First Amendment to Credit Agreement



 Exhibit 10.3 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 THIS FIRST AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”), dated as of November 29, 2011, is by and among CASH AMERICA INTERNATIONAL, INC., a Texas corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower party
hereto (collectively, the “Guarantors”), the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used
herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement. 
 W I T N E S S E T
H 
 WHEREAS, the Borrower, the Guarantors, certain banks and financial institutions from time to time party thereto
(the “Lenders”) and the Administrative Agent are parties to that certain Credit Agreement dated as of March 30, 2011 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit
Agreement”); 
 WHEREAS, the Credit Parties have requested that the Required Lenders amend certain provisions of
the Credit Agreement; and 
 WHEREAS, the Required Lenders are willing to make such amendments to the Credit Agreement,
in accordance with and subject to the terms and conditions set forth herein. 
 NOW, THEREFORE, in consideration of the
agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 
 ARTICLE I 
 AMENDMENTS TO CREDIT AGREEMENT 

1.1 New Definitions. The following definitions are hereby added to Section 1.1 of the Credit Agreement in the
appropriate alphabetical order: 
 “Enova” shall mean Enova International, Inc., a Delaware
corporation. 
 “Enova Disposition” shall mean, collectively, the sale by the Borrower of
a portion of the outstanding Capital Stock of Enova held by the Borrower and the issuance and sale by Enova of Capital Stock of Enova, in each case in connection with an initial public offering of Capital Stock of Enova registered under the
Securities Act of 1933, as amended, with the effect that Enova and Enova’s Subsidiaries shall not be Subsidiaries of the Borrower following the consummation of such initial public offering. 

“Enova Disposition Documents” shall mean, collectively, (a) the Separation Agreement,
(b) the Transition Services Agreement, (c) the Registration Rights Agreement, (d) the Tax Sharing Agreement, (e) the Employee Matters Agreement, (f) the Credit Underwriting Agreement and (g) the Marketing and Customer
Referral Agreement, in each case as described in that certain preliminary prospectus dated November 15, 2011, contained in Amendment No. 2 to the Registration Statement filed by Enova with the Securities and Exchange Commission
in connection with the initial public offering of Capital Stock of Enova. 







 1.2 Amendment to 6.5. Section 6.5 of the Credit Agreement is hereby
amended by adding the following clause (p) to the end of such Section and making the appropriate punctuation and grammatical changes thereto: 
 (p) the Enova Disposition; provided that the Borrower (i) shall receive not less than $350,000,000 in Net Proceeds as a result of the Enova Disposition (for purposes of this clause
(p), Net Proceeds received by the Borrower as a result of the Enova Disposition shall include (A) all Net Proceeds received by the Borrower from its sale of outstanding shares of Capital Stock of Enova to the public in the Enova Disposition
and (B) proceeds received by the Borrower from Enova in connection with the issuance and sale by Enova of Capital Stock of Enova to the public in the Enova Disposition and which proceeds to Enova are paid to the Borrower by Enova in repayment
of intercompany indebtedness owed by Enova to the Borrower) and (ii) shall use the Net Proceeds received from the Enova Disposition to prepay the Loans in accordance with Section 2.7(b)(ii) of this Agreement. 

1.3 Amendment to Section 6.9. Section 6.9 of the Credit Agreement is hereby amended and restated in its entirety
to read as follows: 
 The Credit Parties shall not, and shall not permit any Subsidiary to, enter into any
transaction of any kind with any Affiliate of the Credit Parties, other than (a) arm’s-length transactions with Affiliates, (b) transactions otherwise permitted hereunder, (c) transactions with Affiliates in the ordinary course
of business and (d) the Enova Disposition Documents. 
 1.4 Amendment to Section 10.1. The
following sentence is hereby added at the end of Section 10.1 of the Credit Agreement: 
 Enova and its
Subsidiaries shall automatically be released from their obligations under this Guaranty concurrently with the consummation of the Enova Disposition to the extent Enova and its Subsidiaries are no longer Subsidiaries of the Borrower. 

ARTICLE II 

CONDITIONS TO EFFECTIVENESS 
 2.1 Closing Conditions. This Amendment shall become effective as of the day and year set forth above (the “Amendment Effective Date”) upon satisfaction of the following
conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent): 
 (a)
Executed Amendment. The Administrative Agent shall have received a copy of this Amendment duly executed by each of the Credit Parties, the Required Lenders and the Administrative Agent. 

(b) Default. After giving effect to this Amendment, no Default or Event of Default shall exist. 

(c) Fees and Expenses. The Administrative Agent shall have received from the Borrower such fees and expenses that
are payable in connection with the consummation of the transactions contemplated hereby and King & Spalding LLP shall have received from the Borrower payment of all outstanding fees and expenses previously incurred and all fees and expenses
incurred in connection with this Amendment. 

  
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 (d) Miscellaneous. All other documents and legal matters in
connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel. 
 ARTICLE III 
 MISCELLANEOUS 

3.1 Amended Terms. On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Credit
Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to
its terms. 
 3.2 Representations and Warranties of Credit Parties. Each of the Credit Parties represents and
warrants as follows: 
 (a) It has taken all necessary action to authorize the execution, delivery and
performance of this Amendment. 
 (b) This Amendment has been duly executed and delivered by such Person and
constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). 

(c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or
governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. 
 (d) The representations and warranties set forth in Article III of the Credit Agreement are true and correct as of the date hereof (except for those which expressly relate to an earlier date).

 (e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default
or an Event of Default. 
 (f) The Credit Party Obligations are not reduced or modified by this Amendment and are
not subject to any offsets, defenses or counterclaims. 
 3.3 Reaffirmation of Credit Party Obligations. Each
Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its
respective Credit Party Obligations. 
 3.4 Credit Document. This Amendment shall constitute a Credit Document
under the terms of the Credit Agreement. 
 3.5 Expenses. The Borrower agrees to pay all reasonable costs and
expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Administrative Agent’s legal counsel. 

  
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 3.6 Further Assurances. The Credit Parties agree to promptly take such action,
upon the request of the Administrative Agent, as is necessary to carry out the intent of this Amendment. 
 3.7
Entirety. This Amendment and the other Credit Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

 3.8 Counterparts; Telecopy. This Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an original and shall
constitute a representation that an original will be delivered. 
 3.9 No Actions, Claims, Etc. As of the date
hereof, each of the Credit Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative
Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit
Agreement on or prior to the date hereof. 
 3.10 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 
 3.11 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 

3.12 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of
jury trial provisions set forth in Sections 9.13 and 9.16 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. 
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 FIRST AMENDMENT TO CREDIT AGREEMENT 

CASH AMERICA INTERNATIONAL, INC. 
  

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written. 

 

							
	BORROWER:	 		 	 CASH AMERICA INTERNATIONAL, INC.,
 a Texas corporation

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

  

							
	GUARANTORS:	 		 	 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 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 OF MEXICO, INC.
 CASH
AMERICA PAWN, INC. OF OHIO
 CASHLAND FINANCIAL SERVICES, INC.
 CNU DOLLARSDIRECT INC.

DOC HOLLIDAY’S PAWNBROKERS & JEWELLERS, INC.

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


  
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 FIRST AMENDMENT TO CREDIT AGREEMENT 

CASH AMERICA INTERNATIONAL, INC. 
  

 

							
		 		 	 EGH SERVICES, INC.
 ENOVA INTERNATIONAL, INC.
 ENOVA ONLINE SERVICES, 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
 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
			
		 		 	 CASH AMERICA MANAGEMENT L.P.
 CASH AMERICA PAWN L.P.

				
		 		 	By:	 	 Cash America Holding, Inc.
 Its
General Partner

				
		 		 	By	 	/s/ Austin D. Nettle
		 		 	Name:	 	Austin D. Nettle
		 		 	Title:	 	Vice President and Treasurer
			
		 		 	 BILLERS ACCEPTANCE GROUP, LLC
 CNU ONLINE HOLDINGS, LLC
 ENOVA FINANCIAL HOLDINGS, LLC

PF LABOR HOLDINGS, LLC
 PRIMARY
INNOVATIONS, LLC
 STRATEGIC RECEIVABLE MANAGEMENT SOLUTIONS, LLC

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


  
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 FIRST AMENDMENT TO CREDIT AGREEMENT 

CASH AMERICA INTERNATIONAL, INC. 
  

							
		 		 	 CNU OF ALABAMA, LLC
 CNU OF ALASKA, LLC
 CNU OF ARIZONA, LLC

CNU OF CALIFORNIA, LLC
 CNU OF
COLORADO, LLC
 CNU OF DELAWARE, LLC
 CNU OF FLORIDA, LLC
 CASHNETUSA OF FLORIDA, LLC

CNU OF HAWAII, LLC
 CNU OF IDAHO,
LLC
 CNU OF ILLINOIS, LLC

CNU OF INDIANA, LLC
 CNU OF IOWA,
LLC
 CNU OF KANSAS, LLC

CNU OF LOUISIANA, LLC
 CNU OF MAINE,
LLC
 CASHNET CSO OF MARYLAND, LLC
 CNU OF MICHIGAN, LLC
 CNU OF MINNESOTA, LLC

CNU OF MISSISSIPPI, LLC
 CNU OF
MISSOURI, LLC
 CNU OF MONTANA, LLC
 CNU OF NEVADA, LLC
 CNU OF NEW HAMPSHIRE, LLC

CNU OF NEW MEXICO, LLC
 CNU OF NORTH
DAKOTA, LLC
 CNU OF OHIO, LLC

OHIO CONSUMER FINANCIAL SOLUTIONS, LLC

CNU OF OKLAHOMA, LLC
 CNU OF OREGON,
LLC
 CNU OF RHODE ISLAND, LLC

CNU OF SOUTH CAROLINA, LLC
 CNU OF
SOUTH DAKOTA, LLC
 CNU OF TENNESSEE, LLC
 CNU OF TEXAS, LLC
 CNU OF UTAH, LLC

CNU OF VIRGINIA, LLC
 CNU OF
WASHINGTON, LLC
 CNU OF WISCONSIN, LLC
 CNU OF WYOMING, LLC
 CASHEURONET UK, LLC

DOLLARSDIRECT, LLC
 EURONETCASH,
LLC
 TRAFFICGEN, LLC

				
		 		 	By:	 	 CNU Online Holdings, LLC
 Its
Sole Member

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


  
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 CASH AMERICA INTERNATIONAL, INC. 

AMENDMENT TO CREDIT AGREEMENT 
  

							
		 		 	 AEL NET MARKETING, LLC
 AEL NET OF ARIZONA, LLC
 AEL NET OF ILLINOIS, LLC

AEL NET OF OHIO, LLC
 AEL NET OF SOUTH
CAROLINA, LLC
 AEL NET OF WISCONSIN, LLC
 ARIZONA CONSUMER FINANCIAL SOLUTIONS, LLC

				
		 		 	By:	 	 CNU Online Holdings, LLC
 Its
Sole Member

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

  

							
		 		 	 CASHNETUSA CO LLC
 CASHNETUSA OR LLC
 THE CHECK GIANT NM, LLC

				
		 		 	By:	 	 Cash America Net of New Mexico, LLC
 Its Sole Member

				
		 		 		 	 By: CNU Online Holdings, LLC

        Its Sole Member

				
		 		 		 	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
 Its
Sole Member

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


  








  

							
	ADMINISTRATIVE AGENT:	 		 	 WELLS FARGO BANK, NATIONAL ASSOCIATION, as a

Lender and as Administrative Agent

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








  

							
	LENDERS:	 		 	JP Morgan Chase Bank, N.A., as a Lender
				
		 		 	By:	 	/s/ Lindsey M. Hester
		 		 	Name:	 	Lindsey M. Hester
		 		 	Title:	 	Bank Senior








  

							
	LENDERS:	 		 	KEYBANK NATIONAL ASSOCIATION, as a Lender
				
		 		 	By:	 	/s/ Matthew A. Lambes
		 		 	Name:	 	Matthew A. Lambes
		 		 	Title:	 	Vice President








  

							
	LENDERS:	 		 	U.S. Bank, N.A., as a Lender
				
		 		 	By:	 	/s/ Patrick McGraw
		 		 	Name:	 	Patrick McGraw
		 		 	Title:	 	Vice President








  

							
	LENDERS:	 		 	 First Tennessee Bank National Association,
 a national banking association, as a Lender

				
		 		 	By:	 	/s/ Glynn M. Alexander, Jr.
		 		 	Name:	 	Glynn M. Alexander, Jr.
		 		 	Title:	 	Senior Vice President








  

							
	LENDERS:	 		 	Amegy Bank, N.A., as a Lender
				
		 		 	By:	 	/s/ Monica Libbey
		 		 	Name:	 	Monica Libbey
		 		 	Title:	 	Vice President








  

							
	LENDERS:	 		 	BOKF, N.A. dba Bank of Texas, as a Lender
				
		 		 	By:	 	/s/ Alan Morris
		 		 	Name:	 	Alan Morris
		 		 	Title:	 	Vice President








  

							
	LENDERS:	 		 	TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, as a Lender
				
		 		 	By:	 	/s/ Barry Kromann
		 		 	Name:	 	Barry Kromann
		 		 	Title:	 	Executive Vice President