exv10w1



 





Exhibit 10.1




COMMITMENT INCREASE AGREEMENT




     This Commitment Increase Agreement (this “Agreement”) dated as of February 29, 2008,
is entered into among Cash America International, Inc., a Texas corporation (the
"Borrower”), Wells Fargo Bank, National Association, in its capacity as a Lender
(“Wells Fargo”), JPMorgan Chase Bank, N.A., in its capacity as a Lender (“Chase”),
U.S. Bank National Association, in its capacity as a Lender (“U.S. Bank”), KeyBank National
Association, in its capacity as a Lender (“KeyBank”), Union Bank of California, N.A., in
its capacity as a Lender (“Union Bank”), The Huntington National Bank, in its capacity as a
Lender (“Huntington”), First Tennessee Bank National Association, in its capacity as a
Lender (“First Tennessee”), Bank of Texas, N.A., in its capacity as a Lender (“Bank of
Texas”), Texas Capital Bank, N.A., in its capacity as a Lender (“Texas Capital”),
(Wells Fargo, Chase, U.S. Bank, KeyBank, Union Bank, Huntington, First Tennessee, Bank of Texas and
Texas Capital are hereafter sometimes referred to collectively as the “Increasing
Lenders”), and Wells Fargo Bank, National Association, in its capacity as Administrative Agent
(the “Administrative Agent”). Capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to them in the Credit Agreement (as defined below).



PRELIMINARY STATEMENTS




     Reference is made to that certain Credit Agreement dated as February 24, 2005, by and among
the Borrower, the Administrative Agent, and the Lenders that are parties thereto (as amended,
modified, supplemented or restated, the “Credit Agreement”).



     Pursuant to Section 2.14 of the Credit Agreement, the Borrower has requested an
increase in the Aggregate Revolving Commitments from $250,000,000 to $300,000,000. Such increase
in the Aggregate Revolving Commitments is to become effective on February 29, 2008 (the
"Increase Effective Date”), subject to satisfaction of the conditions to effectiveness set
forth in Section 4 of this Agreement. In connection with such requested increase in the Aggregate
Revolving Commitments, the Borrower, the Administrative Agent and the Increasing Lenders hereby
agree as follows:



AGREEMENT




     1. AGGREGATE COMMITMENTS INCREASE. On the Increase Effective Date and subject to the
satisfaction of the conditions to effectiveness set forth in Section 4 of this Agreement, (a) Wells
Fargo agrees to increase its Revolving Commitment to $54,000,000, (b) Chase agrees to increase its
Revolving Commitment to $48,000,000, (c) U.S. Bank agrees to increase its Revolving Commitment to
$36,000,000, (d) KeyBank agrees to increase its Revolving Commitment to $36,000,000, (e) Union Bank
agrees to increase its Revolving Commitment to $36,000,000, (f) Huntington agrees to increase its
Revolving Commitment to $30,000,000, (g) First Tennessee agrees to increase its Revolving
Commitment to $18,000,000, (h) Bank of Texas agrees to increase its Revolving Commitment to
$15,000,000, and (i) Texas Capital agrees to increase its Revolving Commitment to $12,000,000.



     2. SCHEDULE 2.01. As of the Increase Effective Date and subject to the satisfaction
of the conditions to effectiveness set forth in Section 4 of this Agreement,








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Schedule 2.01 to the Credit Agreement shall be replaced by the form of Schedule 2.01 to this Agreement.




     3. REPRESENTATIONS AND WARRANTIES. By its execution and delivery hereof, the Borrower
represents and warrants that, as of the Increase Effective Date, and after giving effect to the
increase in the Aggregate Revolving Commitments provided for in this Agreement:




     (a) the representations and warranties contained in Article V of the Credit
Agreement and the other Loan Documents are true and correct on and as of the Increase
Effective Date, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they are true and correct as of such earlier date,
and except that the representations contained in Section 5.05(a) of the Credit
Agreement shall be deemed to refer to the most recent statements furnish pursuant to
Section 6.01(a) of the Credit Agreement;





     (b) no event has occurred and is continuing which constitutes a Default;





     (c) (i) the Borrower has full power and authority to execute and deliver this Agreement
and the Revolving Loan Note payable to the order of each Increasing Lender in the amount of
each such Increasing Lender’s Revolving Commitment as increased pursuant to this Agreement
(collectively, the “Replacement Notes”), (ii) this Agreement and the Replacement
Notes have been duly executed and delivered by the Borrower and (iii) this Agreement, the
Replacement Notes, and the Credit Agreement, as amended hereby, constitute the legal, valid
and binding obligations of the Borrower, enforceable in accordance with their respective
terms, except as enforceability may be limited by applicable Debtor Relief Laws and by
general principles of equity (regardless of whether enforcement is sought in a proceeding in
equity or at law) and except as rights to indemnity may be limited by federal or state
securities laws;





     (d) neither the execution, delivery and performance by the Borrower of this Agreement,
the Replacement Notes, or the Credit Agreement, as amended hereby, nor the consummation of
any transactions contemplated herein or therein, will violate any Law or violate or conflict
with any Organization Document of the Borrower or any indenture, agreement or other
instrument to which the Borrower or any of it property is subject; and





     (e) no authorization, approval, consent, or other action by, notice to, or filing with,
any Governmental Authority or other Person not previously obtained is required for (i) the
execution, delivery or performance by the Borrower of this Agreement or the Replacement
Notes or (ii) the acknowledgement by each Guarantor of this Agreement.




     4. CONDITIONS TO EFFECTIVENESS. This Agreement shall be effective on the Increase
Effective Date, subject to the satisfaction or completion of the following:




     (a) the Administrative Agent shall have received counterparts of this Agreement
executed by the Increasing Lenders;









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     (b) the Administrative Agent shall have received counterparts of this Agreement
executed by the Borrower and acknowledged by each Guarantor;





     (c) the Administrative Agent shall have received a Certificate from a Responsible
Officer of each Loan Party certifying and attaching the resolutions of the Board of
Directors (or similar governing body) of such Loan Party authorizing and approving the
increase in the Aggregate Revolving Commitments provided for in this Agreement and the
execution, delivery and performance of this Agreement or the acknowledgement of this
Agreement, as the case may be;





     (d) the Administrative Agent shall have received from the Borrower in immediately
available funds fees for the account of each Increasing Lender in an amount equal to the
product of (i) 0.20% and (ii) the amount of the increase of each such Increasing Lender’s
Revolving Commitment; and





     (e) the Administrative Agent shall have received, in form and substance satisfactory to
the Administrative Agent and its counsel, such other documents, certificates and instruments
as the Administrative Agent shall require.




     5. PREPAYMENT. On the Increase Effective Date and subject to the satisfaction of the
conditions to effectiveness set forth in Section 4 of this Agreement, each Lender shall, to the
extent necessary as set forth in Section 2.14(e) of the Credit Agreement, make a payment to
the Administrative Agent in an amount sufficient, upon the application of such payments by all
Lenders to the outstanding Revolving Loans held by the Lenders, to cause the principal amount of
Revolving Loans made by each Lender to be in the amount of its Pro Rata Share (after giving effect
to the increase in the Aggregate Revolving Commitments in accordance with this Agreement) of all
outstanding Revolving Loans. If, as a result of the repayment of Revolving Loans provided for in
this Section 5, any payment of Eurodollar Rate Loans occurs on a day which is not the last day of
the applicable Interest Period, the Borrower will pay to the Administrative Agent for the benefit
of any Lender holding a Eurodollar Rate Loan any loss or cost incurred by such Lender resulting
therefrom in accordance with Section 3.05 of the Credit Agreement. Upon the Increase
Effective Date and the making of the payments described in this Section 5, each Increasing Lender
shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or
warranty, an undivided participation in all outstanding Swing Line Loans and L/C Obligations in
accordance with its Pro Rata Share (after giving effect to the increase in the Aggregate Revolving
Commitments in accordance with this Agreement).



     6. GUARANTOR’S ACKNOWLEDGMENT. By signing below, each Guarantor (a) acknowledges,
consents and agrees to the execution, delivery and performance by the Borrower of this Agreement,
(b) acknowledges and agrees that its obligations in respect of its Guaranty (i) are not released,
diminished, waived, modified, impaired or affected in any manner by this Agreement or any of the
provisions contemplated herein and (ii) cover the Aggregate Revolving Commitments as increased by
this Agreement, (c) ratifies and confirms its obligations under its Guaranty, and (d) acknowledges
and agrees that it has no claims or offsets against, or defenses or counterclaims to, its Guaranty.








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     7. REFERENCE TO THE CREDIT AGREEMENT.




     (a) Upon the effectiveness of this Agreement, each reference in the Credit Agreement to
“this Agreement”, “hereunder”, or words of like import shall mean and be a reference to the
Credit Agreement, as modified hereby. This Agreement shall be a Loan Document.





     (b) The Credit Agreement, as modified herein, shall remain in full force and effect and
is hereby ratified and confirmed.




     8. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay promptly after demand all
reasonable costs and expenses of the Administrative Agent in connection with the preparation,
reproduction, execution and delivery of this Agreement and the other instruments and documents to
be delivered hereunder (including the reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent with respect thereto).



     9. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which when taken together shall
constitute but one and the same instrument. For purposes of this Agreement, a counterpart hereof
(or signature page thereto) signed and transmitted by any Person party hereto to the Administrative
Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to be treated as an
original. The signature of such Person thereon, for purposes hereof, is to be considered as an
original signature, and the counterpart (or signature page thereto) so transmitted is to be
considered to have the same binding effect as an original signature on an original document.



     10. GOVERNING LAW; BINDING EFFECT. This Agreement shall be deemed to be a contract
made under and governed by and continued in accordance with the internal laws of the State of Texas
applicable to agreements made and to be performed entirely within such state, provided that each
party shall retain all rights arising under federal law. This Agreement shall be binding upon the
parties hereto and their respective successors and assigns.



     11. HEADINGS. Section headings in this Agreement are included herein for convenience
of reference only and shall not constitute a part of this Agreement for any other purpose.



     12. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS, INCLUDING THIS
AGREEMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.








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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date above
written.



	 	 	 	 	 
	 	CASH AMERICA INTERNATIONAL, INC., as Borrower

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



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent, L/C Issuer, Swing Line Lender

and as a Lender

 	 
	 	By:  	/s/ Jeffrey D. Bundy
 	 
	 	 	Name:  	Jeffrey D. Bundy 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as a Lender

 	 
	 	By:  	/s/ Jennifer Baggs
 	 
	 	 	Name:  	Jennifer Baggs 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	U. S. BANK NATIONAL ASSOCIATION, as a Lender

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



	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ David A. Wild
 	 
	 	 	Name:  	David A. Wild 	 
	 	 	Title:  	Vice President 	 
	 



Commitment Increase Agreement – Signature Page







 









 








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

 	 
	 	By:  	/s/ Sarah Daniel
 	 
	 	 	Name:  	Sarah Daniel 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	THE HUNTINGTON NATIONAL BANK, as a Lender

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



	 	 	 	 	 
	 	FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as a Lender

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



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

 	 
	 	By:  	/s/ Alan Morris
 	 
	 	 	Name:  	Alan Morris 	 
	 	 	Title:  	Vice President 	 
	 



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

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



Commitment Increase Agreement – Signature Page







 









 








	 	 	 
	 

	 	ACKNOWLEDGED AND AGREED TO:
	 
	 	 
	 

	 	BRONCO PAWN & GUN, INC.
	 

	 	CASH AMERICA ADVANCE, INC.
	 

	 	CASH AMERICA FINANCIAL SERVICES, INC.
	 

	 	CASH AMERICA FRANCHISING, INC.
	 

	 	CASH AMERICA HOLDING, INC.
	 

	 	CASH AMERICA, INC.
	 

	 	CASH AMERICA, INC. OF ALABAMA
	 

	 	CASH AMERICA, INC. OF ALASKA
	 

	 	CASH AMERICA, INC. OF ILLINOIS
	 

	 	CASH AMERICA, INC. OF INDIANA
	 

	 	CASH AMERICA, INC. OF KENTUCKY
	 

	 	CASH AMERICA, INC. OF LOUISIANA
	 

	 	CASH AMERICA OF MISSOURI, INC.
	 

	 	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 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.
	 

	 	GAMECOCK PAWN & GUN, INC.
	 

	 	GEORGIA CASH AMERICA, INC.
	 

	 	HORNET PAWN & GUN, INC.
	 

	 	LONGHORN PAWN AND GUN, INC.
	 

	 	MR. PAYROLL CORPORATION
	 

	 	RATI HOLDING, INC.
	 

	 	TIGER PAWN & GUN, INC.
	 

	 	UPTOWN CITY PAWNERS, INC.
	 

	 	VINCENT’S JEWELERS AND LOAN, INC.






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








 









 









	 	 	 
	 

	 	CASH AMERICA NET OF ALABAMA, LLC
	 

	 	CASH AMERICA NET OF ALASKA, LLC
	 

	 	CASH AMERICA NET OF ARIZONA, LLC
	 

	 	CASH AMERICA NET OF CALIFORNIA, LLC
	 

	 	CASH AMERICA NET OF COLORADO, LLC
	 

	 	CASH AMERICA NET OF DELAWARE, LLC
	 

	 	CASH AMERICA NET OF FLORIDA, LLC
	 

	 	CASH AMERICA NET OF HAWAII, LLC
	 

	 	CASH AMERICA NET OF IDAHO, LLC
	 

	 	CASH AMERICA NET OF ILLINOIS, LLC
	 

	 	CASH AMERICA NET OF INDIANA, LLC
	 

	 	CASH AMERICA NET OF IOWA, LLC
	 

	 	CASH AMERICA NET OF KANSAS, LLC
	 

	 	CASH AMERICA NET OF 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,
	 

	 	CASH AMERICA NET OF MISSISSIPPI, LLC
	 

	 	CASHNET CSO OF MARYLAND, LLC
	 

	 	CASHEURONET UK, LLC
	 

	 	CASH AMERICA NET OF KENTUCKY, LLC

by their Manager, CASH AMERICA NET HOLDINGS, LLC






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



Commitment Increase Agreement – Signature Page







 









 








	 	 	 	 	 
	 	CASH AMERICA NET HOLDINGS, LLC

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



	 	 	 	 	 
	 	CASH AMERICA, INC. OF COLORADO

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



Commitment Increase Agreement – Signature Page







 









 








SCHEDULE 2.01




REVOLVING COMMITMENTS

AND PRO RATA SHARES




	 	 	 	 	 	 	 	 	 
	Lender	 	Commitment	 	 	Pro Rata Share	 
	 
	 	 	 	 	 	 	 	 
	Wells Fargo Bank, National Association
	 	$	54,000,000	 	 	 	18.000000000	%
	 
	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.
	 	$	48,000,000	 	 	 	16.000000000	%
	 
	 	 	 	 	 	 	 	 
	U.S. Bank National Association
	 	$	36,000,000	 	 	 	12.000000000	%
	 
	 	 	 	 	 	 	 	 
	KeyBank National Association
	 	$	36,000,000	 	 	 	12.000000000	%
	 
	 	 	 	 	 	 	 	 
	Union Bank of California, N.A.
	 	$	36,000,000	 	 	 	12.000000000	%
	 
	 	 	 	 	 	 	 	 
	The Huntington National Bank
	 	$	30,000,000	 	 	 	10.000000000	%
	 
	 	 	 	 	 	 	 	 
	First Tennessee Bank National Association
	 	$	18,000,000	 	 	 	6.000000000	%
	 
	 	 	 	 	 	 	 	 
	Amegy Bank National Association
	 	$	15,000,000	 	 	 	5.000000000	%
	 
	 	 	 	 	 	 	 	 
	Bank of Texas, N.A.
	 	$	15,000,000	 	 	 	5.000000000	%
	 
	 	 	 	 	 	 	 	 
	Texas Capital Bank, N.A.
	 	$	12,000,000	 	 	 	4.000000000	%
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total
	 	$	300,000,000.00	 	 	 	100.000000000	%
	 
	 	 	 	 	 	 






Schedule 2.01