CASH AMERICA, INC. OF COLORADO	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






Exhibit 3-4









 





	 	 	 	 	 	 	 
	 	 	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	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






Exhibit 3-5









 





	 	 	 	 	 	 	 
	 	 	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	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 







Exhibit 3-6









 








EXHIBIT 4.4(a)




[OPINION OF SPECIAL COUNSEL FOR THE LOAN PARTIES]




December 19, 2006




To the Persons listed

on the attached Annex 1



	 	 	 	 	 
	 

	 	Re:
	 	Note Purchase Agreement, dated as of December 19, 2006, among Cash America
International, Inc. and the Purchasers listed on Schedule A thereto






Gentlemen:




     As counsel to Cash America International, Inc. (the “Company”), a Texas corporation,
we have been requested to furnish this letter to you pursuant to Section 4.4(a) of that certain
Note Purchase Agreement, dated as of December 19, 2006 (the “Note Purchase Agreement”)
among the Company and the purchasers listed on Schedule A thereto (the “Purchasers”), which
Note Purchase Agreement provides for the Company’s sale to the Purchasers on this date, pursuant to
the terms of the Note Purchase Agreement, of (i) $35,000,000 aggregate principal amount of the
Company’s 6.09% Series A Senior Notes due December 19, 2016 and (ii) $25,000,000 aggregate
principal amount of the Company’s 6.21% Series B Senior Notes due December 19, 2021. This firm has
also acted as counsel to the Company and the subsidiaries of the Company listed on the attached
Annex 2 (collectively, the “Guarantors”) (such subsidiaries are collectively
referred to herein as the “Guarantors” and individually as a “Guarantor,” and the
Guarantors, together with the Company, are referred to as the “Loan Parties”) that are
parties to that certain Joint and Several Guaranty (the “Guaranty”), dated as of December
19, 2006, and the Subrogation and Contribution Agreement, dated as of December 19, 2006 (the
“Subrogation and Contribution Agreement”), each executed by the Company and the Guarantors,
and delivered on the date hereof pursuant to Section 4.11 of the Note Purchase Agreement. This
opinion letter is furnished to the Purchasers pursuant to Section 4.4(a) of the Note Purchase
Agreement. Unless otherwise defined herein, all capitalized terms used herein that are defined in
the Note Purchase Agreement shall have the respective meanings assigned to them in the Note
Purchase Agreement.



A. Basis of Opinion




     As the basis for the conclusions expressed in this opinion letter, this firm has examined and
is familiar with originals or copies, certified or otherwise identified to this firm’s
satisfaction, of (i) the Note Purchase Agreement; (ii) the Guaranty and the Subrogation and
Contribution Agreement; (iii) the promissory notes of the Company in the aggregate principal amount
of $35,000,000 and in the form attached as Exhibit 1A to the Note Purchase Agreement (the
“Series A Notes”); (iv) the promissory notes of the Company in the aggregate principal
amount of $25,000,000 and in the form attached as Exhibit 1B to the Note Purchase Agreement (the
“Series B Notes” and, together with the Series A Notes, collectively, the “Notes”);
(v) the



Exhibit 4.4(a)-1









 




Articles of Incorporation of the Company, as amended to date; (vi) the Bylaws of the Company, as
amended to date; and (vii) resolutions of the Board of Directors of the Company authorizing the
execution, delivery and performance of the Note Purchase Agreement, the Guaranty and the Notes.
This firm has also examined such other documents and instruments (including certificates of public
officials, officers of the Company and the Guarantors and other persons) and made such examination
of applicable laws of the State of Texas and federal laws of the United States, all as this firm
has deemed necessary as a basis for the opinions hereinafter expressed. As used herein, the term
“Loan Documents” means, collectively, the Note Purchase Agreement, the Guaranty, the
Subrogation and Contribution Agreement and the Notes.




B. Opinion




     Based upon our examination and consideration of the documents and instruments referred to in
Section A and in reliance thereon, but subject to the comments, assumptions, limitations,
qualifications and exceptions set forth in Section C, this firm is of the opinion that:



     1. The Company is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of Texas. The Company has the requisite corporate power and authority to (i)
execute, deliver and perform its obligations under the Loan Documents to which it is a party, (ii)
own and hold under lease the properties that it purports to own or hold under lease (as described
in the annual report of the Company on Form 10-K of the fiscal year ended December 31, 2005 (the
“10-K Report”)) and (iii) transact the business described with respect to it in the 10-K
Report.



     2. The Company is duly qualified as a foreign corporation and is in good standing in each
jurisdiction (if any) listed on the attached Annex 3. The Company has represented to us
that said jurisdictions are the only jurisdictions in which it conducts business.



     3. The Loan Documents have been duly authorized, executed and delivered by the Company and
constitute the legal, valid and binding obligations of the Company, enforceable against the Company
in accordance with their respective terms.



     4. The Guaranty and the Subrogation and Contribution Agreement constitute the legal, valid and
binding obligations of each Guarantor, enforceable against such Guarantor in accordance with their
respective terms.



     5. Neither the execution nor delivery by the Company of any Loan Document to which it is a
party nor compliance by the Company with the terms and provisions of the Loan Documents to which it
is a party will (i) violate any provision of the charter or bylaws of the Company, or (ii) to this
firm’s knowledge, contravene any legal requirement to which the Company is subject.



     6. No consent, approval, authorization or order of any Governmental Authority is required in
connection with the execution, delivery and performance by any Loan Party of the Loan Documents to
which it is a party.



Exhibit 4.4(a)-2









 





     7. The offering, issuance, sale and delivery of the Notes under the circumstances contemplated
by the Note Purchase Agreement constitutes an exempt transaction under the registration provisions
of the Securities Act of 1933, as amended, and neither the registration of the Notes under such
provisions nor the qualification of an indenture in respect of the Notes under the Trust Indenture
Act of 1939, as amended, is required in connection with such offering, issuance, sale and delivery.



     8. The issuance and sale of the Notes under the circumstances contemplated by the Note
Purchase Agreement will not involve a violation of Regulation U, T or X of the Board of Governors
of the Federal Reserve System promulgated pursuant to Section 7 of the Securities Exchange Act of
1934, as amended.



     9. None of the Loan Parties is (i) an “investment company” or a Person directly or indirectly
“controlled” by or acting on behalf of an “investment company,” in each case within the meaning of
the Investment Company Act of 1940, as amended, (ii) a “holding company” or a “subsidiary company”
of a “holding company,” an “affiliate” of a “holding company” or of a “subsidiary company” of a
“holding company,” in each case within the meaning of the Public Utility Holding Company Act of
2005, as amended, or (iii) a “public utility,” within the meaning of the Federal Power Act, as
amended.



     10. For purposes of determining the maximum lawful rate of interest that may be charged,
collected or received pursuant to the Notes, the courts of the State of Texas (and the courts of
the United States applying Texas law) would, assuming that such courts were to apply existing Texas
choice of law rules, give effect to the provisions contained in the Note Purchase Agreement and the
Notes calling for such documents to be governed by and construed in accordance with the internal
laws of the State of New York.



     11. The loan, as evidenced by the Notes, is not usurious under the laws of Texas (assuming for
purposes of this opinion, courts were to apply Texas law).



C. Comments, Assumption, Limitations, Qualifications and Exceptions




     The opinions expressed in Section B above are based upon and subject to the further comments,
assumptions, limitations, qualifications and exceptions as set forth below:



     1. This firm’s validity, binding effect and enforceability opinions in Paragraphs B.3 and B.4
above are subject to the effects of (i) bankruptcy, fraudulent conveyance, fraudulent transfer,
insolvency, reorganization, arrangement, moratorium and other similar laws from time to time
affecting creditors’ rights generally, (ii) the application of general principles of equity
(including, without limitation, standards of materiality, good faith, fair dealing and
reasonableness), whether such principles are considered in a proceeding at law or in equity, and
(iii) applicable law and court decisions which may modify, limit, render unenforceable or invalid
or delay certain of the rights and remedies of the Purchasers, which, in this firm’s opinion,
should not materially diminish the ultimate practical realization of the principal legal benefits
purported to be conferred by the Loan Documents, except for the economic consequences of any



Exhibit 4.4(a)-3









 




judicial, administrative, procedural or other delay which may be imposed by, relate to or result
from such laws and court decisions.





     2. This firm expresses no opinion as to:




     (i) the validity, binding effect or enforceability of any provision of the Loan
Documents relating to indemnification, contribution, or exculpation in connection with
violations of any securities laws or statutory duties or public policy, to the extent that
such provisions are determined to be contrary to public policy, as interpreted by the courts
of the State of Texas and the courts of the United States;




     (ii) the validity, binding effect or enforceability of (a) any purported waiver,
release, variation, disclaimer, consent or other provision contained in the Loan Documents
to similar effect (all of the foregoing, collectively, a “Waiver”) by the Company
and/or any of the other Loan Parties under any of the Loan Documents to the extent limited
by Sections 9.602 of the Uniform Commercial Code, as in effect in the State of Texas
(“UCC”) or other provisions of applicable law (including judicial decisions), or to
the extent that such a Waiver applies to a right, right to notice, claim, duty, defense, or
ground for discharge or other benefits otherwise existing or occurring as a matter of law
(including judicial decisions), except to the extent that such a Waiver is effective under
and is not prohibited by or void or invalid under the UCC or other provisions of applicable
law (including judicial decisions), (b) any provision of any Loan Documents related to
Waiver of any rights to forum selection or submission to jurisdiction (including, without
limitation, any Waiver of any objection to venue in any court or of any objection that a
court is an inconvenient forum ) and provisions restricting access to courts or to legal or
equitable remedies or purporting to contractually submit the Company and the other Loan
Parties to the jurisdiction, venue and personal jurisdiction of particular courts and
advance consent to the manner of service of process, or (c) any provision of the Loan
Documents that (i) provides that decisions by a party are conclusive; (ii) expressly or by
implication waives unknown rights, defenses granted by law or claims that have not matured,
where such Waivers are against public policy or prohibited by laws; (iii) allows or
authorizes the delay or omission of enforcement of any remedy or right; (iv) waives the
legal rights of any party in advance; (v) severs unenforceable provisions from the Loan
Documents, to the extent that enforcement of remaining provisions would frustrate the
fundamental intent of the parties to the Loan Documents, and (vi) provides for interest
recapture under Section 22.3(d) of the Note Purchase Agreement;




     (iii) the enforceability of any provision in the Loan Documents specifying that
provisions thereof may be waived only in writing, to the extent that an oral agreement or an
implied agreement by trade practice or course of conduct has been created that modifies any
provision of such Loan Documents;




     (iv) the enforceability of any provision of the Loan Documents that purports to give
any person or entity the power to accelerate obligations without any notice to the Company;
the effect of any law or any jurisdiction other than the State of Texas wherein



Exhibit 4.4(a)-4









 






any Purchaser or any other holders of Notes or any Loan Party may be located or wherein
enforcement of any Loan Documents may be sought that limits the rates of interest legally
chargeable or collectible; and




     (v) the enforceability of cumulative remedies to the extent such cumulative remedies
purport to or would have the effect of compensating the party entitled to the benefits
thereof in amounts in excess of the actual loss suffered by such party (other than the
Make-Whole Amount, as to which we opine in paragraph C.3 below).



     3. With regard to the provisions of the Note Purchase Agreement providing for payment of the
Make-Whole Amount in certain circumstances, this firm also advises you that, according to at least
one commentator, prepayment fees may be characterized as penalties and thus are not enforceable
under Texas law in certain circumstances, especially when triggered by an involuntary prepayment
(such as acceleration due on default). See Stark’s “Enforcing Prepayment Charges: Case Law and
Drafting Suggestions,” 22 Real Property, Probate and Trust Journal (1987); In re
Abramoff, 92 Bankruptcy Reporter 698 (W.D. Texas 1988) (distinguishing between a prepayment fee
in the case of a voluntary prepayment and one in the case of an involuntary prepayment, and
characterizing the latter as interest). But, see Parker Plaza West Partners v. Union Pension
and Insurance Company, 941 F.2d 349 (5th Cir. 1991), wherein the Fifth Circuit of the United
States Court of Appeals held that a prepayment fee triggered by an involuntary prepayment is
enforceable under Texas law. See also, Meisler v. Republic of Texas Savings Association,
758 S.W.2d 878 (Tex. App.—Houston [14th Dist.] 1988, no writ), which upheld a prepayment fee under
Texas law in the context of a due-on-sale clause. This firm, therefore, concludes that, subject to
the foregoing, the Make-Whole Amount is enforceable under Texas law; as discussed below under
Paragraph C.9, according to the Abramoff decision, the Make-Whole Amount might possibly be
characterized as interest in the context of an involuntary prepayment.



     4. In expressing this firm’s opinions in Paragraph B.4, this firm has assumed without
independent investigation that each of the Guarantors is duly organized, validly existing and in
good standing under the laws of the jurisdiction in which each is organized, that each such
Guarantor has the power to enter into and perform the Loan Documents to which it is a party, that
such Loan Documents have been duly authorized, executed and delivered by each such Guarantor, that
neither the execution, delivery nor performance of their respective obligations thereunder will
conflict with or violate any laws, rules or regulations (other than the laws, rules and regulations
of the State of Texas and of the United States and the Delaware General Corporation Law and the
Delaware Revised Limited Partnership Act) applicable to them.



     5. The opinion expressed in Paragraph B.7 is based on the assumed veracity of the
representations and warranties of the Purchasers contained in Article VI of the Note Purchase
Agreement. The opinion expressed in Paragraph B.8 is based on the assumption that the proceeds of
the Notes contemplated by the Note Purchase Agreement are used solely in the manner prescribed in
the Note Purchase Agreement.



     6. To the extent that the obligations of the Company and the other Loan Parties may be
dependent upon such matters, this firm has assumed for purposes of this opinion, without



Exhibit 4.4(a)-5









 




independent investigation, that each of the Purchasers is duly organized, validly existing and in
good standing under the laws of the jurisdiction in which it is organized, that the Note Purchase
Agreement has been duly authorized, executed and delivered by and is enforceable against each of
the Purchasers in accordance with its terms, and that each of the Purchasers has the requisite
power and authority to perform its obligations under the Note Purchase Agreement. This firm
expresses no opinion as to the compliance by each of the Purchasers with any state or federal laws
or regulations applicable to the transactions contemplated by the Loan Documents because of the
nature of its business or facts relating specifically to them, or as to the effect of any such
noncompliance on the opinions set forth above, and this firm has assumed that each of the
Purchasers has obtained and maintains all consents, approvals, and has taken all action that might
be required by reason of their involvement in this transaction based upon its legal or regulatory
status or other factors relating specifically to the Purchasers.




     7. The qualification of any opinion or statement herein by the use of the words “to this
firm’s knowledge” means that during the course of representation, as described in this opinion, no
information has come to the attention of the attorneys in this firm engaged to represent the
Company and any of the other Loan Parties professionally which would give such attorneys current
actual knowledge of the existence of the facts so qualified. Except as set forth herein, this firm
has not undertaken any investigation to determine the existence of such facts, and no inference as
to our knowledge thereof shall be drawn from the fact of our representation of any party or
otherwise.



     8. With respect to the opinion expressed in Section B.10, we have relied upon Texas Business
and Commerce Code §35.51, which was adopted effective September 1, 1993, and which provides in
pertinent part, that:




if the parties to a qualified transaction agree in writing that the
law of a particular jurisdiction governs an issue relating to the
transaction, including the validity or enforceability of an
agreement relating to the transaction or a provision of the
agreement, and the transaction bears a reasonable relation to that
jurisdiction, the law, other than conflict of laws rules, of that
jurisdiction governs the issue regardless of whether the application
of that law is contrary to a fundamental or public policy of this
state or of any other jurisdiction.



     The statute defines a reasonable relation to exist if, among other things, “a party to the
transaction has its place of business . . . in that jurisdiction,” “a party to the transaction is
required to perform a substantial part of its obligations relating to the transaction, such as
delivering payments, in that jurisdiction,” “a substantial part of the negotiations relating to
the transaction,” and “the signing of an agreement relating to the transaction by a party to the
transaction, occurred in that jurisdiction,” or “all or part of the subject matter of the
transaction is located in that jurisdiction.”



     Based upon our understanding of the facts of the transaction that is the subject of the Loan
Documents, particularly (i) the payment by the Purchasers of at least $34,500,000 of the



Exhibit 4.4(a)-6









 




purchase price for the aggregate of the Notes pursuant to the Note Purchase Agreement is to
originate from the State of New York; and (ii) payments of at least $34,500,000 in principal amount
of the Notes are required to be made in the State of New York, at least one of the required
enumerated circumstances constituting a statutorily defined “reasonable relation” exists between
this transaction and the State of New York. We are aware of no reported decision of a Texas court
construing the validity of or interpreting this statute and inform you that prior to the date of
its adoption the contractual choice-of-law rules in Texas in this type of transaction were
unsettled. See Woods-Tucker Leasing Corp. of Georgia v. Hutcheson-Ingram Development
Company, 642 F.2d 744 (5th Cir. 1981), and the Texas state cases cited therein; DeSantis v.
Wackenhut Corp., 793 S.W.2d 670 (Tex. 1990). See also, Chase Manhattan Bank v. Greenbrier
North Section II, 835 S.W.2d 720 (Tex. App.-Houston [1st] 1992). For purposes of the opinion
expressed in B.10, we have assumed that all of the terms and provisions of the Loan Documents are
valid, binding and enforceable under the laws of the chosen jurisdiction, the State of New York.
This firm has made no investigation to determine whether the courts of the State of New York would
accept the reference to the laws of the State of New York, or would, under its choice of law
doctrines, apply the law of another jurisdiction.




     9. In rendering the opinions expressed in Paragraphs B.3, 4, 5 and 11, these opinions, insofar
as they involve the issue of usury, are expressly limited (i) to an analysis of whether the Loan
Documents, as written, will be subject to a defense, claim or setoff as a result of the Purchasers’
contracting for a usurious rate of interest and (ii) to the issues relating to the contracting for,
as opposed to the charging or receiving of, usurious amounts of interest. To the extent that the
enforceability of Loan Documents may be adversely affected by the usury laws of the State of Texas,
and to the extent that the transactions contemplated by the Loan Documents may otherwise involve an
analysis of compliance with such laws, in rendering the opinions in Paragraphs B.3, 4, 5 and 11,
this firm assumes (i) that the Purchasers and each other holder of Notes, if any, duly observes the
provisions of the Note Purchase Agreement limiting the interest contracted for or to be charged or
collected by the Purchasers and any other holder of Notes on or in connection with the loan
evidenced by the Notes to amounts that do not exceed the maximum rate or amount of interest that
may lawfully be contracted for, charged or collected thereon or in connection therewith under
applicable law, (ii) that there exist no agreements or documents that provide for the payment to
the Purchasers and other holders of Notes, if any, of amounts deemed to be interest under
applicable law except as specifically provided in the Loan Documents, (iii) that the Company has
unrestricted use of the purchase price of the Notes, and (iv) that any acceleration of the maturity
of the Notes will not include the right to accelerate any amounts deemed interest under applicable
law that has not otherwise accrued on the date of such acceleration. In the bankruptcy case of
In re Abramoff, 92 Bankruptcy Reporter 698 (W.D. Texas 1988), the Bankruptcy Court, at
subsection C of its opinion (pages 704-705), distinguished between a prepayment fee in the case of
a voluntary prepayment and one in the case of an involuntary prepayment (e.g. acceleration due to
default); and, in this firm’s opinion, the court characterized the prepayment fee as interest.
Therefore, this firm advises you that, although according to the Abramoff decision, the
Make-Whole Amount might possibly be characterized as interest in the context of an involuntary
prepayment, if the Purchasers and the other holders of Notes, if any, comply with the usury
“savings clause” in the Note Purchase Agreement, such characterization would not cause the Notes to
be usurious, if Texas law was deemed to be applicable to the Notes.



Exhibit 4.4(a)-7









 





     Further, in rendering the opinions in Paragraphs B.3, 4, 5 and 11, this firm has relied upon
the reported decisions of several lower Texas courts to the effect that a contract requiring the
payment of interest on matured, unpaid installments of interest is not usurious. The status of
judicial interpretations of Texas usury laws is not yet settled in this regard; therefore, no
absolute opinion can be rendered. In the event that any of the Purchasers or any one or more of
the holders of Notes actually demand, charge or collect any amounts in excess of those permitted by
any applicable usury laws of the State of Texas, this firm expresses no opinion as to the
effectiveness or enforceability of any provision of the Loan Documents that purports to permit the
cure of such violation by the rescission of such demand or charge, the refund of excess amounts
collected, or otherwise.



     10. The opinions expressed in paragraphs 1 and 2 of Paragraph B with respect to existence,
qualification and good standing are expressed as of the date on which applicable certificates were
issued by authorities of the jurisdiction covered, and have assumed that the certificates so issued
evidence, as the case may be, the valid existence, due qualification and good standing of the
entity covered thereby.



     11. The opinions expressed herein are specifically limited to the laws of the State of Texas
and federal law of the United States of America. We note that the Loan Documents have selected
laws of the State of New York to govern this transaction. We express no opinion regarding the laws
of the State of New York. In expressing this firm’s opinion in Paragraphs B.3 and B.4 as to the
validity, binding effect and enforceability of the Loan Documents governed by the laws of the State
of New York, this firm has assumed that the internal laws of the State of New York do not differ
from the internal laws of the State of Texas.



     12. In expressing this firm’s opinion in Paragraph B.6, such opinion relating to Governmental
Authorities is expressly limited to Governmental Authorities of the State of Texas and the United
States of America.



     13. In this firm’s examinations described in Paragraph A, we have assumed the legal capacity
of all natural persons executing the Loan Documents, the authenticity of original and certified
documents and the genuineness of all signatures thereon, and the conformity to original or
certified documents of all documents submitted to us as conformed or reproduction copies. As to
various questions of fact relevant to the opinions expressed herein, this firm has relied upon, and
assumed the accuracy of, representations and warranties contained in the Loan Documents and
certificates and written statements and other written information of or from public officials and
representatives of the Company and the other Loan Parties. In addition, this firm’s opinions are
limited to a review of only those laws and regulations that are specifically referred to herein and
such other laws and regulations that, in our experience, are normally applicable to transactions of
the type contemplated by the Loan Documents.



     14. Although this firm has acted as counsel to the Company and the other Loan Parties in
connection with certain other matters, this firm’s engagement is limited to certain matters about
which this firm has been consulted, and, consequently, there may exist matters



Exhibit 4.4(a)-8









 




involving the Company and other Loan Parties about which this firm has not been consulted and for
which the firm has not been engaged to represent them.




     15. Certain of the opinions set forth in Paragraph B are based upon factual matters not
independently verified by this firm and, to that extent, this firm has relied solely upon certain
of the representations and warranties contained in the Loan Documents and upon certain of the
statements contained in certificates of public officials and officers of the Company referred to in
Paragraph A.



     16. This opinion is rendered based on this firm’s interpretation of existing Texas and federal
law, and is not intended to speak with reference to standards hereinafter adopted or evolved in
subsequent judicial decisions by Texas courts or by federal courts. Additionally, we assume no
obligation to update or supplement such opinions to reflect any facts or circumstances that may
hereafter come to our attention or any changes in law that may hereafter occur.



     The opinions set forth herein are expressed solely for the benefit of the Purchasers and all
future holders of Notes (if any), and no other party shall be entitled to rely hereon without the
express written consent of this firm; provided, however, we have no objection to the reliance
thereon by Bingham McCutchen LLP, your special counsel, in connection with the opinion to be
rendered by such firm to you on this date pursuant to Section 4.4(c) of the Note Purchase
Agreement.



	 	 	 	 	 
	 	Respectively submitted,



JENKENS & GILCHRIST,

A Professional Corporation

 	 
	 	By:  	 	 
	 	 	Robert P. Nash, 	 
	 	 	Authorized Signatory 	 
	 




Exhibit 4.4(a)-9









 





Annex 1




Purchasers




Fort Dearborn Life Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Minnesota Life Insurance Company

400 Robert Street North

St. Paul, MN 55101




Cincinnati Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Farm Bureau Life Insurance Company of Michigan

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Blue Cross and Blue Shield of Florida, Inc.

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Great Western Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Fidelity Life Association

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




American Republic Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Trustmark Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Exhibit 4.4(a)-10









 





Security National Life Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Midland National Life Insurance Company

c/o Guggenheim Partners

227 West Monroe Street, 48th Floor

Chicago, IL 60606




North American Company for Life and Health Insurance

c/o Guggenheim Partners

227 West Monroe Street, 48th Floor

Chicago, IL 60606




CUNA Mutual Life Insurance Company

c/o CUNA Mutual Insurance Society

5910 Mineral Point Road

Madison, WI 53705-4456




CUNA Mutual Insurance Society

c/o CUNA Mutual Insurance Society

5910 Mineral Point Road

Madison, WI 53705-4456




CUMIS Insurance Society

c/o CUNA Mutual Insurance Society

5910 Mineral Point Road

Madison, WI 53705-4456




MEMBERS Life Insurance Company

c/o CUNA Mutual Insurance Society

5910 Mineral Point Road

Madison, WI 53705-4456




Phoenix Life Insurance Company

c/o Phoenix Investment Partners

56 Prospect Street

Hartford, CT 06115




Ohio National Life Assurance Corporation

One Financial Way

Cincinnati, OH 45242




The Ohio National Life Insurance Company

One Financial Way

Cincinnati, OH 45242




Exhibit 4.4(a)-11









 





Primerica Life Insurance Company

c/o Conning Asset Management Company

One Financial Plaza 13th Floor

Hartford, CT 06103-2627




American Health and Life Insurance Company

c/o Conning Asset Management Company

One Financial Plaza 13th Floor

Hartford, CT 06103-2627




National Benefit Life Insurance Company

c/o Conning Asset Management Company

One Financial Plaza 13th Floor

Hartford, CT 06103-2627





Exhibit 4.4(a)-12









 





Annex 2




Cash America, Inc., a Delaware corporation

Cash America Advance, Inc., a Delaware corporation

Cash America, Inc. of Tennessee, a Tennessee corporation

Cash America, Inc. of Oklahoma, an Oklahoma corporation

Cash America, Inc. of Kentucky, a Kentucky corporation

Cash America, Inc. of South Carolina, a South Carolina corporation

Florida Cash America, Inc., a Florida corporation

Georgia Cash America, Inc., a Georgia corporation

Cash America, Inc. of North Carolina, a North Carolina corporation

Cash America Pawn, Inc. of Ohio, an Ohio corporation

Cash America, Inc. of Louisiana, a Delaware corporation

Cash America, Inc. of Nevada, a Nevada corporation

Cash America Pawn L.P., a Delaware limited partnership

Cash America Management L.P., a Delaware limited partnership

Cash America Holding, Inc., a Delaware corporation

Express Cash International Corporation, a Delaware corporation

Cash America, Inc. of Alabama, an Alabama corporation

Cash America, Inc. of Colorado, a Colorado corporation

Cash America, Inc. of Indiana, an Indiana corporation

Cash America of Missouri, Inc., a Missouri corporation

Vincent’s Jewelers and Loan, Inc., a Missouri corporation

Mr. Payroll corporation, a Delaware corporation

Cash America, Inc. of Utah, a Utah corporation

Cash America Franchising, Inc., a Delaware corporation

Cash America Financial Services, Inc., a Delaware corporation

Cash America, Inc. of Illinois, an Illinois corporation

Uptown City Pawners, Inc., an Illinois corporation

Doc Holliday’s Pawnbrokers & Jewelers, Inc., a Delaware corporation

Longhorn Pawn & Gun, Inc., a Texas corporation

Bronco Pawn & Gun, Inc., an Oklahoma corporation

Gamecock Pawn & Gun, Inc., a South Carolina corporation

Hornet Pawn & Gun, Inc., a North Carolina corporation

RATI Holding, Inc. (F/K/A Rent-A-Tire, Inc.), a Texas corporation

Tiger Pawn & Gun, Inc., a Tennessee corporation

Cash America, Inc. of Alaska, an Alaska corporation

Cash America, Inc. of Louisiana, a Delaware corporation

Cash America, Inc. of Virginia, a Virginia corporation

Cash America Net Holdings, LLC, a Delaware limited liability company

Cash America Net of Alabama, LLC, a Delaware limited liability company

Cash America Net of Alaska, LLC, a Delaware limited liability company

Cash America Net of Arizona, LLC, a Delaware limited liability company

Cash America Net of California, LLC, a Delaware limited liability company

Cash America Net of Colorado, LLC, a Delaware limited liability company




Exhibit 4.4(a)-13









 





Cash America Net of Delaware, LLC, a Delaware limited liability company

Cash America Net of Florida, LLC, a Delaware limited liability company

Cash America Net of Hawaii, LLC, a Delaware limited liability company

Cash America Net of Idaho, LLC, a Delaware limited liability company

Cash America Net of Illinois, LLC, a Delaware limited liability company

Cash America Net of Indiana, LLC, a Delaware limited liability company

Cash America Net of Iowa, LLC, a Delaware limited liability company

Cash America Net of Kansas, LLC, a Delaware limited liability company

Cash America Net of Louisiana, LLC, a Delaware limited liability company

Cash America Net of Michigan, LLC, a Delaware limited liability company

Cash America Net of Minnesota, LLC, a Delaware limited liability company

Cash America Net of Missouri, LLC, a Delaware limited liability company

Cash America Net of Montana, LLC, a Delaware limited liability company

Cash America Net of Nebraska, LLC, a Delaware limited liability company

Cash America Net of Nevada, LLC, a Delaware limited liability company

Cash America Net of New Hampshire, LLC, a Delaware limited liability company

Cash America Net of New Mexico, LLC, a Delaware limited liability company

Cash America Net of North Dakota, LLC, a Delaware limited liability company

Cash America Net of Ohio, LLC, a Delaware limited liability company

Cash America Net of Oklahoma, LLC, a Delaware limited liability company

Cash America Net of Oregon, LLC, a Delaware limited liability company

Cash America Net of PA, LLC, a Delaware limited liability company

Cash America Net of Pennsylvania, LLC, a Delaware limited liability company

Cash America Net of Rhode Island, LLC, a Delaware limited liability company

Cash America Net of South Dakota, LLC, a Delaware limited liability company

Cash America Net of Texas, LLC, a Delaware limited liability company

Cash America Net of Utah, LLC, a Delaware limited liability company

Cash America Net of Virginia, LLC, a Delaware limited liability company

Cash America Net of Washington, LLC, a Delaware limited liability company

Cash America Net of Wisconsin, LLC, a Delaware limited liability company

Cash America Net of Wyoming, LLC, a Delaware limited liability company

Cashland Financial Services, Inc., a Delaware corporation

CashNetUSA CO, LLC, a Delaware limited liability company

CashNetUSA OR, LLC, a Delaware limited liability company

The Check Giant NM, LLC, a Delaware limited liability company




Exhibit 4.4(a)-14









 





Annex 3




[Jurisdictions in which the Company is qualified as a foreign corporation]





Exhibit 4.4(a)-15









 








EXHIBIT 4.4(b)




[OPINION OF GENERAL COUNSEL FOR THE LOAN PARTIES]




December 19, 2006




To each of the Persons listed on

      Annex 1 hereto




Ladies and Gentlemen:



I am General Counsel of Cash America International, Inc. (the “Company”) and, in such capacity, I
have represented the Company in connection with (i) the preparation of the Note Purchase Agreement
dated as of December 19, 2006 (the “Note Purchase Agreement”) among the Company and each of the
purchasers listed on Schedule A attached thereto (collectively, the “Purchasers”) and (ii) the
Company’s sale to the Purchasers on this date, pursuant to the terms of the Note Purchase
Agreement, of $35,000,000 aggregate principal amount of the Company’s 6.09% Series A Senior Notes
due December 19, 2016 and $25,000,000 aggregate principal amount of the Company’s 6.21% Series B
Senior Notes due December 19, 2021. I have also acted as counsel to the “Guarantors” (as defined
in the Note Purchase Agreement and, together with the Company, the “Loan Parties”) in connection
with the preparation of the Joint and Several Guaranty (the “Guaranty”) and the Subrogation and
Contribution Agreement (the “Subrogation and Contribution Agreement”), each dated as of December
19, 2006, executed and delivered by the Guarantors pursuant to Section 4.11 of the Note Purchase
Agreement. This opinion is being delivered to the Purchasers pursuant to Section 4.4(b) of the
Note Purchase Agreement.



As used herein, (a) “Corporate Guarantor” means each Guarantor which is a corporation, (b)
“Partnership Guarantor” means each Guarantor which is a partnership and (c) “LLC Guarantor” means
each Guarantor which is a limited liability company. Unless otherwise defined herein, all
capitalized terms used herein that are defined in the Note Purchase Agreement shall have the
respective meanings assigned to them in the Note Purchase Agreement.



I have examined the following documents:





	 	a)	 	executed counterparts of the Note Purchase Agreement, the Guaranty and the Subrogation
and Contribution Agreement;
	 
	 	b)	 	the Company’s Series A Senior Notes, dated the date hereof, in the aggregate principal
amount of $35,000,000 and in the form of Exhibit 1A attached to the Note Purchase Agreement
(the “Series A Notes”) and the Company’s Series B Senior Notes, dated the date hereof, in
the aggregate principal amount of $25,000,000 and in the form of Exhibit 1B attached to the
Note Purchase Agreement (the “Series B Notes” and, together with the Series A Notes,
collectively, the “Notes”) (the Notes, the Note Purchase Agreement,




Exhibit 4.4(b)-1









 






	 	 	 	the Guaranty and the Subrogation and Contribution Agreement are referred to herein
collectively as the “Loan Documents”);
	 
	 	c)	 	copies of certain resolutions of the respective boards of directors of the Corporate
Guarantors;
	 
	 	d)	 	copies of certain resolutions of the board of directors of the general partner of the
Partnership Guarantors;
	 
	 	e)	 	copies of certain resolutions of the members of the LLC Guarantors;
	 
	 	f)	 	copies of the respective charters and bylaws of the Corporate Guarantors;
	 
	 	g)	 	copies of the respective partnership agreements of the Partnership Guarantors;
	 
	 	h)	 	copies of the respective limited liability company agreements of the LLC Guarantors;
and
	 
	 	i)	 	the originals or copies of such other certificates, instruments, documents and records
of the Loan Parties, certificates of public officials and certificates of officers of the
Loan Parties) as I have deemed necessary as a basis for the opinions hereinafter expressed.




For purposes of this opinion, I have, with your approval and without independent investigation,
assumed (i) the due authorization, execution and delivery of the Note Purchase Agreement by the
Purchasers, (ii) the genuineness of the signatures appearing on all documents examined by me, (iii)
the authenticity of all documents submitted to me as originals and (iv) the conformity to authentic
original documents of all documents submitted to me as certified, conformed, or copies in
photostatic or pdf format.



Certain of the opinions set forth below are based upon factual matters not independently
established or verified by me and, to that extent, I have relied solely upon certain of the
representations and warranties contained in the Loan Documents and upon certain of the statements
contained in the certificates of public officials and of officers of the Company and the Corporate
Guarantors referred to above.



Based upon the foregoing and subject to the qualifications, limitations and assumptions set out at
the end of this letter, I am of the opinion that:





	 	1.	 	Each Corporate Guarantor (a) is a corporation duly incorporated, validly existing and
in good standing under the laws of its state of incorporation and (b) has the corporate
power and authority to (i) execute, deliver and perform its obligations under the Guaranty
and the Subrogation and Contribution Agreement, (ii) own and hold under lease the
properties that it purports to own or hold under lease (as described in the annual report
of the Company on Form 10-K for the fiscal year ended December 31, 2005 (the “10-K
Report”)) and (iii) transact the business described with respect to it in the 10-K
Report.
	 
	 	2.	 	Each Loan Party is duly qualified as a foreign Person and is in good standing in each
jurisdiction wherein the character of the properties owned or held under lease by it or the
nature of the business transacted by it requires such qualification, except where the




Exhibit 4.4(b)-2









 






	 	 	 	failure to be so qualified or in good standing could not reasonably be expected to have a
Material Adverse Effect.
	 
	 	3.	 	The Guaranty and the Subrogation and Contribution Agreement have been duly authorized,
executed and delivered by each Guarantor and constitute the legal, valid and binding
obligations of such Guarantor, enforceable against such Guarantor in accordance with their
respective terms.
	 
	 	4.	 	Neither the execution nor delivery of any Loan Document by any Loan Party nor the
compliance by such Loan Party with the terms and provisions of the Loan Documents to which
it is a party will (i) violate any provision of the charter or bylaws or the partnership
agreement or limited liability company agreement, as the case may be, of such Loan Party,
(ii) contravene any statutory or regulatory legal requirement to which such Loan Party is
subject or (iii) result in any breach of, or result in the creation of any Lien in respect
of any property of, such Loan Party pursuant to any contract or agreement to which such
Loan Party is a party or by which it or any of its properties is bound or under or pursuant
to which it owns, maintains or operates any of its properties or conducts business.
	 
	 	5.	 	Other than the consent of lenders under the Existing Bank Loan Agreement, which consent
has been received, no consent, approval, authorization or order of any Governmental
Authority or, to my knowledge, any other Person is required in connection with the
execution, delivery and performance by any Loan Party of the Loan Documents to which it is
a party.
	 
	 	6.	 	All of the outstanding capital stock of each corporate Guarantor, outstanding
partnership interests of each Guarantor that is a partnership and outstanding membership
interests of each Guarantor that is a limited liability company has been validly issued, is
fully paid and nonassessable and, except for (a) directors’ qualifying shares or
partnership or limited liability company interests (if any) and (b) 9.9% of the issued and
outstanding capital stock of RATI Holding, Inc., all such capital stock, partnership
interests and limited liability company interests are owned by the Company, free and clear
of any Lien.
	 
	 	7.	 	There are no actions, suits or proceedings pending, or to my knowledge after due
inquiry, threatened against the Company or any Guarantor in any court or before any
arbitrator of any kind or before or by any Governmental Authority which, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect.






The opinions expressed above are subject to the following qualifications, limitations and
assumptions:




	 	a)	 	The enforceability opinion expressed in paragraph 3 above is subject to the effects of
(i) bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance,
fraudulent transfer or other similar laws affecting the enforcement of creditors’ rights
generally, (ii) the application of the principles of equity (regardless of whether
enforcement is considered in proceedings at law or in equity) and (iii) applicable




Exhibit 4.4(b)-3









 






	 	 	 	laws and court decisions that may limit the enforceability of certain remedial and other
provisions of the Guaranty and the Subrogation and Contribution Agreement, but such laws and
decisions should not, in my opinion, materially diminish the ultimate practical realization
of the principal legal benefits intended to be provided thereby, except for the economic
consequences of any delay which may result therefrom.
	 
	 	b)	 	I am not licensed to practice law in any jurisdiction other than the State of Texas and
do not purport to be an expert with respect to any laws other than (i) the laws of the
State of Texas, (ii) the Texas Pawnshop Act and all other foreign, federal or state laws
(statutory, administrative, judicial or otherwise) relating to pawnshops and activities
incidental thereto in the jurisdictions in which the Loan Parties conduct business that are
applicable to the businesses of the respective Loan Parties, (iii) the General Corporation
Law of the State of Delaware, (iv) the Delaware Revised Limited Partnership Act and (v) the
laws of the United States of America applicable to the businesses of the respective Loan
Parties (collectively, the “Primary Laws”). To the extent that the opinions contained
herein cover the laws other than the Primary Laws (the “Secondary Laws”), you are advised
that my familiarity with the Secondary Laws is limited because I am not licensed to
practice, and do not practice, law in jurisdictions in respect of which the Secondary Laws
are applicable and I do not purport to be an expert with respect to the Secondary Laws.
Accordingly, my opinions with respect to the Secondary Laws are necessarily more limited
than a typical legal opinion as to such matters and my opinions with respect thereto should
be viewed as conclusions derived by me based solely on my limited familiarity with the
Secondary Laws by reason of my capacity as General Counsel of the Company, which owns the
Corporate Guarantors, and general principles of corporate or partnership law. I am not a
member of the State Bar of Delaware, and my knowledge of its corporation and partnership
law is derived solely from a reading of the General Corporation Law of Delaware and the
Delaware Revised Limited Partnership Act.
	 
	 	c)	 	I note that the Guaranty and the Subrogation and Contribution Agreement provide that
they are to be governed by and construed in accordance with the internal laws of the State
of New York. I express no opinion regarding the laws of the State of New York. In
expressing my opinion in paragraph 3 as to the validity, binding effect and enforceability
of the Guaranty and the Subrogation and Contribution Agreement, I have assumed that the
Guaranty and the Subrogation and Contribution Agreement provide that they are to be
governed by and construed in accordance with the internal laws of the State of Texas rather
than the internal laws of the State of New York.
	 
	 	d)	 	The provisions of the Guaranty and the Subrogation and Contribution Agreement which
permit the Purchasers or any other holders of Notes to take action or make determinations,
or to benefit from indemnities and similar undertakings of the Loan Parties, may be subject
to a requirement that such action be taken or such determination be made, and that any
action or inaction by the Purchasers or such holders that may give rise to a request for
payment under such undertaking be taken or not taken, on a reasonable basis and in good
faith.




Exhibit 4.4(b)-4









 






	 	e)	 	To the extent that the obligations of the Guarantors under the Guaranty and the
Subrogation and Contribution Agreement may be dependent upon such matters, I have assumed
for purposes of this opinion, without independent investigation, that each of the
Purchasers is duly organized, validly existing and in good standing under the laws of the
jurisdiction in which it is organized, that the Note Purchase Agreement has been duly
authorized, executed and delivered by the Purchasers and is enforceable against the
Purchasers in accordance with its terms, and that each of the Purchasers has the requisite
power and authority to perform its obligations under the Note Purchase Agreement. I
express no opinion as to the compliance by the Purchasers with any state or federal laws or
regulations applicable to the transactions contemplated by the Guaranty and the Subrogation
and Contribution Agreement because of the nature of its business or facts relating
specifically to the Purchasers or as to the effect of any such noncompliance on the
opinions set forth above, and I have assumed that each of the Purchasers has obtained and
maintains all consents and approvals, and has taken all action that might be required by
reason of its involvement in this transaction based upon its legal or regulatory status or
other factors relating specifically to it.
	 
	 	f)	 	The opinions expressed in paragraphs 1 and 2 with respect to existence, due
qualification and good standing of certain of the Corporate Guarantors is expressed as of
the date on which applicable certificates were issued by authorities of the jurisdictions
covered, and I have assumed that the certificates so issued evidence, as the case may be,
the valid existence, due qualification and good standing of the entities covered thereby.
	 
	 	g)	 	This opinion is rendered based upon existing Primary and Secondary Laws, and it is not
intended to speak with reference to standards hereinafter adopted or evolved in subsequent
judicial decisions. Additionally, I assume no obligation to update or supplement this
opinion to reflect any facts or circumstances that may hereafter come to my attention or
any changes in law that may hereafter occur.
	 
	 	h)	 	Insofar as the enforceability opinion in paragraph 3 may be affected by such matters, I
express no opinion as to the validity, binding effect or enforceability of any provision of
the Note Purchase Agreement.
	 
	 	i)	 	I express no opinion herein with respect to the enforceability of any indemnity
provisions to the extent such provisions are determined to be contrary to public policy, as
interpreted by the courts of the State of Texas and the courts of the United States.
	 
	 	j)	 	Without my prior written consent, this opinion may not be relied upon in any manner by
any Person except the Purchasers and all future holders of Notes, if any.





Very truly yours,




J. Curtis Linscott, General Counsel




Exhibit 4.4(b)-5









 





Annex 1




Purchasers




Fort Dearborn Life Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Minnesota Life Insurance Company

400 Robert Street North

St. Paul, MN 55101




Cincinnati Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Farm Bureau Life Insurance Company of Michigan

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Blue Cross and Blue Shield of Florida, Inc.

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Great Western Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Fidelity Life Association

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




American Republic Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Trustmark Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Exhibit 4.4(b)-6









 





Security National Life Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Midland National Life Insurance Company

c/o Guggenheim Partners

227 West Monroe Street, 48th Floor

Chicago, IL 60606




North American Company for Life and Health Insurance

c/o Guggenheim Partners

227 West Monroe Street, 48th Floor

Chicago, IL 60606




CUNA Mutual Life Insurance Company

c/o CUNA Mutual Insurance Society

5910 Mineral Point Road

Madison, WI 53705-4456




CUNA Mutual Insurance Society

c/o CUNA Mutual Insurance Society

5910 Mineral Point Road

Madison, WI 53705-4456




CUMIS Insurance Society

c/o CUNA Mutual Insurance Society

5910 Mineral Point Road

Madison, WI 53705-4456




MEMBERS Life Insurance Company

c/o CUNA Mutual Insurance Society

5910 Mineral Point Road

Madison, WI 53705-4456




Phoenix Life Insurance Company

c/o Phoenix Investment Partners

56 Prospect Street

Hartford, CT 06115




Ohio National Life Assurance Corporation

One Financial Way

Cincinnati, OH 45242




The Ohio National Life Insurance Company

One Financial Way

Cincinnati, OH 45242




Exhibit 4.4(b)-7









 





Primerica Life Insurance Company

c/o Conning Asset Management Company

One Financial Plaza 13th Floor

Hartford, CT 06103-2627




American Health and Life Insurance Company

c/o Conning Asset Management Company

One Financial Plaza 13th Floor

Hartford, CT 06103-2627




National Benefit Life Insurance Company

c/o Conning Asset Management Company

One Financial Plaza 13th Floor

Hartford, CT 06103-2627





Exhibit 4.4(b)-8









 





EXHIBIT 4.4(c)




[OPINION OF SPECIAL COUNSEL FOR THE PURCHASERS]




December 19, 2006




To the Purchasers set forth

on Annex 1 attached hereto




Re: Cash America International, Inc.



Ladies and Gentlemen:




     We have acted as special counsel for each of the Purchasers named on Annex 1 attached hereto
(the “Purchasers”) in connection with that certain Note Purchase Agreement, dated as of December
19, 2006 (the “Note Purchase Agreement”), by and among Cash America International, Inc., a Texas
corporation (the “Company”) and the Purchasers. The Note Purchase Agreement provides, among other
things, for the issuance and sale by the Company, and the purchase by the Purchasers, of (a) an
aggregate principal amount of $35,000,000 of the Company’s 6.09% Series A Senior Notes due December
19, 2016 (the “Series A Notes”) and (b) an aggregate principal amount of $25,000,000 of the
Company’s 6.21% Series B Senior Notes due December 19, 2021 (the “Series B Notes” and, together
with the Series A Notes, collectively, the “Notes”).



     Capitalized terms used herein, and not defined herein, have the respective meanings ascribed
to them pursuant to the terms of the Note Purchase Agreement.



     This opinion is delivered to you pursuant to Section 4.4(c) of the Note Purchase Agreement.
Our representation of the Purchasers has been as special counsel for the purposes stated above.



     As to all matters of fact (including factual conclusions and characterizations and
descriptions of purpose, intention or other state of mind), we have relied, with your permission,
entirely upon:




     (1) the representations and warranties of the Company and the Purchasers set forth in
the Note Purchase Agreement, and the other documents listed below;




     (2) certificates of public officials and of certain officers of the Company delivered
in connection with the Closing and the Offeree Letter (defined below);


and have assumed, without independent inquiry, the accuracy of those representations, warranties,
certificates and Offeree Letter.




Exhibit 4.4(c)-1









 








     In connection with this opinion, we have examined originals or copies of the following
documents:




     (a) the Note Purchase Agreement;




     (b) the Notes, each dated the date hereof, in the forms of Exhibit 1A and Exhibit 1B,
as the case may be, to the Note Purchase Agreement and registered in the names and in the
respective principal amounts and with the respective registration numbers as set forth on
Schedule A to the Note Purchase Agreement;




     (c) that certain Joint and Several Guaranty, in the form of Exhibit 2 to the Note
Purchase Agreement, dated the date hereof (the “Guaranty”), issued by certain Subsidiaries
of the Company listed on the signature pages thereto (the “Guarantors”);




     (d) that certain Subrogation and Contribution Agreement, in the form of Exhibit 3 to
the Note Purchase Agreement, dated the date hereof (the “Subrogation and Contribution
Agreement”) among the Company and the Guarantors;




     (e) a certificate of an officer of the Company, dated the date hereof, certifying as to
the matters set forth therein;




     (f) a certificate of the Secretary of the Company, dated the date hereof, and annexing
thereto (among other documents) and certifying as accurate and complete:




     (i) the incumbency of officers of the Company;




     (ii) copies of corporate resolutions authorizing the Company’s participation in
the transactions contemplated by the Transaction Documents (as defined below);




     (iii) a copy of the Bylaws of the Company (the “Company Bylaws”); and




     (iv) a copy of the certificate of incorporation, including any amendments
thereto, of the Company, certified by the Secretary of State of Texas (together with
the Company Bylaws, collectively, the “Company Governing Documents”);




     (g) a letter addressed to Jenkens & Gilchrist, a Professional Corporation, and Bingham
McCutchen LLP from KeyBanc Capital Markets, a Division of McDonald Investments Inc.,
describing the manner of the offering of the Notes (the “Offeree Letter”);




     (h) a Cross Receipt evidencing receipt of funds by the Company and receipt of the Notes
by the Purchasers (the “Cross Receipt”);



Exhibit 4.4(c)-2









 






     (i) the opinion of Jenkens & Gilchrist, a Professional Corporation, special counsel to
the Company and the Guarantors, dated the date hereof and delivered to the Purchasers
pursuant to Section 4.4(a) of the Note Purchase Agreement; and




     (j) the opinion of J. Curtis Linscott, General Counsel to the Company and the
Guarantors, dated the date hereof and delivered to the Purchasers pursuant to Section 4.4(b)
of the Note Purchase Agreement.


The documents referenced in clause (a) through clause (d), inclusive, above are hereinafter
referred to collectively as the “Transaction Documents.”




     This opinion is based entirely on our review of the documents listed in the preceding
paragraph and we have made no other documentary review or investigation for purposes of this
opinion.



     Based on such investigation as we have deemed appropriate the opinions referred to in clause
(i) and clause (j) above are satisfactory in form and scope to us, and in our opinion you are
justified in relying thereon.



     We have assumed the genuineness of all signatures, the conformity to the originals of all
documents reviewed by us as copies, the authenticity and completeness of all original documents
reviewed by us in original or copy form, the legal competence of each individual executing any
document, and that the Company and each Guarantor, and each other Person executing such documents
(including, without limitation, the Transaction Documents) validly exists and is in good standing
under the laws of the jurisdiction in which it was organized, had and has the power and authority
to enter into and perform its obligations under the Transaction Documents under its governing
organizational documents, applicable enterprise legislation and other applicable law, and is
qualified to do business and is in good standing under the laws of each jurisdiction where such
qualification is required generally or necessary in order for such party to enforce its rights
under such documents. We have further assumed that such documents have been duly authorized,
executed and delivered by each Person executing such documents and, as to Persons other than the
Company and the Guarantors, are binding upon and enforceable against such Persons. In addition, we
have relied, to the extent we deem necessary and proper, on the Offeree Letter without independent
investigation.



     For purposes of this opinion, we have made such examination of law as we have deemed
necessary. Except to the extent addressed below in paragraph 5, this opinion is limited solely to
the internal substantive laws of the State of New York as applied by courts located in the State of
New York without regard to choice of law, and the federal laws of the United States of America
(except for federal and state tax, energy, utilities, national security or antitrust laws, as to
which we express no opinion), and we express no opinion as to the laws of any other jurisdiction.
Our opinion in paragraph 2 below is based solely on a review of the Company Governing Documents and
we have not made any analysis of the internal substantive law of the jurisdiction of organization
of the Company, including statutes, rules or regulations or any interpretations thereof by any
court, administrative body, or other government authority, and we express no opinion in paragraph 2
below as to the internal substantive law of the Company’s jurisdiction of organization. We note
that the Transaction Documents contain provisions stating that they are to



Exhibit 4.4(c)-3









 







be governed by the laws of the State of New York (each, a “Chosen-Law Provision”). Except to
the extent addressed below in paragraph 5, no opinion is given herein as to any Chosen-Law
Provision, or otherwise as to the choice of law or internal substantive rules of law that any court
or other tribunal may apply to the transactions contemplated by the Transaction Documents. Except
as set forth in paragraph 4 below, we express no opinions as to any securities or “blue sky” laws
of any jurisdiction.



     Our opinion is further subject to the following exceptions, qualifications and assumptions,
all of which we understand to be acceptable to you:




     (a) We have assumed without any independent investigation (i) that the execution,
delivery and performance by each of the parties thereto of the Transaction Documents do not
and will not conflict with, or result in a breach of, the terms, conditions or provisions
of, or result in a violation of, or constitute a default or require any consent (other than
such consents as have been duly obtained) under, any organizational document other than the
Company Governing Documents (including, without limitation, applicable corporate charter
documents and bylaws), any order, judgment, arbitration award or stipulation, or any
agreement, to which any of such parties is a party or is subject or by which any of the
properties or assets of any of such parties is bound, (ii) that the statements regarding
delivery and receipt of documents and funds referred to in the Cross Receipt between you and
the Company are true and correct, and (iii) that the Transaction Documents are a valid and
binding obligation of each party thereto to the extent that laws other than those of the
State of New York are relevant thereto (other than the laws of the United States of America,
but only to the limited extent the same may be applicable to the Company and relevant to our
opinions expressed below).




     (b) The enforcement of any obligations of any Person under any Transaction Document or
otherwise may be limited by bankruptcy, insolvency, reorganization, moratorium, marshaling
or other laws and rules of law affecting the enforcement generally of creditors’ rights and
remedies (including such as may deny giving effect to waivers of debtors’ or guarantors’
rights); and we express no opinion as to the status under any fraudulent conveyance laws or
fraudulent transfer laws of any of the obligations of any Person under the Transaction
Documents or otherwise.




     (c) We express no opinion as to the availability of any specific or equitable relief of
any kind.




     (d) The enforcement of any of the Purchasers’ rights may in all cases be subject to an
implied duty of good faith and fair dealing and to general principles of equity (regardless
of whether such enforceability is considered in a proceeding at law or in equity).




     (e) We express no opinion as to the enforceability of any particular provision of any
of the Transaction Documents relating to:



Exhibit 4.4(c)-4









 






     (i) waivers of rights to object to jurisdiction or venue, or consents to
jurisdiction or venue;




     (ii) waivers of rights to (or methods of) service of process, or rights to
trial by jury, or other rights or benefits bestowed by operation of law;




     (iii) waivers of any applicable defenses, setoffs, recoupments, or
counterclaims;




     (iv) exculpation or exoneration clauses, clauses relating to rights of
indemnity or contribution, and clauses relating to releases or waivers of unmatured
claims or rights;




     (v) waivers or variations of legal provisions or rights which are not capable
of waiver or variation under applicable law; or




     (vi) the imposition or collection of interest on overdue interest or providing
for a penalty rate of interest or late charges on overdue or defaulted obligations,
or the payment of any premium, liquidated damages, or other amount which may be held
by any court to be a “penalty” or a “forfeiture”.




     (f) We express no opinion as to the effect of suretyship defenses, or defenses in the
nature thereof, with respect to the obligations of any guarantor, joint obligor, surety,
accommodation party, or other secondary obligor.




     (g) Our opinion in paragraph 3 below is based solely on a review of generally
applicable laws of the State of New York and the United States of America and not on any
search with respect to, or review of, any orders, decrees, judgments or other determinations
specifically applicable to the Company.




     (h) We express no opinion as to the effect of events occurring, circumstances arising
or changes of law becoming effective or occurring, after the date hereof on the matters
addressed in this opinion letter, and we assume no responsibility to inform you of
additional or changed facts, or changes in law, of which we may become aware.



     Based on the foregoing, we are of the following opinions:



     1. Each of the Note Purchase Agreement and the Notes constitutes a legal, valid and
binding obligation of the Company, enforceable against the Company in accordance with its
respective terms, and the Guaranty constitutes a legal, valid and binding obligation of each
Guarantor, enforceable against such Guarantor in accordance with its terms.



     2. The execution and delivery by the Company of the Note Purchase Agreement and the
Notes, the issuance and sale of the Notes by the Company, and the performance by the Company of its
obligations under the Note Purchase Agreement and the Notes will not constitute a violation of the
Company Governing Documents or any law, statute, rule or regulation of the State of New York.



Exhibit 4.4(c)-5









 





     3. No consents, approvals or authorizations of Governmental Authorities of the State
of New York or the United States of America are required in respect of the Company or any Guarantor
under the laws of the United States of America or the State of New York in connection with (a) the
execution and delivery by the Company of the Note Purchase Agreement, (b) the execution and
delivery by the Company and the Guarantors of the Guaranty, or (c) the offer, issuance, sale and
delivery of the Notes by the Company under the circumstances contemplated by the Transaction
Documents, on the date hereof.



     4. It is not necessary in connection with either (a) the offer and sale of the Notes
delivered to you today under the circumstances contemplated by the Transaction Documents or (b) the
execution and delivery by the Guarantors of the Guaranty under the circumstances contemplated by
the Transaction Documents, to register the offer and sale to you today of the Notes or the Guaranty
under the Securities Act of 1933, as amended, or to qualify an indenture in respect of the issuance
of the Notes under the Trust Indenture Act of 1939, as amended.



     5. Each Chosen-Law Provision is enforceable in accordance with New York General
Obligations Law section 5-1401, as applied by a New York State court or a federal court sitting in
New York and applying New York choice of law principles.



     This opinion is delivered solely to the Purchasers and for the benefit of the Purchasers in
connection with the Note Purchase Agreement and may not be relied upon by the Purchasers for any
other purpose or relied upon by any other person or entity (other than future holders of the Notes
acquired in accordance with the terms of the Transaction Documents) for any reason without our
prior written consent.



Very truly yours,




BINGHAM McCUTCHEN LLP




Exhibit 4.4(c)-6









 





Annex 1




Purchasers




Fort Dearborn Life Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Minnesota Life Insurance Company

400 Robert Street North

St. Paul, MN 55101




Cincinnati Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Farm Bureau Life Insurance Company of Michigan

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Blue Cross and Blue Shield of Florida, Inc.

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Great Western Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Fidelity Life Association

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




American Republic Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Trustmark Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Exhibit 4.4(c)-7









 





Security National Life Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101




Midland National Life Insurance Company

c/o Guggenheim Partners

227 West Monroe Street, 48th Floor

Chicago, IL 60606




North American Company for Life and Health Insurance

c/o Guggenheim Partners

227 West Monroe Street, 48th Floor

Chicago, IL 60606




CUNA Mutual Life Insurance Company

c/o CUNA Mutual Insurance Society

5910 Mineral Point Road

Madison, WI 53705-4456




CUNA Mutual Insurance Society

c/o CUNA Mutual Insurance Society

5910 Mineral Point Road

Madison, WI 53705-4456




CUMIS Insurance Society

c/o CUNA Mutual Insurance Society

5910 Mineral Point Road

Madison, WI 53705-4456




MEMBERS Life Insurance Company

c/o CUNA Mutual Insurance Society

5910 Mineral Point Road

Madison, WI 53705-4456




Phoenix Life Insurance Company

c/o Phoenix Investment Partners

56 Prospect Street

Hartford, CT 06115




Ohio National Life Assurance Corporation

One Financial Way

Cincinnati, OH 45242




The Ohio National Life Insurance Company

One Financial Way

Cincinnati, OH 45242




Exhibit 4.4(c)-8









 





Primerica Life Insurance Company

c/o Conning Asset Management Company

One Financial Plaza 13th Floor

Hartford, CT 06103-2627




American Health and Life Insurance Company

c/o Conning Asset Management Company

One Financial Plaza 13th Floor

Hartford, CT 06103-2627




National Benefit Life Insurance Company

c/o Conning Asset Management Company

One Financial Plaza 13th Floor

Hartford, CT 06103-2627





Exhibit 4.4(c)-9