exv10w1






Exhibit 10.1




Dated: 7th May 2008




REVOLVING CREDIT FACILITY AGREEMENT




£7,500,000




FACILITY AGREEMENT




for




CASH AMERICA INTERNATIONAL INC




 









 





THIS AGREEMENT is made between:





	(1)	 	CASH AMERICA INTERNATIONAL INC (the “Borrower”) of 1600 West 7th
Street, Fort Worth, Texas 76102-2599; and
	 
	(2)	 	BARCLAYS BANK PLC (the “Bank”) of Level 11, 1 Churchill Place, London E14 5HP.





IT IS AGREED as follows:





	1.	 	Definitions and Interpretations
	 
	 	 	In this Agreement, unless the context requires otherwise:
	 
	 	 	“Advance” means the principal amount of each borrowing made or to be made under
the Facility or (as the case may be) the principal amount for the time
being outstanding in respect of such borrowing;
	 
	 	 	“Applicable Margin” means on and from the date of this Agreement 1.10 per cent.
per annum, and thereafter shall be determined in accordance with the table
below, provided that if an Event of Default is outstanding, the Applicable
Margin shall be the highest applicable margin.





	 	 	 
	Leverage Ratio (as calculated under paragraph 17.2.2 below and confirmed in the	 	Applicable Margin
	latest compliance certificate provided to the Bank)	 	(per cent. per annum)
	Up to 1.5 to 1.0
	 	1.10
	Greater than or equal to 1.5 to 1.0, but less than 2.0 to 1.0
	 	1.325
	Greater than or equal to 2.0:1.0
	 	1.575







“Business Day” means a day (other than a Saturday or Sunday) on which the Bank
is ordinarily open to effect transactions of the kind contemplated in this
Agreement and, if a payment is to be made in euros, on which such payment
system as the Bank chooses is operating for the transfer of funds for the
same day value;




“constitutional documents” means the incorporation or other formation documents
filed with the applicable governing authority and, as applicable, the
bylaws, limited partnership agreement, limited liability company
regulations or similar document.




“Drawdown Notice” means a notice substantially in the form of Schedule 2 ;




“EMU” mean Economic and Monetary Union as contemplated in the Treaty
establishing the European Community, as amended from time to time;




“euro” or “€” means the single currency of the participating Member States
adopted under Council Regulation (EC) No 974/98;




“Event of Default” means any event or circumstance referred to in clause 18;



 









 






“Facility” means the loan facility made available under this Agreement (as
reduced from time to time in accordance with its provisions);




“Finance Document” means any of this Agreement and/or any guarantee and/or
security documents entered into in connection with clause 5 of this
Agreement;




“Group” means the Borrower and its Subsidiaries (and “member of the Group” shall
be construed accordingly);




“indebtedness” includes any obligation, whether incurred as principal or surety,
for the payment or repayment of money, whether actual or contingent,
present or future, secured or unsecured;




“Interest Period” means, for an Advance or an overdue amount, each successive
period selected under this Agreement for the purpose of calculating the
interest rate from time to time applicable to that Advance;




“Loan” means the aggregate principal amount of all Advances for the time being
outstanding;




“Mandatory Costs” means the percentage rate per annum calculated by the Bank in
accordance with Schedule 3;




“month” means a period starting on one day in a calendar month and ending on the
corresponding day in the next calendar month or, if that is not a Business
Day, on the next Business Day unless that falls in another calendar month
in which case it shall end on the preceding Business Day, save that where a
period starts on the last Business Day in a month or there is no
corresponding day in the month in which the period ends, that period shall
end on the last Business Day in the later month;




“person” includes any person, firm, company, corporation, government, state or
agency of a state or any association or partnership (whether or not having
separate legal personality) or two or more of the foregoing;




“Potential Event of Default” means any event or circumstance which, with the
expiry of a grace period, giving of notice, or fulfilment of any other
condition, would be an Event of Default;




“Reputation Risk Event” means any act, matter, event or circumstance which
results in, or could, in the reasonable opinion of the Bank be expected to
result in, damage to the reputation of any part of the Barclays Group;




“Security Interest” means a mortgage, charge, pledge, lien or other security
interest securing any obligation of any person or any other agreement or
arrangement having a similar effect;




“Sterling” and “£” mean the lawful currency for the time being of the UK;




“Subsidiary” means a subsidiary undertaking of the Borrower, including, for the
avoidance of doubt, CashEuroNet UK LLC.




“Termination Date” means the date falling 18 months after the date of this
Agreement;




“UK” means the United Kingdom of Great Britain and Northern Ireland;




“VAT” means value added tax or any similar tax substituted for it from time to
time.



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	1.2	 	References to any statutory provision includes any amended or re-enacted version
of such provision with effect from the date on which it comes into force.
	 
	1.3	 	Save where the context otherwise requires, any expression in this Agreement
importing the singular shall include the plural and vice versa.
	 
	1.4	 	References to a time of the day are references to the time in London.
	 
	1.5	 	If the UK moves to the third stage of EMU, the Bank shall be entitled to make
such changes to the Finance Documents as it reasonably considers are necessary to
reflect the changeover to euro (including, without limitation, the rounding (up or
down) of fixed monetary amounts to convenient fixed amounts in euro and amending
any provisions to reflect the market conventions for a facility of the kind
contemplated in this Agreement).
	 
	1.6	 	A person who is not a party to a Finance Document has no right under the
Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefits
of such Finance Document.
	 
	1.7	 	References to the “Bank”, the “Borrower”, or the parties shall be construed so
as to include its successors in title, permitted assigns and permitted
transferees.
	 
	1.8	 	A “Finance Document” or any other agreement or instrument is a reference to that
Finance Document or other agreement or instrument as amended or novated.
	 
	2.	 	The Facility
	 
	2.1	 	Subject to the terms of this Agreement, the Bank makes available to the Borrower
a sterling revolving loan facility of up to £7,500,000 (seven million five hundred
thousand pounds sterling).
	 
	2.2	 	The offer contained in this Agreement is available for acceptance until 30 June,
2008 after which date the offer will lapse unless extended in writing by the Bank.
	 
	3.	 	Purpose
	 
	 	 	The Borrower shall apply all amounts borrowed by it under this Agreement towards
financing the operations of CashEuroNet UK LLC.
	 
	4.	 	Conditions Precedent
	 
	 	 	The Facility will become available to the Borrower for drawing only upon receipt
by the Bank of the documents and other evidence listed in Schedule 1 in form
and substance satisfactory to the Bank.
	 
	5.	 	Security and Guarantee(s)
	 
	5.1	 	At the date of this Agreement, the Facility is unsecured.
	 
	6.	 	Drawdown
	 
	6.1	 	The Borrower may request an Advance to be made under the Facility by giving such
officer of this branch of the Bank as the Bank may designate a Drawdown Notice by
not later than 12:00 noon on the first day of the Interest Period relating to such
Advance.
	 
	6.2	 	A Drawdown Notice will not be regarded as being duly completed unless:




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	 	(a)	 	it specifies the amount of the proposed Advance (to be in a minimum
amount of £250,000 and a multiple of £250,000) up to the undrawn amount of
the Facility; and
	 
	 	(b)	 	the proposed date of the making of the Advance is a Business Day
falling at least 30 days before the Termination Date.






	6.3	 	No Advance shall be made if, at the drawing date, there would be a breach of any
of the representations and warranties in clause 15 below or a breach of any
covenant in clause 17 below or there exists an Event of Default or a Potential
Event of Default, or if as a result of the Advance, there would be more than 5
Advances outstanding.
	 
	6.4	 	If the conditions set out in this Agreement are met, the Bank shall make the
requested Advance available to the Borrower.
	 
	7.	 	Interest
	 
	7.1	 	Interest will accrue during each Interest Period for an Advance at the rate
determined by the Bank to be the aggregate of (a) the Applicable Margin, (b) the
cost of sterling deposits (being the annual percentage rate at which sterling
deposits are offered by the Bank in the London Interbank Market for delivery on
the first day of that Interest Period in an amount and for a period comparable to
such Advance and such Interest Period) and (c) the Mandatory Cost.
	 
	7.2	 	The Interest Period for an Advance shall be a duration of 1 week, 2 weeks, or 1,
2, 3 or 6 or 12 months (at the Borrower’s option) or such other duration as may be
mutually agreed, commencing on drawdown of that Advance. The Borrower must notify
such officer of this branch of the Bank as the Bank may designate by 12:00 noon at
the latest on the day of drawdown of an Advance of the duration of the Interest
Period selected.
	 
	7.3	 	Interest on each Advance will be calculated on the basis of actual days elapsed
over a 365 day year (or on such other basis as the Bank considers consistent with
the then applicable market practice for facilities of this kind) and will be
payable in arrear by the Borrower on the last Business Day of each Interest Period
relating to such Advance, except that if an Interest Period exceeds six months,
interest shall be payable six monthly in arrear and on the last Business Day of
such Interest Period.
	 
	7.4	 	Reference to the cost of sterling deposits and to the London Interbank Market
shall, if such cost ceases to be market practice/ordinarily used by the Bank for
the purpose of calculating interest on facilities of this kind or such market no
longer exists in comparable form, be construed as meaning the appropriate
alternative cost or source of funds as the case may be, as determined by the Bank.
	 
	8.	 	Interest on an Overdue Amount
	 
	8.1	 	Any money payable under this Agreement which is not paid when due by the Borrower
shall bear interest on a daily basis from the due date to the date of actual
payment. Such interest shall be calculated by reference to such successive
default Interest Periods as the Bank may from time to time select.
	 
	8.2	 	Interest shall be charged at the rate per annum determined by the Bank to be
equal to 1% above the rate applicable under clause 7.1 above. Interest so accrued
shall be due either on demand or (in the absence of demand) on the last day of the
default Interest Period in which it accrued and, if unpaid, shall be compounded on
the last day of that and each successive Interest Period. Interest shall be
charged and compounded on this basis both before and after any judgement obtained
under this Agreement.




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	9.	 	Repayment and Cancellation
	 
	9.1	 	Each Advance shall be repaid on the maturity date of the Interest Period selected
for such Advance. The Facility is revolving however and any amount which has been
repaid will be available for redrawing by way of further Advances in accordance
with clause 6 above.
	 
	9.2	 	All outstanding Advances and other sums (if any) owing under the Facility shall
in any event be repaid or paid in full by the Termination Date.
	 
	9.3	 	The Borrower may at any time by notice to the Bank (effective only on actual
receipt) cancel with effect from a date not less than 30 days after the receipt by
the Bank of such notice the whole or any part (in minimum amounts and multiples of
£500,000) of the Facility which is not (at the proposed date of cancellation)
being borrowed or has not then been requested. Any such notice of cancellation
once given shall be irrevocable.
	 
	9.4	 	The Borrower may at any time following seven days’ irrevocable notice to the Bank
(effective only on actual receipt) prepay the whole or any part (in a minimum
amount and multiples of £500,000) without penalty but subject to Break Costs.
	 
	10.	 	Payments
	 
	10.1	 	All payments by the Borrower, whether of principal, interest or otherwise, shall
be made to the Bank not later than 12 noon on the due date in same day funds (or
as otherwise expressly agreed by the Bank), without set-off or counterclaim and
free of any deduction or withholding for or on account of tax unless the Borrower
is compelled by law to make such a payment subject to the deduction or withholding
of tax (in which case the provisions of clause 11.1 below shall apply).
	 
	10.2	 	The Bank shall be entitled to adjust the dates for the making of payments under
the Facility, and the duration of Interest Periods, where in the Bank’s opinion it
is necessary to do so in order to comply with the practice from time to time
prevailing in the London Interbank Market or any other financial market relevant
for the purposes of the Facility.
	 
	11.	 	Tax
	 
	11.1	 	If the Borrower is compelled by law to make any deduction or withholding for or
on account of tax from any payment, whether of principal, interest or otherwise,
or the Bank is compelled by law to make any payment in respect of tax (other than
tax on overall net income), in each case from or in respect of any amount payable
or paid by the Borrower hereunder, the Borrower will pay to the Bank such
additional amount as is required to ensure that the Bank receives and retains
(free from liability in respect of any such deduction or withholding) a net amount
equal to the full amount which it would have received if no such deduction,
withholding or payment had been made.
	 
	11.2	 	All taxes required by law to be deducted or withheld by the Borrower from any
amounts payable or paid hereunder shall be paid by the Borrower to the appropriate
authority within the time allowed for such payment under applicable law and the
Borrower shall, within 30 days of the payment being made, deliver to the Bank
evidence reasonably satisfactory to the Bank (including all relevant tax receipts)
that the payment has been duly remitted to the appropriate authority.




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	12.	 	Change of Circumstances
	 
	12.1	 	In the event of:






	 	(a)	 	any change in applicable law, regulation or practice resulting in
the Bank being subjected to any new or additional tax, levy, duty, charge,
penalty, deduction or withholding of any nature (other than tax on the
Bank’s overall net profits and gains), or
	 
	 	(b)	 	any existing requirements of any central bank, governmental,
fiscal, monetary, regulatory or other authority in any applicable
jurisdiction affecting the conduct of the Bank’s business being changed or
any new requirements being imposed (whether or not having the force of law)
including, without limitation, any resulting from the introduction or
operation of the euro and a request or requirement which affects the manner
in which the Bank allocates capital resources to its commitments, including
its obligations under this Agreement, or






and the result is in the sole opinion of the Bank (confirmed in writing to the
Borrower and attaching such details as the Bank considers (in its sole opinion)
reasonable) (directly or indirectly) to increase the cost to the Bank of
funding, making available or maintaining the Facility or to reduce the amount of
any payment received or receivable by the Bank or to reduce the effective return
to the Bank, then the Borrower shall pay to the Bank on demand such sum as may
be certified in writing by the Bank to the Borrower as necessary to compensate
the Bank for such increased cost or such reduction.




	12.2	 	At any time following the Bank making a certification under clause 12.1 above,
the Borrower may, if it gives the Bank not less than five Business Days’ (or such
shorter time as the Bank may determine) irrevocable prior notice specifying the
prepayment date, prepay all (but not part) of the Loan without penalty (subject to
any break costs that the Bank, acting reasonably, determines that it will incur in
respect of such prepayment of the Loan (“Break Costs”)).
	 
	 	 	The Borrower shall then be obliged to prepay the Loan to the Bank on such date,
together with all interest accrued to the date of actual payment and all other
sums due to the Bank under this Agreement, including any applicable Break Costs.
	 
	13.	 	Fees
	 
	13.1	 	An arrangement fee in the amount agreed with the Bank will be payable by the
Borrower to the Bank on acceptance of this offer.
	 
	13.2	 	An intial commitment fee of 0.25 per cent. per annum calculated on a daily basis
from the date of the Borrower’s acceptance of this offer on the undrawn portion of
the Facility will be payable by the Borrower to the Bank quarterly in arrear and
on the Termination Date. Following the delivery of the first compliance
certificate, the commitment fee set out above shall vary according to the Leverage
Ratio of the Borrower as set out below, provided that if an Event of Default is
outstanding, the commitment fee payable shall be highest applicable rate.




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	Leverage Ratio (as calculated under paragraph 17.2.2 below and confirmed	 	 
	in the latest compliance certificate provided to the Bank)	 	Commitment fee (per cent. per annum)
	Up to 1.5:1.0
	 	0.25
	Greater than or equal to 1.5:1.0, but less than 2.0:1.0
	 	0.25
	Greater than or equal to 2.0:1.0
	 	0.30







	13.3	 	Any fee referred to in clauses 13.1 and 13.2 is exclusive of any VAT which might
be chargeable in connection with that fee. If any VAT is so chargeable, it shall
be paid by the Borrower to the Bank at the same time as it pays the relevant fee.
	 
	14.	 	Legal, Valuation and other Expenses






	 	(i)	 	any pre-agreed legal and valuation fees and expenses (including
documentation fees) (including any applicable VAT) and other out of pocket
expenses (including any applicable VAT) incurred by the Bank in connection
with the preparation, execution and implementation of this Agreement (and
the documents referred to herein); and
	 
	 	(ii)	 	all legal and valuation and other expenses (whether pre-agreed with
the Borrower or not) in connection with the enforcement and preservation by
the Bank of its rights under this Agreement and/or such documents,






will be reimbursed by the Borrower on demand by the Bank on a full indemnity
basis (whether or not the Facility is drawn down) and may be debited to the
Borrower’s account with the Bank without further authority from the Borrower.




	15.	 	Representations and Warranties
	 
	15.1	 	By accepting this Agreement, the Borrower represents and warrants to the Bank on
the date of this Agreement that:






	 	(a)	(i) 	   it is a corporation, duly incorporated and validly existing
under the law of its jurisdiction of incorporation;
	 
	 	 	(ii) 	   it and each of its Subsidiaries has the power to
own its assets and carry on its business as it is being conducted;






	 	(b)	 	the obligations expressed to be assumed by it in the Finance
Documents to which it is a party, are legal, valid, binding and enforceable
obligations;
	 
	 	(c)	 	the entry into and performance by it of, and the transactions
contemplated by, the Finance Documents to which it is a party do not and
will not conflict with:






	 	(i)	 	any law or regulation applicable to it or any of
its Subsidiaries;
	 
	 	(ii)	 	its and each of its Subsidiaries’ constitutional
documents; or
	 
	 	(iii)	 	any agreement or instrument binding upon it or any
of its Subsidiaries or any of its or any of its Subsidiaries’
assets;




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	 	(d)	 	it and each of its Subsidiaries has the power to enter into,
perform and deliver, and has taken all necessary action to authorise its
entry into, performance and delivery of, those Finance Documents to which
it is a party and the transactions contemplated by such Finance Documents;
	 
	 	(e)	 	all authorisations required or desirable to enable it lawfully to
enter into, exercise its rights and comply with its obligations in this
Agreement have been obtained or effected and are in full force and effect;
	 
	 	(f)	(i) 	no Event of Default is continuing or might reasonably be
expected to result from the making of any Advance;
	 
	 	 	(ii) 	no other event or circumstance is outstanding which
constitutes a default under any other agreement or instrument which
is binding on it or any of its Subsidiaries or to which its (or its
Subsidiaries’) assets are subject which might have a material
adverse effect on the financial condition or business operations of
the Borrower;






	 	(g)	(i) 	any factual information provided by it to the Bank was true and
accurate in all material respects as at the date it was provided or as at
the date (if any) at which it is stated;
	 
	 	 	(ii) 	any financial projections provided by it to the
Bank have been prepared on the basis of recent historical
information on the basis of reasonable assumptions;
	 
	 	 	(iii) 	nothing has occurred since the date that any such
information was provided or has been omitted from such information
provided to the Bank and no information has been given or withheld
by it or any member of the Group that results in the information
supplied being untrue or misleading in any material respect;






	 	(h)	(i) 	its most recent accounts provided by the Borrower were prepared
in accordance with US GAAP consistently applied unless expressly disclosed
to the Bank in writing to the contrary before the date of this Agreement;
	 
	 	 	(ii) 	its most recent accounts provided by the Borrower
fairly represent its financial condition and operations during the
relevant financial year unless expressly disclosed to the Bank in
writing to the contrary before the date of this Agreement;
	 
	 	 	(iii) 	there has been no material adverse change in its
business or financial condition (or the business or consolidated
financial condition of the Group) or the trading position or
prospects of the Borrower since the date to which the latest
audited consolidated accounts of the Borrower made available to the
Bank were prepared;






	 	(i)	 	its payment obligations under the Finance Documents rank at least
pari passu with the claims of all its other unsecured and unsubordinated
creditors, except for obligations mandatorily preferred by law applying to
companies generally;
	 
	 	(j)	 	except for litigation, arbitration or administrative proceedings
disclosed in the Borrower’s filings with the Securities and Exchange
Commission or pursuant to Section 17.1 (h) of this Agreement, no
litigation, arbitration or administrative proceedings of or before any
court, arbitral body or agency which, if adversely




8









 






	 	 	 	determined, might reasonably be expected to have a material adverse
effect on the financial condition or business operations of the Borrower
or any Subsidiary have (to the best of its knowledge and belief) been
started or threatened against it or any of its Subsidiaries; and






	 	(k)	 	neither the Borrower’s acceptance of this offer nor the performance
by it of its obligations or the exercise of any of its rights under the
terms of any Finance Document will result in the existence of, or oblige
the Borrower or any Subsidiary to create, any Security Interest in favour
of any third party (other than the Bank) over the whole or any part of the
undertaking or assets, present or future, of the Borrower or any Subsidiary
and these are no subsisting mortgage, charges or other Security Interests
affecting any of the undertaking, property assets or revenues of the
Borrower any subsidiary other than those detailed within clause 17.1(c)
below; and
	 
	 	(l)	 	all payments by the Borrower to the Bank under the Facility may be
made free and clear of any deductions or withholdings on account of taxes.






	15.2	 	The Borrower shall be deemed to repeat the representations and warranties
contained in clause 15.1 on each occasion when an Advance is drawn down and on
each interest payment date (and in any event at intervals not exceeding six
months) by reference to the facts and circumstances then existing.
	 
	16.	 	Information
	 
	16.1	 	The Borrower undertakes to provide to the Bank:






	 	(a)	 	(i) quarterly management accounts (including trading and profit and
loss account and balance sheet) of CashEuroNet UK LLC as soon as they are
available and in any event no later than 60 days after the quarter end; and
(ii) copy of the Borrower’s annual SEC 10K filing on an annual basis no
later than 120 days after the financial year end of the Borrower, and copy
of the Borrower’s quarterly SEC 10Q filing for each quarter (except the
final quarter of the year) no later than 60 days after the end of the
quarter
	 
	 	(b)	 	copies of any circular issued to shareholders or holders of loan
capital and not available at www.sec.gov;
	 
	 	(c)	 	any other information which the Bank may request from time to time
including the provision of a certificate of compliance on a quarterly basis
and within 60days of the end of the relevant quarter in respect of the
covenants detailed in clause 17.2 below certified by an officer of the
Borrower.






	16.2	 	In the event of the Borrower adopting any proposed change in accounting
principles for the purposes of its audited consolidated accounts from those on the
basis of which its most recent audited consolidated accounts as at the date of
this Agreement were prepared, then, if the Bank is of the opinion that any such
change materially affects any of the financial covenants detailed in clause 17.2
below, it shall be entitled to require such financial covenants to be amended in
such manner as it may deem appropriate to reflect such change.
	 
	17.	 	Covenants
	 
	17.1	 	By accepting this Agreement, the Borrower undertakes for so long as any liability
remains outstanding hereunder that, save with the prior written consent of the
Bank:




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	 	(a)	 	The Borrower shall promptly:






	 	(i)	 	obtain, comply with and do all that is necessary to
maintain in full force and effect any authorisation required under
any law or regulation of its jurisdiction of incorporation to
enable it to perform its obligations under the Finance Documents
and to ensure the legality, validity, enforceability or
admissibility in evidence in its jurisdiction of incorporation of
the Finance Documents; and
	 
	 	(ii)	 	supply certified copies to the Bank of any
authorisation required under any law or regulation applicable in
the United Kingdom to operate its business in the United Kingdom,
except as already provided under Schedule 1 .






	 	(b)	 	The Borrower shall comply in all respects with all laws and
regulations to which it may be subject, including those relating to the
environment.
	 
	 	(c)	(i) 	The Borrower shall not (and the Borrower shall also ensure that
no other member of the Group will) create or permit to subsist any Security
Interest over any of its assets.
	 
	 	 	(ii) 	The Borrower shall not (and the Borrower shall also
ensure that no other member of the Group will):






	 	(A)	 	sell, transfer or otherwise dispose
of any of its assets on terms whereby they are or may be
leased to or re-acquired by the Borrower or any other
member of the Group;
	 
	 	(B)	 	sell, transfer or otherwise dispose
of any of its receivables on recourse terms;
	 
	 	(C)	 	enter into any arrangement under
which money or the benefit of a bank or other account may
be applied, set-off or made subject to a combination of
accounts; or
	 
	 	(D)	 	enter into any other preferential
arrangement having a similar effect,






in circumstances where the arrangement or transaction is entered
into primarily as a method of raising indebtedness or of
financing the acquisition of an asset.




	 	 	(iii) 	Paragraphs (i) and (ii) above do not apply to:






	 	(A)	 	any Security Interest disclosed to
the Bank in writing prior to the date of this Agreement
except to the extent the principal amount secured by that
Security Interest exceeds the amount stated in that letter;
	 
	 	(B)	 	any netting or set-off arrangement
entered into by any member of the Group in the ordinary
course of its banking arrangements for the purpose of
netting debit and credit balances;




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	 	(C)	 	any lien arising by operation of law, including, without
limitation:






	 	I.	 	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 payable or if the same are being
contested in good faith and as to which adequate
reserves have been provided;
	 
	 	II.	 	liens for taxes,
assessments and governmental charges or levies
imposed upon a person or upon such person’s income
or profits or property, if the same are not yet due
and payable or if the same are being contested in
good faith and as to which adequate reserves have
been provided;
	 
	 	III.	 	encumbrances
consisting of zoning restrictions, easements, or
other restrictions on the use of real property,
provided that such do not impair the use of such
real property for the uses intended, and none of
which is violated by existing or proposed structures
or land use;
	 
	 	IV.	 	liens arising by
operation of law in connection with judgments being
appealed;






	 	(D)	 	any lien arising in the ordinary
course of trading and securing amounts not more than 90
days overdue for payment;
	 
	 	(E)	 	Pledges or deposits made to secure
payment of worker’s compensation (or to participate in any
fundin connection with worker’s compensation), umemployment
insurance, pensions or social security programs;
	 
	 	(F)	 	good faith deposits in connection
with tenders, leases, real estate bids or contracts (other
than contracts involving the borrowing of money), pledges
or deposits 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)	 	Contractual or statutory landlord’s
liens arising in the ordinary course of the Borrower’s or
any Subsidiary’s leasing activities;
	 
	 	(H)	 	any Security Interest over or
affecting any asset acquired by a member of the Group or
over or affecting any asset of any company acquired by a
member of the Group, in each case after the date of this
Agreement, if:






	 	(i)	 	the Security Interest
was not created in contemplation of the acquisition
of that asset or that company by a member of the
Group;




11









 












	 	(ii)	 	the principal amount
secured has not been increased in contemplation of,
or since the acquisition of that asset or that
company by a member of the Group; and
	 
	 	(iii)	 	any Security
Interest is removed or discharged within 6 months of
the date of acquisition of such asset or such
company;






	 	(I)	 	any Security Interest entered into
pursuant to any security agreement contemplated by clause 5
of this Agreement, or as the Bank my specifically approve
in writing;






	 	(iv)	 	Paragraph (ii) above does not apply apply to any
sale, lease, transfer, other disposal or arrangement where the
higher of the market value or consideration receivable (when
aggregated with the higher of the market value or consideration
receivable for any other sale, lease, transfer, other disposal or
arrangement, other than any permitted under paragraph (iii) above
does not exceed 15% of Net Worth in any financial year.






	 	(d)	(i) 	The Borrower shall not (and the Borrower shall ensure that no
other member of the Group will), enter into a single material transaction
or a series of transactions (whether related or not) and whether voluntary
or involuntary to sell, lease, transfer or otherwise dispose of any asset.
	 
	 	 	(ii) 	Paragraph (i) above does not apply to any sale,
lease, transfer or other disposal:






	 	(a)	 	made in the ordinary course of trading of the disposing
entity; or
	 
	 	(b)	 	of assets in exchange for assets
comparable or superior as to type, value and quality.






	 	(e)	 	The Borrower shall not (and the Borrower shall ensure that no other
member of the Group will) enter into any amalgamation, demerger, merger or
corporate reconstruction which involves a third party or person not
affiliated with Borrower on the effective date of this facility.
	 
	 	(f)	 	The Borrower shall procure that no substantial change is made to
the general nature of the business of the Borrower or the Group from that
carried on at the date of this Agreement.
	 
	 	(g)	 	The Borrower shall maintain adequate insurance on and in relation
to its business and assets with reputable underwriters or insurance
companies against such risks to the extent usual for persons carrying on a
business such as that carried on by the Borrower and each of its
Subsidiaries and such other risks as the Bank may from time to time
reasonably require.
	 
	 	(h)	 	The Borrower shall forthwith, upon becoming aware of it, inform the
Bank of any material litigation, arbitration or administration proceeding
pending or, to the best of its knowledge, information and belief,
threatened against the Borrower or any Subsidiary that would, to the best
of the Borrower’s knowledge, would, if decided adversely to the Borrower or
Subsidiary, as the case may be, result in a material adverse effect on the
Borrower’s financial 




12









 






	 	 	 	condition or results of operation or the financial
condition or results of operation of the Group as a whole.






	 	(i)	 	The Borrower shall forthwith, upon becoming aware of it, inform the
Bank of the occurrence of any Event of Default or Potential Event of
Default and also inform
the Bank of any steps taken or proposed to be taken to remedy or
mitigate the effect of any such event.
	 
	 	(j)	 	The Borrower’s obligations under the Finance Documents shall at all
times rank at least pari passu with the claims of all its other unsecured
and unsubordinated creditors, except for obligations mandatorily preferred
by law applying to companies generally.






	17.2	 	Financial Covenants
	 
	 	 	By accepting this Agreement, the Borrower undertakes as set out below for so
long as any liability remains outstanding hereunder, save with the prior written
consent of the Bank.






17.2.1 Minimum Net Worth




The Borrower shall not permit Net Worth to be less than the sum of:




	 	(i)	 	$355,763,250: plus
	 
	 	(ii)	 	50 per cent. of Net Income (with no deduction for net losses during
any quarterly period) earned after September 30th 2006; plus
	 
	 	(iii)	 	100 per cent. of Net Proceeds earned after September 30th
2006.






17.2.2 Leverage Ratio




The Borrower shall not permit the Leverage Ratio as of the end of any fiscal
quarter of the Borrower to be greater than 3.00:1.




17.2.3 Debt Service Cover Ratio




Consolidated EBITDA plus rent and lease expense, in each case for the period of
four consecutive fiscal quarters ending on such date shall not be less than 1.75
times the sum of the sum of (i) Interest Expense, plus (ii) all scheduled principal
payments on Consolidated Total Borrowings (specifically excluding any unscheduled
mandatory prepayments and any optional prepayments on Consolidated Total
Borrowings), plus (iii) rent and lease expense, in each case for the four
consecutive fiscal quarters ending on such date.




For the purposes of this paragraph 17:




“Leverage Ratio” means for the purpose of any date of determination the ratio of
Consolidated Total Net Borrowings to EBITDA for the period of the four consecutive
fiscal quarters ending on such date.




“Consolidated Total Net Borrowings” means at any time Consolidated Total Borrowings
less Consolidated Cash and Cash Equivalents.




“Consolidated Total Borrowings” means, in respect of the Group, at any time the
aggregate of the following liabilities calculated at the nominal, principal or
other amount at which the



13









 







liabilities would be carried in a consolidated balance sheet of the Borrower drawn
up at that time:




	 	(i)	 	any moneys borrowed;
	 
	 	(ii)	 	any acceptance under any acceptance credit (including any
dematerialised equivalent);
	 
	 	(iii)	 	any bond, note, debenture, loan stock or other similar instrument;

	 
	 	(iv)	 	any indebtedness under a finance or capital lease;
	 
	 	(v)	 	any moneys owing in connection with the sale or discounting of
receivables (except to the extent that there is no recourse);
	 
	 	(vi)	 	any amounts attributable to any redeemable preference shares;
	 
	 	(vii)	 	any indebtedness arising from any deferred payment agreements
arranged primarily as a method of raising finance or financing the acquisition
of an asset deemed payable and appears on the consolidated balance sheet of
the Borrower; and
	 
	 	(viii)	 	any indebtedness arising in connection with any other transaction (including
any forward sale or purchase agreement) which has the commercial effect of a
borrowing






14











 






“EBITDA” has the meaning with respect to any period Net Income for such period,
excluding




	 	(i)	 	any depreciation or amortisation whatsoever;
	 
	 	(ii)	 	all extraordinary items (whether positive or negative);
	 
	 	(iii)	 	any amount of tax on profits, gains or income paid or payable by the
Group and any amount of any rebate or credit in respect of tax on profits, gains
or income received or receivable by the Group;
	 
	 	(iv)	 	Interest Expense;
	 
	 	(v)	 	to the extent otherwise included, any unrealised gains or losses due to
exchange rate movements; and
	 
	 	(vi)	 	including upon the acquisition of any assets which generate EBITDA
(whether positive or negative) or the disposition of any assets which prior to
such disposition generated EBITDA (whether positive or negative), include the
actual trailing 12 month EBITDA of the acquired assets, or exclude the actual
trailing 12 month EBITDA of the disposed assets, as the case may be.






“Consolidated Cash and Cash Equivalents” means, as of any date of determination, is
the amount equal to the amount of cash and cash equivalents, determined in
accordance with US GAAP, as it appears on the consolidated balance sheet of the
Borrower and the consolidated Subsidiaries, in each case as of such date of
determination.




“Interest Expense” means, whether paid or accrued (including the interest component
of any finance lease) of the Borrower and its Subsidiaries, all as determined in
accordance with US GAPP as it appears in the consolidated income statement of the
Borrower and its consolidated Subsidiaries.




“Net Worth” means, as of any date, the total shareholder’s equity (including
common stock and any receivables secured by common stock, additional paid-in
capital, and retained earnings after deducting treasury stock) which would appear
on the consolidated balance sheet of the Borrower as of such date in accordance
with US GAAP, but excluding all other comprehensive income or losses resulting from
foreign currency translation adjustments or derivative value fluctuation.




“Net Income” means, with respect to any period, the net income or loss of the
Borrower on a consolidated basis for such period, determined in accordance with US
GAAP.




“Net Proceeds” is equal to the additional paid-capital excluding any amounts
attributable to the issuance of shares under restricted stock units plan for that
period (other than issuance to the Borrower or a wholly-owned subsidiary).




	18.	 	Events of Default
	 
	 	 	Each of the events or circumstances set out in this clause 18 is an Event of
Default.






	 	(a)	 	The Borrower does not pay on the due date any amount payable
pursuant to any Finance Document at the place at and in the currency in
which it is expressed to be payable unless:






	 	(i)	 	its failure to pay is caused by administrative or technical error;
and
	 
	 	(ii)	 	payment is made within three Business Days of its due date.






	 	(b)	 	The Borrower does not comply with any provision of any Finance
Document (other than those referred to in clause 18(a)).




15









 












	 	(c)	 	Any representation or statement made or deemed to be made by the
Borrower in the Agreement or any other document delivered by or on behalf
of the Borrower under or in connection with any Finance Document is or
proves to have been incorrect or misleading in any material respect when
made or deemed to be made.
	 
	 	(d)	 	any indebtedness of the Borrower under any line of credit with
banks or other lenders, or under any debt instruments issued by Borrower,
or any guaranty of such indebtedness by any Subsidiary becomes immediately
due and payable, or capable of being declared so due and payable, prior to
its stated maturity, by reason of default, or the Borrower or any
Subsidiary fails to discharge any such indebtedness on its due date or
within any originally applicable grace period (other than a liability which
the Borrower or the relevant Subsidiary is contesting in good faith on the
basis of favourable legal advice).





	 	(e)	 	(i) 	 	A member of the Group is unable or admits inability to pay its
debts as they fall due, suspends making payments on any of its debts or, by
reason of actual or anticipated financial difficulties, commences
negotiations with one or more of its creditors with a view to rescheduling
any of its indebtedness.






	 
	 	(ii)	 	The value of the consolidated assets of the
Borrower is less than its consolidated liabilities (taking into
account contingent and prospective liabilities).
	 
	 	(iii)	 	A moratorium is declared in respect of any
indebtedness of any member of the Group.






	 	(f)	 	Any corporate action, legal proceedings or other procedure or step
is taken in relation to:






	 	(i)	 	the suspension of payments, a moratorium of any
indebtedness, winding-up, dissolution, administration or
reorganisation (by way of voluntary arrangement, scheme of
arrangement or otherwise) of any member of the Group other than a
solvent liquidation or reorganisation of any member of the Group
which is not a Borrower;
	 
	 	(ii)	 	a composition, assignment or arrangement with any
creditor of any member of the Group;
	 
	 	(iii)	 	the appointment of a liquidator (other than in
respect of a solvent liquidation of a member of the Group which is
not the Borrower), receiver, administrator, administrative
receiver, compulsory manager or other similar officer in respect of
any member of the Group or any of its assets; or
	 
	 	(iv)	 	enforcement of any Security Interest over any
assets of any member of the Group,






or any analogous procedure or step is taken in any
jurisdiction.




	 	(g)	 	Any expropriation, attachment, sequestration, distress or execution
affects any asset or assets of a member of the Group.
	 
	 	(h)	 	The Borrower or the Group taken as a whole ceases or threatens to
cease to carry on all or a substantial part of its business or operations,
or selling,




16









 












transferring or otherwise disposing of the whole or a substantial part
of its undertaking or assets, whether by a single transaction or a
number of transactions, without the prior written consent of the Bank.




	 	(i)	 	Control of the Borrower passes or having passed, whether by virtue
of any agreement, offer, scheme or otherwise, to any person or persons
(including institutions or companies), either acting individually or in
concert, without the prior written consent of the Bank.
	 
	 	(j)	 	CashEuroNet UK LLC ceases to be a Subsidiary of the Borrower.
	 
	 	(k)	 	It is or becomes unlawful for a Borrower to perform any of its
obligations under a Finance Document to which it is a party.
	 
	 	(k)	 	The Borrower repudiates any Finance Document or evidences an
intention to repudiate any Finance Document.
	 
	 	(l)	 	The cessation for any reason of any consent, authorisation, licence
and/or exemption which is required to enable the Borrower or any Subsidiary
to carry on all or part of its business, or the taking by any governmental,
regulatory or other authority of any action in relation to the Borrower or
any Subsidiary (whether or not having the force of law) which could have a
material adverse effect on all or part of such business.






On and at any time after an Event of Default, the Bank’s commitment to make
available the Facility (or any undrawn balance) shall cease and the Loan and all
accrued interest and other amounts owing under the Finance Documents shall
become repayable forthwith on demand in writing made by the Bank at any time.




	19.	 	Assignment and Transfer
	 
	19.1	 	The Borrower may not assign or transfer any of its rights or obligations under or
in respect of any Finance Document.
	 
	19.2	 	The Bank may, at any time, assign, transfer or novate either in law or in equity
all or any of its rights, benefits and/or obligations in respect of this
Agreement, in whole or in part, to (i) any bank(s), financial institution(s),
trust(s), fund(s) or other entity which is regularly engaged in or established for
the purpose of making, purchasing or investing in loans, securities or other
financial assets and/or (ii) any other person in connection with a securitisation
of all or any part of the Bank’s loan assets from time to time.
	 
	19.3	 	A transfer by the Bank of any of its obligations hereunder will only be effective
if the person to which the Bank novates or assigns all or any part of its
obligations hereunder shall first confirm to the Borrower and the Bank, in a form
and substance satisfactory thereto, that it agrees to be bound by the terms of
this Agreement in respect of such obligations, whereupon, to the extent that the
Bank seeks to transfer its obligations hereunder:






	 	(a)	 	the Bank and the Borrower shall be released from further
obligations towards each other hereunder (the “discharged obligations”) and
their respective rights against each other shall be cancelled (the
“discharged rights”); and
	 
	 	(b)	 	the Borrower and the proposed transferee shall:






	 	(i)	 	assume obligations towards each other which differ
from the discharged obligations only insofar as they are owed to or
assumed by the proposed transferee and not the Bank; and




17









 












	 	(ii)	 	acquire rights against each other which differ from
the discharged rights only insofar as they are exercisable by or
against the proposed transferee and not the Bank.






	19.4	 	The Borrower acknowledges that any person to which the rights, benefits and/or
obligations of the Bank may from time to time be so assigned, transferred or
novated, shall be entitled to share the benefit of this Agreement as if such
person had constituted an original lender under this Agreement to the extent of
such assignment, transfer or novation.
	 
	19.5	 	The Borrower irrevocably authorises the Bank, at its discretion, at any time or
from time to time, to disclose any information concerning the Borrower, its
Subsidiaries and the Facility to (i) any associated company of the Bank, (ii) any
actual or prospective assignee or transferee referred to in clause 19.2, (iii) any
actual or prospective sub-participant and (iv) any other person who, in the Bank’s
opinion, requires such information in connection with any arrangements relating to
a transaction contemplated in clause 19.2. The above authority is without
prejudice to the Bank’s right or duty of disclosure implied or required by law or
otherwise.
	 
	19.6	 	The Borrower agrees to execute and deliver, or to procure the execution and
delivery of, such document(s), and/or shall accept or procure the acceptance of
such amendments to this Agreement as may in each case be requested by the Bank in
connection with such assignment, transfer or novation.
	 
	20.	 	Set-off
	 
	 	 	Any sum of money at any time standing to the credit of the Borrower with the
Bank in any currency upon any account or otherwise may be applied by the Bank,
at any time after the occurrence of any Event of Default (without notice to the
Borrower), in or towards the payment or discharge of any indebtedness now or
subsequently owing to the Bank by the Borrower and the Bank may use any such
money to purchase any currency or currencies required to effect such
application.
	 
	21.	 	Notices






Every notice, request or other communication shall be:




	 	(a)	 	in writing delivered personally, or by prepaid first class letter
by, facsimile transmission or by overnightcourier;
	 
	 	(b)	 	deemed to have been received, in the case of a letter when
delivered personally or 96 hours after it has been sent by first class
post or, in the case of facsimile transmission, at the time of transmission
with a facsimile transmission report or other appropriate evidence
(provided that if the date of transmission is not a Business Day it shall
be deemed to have been received at the opening of business on the next
Business Day), or in the case of an overnight or similar courier, when
actually received and shall be irrevocable; and
	 
	 	(c)	 	sent (i) to the Borrower at the address stated at the beginning of
this Agreement and (ii) to the Bank at the branch address stated at the
beginning of this Agreement, or to such other address in England as may be
notified in writing by the relevant party to the other party.






All communications by the Borrower shall be effective only on actual receipt by
the Bank.



18









 







The address for notices for the Bank is:




Barclays Bank PLC

Financial Services Team

Level 11

1 Churchill Place

London E14 5HP

United Kingdom

Attention: David Simpson






Phone: +44 (0) 20 7116 5352

Fax: +44 (0) 20 7116 7643

E mail: david.f.simpson@barclayscorporate.com






The address for notices for the Borrower is:






Cash America International Inc

1600 West 7th Street

Fort Worth

Texas 76102-2599

United States of America

Attention: Austin Nettle






Fax: +00 1 817 570 1733




	22.	 	Determinations
	 
	 	 	All notifications or determinations given or made by the Bank under any Finance
Document shall be conclusive and binding on the Borrower, except in any case of
manifest error.
	 
	23.	 	Remedies and waivers
	 
	 	 	No delay or omission by the Bank in exercising any right or power under any
Finance Document shall impair such right or power, and any single or partial
exercise of it shall not preclude any other or further exercise of it or the
exercise of any other right or power. The rights and remedies of the Bank under
any Finance Document are cumulative and not exclusive of any right or remedy
provided by law.
	 
	24.	 	Indemnity
	 
	24.1	 	The Borrower shall indemnify the Bank on demand (without prejudice to the Bank’s
other rights) for any expense, loss or liability incurred by the Bank in
consequence of (i) any failure by the Borrower to borrow in accordance with a
notice of drawing given by it to the Bank, or (ii) any default or delay by the
Borrower in the payment of any amount when due under any Finance Document, or
(iii) the occurrence or continuance of any event referred to in clause 18 above,
or (iv) all or part of an Advance being prepaid or becoming repayable otherwise
than on the maturity of the then current Interest Period or the repayment date (as
the case may be) applicable to such Advance, including, without limitation, any
loss (including loss of margin), expense or liability sustained or incurred by the
Bank in any such event in liquidating or re-deploying funds acquired or committed
to fund, make available or maintain that Advance (or any part of it).










19









 












	24.2	 	If, for any reason, any amount payable under any Finance Document is paid or is
recovered in a currency (the “other currency”) other than that in which it is
required to be paid (the “contractual currency”), then, to the extent that the
payment to the Bank (when converted at the then applicable rate of exchange) falls
short of the amount unpaid under any Finance Document, the Borrower shall, as a
separate and independent obligation, fully indemnify the Bank on demand against
the amount of the shortfall. For the purposes of this clause the expression “rate
of exchange” means the rate at which the Bank is able as soon as practicable after
receipt to purchase the contractual currency in London with the other currency.
	 
	25.	 	Illegality
	 
	 	 	If, at any time, the Bank determines that:






	 	(a)	 	it is, or will become, unlawful for it to carry out any of its
obligations towards the Borrower under this Agreement; or
	 
	 	(b)	 	a Reputation Risk Event occurs,






then, upon the Bank notifying the Borrower of such event arising or existing in
connection with the Borrower or any person related to the Borrower or any
Finance Document, the Borrower shall prepay, within 30 days after the date of
notification or on such earlier date (if any) as the Bank shall certify to be
necessary to comply with the relevant law or directive, any relevant Advances,
together with any accrued interest thereon and all other sums due to the Bank
under this Agreement.




	26.	 	Governing Law and Jurisdiction
	 
	26.1	 	This Agreement shall be governed by and construed in accordance with English law.
	 
	26.2	 	The Borrower hereby irrevocably submits, for the exclusive benefit of the Bank,
to the jurisdiction of the High Court of Justice in England (but without prejudice
to the right of the Bank to commence proceedings against the Borrower in any other
jurisdiction) and irrevocably waives any objections on the ground of venue or
forum non conveniens or any similar grounds.
	 
	26.3	 	The Borrower irrevocably appoints Abogado Nominees Limited of 100 New Bridge
Street, London EC4V 6JA to act as its agent for service process in England. Any
writ, judgment or other notice of legal process shall be sufficiently served on
the Borrower if delivered to such agent at its registered office (in the case of a
company) or its existing or last known place of business or abode (in any other
case).




This Agreement will take effect and be dated the date on which all the parties have
executed this Agreement and if not the same date, the later date will prevail.




20









 








SCHEDULE 1

CONDITIONS PRECEDENT





	 	(a)	 	this Agreement duly executed;
	 
	 	(b)	 	a certified true copy of a resolution of the Board of Directors of
the Borrower:






	 	(i)	 	accepting the Facility and this offer on the terms
and conditions stated within this Agreement;
	 
	 	(ii)	 	authorising a specified person, or persons, to
countersign and return to the Bank the enclosed duplicate of this
Agreement; and
	 
	 	(iii)	 	specifying the names of those officers of the
Borrower whose instructions (jointly or alone) the Bank is
authorised to accept in all matters concerning the Facility and
this offer once accepted, and
	 
	 	(iv)	 	containing confirmed specimens of the signatures of
those officers referred to in (ii) and (iii) above, if not already
known to the Bank;






	 	(c)	 	written confirmation from Abogado Nominees Limited agreeing to act
as agent of the Borrower for the service of process pursuant to clause
26.3;
	 
	 	(d)	 	payment of all fees due and payable by the Borrower, or evidence
that the fees will be deducted from first drawdown of the Facility;
	 
	 	(e)	 	copies of all material authorisations required by the Borrower and
CashEuroNet UK LLC to operate their businesses in the USA and in the United
Kingdom
	 
	 	(f)	 	a legal opinion of the legal adviser of the Borrower in the
relevant jurisdiction in a form acceptable to the Bank covering the
following matters: due incorporation and good standing, power and capacity
of the Borrower, legal, valid and binding obligations under local law and
pari passu ranking.










21









 












SCHEDULE 2

DRAWDOWN NOTICE




	 	 	 
	To:

	 	Barclays Bank PLC
	From:

	 	Cash America International Inc
	Dated:

	 	[ • ]






Dear Sirs




CASH AMERICAL INTERNATIONAL INC — £7,500,000 FACILITY AGREEMENT DATED [ • ] (The Agreement)





	1.	 	We refer to the Agreement. This is a Drawdown Notice. Terms defined in the
Agreement have the same meaning in this Drawdown Notice unless given a different
meaning in this Drawdown Request.
	 
	2.	 	We wish to borrow a Loan on the following terms:





	 	 	 
	          Proposed date of drawdown:

	 	[ • ] (or, if that is not a Business Day, the next
Business Day)
	          Currency of Loan:

	 	Sterling
	          Amount:

	 	[ • ] or, if less, the available amount of the Facility
	          Interest Period:

	 	[ • ]







	3.	 	We confirm that each condition specified in clause 6.3 is satisfied on the date
of this Drawdown Notice.
	 
	4.	 	The proceeds of this Loan should be credited to [account].
	 
	5.	 	This Drawdown Notice is irrevocable.





Yours faithfully



	 	 	 	 	 
	 	 
	authorised signatory for 	 
	CASH AMERICA INTERNATIONAL INC 	 
	 	 	 	 
	 



22









 





SCHEDULE 3

CALCULATION OF THE MANDATORY COST





	1	 	The Mandatory Cost is an addition to the interest rate to compensate the Bank for
the cost of compliance with (a) the requirements of the Bank of England and/or the
Financial Services Authority (or, in either case, any other authority which replaces
all or any of its functions) or (b) the requirements of the European Central Bank.
	 
	2	 	On the first day of each Interest Period (or as soon as possible thereafter) the
Bank shall calculate, as a percentage rate, a rate per annum (the “Additional Cost
Rate”) in accordance with the paragraphs set out below.
	 
	3	 	The Additional Cost Rate for the Bank if lending from a Facility Office in a
Participating Member State will be the percentage notified by the Bank to the
Borrower as being its reasonable determination of the cost of complying with the
minimum reserve requirements of the European Central Bank in respect of Advances made
from that Facility Office.
	 
	4	 	The Additional Cost Rate for the Bank if lending from a Facility Office in the
United Kingdom will be calculated as follows:





	 	 	 	 	 
	 

	 	AB + C(B-D) + E x 0.01
 

100 - (A + C)
	 	per cent. per annum 







	 	 	Where:






	 	A	 	is the percentage of Eligible Liabilities (assuming these to be in
excess of any stated minimum) which the Bank is from time to time required to
maintain as an interest free cash ratio deposit with the Bank of England to
comply with cash ratio requirements.
	 
	 	B	 	is the percentage rate of interest (excluding the Bank’s margin and the
Mandatory Cost and, if the Loan is an overdue amount, the additional rate of
interest specified in clause [8.2] payable for the relevant Interest Period on
the Advance.
	 
	 	C	 	is the percentage (if any) of Eligible Liabilities which the Bank is
required from time to time to maintain as interest bearing Special Deposits
with the Bank of England.
	 
	 	D	 	is the percentage rate per annum payable by the Bank of England to the
Bank on interest bearing Special Deposits.
	 
	 	E	 	is designed to compensate the Bank for amounts payable under the Fees
Rules and is calculated as the rate of charge payable by the Bank to the
Financial Services Authority pursuant to the Fees Rules in respect of the
relevant financial year of the Financial Services Authority (calculated for
this purpose by the Bank as being the average of the Fee Tariffs applicable to
the Bank for that financial year) and expressed in pounds per £1,000,000 of the
Tariff Base of the Bank.






	5	 	For the purposes of this Schedule:






	 	(a)	 	“Eligible Liabilities” and “Special Deposits” have the meanings given to
them from time to time under or pursuant to the Bank of England Act 1998 or (as
may be appropriate) by the Bank of England;
	 
	 	(b)	 	“Fees Rules” means the rules on periodic fees contained in the FSA
Supervision Manual or such other law or regulation as may be in force from time
to time in respect of the payment of fees for the acceptance of deposits;




23









 












	 	(c)	 	“Fee Tariffs” means the fee tariffs specified in the Fees Rules under
the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero
rated fee required pursuant to the Fees Rules but taking into account any
applicable discount rate); and
	 
	 	(d)	 	“Tariff Base” has the meaning given to it in, and will be calculated in
accordance with, the Fees Rules.






	6	 	In application of the above formulae, A, B, C and D will be included in the formulae
as percentages (i.e. 5 per cent. will be included in the formula as 5 and not as
0.05). A negative result obtained by subtracting D from B shall be taken as zero.
The resulting figures shall be rounded upward, if necessary, to the next 1/16%.
	 
	7	 	Any determination by the Bank pursuant to this Schedule in relation to a formula,
the Mandatory Cost, an Additional Cost Rate or any amount payable to the Bank shall,
in the absence of manifest error, be conclusive and binding on the parties hereto.
	 
	8	 	The Bank may from time to time, after consultation with the Borrower, determine and
notify to the Borrower any amendments which are required to be made to this Schedule
in order to comply with any change in law, regulation or any requirements from time
to time imposed by the Bank of England, the Financial Services Authority or the
European Central Bank (or, in any case, any other authority which replaces all or any
of its functions) and any such determination shall, in the absence of manifest error,
be conclusive and binding on the parties hereto.




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SIGNATORIES




	 	 	 	 	 
	Borrower

CASH AMERICA INTERNATIONAL INC
 	 

	 
	By:  	/s/ Austin D. Nettle, Vice President & Treasurer
 	 



Date: 5 June 2008




	 	 	 	 	 
	Bank

BARCLAYS BANK PLC
 	 
	 
	By:  	/s/ David Simpson
 	 



Date: 7 May 2008





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