Subrogation and Contribution Agreement



 EXHIBIT 10.33 
 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 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. 

  
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 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.] 

  
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 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	 	/S/    AUSTIN D.
NETTLE        
	Name:	 	Austin D. Nettle
	Title:	 	Vice President—Treasurer
	
	GUARANTORS
	
	CASH AMERICA NET HOLDINGS, LLC
		
	By	 	/S/    AUSTIN D.
NETTLE        
	Name:	 	Austin D. Nettle
	Title:	 	Vice President—Treasurer
	
	CASH AMERICA, INC. OF COLORADO
		
	By	 	/S/    DAVID T.
CLAY        
	Name:	 	David T. Clay
	Title:	 	Vice President


 [signatures continued on following page] 

[Signature Page to Subrogation and Contribution Agreement] 








			
		 	BRONCO PAWN & GUN, INC.
		 	CASH AMERICA ADVANCE, INC.
		 	CASH AMERICA FINANCIAL SERVICES, INC.
		 	CASH AMERICA FRANCHISING, INC.
		 	CASH AMERICA HOLDING, INC.
		 	CASH AMERICA, INC.
		 	CASH AMERICA, INC. OF ALABAMA
		 	CASH AMERICA, INC. OF ALASKA
		 	CASH AMERICA, INC. OF ILLINOIS
		 	CASH AMERICA, INC. OF INDIANA
		 	CASH AMERICA, INC. OF KENTUCKY
		 	CASH AMERICA, INC. OF LOUISIANA
		 	CASH AMERICA, INC. OF NEVADA
		 	CASH AMERICA, INC. OF NORTH CAROLINA
		 	CASH AMERICA, INC. OF OKLAHOMA
		 	CASH AMERICA, INC. OF SOUTH CAROLINA
		 	CASH AMERICA, INC. OF TENNESSEE
		 	CASH AMERICA, INC. OF UTAH
		 	CASH AMERICA, INC. OF VIRGINIA
		 	CASH AMERICA MANAGEMENT L.P.,
		 	    by its general partner, CASH AMERICA HOLDING, INC.
		 	CASH AMERICA OF MISSOURI, INC.
		 	CASH AMERICA PAWN L.P.,
		 	    by its general partner, CASH AMERICA HOLDING, INC.
		 	CASH AMERICA PAWN, INC. OF OHIO
		 	CASHLAND FINANCIAL SERVICES, INC.
		 	DOC HOLLIDAY’S PAWNBROKERS & JEWELLERS, INC.
		 	EXPRESS CASH INTERNATIONAL CORPORATION
		 	FLORIDA CASH AMERICA, INC.
		 	GEORGIA CASH AMERICA, INC.
		 	GAMECOCK PAWN & GUN, INC.
		 	HORNET PAWN & GUN, INC.
		 	LONGHORN PAWN AND GUN, INC.
		 	MR. PAYROLL CORPORATION
		 	RATI HOLDING, INC.
		 	TIGER PAWN & GUN, INC.
		 	UPTOWN CITY PAWNERS, INC.
		 	VINCENT’S JEWELERS AND LOAN, INC.

  

					
		  	By	  	/S/    AUSTIN D.
NETTLE        
		  	Name:	  	Austin D. Nettle
		  	 Title:
	  	Vice President—Treasurer

 [Signature Page to Subrogation and Contribution Agreement] 








			
		 	CASH AMERICA NET OF ALABAMA, LLC
		 	CASH AMERICA NET OF ALASKA, LLC
		 	CASH AMERICA NET OF ARIZONA, LLC
		 	CASH AMERICA NET OF CALIFORNIA, LLC
		 	CASH AMERICA NET OF COLORADO, LLC
		 	CASH AMERICA NET OF DELAWARE, LLC
		 	CASH AMERICA NET OF FLORIDA, LLC
		 	CASH AMERICA NET OF HAWAII, LLC
		 	CASH AMERICA NET OF IDAHO, LLC
		 	CASH AMERICA NET OF ILLINOIS, LLC
		 	CASH AMERICA NET OF INDIANA, LLC
		 	CASH AMERICA NET OF IOWA, LLC
		 	CASH AMERICA NET OF KANSAS, LLC
		 	CASH AMERICA NET OF LOUISIANA, LLC
		 	CASH AMERICA NET OF MICHIGAN, LLC
		 	CASH AMERICA NET OF MINNESOTA, LLC
		 	CASH AMERICA NET OF MISSOURI, LLC
		 	CASH AMERICA NET OF MONTANA, LLC
		 	CASH AMERICA NET OF NEBRASKA, LLC
		 	CASH AMERICA NET OF NEVADA, LLC
		 	CASH AMERICA NET OF NEW HAMPSHIRE, LLC
		 	CASH AMERICA NET OF NEW MEXICO, LLC
		 	CASH AMERICA NET OF NORTH DAKOTA, LLC
		 	CASH AMERICA NET OF OHIO, LLC
		 	CASH AMERICA NET OF OKLAHOMA, LLC
		 	CASH AMERICA NET OF OREGON, LLC
		 	CASH AMERICA NET OF PA, LLC
		 	CASH AMERICA NET OF PENNSYLVANIA, LLC
		 	CASH AMERICA NET OF RHODE ISLAND, LLC
		 	CASH AMERICA NET OF SOUTH DAKOTA, LLC
		 	CASH AMERICA NET OF TEXAS, LLC
		 	CASH AMERICA NET OF UTAH, LLC
		 	CASH AMERICA NET OF VIRGINIA, LLC,
		 	CASH AMERICA NET OF WASHINGTON, LLC
		 	CASH AMERICA NET OF WISCONSIN, LLC
		 	CASH AMERICA NET OF WYOMING, LLC
		 	CASHNETUSA CO, LLC
		 	CASHNETUSA OR, LLC
		 	THE CHECK GIANT NM, LLC,
		 	by their Manager, CASH AMERICA NET HOLDINGS, LLC

  

					
		  	By	  	/S/    AUSTIN D.
NETTLE        
		  	Name:	  	Austin D. Nettle
		  	 Title:
	  	Vice President—Treasurer

 [Signature Page to Subrogation and Contribution Agreement]