Subrogation and Contribution Agreement



 EXHIBIT 10.37 
 SUBROGATION AND CONTRIBUTION AGREEMENT 
 This SUBROGATION AND
CONTRIBUTION AGREEMENT (the “Agreement”) is executed as of January 28, 2010 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 January 28, 2010 (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 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 January 28, 2010 (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 and Treasurer


  

			
	GUARANTORS
	
	CASH AMERICA NET HOLDINGS, LLC
		
	 By:
	 	/s/ Austin D. Nettle
		 	Name: Austin D. Nettle
		 	Title:   Vice President and Treasurer


 [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 GLOBAL FINANCING, INC.
	 	 	CASH AMERICA GLOBAL SERVICES, INC.
	 	 	CASH AMERICA HOLDING, INC.
	 	 	CASH AMERICA, INC.
	 	 	CASH AMERICA, INC. OF ALABAMA
	 	 	CASH AMERICA, INC. OF ALASKA
	 	 	CASH AMERICA, INC. OF COLORADO
	 	 	CASH AMERICA, INC. OF ILLINOIS
		 	 CASH AMERICA, INC. OF INDIANA

		 	 CASH AMERICA, INC. OF KENTUCKY

		 	 CASH AMERICA, INC. OF LOUISIANA

		 	 CASH AMERICA, INC. OF NEVADA

		 	 CASH AMERICA, INC. OF NORTH CAROLINA

		 	 CASH AMERICA, INC. OF OKLAHOMA

		 	 CASH AMERICA, INC. OF SOUTH CAROLINA

		 	 CASH AMERICA, INC. OF TENNESSEE

		 	 CASH AMERICA, INC. OF UTAH

		 	 CASH AMERICA, INC. OF VIRGINIA

		 	 CASH AMERICA MANAGEMENT L.P.,

		 	     by its general partner, CASH AMERICA HOLDING, INC.

		 	 CASH AMERICA OF MEXICO, INC.

		 	 CASH AMERICA OF MISSOURI, INC.

		 	 CASH AMERICA ONLINE SERVICES, 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.

		 	 EGH SERVICES, 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

		 	 OHIO NEIGHBORHOOD FINANCE, INC.

		 	 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 and 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 KENTUCKY, LLC

		 	 CASH AMERICA NET OF LOUISIANA, LLC

		 	 CASH AMERICA NET OF MAINE, LLC

		 	 CASH AMERICA NET OF MICHIGAN, LLC

		 	 CASH AMERICA NET OF MINNESOTA, LLC

		 	 CASH AMERICA NET OF MISSISSIPPI, LLC

		 	 CASH AMERICA NET OF MISSOURI, LLC

		 	 CASH AMERICA NET OF MONTANA, LLC

		 	 CASH AMERICA NET OF NEBRASKA, LLC

		 	 CASH AMERICA NET OF NEVADA, LLC

		 	 CASH AMERICA NET OF NEW HAMPSHIRE, LLC

		 	 CASH AMERICA NET OF NEW MEXICO, LLC

		 	 CASH AMERICA NET OF NORTH DAKOTA, LLC

		 	 CASH AMERICA NET OF OHIO, LLC

		 	 CASH AMERICA NET OF OKLAHOMA, LLC

		 	 CASH AMERICA NET OF OREGON, LLC

		 	 CASH AMERICA NET OF RHODE ISLAND, LLC

		 	 CASH AMERICA NET OF SOUTH CAROLINA, 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

		 	 CASHEURONET UK, LLC

		 	 CASHNET CSO OF MARYLAND, LLC

		 	 CASHNETUSA CO, LLC
by sole member, CASH AMERICA NET OF NEW

		 	 MEXICO, LLC

		 	 CASHNETUSA OF FLORIDA, LLC

		 	 CASHNETUSA OR, LLC

		 	     by sole member, CASH AMERICA NET OF NEW

		 	 MEXICO, LLC

		 	 THE CHECK GIANT NM, LLC

		 	     by sole member, CASH AMERICA NET OF NEW

		 	 MEXICO, LLC


 [Signature page to Subrogation and Contribution Agreement] 







 
			
	 DOLLARSDIRECT, LLC

	 By:
	 	CASH AMERICA NET HOLDINGS, LLC,
		 	their sole member


  

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


  

					
	 OHIO CONSUMER FINANCIAL SOLUTIONS, LLC

		
	 By:
	 	/s/ J. Curtis Linscott
		 	Name: J. Curtis Linscott
		 	Title: Manager


  

					
	CNU DOLLARSDIRECT INC.
		
	 By:
	 	/s/ Austin D. Nettle
		 	Name: Austin D. Nettle
		 	Title: Vice President and Treasurer


  

					
	ENOVA FINANCIAL HOLDINGS, LLC
		
	 By:
	 	/s/ J. Curtis Linscott
		 	Name: J. Curtis Linscott
		 	Title: Manager


  

					
	PRIMARY INNOVATIONS, LLC
		
	 By:
	 	/s/ Austin D. Nettle
		 	Name: Austin D. Nettle
		 	Title: Vice President and Treasurer


  

			
	 DEBIT PLUS TECHNOLOGIES, LLC
 PRIMARY CREDIT SERVICES, LLC
 PRIMARY PAYMENT SOLUTIONS, LLC

	 By:
	 	PRIMARY INNOVATIONS, LLC,
		 	their sole member


  

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


 [Signature page to Subrogation and Contribution Agreement]