10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number 1-9733

(Exact name of registrant as specified in its charter)

Texas	75-2018239
(State or other jurisdiction of	(I.R.S. Employer
Incorporation or organization)	Identification No.)
1600 West 7th Street
Fort Worth, Texas	76102
(Address of principal executive offices)	(Zip Code)

(817) 335-1100
(Registrant’s telephone number, including area code)

NONE
(Former name, former address and former fiscal year, if changed since last report)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes   þ       No   o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes   o       No   o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer þ Accelerated filer o Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes   o       No   þ

APPLICABLE ONLY TO CORPORATE ISSUERS:

29,302,025 of the Registrants’ common shares, $.10 par value, were issued and outstanding as of October 16, 2009.

CASH AMERICA INTERNATIONAL, INC.

INDEX TO FORM 10-Q

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets — September 30, 2009 and 2008 and December 31, 2008		1
Consolidated Statements of Income — Three and Nine Months Ended September 30, 2009 and 2008		2
Consolidated Statements of Equity — September 30, 2009 and 2008		3
Consolidated Statements of Comprehensive Income — Three and Nine Months Ended September 30, 2009 and 2008		4
Consolidated Statements of Cash Flows — Nine Months Ended September 30, 2009 and 2008		5
Notes to Consolidated Financial Statements		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		30
Item 3. Quantitative and Qualitative Disclosures About Market Risk		62
Item 4. Controls and Procedures		62
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		62
Item 1A. Risk Factors		62
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		64
Item 3. Defaults upon Senior Securities		64
Item 4. Submission of Matters to a Vote of Security Holders		65
Item 5. Other Information		65
Item 6. Exhibits		66
SIGNATURE		67
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-10.6
EX-31.1
EX-31.2
EX-32.1
EX-32.2

CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS

   This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You should not place undue reliance on these statements. These forward-looking statements give current expectations or forecasts of future events and reflect the views and assumptions of our senior management with respect to the business, financial condition and prospects of Cash America International, Inc. (the “Company”). When used in this report, terms such as “believes,” “estimates,” “should,” “could,” “would,” “plans,” “expects,” “anticipates,” “may,” “forecast,” “project” and similar expressions or variations as they relate to the Company or its management are intended to identify forward-looking statements. Forward-looking statements address matters that involve risks and uncertainties that are beyond the ability of the Company to control and, in some cases, predict. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. Among the key factors that could cause our actual financial results, performance or condition to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, the following:

• changes in pawn, consumer credit, tax and other laws and government rules and regulations applicable to the Company’s business,

• changes in demand for the Company’s services,

• the continued acceptance of the online distribution channel by the Company’s cash advance customers,

• the actions of third-parties who offer products and services to or for the Company,

• fluctuations in the price of gold,

• changes in competition,

• the ability of the Company to open new operating units in accordance with its plans,

• changes in economic conditions,

• real estate market fluctuations,

• interest rate fluctuations,

• changes in foreign currency exchange rates,

• changes in the capital markets,

• the ability to successfully integrate newly acquired businesses into the Company’s operations,

• the loss of services of any of our executive officers,

• the effect of any current or future litigation proceedings on the Company,

• acts of God, war or terrorism, pandemics and other events,

• the effect of any of such changes on the Company’s business or the markets in which we operate, and

• other risks and uncertainties described in this report or from time to time in the Company’s filings with the Securities and Exchange Commission (the “SEC”).

The foregoing list of factors is not exhaustive and new factors may emerge or changes to these factors may occur that would impact the Company’s business. Additional information regarding these and other factors may be contained in our filings with the SEC, especially on Forms 10-K, 10-Q and 8-K. If one or more events related to these or other risks or uncertainties materialize, or if management’s underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. The Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances occurring after the date of this report. All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

	September 30,						December 31,
	2009			2008			2008
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	28,532		$	29,754		$	30,005
Pawn loans		190,478			158,226			168,747
Cash advances, net		93,472			87,034			83,850
Merchandise held for disposition, net		116,890			111,053			109,493
Finance and service charges receivable		36,228			29,658			33,063
Income taxes receivable		—			1,306			2,606
Other receivables and prepaid expenses		21,155			13,658			15,480
Deferred tax assets		23,894			22,088			22,037
Total current assets		510,649			452,777			465,281
Property and equipment, net		188,363			181,524			185,887
Goodwill		493,384			420,840			494,192
Intangible assets, net		28,787			21,634			35,428
Other assets		7,829			3,501			5,722
Total assets	$	1,229,012		$	1,080,276		$	1,186,510
Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses	$	73,804		$	66,414		$	79,759
Accrued supplemental acquisition payment		—			69,499			47,064
Customer deposits		9,547			8,754			8,814
Income taxes currently payable		5,258			—			—
Current portion of long-term debt		17,512			8,500			15,810
Total current liabilities		106,121			153,167			151,447
Deferred tax liabilities		40,103			25,826			27,575
Noncurrent income tax payable		4,051			—			3,050
Other liabilities		3,929			2,202			2,359
Long-term debt		429,096			343,692			422,344
Total liabilities	$	583,300		$	524,887		$	606,775
Equity:
Cash America International, Inc. equity:
Common stock, $.10 par value per share, 80,000,000 shares authorized, 30,235,164 shares issued		3,024			3,024			3,024
Additional paid-in capital		166,278			163,678			160,007
Retained earnings		500,150			424,999			440,252
Accumulated other comprehensive loss		(1,607	)		(59	)		(3,964	)
Treasury shares, at cost (965,371 shares, 1,218,075 shares and 818,772 shares at September 30, 2009 and 2008, and at December 31, 2008, respectively		(27,759	)		(36,253	)		(24,278	)
Total Cash America International, Inc. stockholders’ equity		640,086			555,389			575,041
Noncontrolling interest		5,626			—			4,694
Total equity		645,712			555,389			579,735
Total liabilities and equity	$	1,229,012		$	1,080,276		$	1,186,510

See notes to consolidated financial statements.

1

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
	(Unaudited)
Revenue
Finance and service charges	$	59,920		$	46,977		$	167,159		$	133,788
Proceeds from disposition of merchandise		114,786			105,517			354,719			330,189
Cash advance fees		98,209			96,301			263,119			274,610
Check cashing fees, royalties and other		3,209			3,355			11,599			12,476
Total Revenue		276,124			252,150			796,596			751,063
Cost of Revenue
Disposed merchandise		75,542			68,033			229,578			206,290
Net Revenue		200,582			184,117			567,018			544,773
Expenses
Operations		89,368			82,319			261,284			243,553
Cash advance loss provision		37,690			40,950			91,642			102,817
Administration		21,875			15,359			66,031			53,890
Depreciation and amortization		10,219			9,298			30,953			27,956
Total Expenses		159,152			147,926			449,910			428,216
Income from Operations		41,430			36,191			117,108			116,557
Interest expense		(5,436	)		(4,292	)		(15,591	)		(11,005	)
Interest income		7			113			26			220
Foreign currency transaction gain (loss)		(150	)		(5	)		(19	)		(77	)
Income before Income Taxes		35,851			32,007			101,524			105,695
Provision for income taxes		13,103			13,082			37,732			40,822
Net Income		22,748			18,925			63,792			64,873
Less: Net income attributable to the noncontrolling interest		(270	)		—			(797	)		—
Net Income Attributable to Cash America International, Inc.	$	22,478		$	18,925		$	62,995		$	64,873
Earnings Per Share:
Net Income attributable to Cash America International, Inc. common stockholders:
Basic	$	0.76		$	0.65		$	2.12		$	2.21
Diluted	$	0.73		$	0.63		$	2.06		$	2.16
Weighted average common shares outstanding:
Basic		29,702			29,266			29,757			29,321
Diluted		30,698			30,035			30,524			30,082
Dividends declared per common share	$	0.035		$	0.035		$	0.105		$	0.105

See notes to consolidated financial statements.

2

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands, except per share data)

	September 30,
	2009						2008
	Shares			Amounts			Shares			Amounts
	(Unaudited)
Common stock
Balance at end of period		30,235,164		$	3,024			30,235,164		$	3,024
Additional paid-in capital
Balance at beginning of year					160,007						163,581
Shares issued under stock based plans					(6,019	)					(3,496	)
Stock-based compensation expense					2,351						3,016
Income tax benefit from stock based compensation					517						577
Issuance of convertible debt					9,422						—
Balance at end of period					166,278						163,678
Retained earnings
Balance at beginning of year					440,252						363,180
Net income attributable to Cash America International, Inc.					62,995						64,873
Dividends declared					(3,097	)					(3,054	)
Balance at end of period					500,150						424,999
Accumulated other comprehensive (loss) income
Balance at beginning of year					(3,964	)					16
Unrealized derivatives gain (loss )					31						(7	)
Foreign currency translation gain (loss), net of taxes					2,326						(68	)
Balance at end of period					(1,607	)					(59	)
Treasury shares, at cost
Balance at beginning of year		(818,772	)		(24,278	)		(1,136,203	)		(33,199	)
Purchases of treasury shares		(392,852	)		(10,543	)		(219,021	)		(7,144	)
Shares issued under stock based plans		246,253			7,062			137,149			4,090
Balance at end of period		(965,371	)		(27,759	)		(1,218,075	)		(36,253	)
Total Cash America International, Inc. stockholders’ equity					640,086						555,389
Noncontrolling interests
Balance at beginning of year					4,694						—
Income attributable to noncontrolling interests					797						—
Foreign currency translation gain, net of taxes					135						—
Balance at end of period					5,626						—
Total equity				$	645,712					$	555,389

See notes to consolidated financial statements.

3

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
	(Unaudited)						(Unaudited)
Net income	$	22,748		$	18,925		$	63,792		$	64,873
Other comprehensive gain (loss), net of tax:
Unrealized derivatives gain (loss) (1)		(30	)		(3	)		31			(7	)
Foreign currency translation gain (loss) (2)		(2,185	)		(55	)		2,326			(68	)
Total other comprehensive gain (loss), net of tax		(2,215	)		(58	)		2,357			(75	)
Comprehensive income	$	20,533		$	18,867		$	66,149		$	64,798
Less: Net income attributable to the noncontrolling interest		(270	)		—			(797	)		—
Foreign currency translation gain (loss) attributable to the noncontrolling interest		(133	)		—			135			—
Total Comprehensive income attributable to the noncontrolling interest		(403	)		—			(662	)		—
Comprehensive Income attributable to Cash America International, Inc.	$	20,130		$	18,867		$	65,487		$	64,798

(1)	Net of tax benefit/(provision) of $24 and $2 for the three months ended and $(9) and $4 for the nine months ended September 30, 2009 and 2008, respectively.
(2)	Net of tax (provision)/benefit of $89 and $25 for the three months ended and $(152) and $25 for the nine months ended September 30, 2009 and 2008, respectively.

See notes to consolidated financial statements.

4

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Nine Months Ended
	September 30,
	2009			2008
	(Unaudited)
Cash Flows from Operating Activities
Net Income	$	63,792		$	64,873
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		30,953			27,956
Amortization of discount on convertible debt		1,154			—
Cash advance loss provision		91,642			102,817
Loss on disposal of property and equipment		801			—
Stock-based compensation		2,351			3,016
Foreign currency transaction (gain) loss		19			77
Deferred income taxes, net		6,146			5,399
Changes in operating assets and liabilities
Merchandise held for disposition		(12,530	)		(12,434	)
Finance and service charges receivable		(1,257	)		(3,510	)
Prepaid expenses and other assets		(7,103	)		(2,874	)
Accounts payable and accrued expenses		(4,115	)		1,355
Customer deposits, net		726			895
Current income taxes		8,381			(4,484	)
Excess income tax benefit from stock-based compensation		(517	)		(577	)
Non current income taxes payable		914			—
Net cash provided by operating activities		181,357			182,509
Cash Flows from Investing Activities
Pawn loans made		(459,391	)		(371,381	)
Pawn loans repaid		262,447			184,398
Principal recovered through dispositions of forfeited loans		180,833			165,794
Cash advances made, assigned or purchased		(882,408	)		(843,651	)
Cash advances repaid		779,972			744,204
Acquisitions, net of cash acquired		(42,481	)		(65,220	)
Purchases of property and equipment		(29,418	)		(44,461	)
Proceeds from property insurance		517			864
Net cash used in investing activities		(189,929	)		(229,453	)
Cash Flows from Financing Activities
Net repayments under bank lines of credit		(74,622	)		71,915
Issuance of long-term debt		115,000			—
Net proceeds from re-issuance of treasury shares		1,043			594
Loan costs paid		(3,943	)		(310	)
Payments on notes payable and other obligations		(18,500	)		(8,500	)
Excess income tax benefit from stock-based compensation		517			577
Treasury shares purchased		(10,543	)		(7,144	)
Dividends paid		(3,097	)		(3,054	)
Net cash provided by financing activities		5,855			54,078
Effect of exchange rates on cash		1,244			(105	)
Net (decrease) increase in cash and cash equivalents		(1,473	)		7,029
Cash and cash equivalents at beginning of year		30,005			22,725
Cash and cash equivalents at end of period	$	28,532		$	29,754
Supplemental Disclosures
Non-cash investing and financing activities
Pawn loans forfeited and transferred to merchandise held for disposition	$	175,700		$	166,235
Pawn loans renewed	$	81,510		$	71,173
Cash advances renewed	$	246,996		$	270,996

See notes to consolidated financial statements.

5

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Significant Accounting Policies

Basis of Presentation

     The consolidated financial statements include the accounts of Cash America International, Inc. and its majority-owned subsidiaries (the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation.

     The financial statements as of September 30, 2009 and 2008 and for the three and nine month periods then ended are unaudited but, in management’s opinion, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for such interim periods. Operating results for the three and nine month periods are not necessarily indicative of the results that may be expected for the full fiscal year.

     Certain amounts in the consolidated financial statements for the three and nine months ended September 30, 2008 have been reclassified to conform to the presentation format adopted in 2009. These reclassifications have no effect on the net income previously reported.

     The Company has a contractual relationship with a third-party entity, Huminal, S.A. de C.V., a Mexican sociedad anónima de capital variable (“Huminal”), to compensate and maintain the labor force of its Mexico pawn operations, of which the Company is a majority owner due to the December 16, 2008 acquisition (the “Prenda Fácil acquisition”) by the Company of 80% of the outstanding stock of Creazione Estilo, S.A. de C.V., SOFOM, E.N.R., a Mexican sociedad anónima de capital variable, sociedad financiera de objeto múltiple, entidad no regulada (“Creazione”), operating under the name “Prenda Fácil” (referred to as “Prenda Fácil”). The Company has no ownership interest in Huminal; however, Prenda Fácil qualifies as the primary beneficiary of Huminal in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810-10-50, Variable Interest Entities.

     These financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Foreign Currency Translations

     The functional currencies for the Company’s subsidiaries that serve residents of the United Kingdom, Australia, and Mexico are the British pound, the Australian dollar and the Mexican peso, respectively. The assets and liabilities of these subsidiaries are translated into U.S. dollars at the exchange rates in effect at each balance sheet date, and the resulting adjustments are accumulated in other comprehensive income (loss) as a separate component of equity. Revenue and expenses are translated at the monthly average exchange rates occurring during each year.

Revenue Recognition

Pawn Lending • The Company offers pawn loans through its lending locations and through its unconsolidated franchised locations. Pawn loans are made on the pledge of tangible personal property. In the Company’s U.S. pawn business, it accrues finance and service charges revenue only on those pawn loans that it deems collectible based on historical loan redemption statistics. Pawn loans written during each calendar month are aggregated and tracked for performance. The gathering of this empirical data allows the Company

6

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

to analyze the characteristics of its outstanding pawn loan portfolio and estimate the probability of collection of finance and service charges. For loans not repaid, the carrying value of the forfeited collateral (“merchandise held for disposition”) is stated at the lower of cost (cash amount loaned) or market. Revenue is recognized at the time merchandise is sold. Interim customer payments for layaway sales are recorded as customer deposits and subsequently recognized as revenue during the period in which the final payment is received.

     In the Company’s foreign pawn loan business, service charges are accrued ratably over the four week term of the loan and up to an additional three week grace period for loans not redeemed prior to maturity. Following the expiration of the grace period, the collateral underlying unredeemed loans is sold with the proceeds applied against the outstanding loan balance and accrued service charges. Accrued interest on loans that have passed the maturity date and the expiration of the grace period is fully reserved to the extent that the underlying collateral has not been sold. If the proceeds from the sale are less than the outstanding loan balance, a loss is recorded for the difference at the time the collateral is sold. If the proceeds exceed the outstanding loan balance, the Company recognizes the accrued service charges and other fees. In the event there are proceeds greater than the accrued service charges and fees, the excess amount is due back to the customer if a claim is made within six months, after which any unclaimed excess amount is recognized as revenue. The collateral underlying unredeemed loans is not owned by the Company; therefore, it is held in Pawn loans on the Company’s consolidated balance sheets until sold.

Cash Advances • The Company offers cash advance products through its cash advance locations, through its internet distribution platform and many of its pawn lending locations. In addition, the Company arranges for customers to obtain cash advances from independent third-party lenders in other locations. Cash advance fees include revenue from the cash advance portfolio owned by the Company and fees paid to the Company for arranging, marketing or processing cash advance line of credit products from independent third-party lenders for customers through the CSO program (as described below) and the Company’s card services business. Cash advance fees associated with the Company’s card services business include revenue from the Company’s participation interest in the receivables generated by the third-party lender, as well as marketing, processing and other miscellaneous fee income. Although cash advance transactions may take the form of loans, deferred check deposit transactions, credit services transactions, or the marketing and processing of, and the participation in receivables generated by, a third-party lender’s line of credit product, the transactions are referred to throughout this discussion as “cash advances” for convenience.

     Cash advances provide customers with cash in exchange for a promissory note or other repayment agreement supported, in most cases, by that customer’s personal check or authorization to debit that customer’s account via an Automated Clearing House (“ACH”) transaction for the aggregate amount of the payment due. The customer may repay the cash advance either in cash, or, as applicable, by allowing the check to be presented for collection or the customer’s checking or debit account to be debited through an ACH for the aggregate amount of the payment due. The Company accrues fees and interest on cash advances on a constant yield basis ratably over the period of the cash advance, pursuant to its terms. These cash advance loans typically have terms of seven to 45 days and are generally payable on the customer’s next payday.

     The Company provides a cash advance product in some markets by acting as a credit services organization on behalf of consumers in accordance with applicable state laws (the “CSO program”). The CSO program includes arranging loans with independent third-party lenders, assisting in the preparation of loan applications and loan documents and accepting loan payments. The Company also guarantees the customer’s payment obligations in the event of default if the customer is approved for and accepts the loan. A customer who obtains a loan through the CSO program pays the Company a fee for these credit services

7

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(“CSO fees”). CSO fees are deferred and amortized over the term of the loan and recorded as cash advance fees in the accompanying consolidated statements of income. The contingent loss on the guaranteed loans is accrued and recorded as a liability.

     As of September 30, 2009, $161.6 million of combined gross cash advances were outstanding, including $43.4 million owned by the third-party lenders that is not included in the Company’s consolidated balance sheets. In July 2008, the Company discontinued offering the CSO program to customers in Florida and began underwriting its own loans pursuant to the Florida deferred presentment statute. In July 2009 the Company’s online distribution channel began offering a CSO program in Ohio and a similar program in Australia. As of September 30, 2009, the CSO program was offered in Texas, Maryland, Ohio and Australia.

     The Company introduced an online longer-term installment loan product, which typically has an average term of four months, during the fourth quarter of 2008 and now offers installment loans in New Mexico, Illinois and South Carolina. The Company records revenue from this product as cash advance fees.

     In connection with the Company’s card services business, the Company provides marketing and loan processing services for a third-party bank issued line of credit on certain stored-value debit cards the bank issues (“Processing Program”). The Company also acquires a participation interest in the receivables generated by the bank in connection with the Processing Program. The Company classifies revenue from its participation interest in the receivables, as well as marketing, processing and other miscellaneous fee income generated from its card services business as cash advance fees.

Check Cashing Fees, Royalties and Other • The Company offers check cashing services through its unconsolidated franchised and Company-owned check cashing locations. The Company records check cashing fees derived from both check cashing locations it owns and many of its pawn and cash advance lending locations in the period in which the check cashing service is provided. It records royalties derived from franchise locations on an accrual basis. Revenue derived from other financial services such as money order commissions, prepaid debit card fees, etc. is recognized when earned.

Allowance for Losses on Cash Advances

     See Note 3 for a discussion of the Company’s allowance for losses on cash advances.

Goodwill and Other Intangible Assets

     In accordance with FASB ASC 350-20-35, Goodwill — Subsequent Measurement the Company is required to perform an impairment review of goodwill at least annually, which it does for each reporting unit as of June 30. The Company has completed its June 2009 test and determined that there was no evidence of goodwill impairment.

     The Company amortizes intangible assets with an estimable life on the basis of their expected periods of benefit, generally three to ten years. The costs of start-up activities and organization costs are charged to expense as incurred.

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Recent Accounting Pronouncements

     The FASB issued ASC 105-10-05, Generally Accepted Accounting Principles, which establishes the Accounting Standards Codification (“Codification” or “ASC”) as the single source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of GAAP for SEC registrants. The Codification supersedes all existing non-SEC accounting and reporting standards.

     GAAP is not intended to be changed as a result of the Codification, but the ASC does change the way the guidance is organized and presented. As a result, these changes have a significant impact on how companies reference GAAP in their financial statements and in their accounting policies for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has included the references to the Codification, as appropriate, in these consolidated financial statements.

     In September 2006, FASB issued ASC 820-10-20, Fair Value Measurements and Disclosures (“ASC 820-10-20”), which defines fair value to be the price that would be received when an asset is sold or paid when a liability is transferred in an orderly transaction between market participants at the measurement date and emphasizes that fair value is a market-based measurement, not an entity-specific measurement. It establishes a fair value hierarchy and expands disclosures about fair value measurements in both interim and annual periods. On January 1, 2008, the Company adopted ASC 820-10-20 for its financial assets and financial liabilities, and on January 1, 2009, the Company adopted ASC 820-10-20 for its nonfinancial assets and nonfinancial liabilities. The adoption of ASC 820-10-20 did not have a material impact on the Company’s financial position or results of operations.

     In October 2008, FASB issued ASC 820-10-65-2, Transition Related to FASB Staff Position FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active (“ASC 820-10-65-2”), which clarifies the application of ASC 820-10, Fair Value Measurements and Disclosures, as it relates to the valuation of financial assets in a market that is not active for those financial assets. ASC 820-10-65-2 became effective for the Company upon issuance and did not have a material impact on the Company’s financial position or results of operations and did not materially affect how the Company determines fair value, but has resulted in certain additional disclosures. See Note 9.

     In December 2007, FASB issued ASC 810-10-65, Transition Related to FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51 (“ASC 810-10-65”), which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. ASC 810-10-65 clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as a component of equity in the consolidated financial statements. Among other requirements, ASC 810-10-65 requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. ASC 810-10-65 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008. The Company adopted ASC 810-10-65 on January 1, 2009 for disclosures relating to its interest in Prenda Fácil, and the adoption did not have a material impact on the Company’s financial position or results of operations.

     In December 2007, FASB issued ASC 805-10-65, Transition Related to FASB Statement No. 141 (Revised 2007), Business Combinations (“ASC 805-10-65”), which establishes principles and requirements for how an acquiror in a business combination (1) recognizes and measures in its financial statements the

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (2) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase price; and (3) determines what information to disclose to enable users of the consolidated financial statements to evaluate the nature and financial effects of the business combination. ASC 805-10-65 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company adopted ASC 805-10-65 on January 1, 2009. The application of ASC 805-10-65 will cause management to evaluate future transactions under different conditions than previously completed significant acquisitions, particularly related to the near-term and long-term economic impact of expensing transaction costs.

     In March 2008, FASB issued ASC 815-10-65, Transition and Effective Date Related to FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133 (“ASC 815-10-65”), which requires enhanced disclosures concerning (1) the manner in which an entity uses derivatives (and the reasons it uses them), (2) the manner in which derivatives and related hedged items are accounted for and (3) the effects that derivatives and related hedged items have on an entity’s financial position, financial performance, and cash flows. ASC 815-10-65 is effective for financial statements issued for fiscal years and interim periods beginning on or after November 15, 2008. The Company adopted ASC 815-10-65 on January 1, 2009 and the adoption did not have a material impact on the Company’s financial position or results of operations. See Note 10.

     In April 2009, FASB issued ASC 825-10-65, Transition Related to FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (“ASC 825-10-65”), which requires disclosures about fair value of financial instruments for interim reporting periods as well as in annual financial statements for interim reporting periods ending after June 15, 2009. The Company adopted ASC 825-10-65 on June 30, 2009, and the adoption did not have a material impact on the Company’s financial position or results of operations. See Note 8.

     In May 2009, FASB issued ASC 855-10-05 through ASC 855-10-55, Subsequent Events (“ASC 855-10”), which establishes principles and standards related to the accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued. ASC 855-10-25, Recognition requires an entity to recognize, in the financial statements, subsequent events that provide additional information regarding conditions that existed at the balance sheet date. Subsequent events that provide information about conditions that did not exist at the balance sheet date shall not be recognized in the financial statements under ASC 855-10. ASC 855-10 was effective for interim and annual reporting periods on or after June 15, 2009. The Company adopted ASC 855-10 on June 30, 2009, and the adoption did not have a material impact on the Company’s financial position or results of operations.

     In August 2009, FASB issued ASC Update No. 2009-4, Accounting for Redeemable Equity Instruments (“ASU 2009-4”), which represents an update to ASC 480-10-S99, Distinguishing Liabilities from Equity. ASU 2009-4 includes disclosure requirements for redeemable securities. ASU 2009-4 became effective for the Company upon issuance and did not have a material impact on the Company’s financial position or results of operations.

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Acquisitions

Prenda Fácil

     Pursuant to its business strategy of expanding its reach into new markets with new customers and new financial services, the Company, through its wholly-owned subsidiary, Cash America of Mexico, Inc., completed the Prenda Fácil acquisition in December 2008. The Company paid an aggregate initial consideration of $90.5 million, net of cash acquired, of which $82.6 million was paid in cash, including acquisition costs of approximately $3.4 million. The remainder of the initial consideration was paid in the form of 391,236 shares of the Company’s common stock with a fair value of $7.9 million as of the closing date. The Company also agreed to pay a supplemental earn-out payment in an amount based on a five times multiple of the consolidated earnings of Creazione’s business as specifically defined in the Stock Purchase Agreement (generally Creazione’s earnings before interest, income taxes, depreciation and amortization expenses) for the twelve-month period ending June 30, 2011, reduced by amounts previously paid. If the calculation of the supplemental payment produces an amount that is zero or less, there would be no supplemental payment. This supplemental payment is expected to be paid in cash on or before August 15, 2011. This payment will be accounted for as goodwill. The activities of Creazione are included in the results of the Company’s pawn lending segment.

     The Company is in the process of finalizing its allocation of the purchase price to individual assets acquired and liabilities assumed as a result of the acquisition of Creazione. This may result in potential adjustments to the carrying value of Creazione’s recorded assets and liabilities. The preliminary allocation of the purchase price included in the current period balance sheet is based on the best estimates of management and is subject to revision based on final determination of asset fair values and useful lives.

     During the first quarter of 2009, the Company acquired one pawn lending location in Mexico for approximately $33,000.

Primary Innovations, LLC

     Pursuant to its business strategy of expanding its reach into new markets, the Company, through its wholly-owned subsidiary, Primary Cash Holdings, LLC (now known as Primary Innovations, LLC, or “PI”), on July 23, 2008, purchased substantially all the assets of Primary Business Services, Inc., Primary Finance, Inc., Primary Processing, Inc. and Primary Members Insurance Services, Inc. (collectively, “PBSI”), a group of companies in the business of, among other things, providing loan processing services for, and participating in receivables associated with, a bank issued line of credit made available by the bank on certain stored-value debit cards the bank issues. The Company paid approximately $5.6 million in cash, of which approximately $4.9 million was used to repay a loan that the Company had made to PBSI, and transaction costs of approximately $0.3 million. The Company also agreed to pay up to eight supplemental earn-out payments during the four-year period after the closing. The first supplemental payment of a minimum agreed amount of $2.7 million was made on April 1, 2009. The amount of each subsequent supplemental payment is to be based on a multiple of 3.5 times the consolidated earnings attributable to PI’s business, as defined in the Asset Purchase Agreement, for a specified period (generally 12 months) preceding each scheduled supplemental payment measurement date, reduced by amounts previously paid. The first supplemental payment was accounted for as goodwill, and the remaining supplemental payments will be accounted for as goodwill. Based on the terms of the agreement, no payment was due for the second supplemental payment calculated for the June 30, 2009 measurement date. In addition, as of September 30, 2009 no additional supplemental payment has been accrued for the December 31, 2009 measurement date based on the amounts previously paid in connection with the initial purchase price and the first supplemental payment. The remaining supplemental

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

payments will be calculated as described above based on measurement dates of each December 31 and June 30 through June 30, 2012, with each payment due, if any, within approximately 45 days after the applicable measurement date. The activities of PI are included in the results of the Company’s cash advance segment.

CashNetUSA

     Pursuant to its business strategy of expanding its reach into new markets with new customers and new financial services, on September 15, 2006, the Company, through its wholly-owned subsidiary Cash America Net Holdings, LLC, purchased substantially all of the assets of The Check Giant LLC (“TCG”). TCG offered short-term cash advances exclusively over the internet under the name “CashNetUSA.” The Company paid an initial purchase price of approximately $35.9 million in cash and transaction costs of approximately $2.9 million. The Company has continued to use the CashNetUSA trade name in connection with its online operations.

     The Company also agreed to pay up to five supplemental earn-out payments during the two-year period after the closing. The amount of each supplemental payment was based on a multiple of earnings attributable to CashNetUSA’s business as defined in the purchase agreement, for the twelve months preceding the date of determining each scheduled supplemental payment. All of these supplemental payments were accounted for as goodwill. The Company paid $214.3 million in supplemental payments and a $5.0 million final true-up payment. The true-up payment was paid on April 27, 2009. This was the final payment related to this transaction, resulting in a final purchase price of $255.2 million.

3. Cash advances, Allowance for Losses and Accruals for Losses on Third-Party Lender-Owned Cash Advances

     In order to manage the portfolio of cash advances effectively, the Company utilizes a variety of underwriting criteria, monitors the performance of the portfolio and maintains either an allowance or accrual for losses on cash advances (including fees and interest) at a level estimated to be adequate to absorb credit losses inherent in the receivables portfolio and expected losses from CSO guarantees. The allowance for losses on Company-owned cash advances offsets the outstanding cash advance amounts in the consolidated balance sheets. See Note 1 for a discussion of the Company’s cash advance products.

     With respect to CSO guarantees, if the Company collects a customer’s delinquent payment in an amount that is less than the amount the Company paid to the third-party lender pursuant to the guarantee, the Company must absorb the shortfall. If the amount collected exceeds the amount paid under the guarantee, the Company is entitled to the excess and recognizes the excess amount in income. Since the Company may not be successful in collecting delinquent amounts, the Company’s cash advance loss provision includes amounts estimated to be adequate to absorb credit losses from cash advances in the aggregate cash advance portfolio, including those expected to be acquired by the Company as a result of its guarantee obligations. The estimated amounts of losses on portfolios owned by the third-party lenders are included in “Accounts payable and accrued expenses” in the consolidated balance sheets. Active third-party lender-originated cash advances in which the Company does not have a participation interest are not included in the consolidated balance sheets.

     With respect to the Company’s card services business, losses on cash advances in which the Company has a participation interest that prove uncollectible are the responsibility of the Company. Since the Company may not be successful in the collection of these accounts, the Company’s cash advance loss provision also includes amounts estimated to be adequate to absorb credit losses from these cash advances.

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     The Company stratifies the outstanding combined cash advance portfolio by age, delinquency, and stage of collection when assessing the adequacy of the allowance for losses. It uses historical collection performance adjusted for recent portfolio performance trends to develop the expected loss rates used to establish either the allowance or accrual. Increases in either the allowance or accrual are recorded as a cash advance loss provision expense in the consolidated statements of income. The Company charges off all cash advances once they have been in default for 60 days, or sooner if deemed uncollectible. Recoveries on losses previously charged to the allowance are credited to the allowance when collected.

     The Company’s online distribution channel periodically sells selected cash advances that have been previously charged off. Proceeds from these sales are recorded as recoveries on losses previously charged to the allowance for losses. These sales generated proceeds of $0.9 million and $1.1 million for the three months ended and $2.4 million and $3.2 million for the nine months ended September 30, 2009 and 2008, respectively, which were recorded as recoveries on losses previously charged to the allowance for losses.

     The allowance deducted from the carrying value of cash advances was $24.7 million and $25.3 million at September 30, 2009 and 2008, respectively. The accrual for losses on third-party lender-owned cash advances was $2.8 million and $2.0 million at September 30, 2009 and 2008, respectively.

     Cash advances outstanding at September 30, 2009, and 2008, were as follows (in thousands):

	September 30,
	2009		2008
Funded by the Company
Active cash advances and fees receivable	$	77,216	$	73,097
Cash advances and fees in collection		19,550		25,857
Total Funded by the Company		96,766		98,954
Purchased by the Company from third-party lenders		21,394		13,381
Company-owned cash advances and fees receivable, gross		118,160		112,335
Less: Allowance for losses		24,688		25,301
Cash advances and fees receivable, net	$	93,472	$	87,034

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     Changes in the allowance for losses for the Company-owned portfolio and the accrued loss for third-party lender-owned portfolios during the three and nine months ended September 30, 2009, and 2008 were as follows (in thousands):

	Three months ended						Nine months ended
	September 30,						September 30,
	2009			2008			2009			2008
Allowance for losses for Company-owned cash advances
Balance at beginning of period	$	22,163		$	27,401		$	21,495		$	25,676
Cash advance loss provision		36,933			41,302			90,961			102,688
Charge-offs		(38,749	)		(47,762	)		(101,890	)		(123,443	)
Recoveries		4,341			4,360			14,122			20,380
Balance at end of period	$	24,688		$	25,301		$	24,688		$	25,301
Accrual for third-party lender-owned cash advances
Balance at beginning of period	$	2,059		$	2,309		$	2,135		$	1,828
Increase (decrease) in loss provision		757			(352	)		681			129
Balance at end of period	$	2,816		$	1,957		$	2,816		$	1,957

4. Earnings Per Share Computation

     The following table sets forth the reconciliation of numerators and denominators for the basic and diluted earnings per share computation for the three and nine months ended September 30, 2009 and 2008 (in thousands, except per share amounts):

	Three months ended				Nine months ended
	September 30,				September 30,
	2009		2008		2009		2008
Numerator:
Net income attributable to Cash America International, Inc.	$	22,478	$	18,925	$	62,995	$	64,873
Denominator:
Total weighted average basic shares (1)		29,702		29,266		29,757		29,321
Effect of shares applicable to stock option plans		283		346		263		343
Effect of restricted stock unit compensation plans		444		423		437		418
Effect of convertible debt(2)		269		—		67		—
Total weighted average diluted shares		30,698		30,035		30,524		30,082
Net income — basic	$	0.76	$	0.65	$	2.12	$	2.21
Net income — diluted	$	0.73	$	0.63	$	2.06	$	2.16

(1)

Included in “Total weighted average basic shares” are vested restricted stock units of 248 and 203, as well as shares in a non-qualified savings plan of 42 and 56, respectively, for the three months ended September 30, 2009 and 2008, respectively, and vested restricted stock units of 258 and 205, as well as shares in a non-qualified savings plan of 46 and 56, respectively, for the nine months ended September 30, 2009 and 2008.

(2)

The shares issuable related to the Company’s 2009 Convertible Notes due 2029 have been calculated using the treasury stock method. The Company intends to settle the principal portion of the convertible debt in cash; therefore, only the shares related to the conversion spread have been included in weighted average diluted shares.

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. Long-Term Debt

     The Company’s long-term debt instruments and balances outstanding at September 30, 2009 and 2008, were as follows (in thousands):

	September 30,
	2009		2008
USD line of credit up to $300,000 due 2012	$	199,325	$	234,790
GBP line of credit up to £7,500 due 2009		8,392		8,902
6.21% senior unsecured notes due 2021		25,000		25,000
6.09% senior unsecured notes due 2016		35,000		35,000
6.12% senior unsecured notes due 2012		40,000		40,000
7.20% senior unsecured notes due 2009		—		8,500
Variable rate senior unsecured note due 2012		38,000		—
5.25% convertible senior unsecured notes		100,891		—
Total debt	$	446,608	$	352,192
Less current portion		17,512		8,500
Total long-term debt	$	429,096	$	343,692

     In March 2007, the Company amended its domestic line of credit (the “USD Line of Credit”) to extend the final maturity by two years, to March 2012. The amended credit agreement also contained a provision for the ratable $50.0 million increase in the committed amounts, up to $300.0 million, upon the Company’s request and approval by the lenders. On February 29, 2008, the Company exercised this provision and increased the line of credit amount to $300.0 million through maturity. Interest on the amended line of credit is charged, at the Company’s option, at either USD LIBOR plus a margin or at the agent’s base rate. The margin on the line of credit varies from 0.875% to 1.875% (1.625% at September 30, 2009), depending on the Company’s cash flow leverage ratios as defined in the amended agreement. The Company also pays a fee on the unused portion ranging from 0.25% to 0.30% (0.30% at September 30, 2009) based on the Company’s cash flow leverage ratios. The weighted average interest rate (including margin) on the line of credit at September 30, 2009 was 1.92%.

     At September 30, 2009 and 2008, borrowings under the Company’s USD Line of Credit consisted of three pricing tranches with conclusion dates ranging from 1 to 31 days, respectively. However, pursuant to the bank line of credit agreement which expires in 2012, the Company routinely refinances these borrowings within its long-term facility. Therefore, these borrowings are reported as part of the line of credit and as long-term debt.

     In December 2008, the Company issued $38.0 million of senior unsecured long-term notes, due in November 2012 pursuant to a Credit Agreement dated November 21, 2008. Interest is charged, at the Company’s option, at either LIBOR plus a margin of 3.50% or at the agent’s base rate plus a margin of 3.50%. The notes are payable in quarterly payments of $3.0 million beginning on March 31, 2010, with any outstanding principal due at maturity in November 2012. The notes may be prepaid at the Company’s option anytime after November 20, 2009 without penalty. Net proceeds received from the issuance of the notes were used for the Prenda Fácil acquisition. The weighted average interest rate (including margin) on the $38.0 million term notes at September 30, 2009 was 3.75%.

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     In December 2008, the Company issued $10.0 million of senior unsecured long-term notes, due in November 2012 pursuant to a Credit Agreement dated December 5, 2008. Interest was charged, at the Company’s option, at either LIBOR plus a margin of 10.0% or at the agent’s base rate plus a margin of 10.0%. The notes were payable at maturity in November 2012 or could be prepaid at the Company’s option at any time without penalty. Net proceeds received from the issuance of the notes were used for the Prenda Fácil acquisition. The Company prepaid the full $10.0 million in notes on May 20, 2009 without penalty.

     In May 2008, the Company established a line of credit facility (the “GBP Line of Credit”) of up to £7.5 million with a foreign commercial bank, due in November 2009. The balance outstanding at September 30, 2009 was £5.3 million (approximately $8.4 million). Interest on the line of credit is charged, at the Company’s option, at either Pound Sterling LIBOR plus a margin or at the agent’s base rate. The margin on the line of credit varies from 1.10% to 1.575% (1.575% at September 30, 2009) based on the Company’s cash flow leverage ratios. The weighted average interest rate (including margin) on the line of credit at September 30, 2009 was 2.24%.

     On March 27, 2009, the Company entered into an interest rate cap agreement with a notional amount of $15.0 million of the Company’s outstanding floating rate line of credit for a term of 36 months at a fixed rate of 3.25%.

     On May 19, 2009, the Company completed the offering of $115.0 million aggregate principal amount of 5.25% Convertible Senior Notes due May 15, 2029 (the “2009 Convertible Notes”), which includes its offering of $100.0 million aggregate principal amount of its 2009 Convertible Notes and an additional $15.0 million aggregate principal amount of its 2009 Convertible Notes that were sold pursuant to the exercise of an over-allotment option by the initial purchasers. The 2009 Convertible Notes were sold to certain qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended. The 2009 Convertible Notes are senior unsecured obligations of the Company.

     The Company received net proceeds of approximately $111.1 million, after deducting the initial purchasers’ discount and the estimated offering expenses payable by the Company. The Company used a portion of the net proceeds of the offering to repay existing indebtedness, including outstanding balances under its revolving credit facility. The remaining portion was used for general corporate purposes.

     The 2009 Convertible Notes bear interest at a rate of 5.25% per year, payable semi-annually on May 15 and November 15 of each year, commencing November 15, 2009. The 2009 Convertible Notes will be convertible, in certain circumstances, at an initial conversion rate of 39.2157 shares per $1,000 aggregate principal amount of 2009 Convertible Notes (which is equivalent to a conversion price of approximately $25.50 per share), subject to adjustment upon the occurrence of certain events, into either, at the Company’s election: (i) shares of common stock or (ii) cash up to their principal amount and shares of its common stock in respect of the remainder, if any, of the conversion value in excess of the principal amount. This represents a conversion premium of approximately 27.5% relative to the closing price of the Company’s common stock on May 13, 2009. The Company may not redeem the 2009 Convertible Notes prior to May 14, 2014. The Company may, at its option, redeem some or all of the 2009 Convertible Notes on or after May 15, 2014 solely for cash. Holders of the 2009 Convertible Notes will have the right to require the Company to repurchase some or all of the outstanding 2009 Convertible Notes, solely for cash, on May 15, 2014, May 15, 2019 and May 15, 2024 at a price equal to 100% of the principal amount plus any accrued and unpaid interest.

     The 2009 Convertible Notes were accounted for under ASC 470-20-65, Transition Related to FASB Staff Position APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (“ASC 470-20-65”). ASC 470-20-65 requires the proceeds

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

from the issuance of convertible debt be allocated between a debt component and an equity component. The debt component is measured based on the fair value of similar debt without an equity conversion feature, and the equity component is determined as the residual of the fair value of the debt deducted from the original proceeds received. The resulting discount on the debt component is amortized over the period the convertible debt is expected to be outstanding, which is five years (May 15, 2009 to May 15, 2014), as additional non-cash interest expense. As of September 30, 2009, the principal amount of the notes was $115.0 million, the carrying amount was $100.9 million, and the unamortized discount was $14.1 million. As of September 30, 2009, the carrying amount of the equity component recorded as additional paid-in capital was $9.4 million, net of deferred taxes and unamortized equity issuance costs. The additional non-cash interest expense recognized in the Company’s consolidated statements of income was $0.8 million and $1.2 million for the three and nine months ended September 30, 2009. Accumulated amortization related to the convertible notes payable was $0.9 million as of September 30, 2009. As of September 30, 2009, the 2009 Convertible Notes had an effective interest rate of 8.46%.

     In connection with the issuance of the 2009 Convertible Notes, the Company incurred approximately $3.9 million in issuance costs, which primarily consisted of underwriting fees, legal and other professional expenses. These costs are being amortized to interest expense over five years. The unamortized balance of these costs at September 30, 2009 is included in the Company’s consolidated balance sheet.

     Each of the Company’s credit facility agreements and senior unsecured notes require the Company to maintain certain financial ratios. The Company is in compliance with all covenants or other requirements set forth in its debt agreements.

     In June 2008, the Company established a credit facility with a group of banks to permit the issuance of up to $12.8 million in letters of credit. Fees payable for letters of credit were tied to the LIBOR margin consistent with the Company’s line of credit agreement. The Company paid a fee on the unused portion of the facility ranging from 0.25% to 0.30%. On June 25, 2009, the Company transferred the outstanding letters of credit to the USD Line of Credit and terminated the facility. There were no letters of credit or balances outstanding under this facility on the date of its termination.

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6. Operating Segment Information

     The Company has three reportable operating segments: pawn lending, cash advance and check cashing. The cash advance and check cashing segments are managed separately due to the different operational strategies required and, therefore, are reported as separate segments. For comparison purposes, all prior periods in the tables below reflect current classification of administrative and operating expenses.

     Information concerning the operating segments is set forth below (in thousands):

	Pawn		Cash		Check
	Lending (1)		Advance (2)		Cashing		Consolidated
Three Months Ended September 30, 2009
Revenue
Finance and service charges	$	59,673	$	247	$	—	$	59,920
Proceeds from disposition of merchandise		110,302		4,484		—		114,786
Cash advance fees		8,334		89,875		—		98,209
Check cashing fees, royalties and other		1,030		1,584		595		3,209
Total revenue		179,339		96,190		595		276,124
Cost of revenue — disposed merchandise		72,704		2,838		—		75,542
Net revenue		106,635		93,352		595		200,582
Expenses
Operations		57,732		31,380		256		89,368
Cash advance loss provision		2,352		35,338		—		37,690
Administration		9,869		11,751		255		21,875
Depreciation and amortization		7,049		3,129		41		10,219
Total expenses		77,002		81,598		552		159,152
Income from operations	$	29,633	$	11,754	$	43	$	41,430
As of September 30, 2009
Total assets	$	778,621	$	443,900	$	6,491	$	1,229,012
Goodwill	$	208,819	$	279,255	$	5,310	$	493,384

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	Pawn		Cash		Check
	Lending (1)		Advance (2)		Cashing		Consolidated
Three Months Ended September 30, 2008
Revenue
Finance and service charges	$	46,977	$	—	$	—	$	46,977
Proceeds from disposition of merchandise		105,517		—		—		105,517
Cash advance fees		8,584		87,717		—		96,301
Check cashing fees, royalties and other		967		1,610		778		3,355
Total revenue		162,045		89,327		778		252,150
Cost of revenue — disposed merchandise		68,033		—		—		68,033
Net revenue		94,012		89,327		778		184,117
Expenses
Operations		53,000		29,014		305		82,319
Cash advance loss provision		2,725		38,225		—		40,950
Administration		5,527		9,556		276		15,359
Depreciation and amortization		5,995		3,246		57		9,298
Total expenses		67,247		80,041		638		147,926
Income from operations	$	26,765	$	9,286	$	140	$	36,191
As of September 30, 2008
Total assets	$	625,192	$	448,057	$	7,027	$	1,080,276
Goodwill	$	143,998	$	271,532	$	5,310	$	420,840
	Pawn		Cash		Check
	Lending (1)		Advance (2)		Cashing		Consolidated
Nine Months Ended September 30, 2009
Revenue
Finance and service charges	$	166,755	$	404	$	—	$	167,159
Proceeds from disposition of merchandise		346,161		8,558		—		354,719
Cash advance fees		23,141		239,978		—		263,119
Check cashing fees, royalties and other		2,982		6,436		2,181		11,599
Total revenue		539,039		255,376		2,181		796,596
Cost of revenue — disposed merchandise		224,059		5,519		—		229,578
Net revenue		314,980		249,857		2,181		567,018
Expenses
Operations		173,417		86,997		870		261,284
Cash advance loss provision		5,068		86,574		—		91,642
Administration		32,582		32,705		744		66,031
Depreciation and amortization		21,255		9,511		187		30,953
Total expenses		232,322		215,787		1,801		449,910
Income from operations	$	82,658	$	34,070	$	380	$	117,108

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	Pawn		Cash		Check
	Lending (1)		Advance (2)		Cashing		Consolidated
Nine Months Ended September 30, 2008
Revenue
Finance and service charges	$	133,788	$	—	$	—	$	133,788
Proceeds from disposition of merchandise		330,189		—		—		330,189
Cash advance fees		26,514		248,096		—		274,610
Check cashing fees, royalties and other		2,969		6,871		2,636		12,476
Total revenue		493,460		254,967		2,636		751,063
Cost of revenue — disposed merchandise		206,290		—		—		206,290
Net revenue		287,170		254,967		2,636		544,773
Expenses
Operations		159,408		83,148		997		243,553
Cash advance loss provision		7,667		95,150		—		102,817
Administration		27,081		25,985		824		53,890
Depreciation and amortization		17,525		10,249		182		27,956
Total expenses		211,681		214,532		2,003		428,216
Income from operations	$	75,489	$	40,435	$	633	$	116,557

⁽¹⁾ The Pawn Lending segment is composed of the Company’s domestic pawn lending operations and Prenda Fácil. The following table summarizes the results from each channel’s contributions to the Pawn Lending segment for the three and nine months ended September 30, 2009 and 2008 (the average exchange rate of MXN (Mexican pesos) to USD was 13.330 and 14.178 for the three and nine month periods, respectively):

					Total Pawn
	Domestic		Foreign		Lending
Three Months Ended September 30, 2009
Revenue
Finance and service charges	$	52,181	$	7,492	$	59,673
Proceeds from disposition of merchandise		110,302		—		110,302
Cash advance fees		8,334		—		8,334
Check cashing fees, royalties and other		835		195		1,030
Total revenue		171,652		7,687		179,339
Cost of revenue — disposed merchandise		72,704		—		72,704
Net revenue		98,948		7,687		106,635
Expenses
Operations		54,601		3,131		57,732
Cash advance loss provision		2,352		—		2,352
Administration		7,990		1,879		9,869
Depreciation and amortization		6,083		966		7,049
Total expenses		71,026		5,976		77,002
Income from operations	$	27,922	$	1,711	$	29,633

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

					Total Pawn
	Domestic		Foreign		Lending
Three Months Ended September 30, 2008
Revenue
Finance and service charges	$	46,977	$	—	$	46,977
Proceeds from disposition of merchandise		105,517		—		105,517
Cash advance fees		8,584		—		8,584
Check cashing fees, royalties and other		967		—		967
Total revenue		162,045		—		162,045
Cost of revenue — disposed merchandise		68,033		—		68,033
Net revenue		94,012		—		94,012
Expenses
Operations		53,000		—		53,000
Cash advance loss provision		2,725		—		2,725
Administration		5,527		—		5,527
Depreciation and amortization		5,995		—		5,995
Total expenses		67,247		—		67,247
Income from operations	$	26,765	$	—	$	26,765
					Total Pawn
	Domestic		Foreign		Lending
Nine Months Ended September 30, 2009
Revenue
Finance and service charges	$	145,893	$	20,862	$	166,755
Proceeds from disposition of merchandise		346,161		—		346,161
Cash advance fees		23,141		—		23,141
Check cashing fees, royalties and other		2,653		329		2,982
Total revenue		517,848		21,191		539,039
Cost of revenue — disposed merchandise		224,059		—		224,059
Net revenue		293,789		21,191		314,980
Expenses
Operations		164,748		8,669		173,417
Cash advance loss provision		5,068		—		5,068
Administration		27,649		4,933		32,582
Depreciation and amortization		18,558		2,697		21,255
Total expenses		216,023		16,299		232,322
Income from operations	$	77,766	$	4,892	$	82,658

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

					Total Pawn
	Domestic		Foreign		Lending
Nine Months Ended September 30, 2008
Revenue
Finance and service charges	$	133,788	$	—	$	133,788
Proceeds from disposition of merchandise		330,189		—		330,189
Cash advance fees		26,514		—		26,514
Check cashing fees, royalties and other		2,969		—		2,969
Total revenue		493,460		—		493,460
Cost of revenue — disposed merchandise		206,290		—		206,290
Net revenue		287,170		—		287,170
Expenses
Operations		159,408		—		159,408
Cash advance loss provision		7,667		—		7,667
Administration		27,081		—		27,081
Depreciation and amortization		17,525		—		17,525
Total expenses		211,681		—		211,681
Income from operations	$	75,489	$	—	$	75,489

⁽²⁾ The Cash Advance segment is composed of three distribution channels — a multi-unit “storefront” platform, an online, internet based lending platform, and a card services business. The following table summarizes the results from each channel’s contributions to the Cash Advance segment for the three and nine months ended September 30, 2009 and 2008:

			Internet		Card		Total Cash
	Storefront		Lending		Services		Advance
Three Months Ended September 30, 2009
Revenue
Finance and service charges	$	247	$	—	$	—	$	247
Proceeds from disposition of merchandise		4,484		—		—		4,484
Cash advance fees		23,285		63,751		2,839		89,875
Check cashing fees, royalties and other		1,288		294		2		1,584
Total revenue		29,304		64,045		2,841		96,190
Cost of revenue — disposed merchandise		2,838		—		—		2,838
Net revenue		26,466		64,045		2,841		93,352
Expenses
Operations		13,976		16,594		810		31,380
Cash advance loss provision		4,838		29,394		1,106		35,338
Administration		2,345		9,259		147		11,751
Depreciation and amortization		1,228		1,744		157		3,129
Total expenses		22,387		56,991		2,220		81,598
Income from operations	$	4,079	$	7,054	$	621	$	11,754

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

				Internet		Card			Total Cash
	Storefront			Lending		Services			Advance
Three Months Ended September 30, 2008
Revenue
Cash advance fees	$	26,859		$	60,031	$	827		$	87,717
Check cashing fees, royalties and other		1,553			55		2			1,610
Total revenue		28,412			60,086		829			89,327
Expenses
Operations		17,763			10,427		824			29,014
Cash advance loss provision		6,411			31,486		328			38,225
Administration		2,651			6,805		100			9,556
Depreciation and amortization		1,883			1,363		—			3,246
Total expenses		28,708			50,081		1,252			80,041
Income from operations	$	(296	)	$	10,005	$	(423	)	$	9,286
				Internet		Card			Total Cash
	Storefront			Lending		Services			Advance
Nine Months Ended September 30, 2009
Revenue
Finance and service charges	$	404		$	—	$	—		$	404
Proceeds from disposition of merchandise		8,558			—		—			8,558
Cash advance fees		62,520			170,361		7,097			239,978
Check cashing fees, royalties and other		5,540			890		6			6,436
Total revenue		77,022			171,251		7,103			255,376
Cost of revenue — disposed merchandise		5,519			—		—			5,519
Net revenue		71,503			171,251		7,103			249,857
Expenses
Operations		44,174			40,291		2,532			86,997
Cash advance loss provision		10,564			73,065		2,945			86,574
Administration		6,975			25,296		434			32,705
Depreciation and amortization		4,015			5,089		407			9,511
Total expenses		65,728			143,741		6,318			215,787
Income from operations	$	5,775		$	27,510	$	785		$	34,070

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

			Internet		Card			Total Cash
	Storefront		Lending		Services			Advance
Nine Months Ended September 30, 2008
Revenue
Cash advance fees	$	82,979	$	164,290	$	827		$	248,096
Check cashing fees, royalties and other		6,810		59		2			6,871
Total revenue		89,789		164,349		829			254,967
Expenses
Operations		51,637		30,691		820			83,148
Cash advance loss provision		17,421		77,401		328			95,150
Administration		7,992		17,893		100			25,985
Depreciation and amortization		6,688		3,561		—			10,249
Total expenses		83,738		129,546		1,248			214,532
Income from operations	$	6,051	$	34,803	$	(419	)	$	40,435

7. Litigation

     On August 6, 2004, James E. Strong filed a purported class action lawsuit in the State Court of Cobb County, Georgia against Georgia Cash America, Inc., Cash America International, Inc. (together with Georgia Cash America, Inc., “Cash America”), Daniel R. Feehan, and several unnamed officers, directors, owners and “stakeholders” of Cash America. The lawsuit alleges many different causes of action, among the most significant of which is that Cash America made illegal payday loans in Georgia in violation of Georgia’s usury law, the Georgia Industrial Loan Act and Georgia’s Racketeer Influenced and Corrupt Organizations Act. Community State Bank (“CSB”) for some time made loans to Georgia residents through Cash America’s Georgia operating locations. The complaint in this lawsuit claims that Cash America was the true lender with respect to the loans made to Georgia borrowers and that CSB’s involvement in the process is “a mere subterfuge.” Based on this claim, the suit alleges that Cash America is the “de facto” lender and is illegally operating in Georgia. The complaint seeks unspecified compensatory damages, attorney’s fees, punitive damages and the trebling of any compensatory damages. A previous decision by the trial judge to strike Cash America’s affirmative defenses based on arbitration (without ruling on Cash America’s previously filed motion to compel arbitration) was upheld by the Georgia Court of Appeals, and on September 24, 2007, the Georgia Supreme Court declined to review the decision. The case has been returned to the State Court of Cobb County, Georgia, where Cash America filed a motion requesting that the trial court rule on Cash America’s pending motion to compel arbitration and stay the State Court proceedings. The Court denied the motion to stay and ruled that the motion to compel arbitration was rendered moot after the Court struck Cash America’s affirmative defenses based on arbitration. The Georgia Supreme Court declined to review these orders and remanded the case to the State Court of Cobb County, Georgia. A hearing on the propriety of class certification was held on October 13, 2009, and the Court has not yet rendered a decision. The Court ordered that discovery directed at the merits of Plaintiff’s claims be stayed until the Court issues its written decision regarding class certification. Cash America believes that the Plaintiffs’ claims in this suit are without merit and is vigorously defending this lawsuit.

     Cash America and CSB also commenced a federal lawsuit in the U.S. District Court for the Northern District of Georgia seeking to compel Plaintiffs to arbitrate their claims against Cash America and CSB. The U.S. District Court dismissed the federal action for lack of subject matter jurisdiction, and Cash America and CSB appealed the dismissal of their complaint to the U.S. Court of Appeals for the 11th Circuit. The 11th Circuit issued a panel decision on April 27, 2007 reversing the district court’s dismissal of the action and remanding the action to the district court for a determination of the issue of the enforceability of the parties’

24

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

arbitration agreements. Plaintiff requested the 11th Circuit to review this decision en banc and this request was granted. The en banc rehearing took place on February 26, 2008. The 11th Circuit stayed consideration of this matter pending the resolution of the United States Supreme Court case, Vaden v. Discover Bank. In March 2009, the United States Supreme Court determined, in Vaden v. Discover Bank, that the federal courts were able to compel arbitration of a state court action if the underlying issues involved a federal question. Following the United States Supreme Court ruling in Vaden v. Discover Bank, the 11^th Circuit en banc court, without ruling on the case, remanded the case to the 11^th Circuit panel for further consideration in light of the decision in Vaden. The 11^th Circuit panel requested the parties provide additional briefing following the decision of Vaden, which has been completed, and the parties are awaiting the court’s decision. The Strong litigation is still at an early stage, and neither the likelihood of an unfavorable outcome nor the ultimate liability, if any, with respect to this litigation can be determined at this time.

     On July 26, 2008, the Pennsylvania Department of Banking (“PDOB”) issued a notice announcing a “change in policy,” effective February 1, 2009. The notice concluded that out-of-state lenders such as the Company were lending “in” Pennsylvania. Accordingly, the notice purported to subject such lenders to the licensing requirements of the Pennsylvania Consumer Discount Company Act (the “CDCA”), which sets the maximum permissible interest at a level well below the interest rate the Company charges on its online cash advance loans. On January 8, 2009, the Company brought suit against the PDOB in Pennsylvania Commonwealth Court, arguing that the notice was invalid because it was adopted in violation of applicable procedural requirements and because it conflicted with the plain language of the CDCA. As a part of these proceedings, the PDOB filed a counterclaim against the Company seeking a declaratory judgment that the Company’s online lending activities to Pennsylvania consumers is not authorized by Pennsylvania law, however, the PDOB represented that it “has no intent to pursue a retroactive financial remedy” against the Company or any similarly situated lender for loans made prior to the date of the ultimate decision in this case. After a hearing on the Company’s initial request for a preliminary injunction, the judge expressed the view that the matter should be heard by all the judges of the Commonwealth Court. A hearing on the merits of the Company’s claim against the PDOB was held before the entire Commonwealth Court on April 1, 2009. On July 10, 2009, the Commonwealth Court issued its decision in favor of the PDOB, and in response thereto, the Company has ceased originating new loans in Pennsylvania. On July 15, 2009, the Company filed an expedited appeal of this decision with the Pennsylvania Supreme Court and also requested that the Commonwealth Court stay its order pending the appeal. On July 21, 2009, the Commonwealth Court denied the Company’s motion to stay its order. Although an expedited appeal has been requested, the Pennsylvania Supreme Court has not yet set a hearing date and the Company does not expect a decision on the appeal until late 2009 or early 2010.

     On March 5, 2009, Peter Alfeche filed a purported class action lawsuit in the United States District Court for the Eastern District of Pennsylvania against Cash America International, Inc., Cash America Net of Nevada, LLC (“CashNet Nevada”), Cash America Net of Pennsylvania, LLC and Cash America of PA, LLC, d/b/a CashNetUSA.com (collectively, “CashNetUSA”). The lawsuit alleges, among other things, that CashNetUSA’s online payday lending activities in Pennsylvania were illegal and not in accordance with the Pennsylvania Loan Interest Protection Law or the licensing requirements of the CDCA. The lawsuit also seeks declaratory judgment that several of CashNetUSA’s contractual provisions, including choice of law and arbitration provisions, are not authorized by Pennsylvania law. The complaint seeks unspecified compensatory damages, attorney’s fees and the trebling of any compensatory damages. CashNetUSA filed a motion to enforce the arbitration provision located in the agreements governing the lending activities, and a hearing on the motion was held on July 1, 2009. On July 16, 2009, CashNetUSA filed a motion to stay the litigation pending the U.S. Supreme Court’s review of Stolt-Nielsen, S.A. v. AnimalFeeds, Int’l Corp., which addresses the treatment of class action waivers in arbitration provisions under the Federal Arbitration Act. A hearing on the motions was held on October 14, 2009, and the Court has not rendered its decision. The

25

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Alfeche litigation is still at an early stage, and neither the likelihood of an unfavorable outcome nor the ultimate liability, if any, with respect to this litigation can be determined at this time. CashNetUSA believes that the Plaintiffs’ claims in this suit are without merit and will vigorously defend this lawsuit.

     On April 21, 2009, Yulon Clerk filed a purported class action lawsuit in the Court of Common Pleas of Philadelphia County, Pennsylvania, against CashNet Nevada and several other unrelated third-party lenders. The lawsuit alleges, among other things, that the defendants’ lending activities in Pennsylvania, including CashNet Nevada’s online payday lending activities in Pennsylvania, were illegal and in violation of various Pennsylvania laws, including the Loan Interest Protection Law, the CDCA and the Unfair Trade Practices and Consumer Protection Laws. The complaint seeks payment of potential fines, unspecified damages, attorney’s fees and the trebling of certain damages. The defendants removed the case to the United States District Court for the Eastern District of Pennsylvania where the lawsuit now resides. The case was subsequently reassigned to the same judge presiding in the Alfeche litigation. CashNet Nevada filed a motion with the federal court to enforce the arbitration provision located in the agreements governing the lending activities and has also filed a motion to stay the litigation pending the U.S. Supreme Court’s review of Stolt-Nielsen, S.A. v. AnimalFeeds, Int’l Corp. A hearing on the motions was held on October 14, 2009, and the Court has not rendered its decision. The Clerk litigation is still at an early stage, and neither the likelihood of an unfavorable outcome nor the ultimate liability, if any, with respect to this litigation can be determined at this time. CashNet Nevada believes that the Plaintiffs’ claims in this suit are without merit and will vigorously defend this lawsuit.

     The Company is a defendant in certain lawsuits encountered in the ordinary course of its business. Certain of these matters are covered to an extent by insurance. In the opinion of management, the resolution of these matters will not have a material adverse effect on the Company’s financial position, results of operations or liquidity.

8. Fair Values of Financial Instruments

     The carrying amounts and estimated fair values of financial instruments at September 30, 2009 and 2008 were as follows (in thousands):

	September 30,
	2009				2008
	Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value
Financial assets:
Cash and cash equivalents	$	28,532	$	28,532	$	29,754	$	29,754
Pawn loans		190,478		190,478		158,226		158,226
Cash advances, net		93,472		93,472		87,034		87,034
Interest rate cap		187		187		11		11
Financial liabilities:
Bank lines of credit		207,717		203,250		243,692		250,161
Senior unsecured notes		238,891		302,642		108,500		107,744

     Cash and cash equivalents bear interest at market rates and have maturities of less than 90 days. Pawn loans have relatively short maturity periods depending on local regulations, generally 90 days or less. Cash advance loans generally have a loan term of seven to 45 days. Finance and service charge rates are determined by regulations and bear no valuation relationship to the capital markets’ interest rate movements. Generally, pawn loans may only be resold to a licensed pawnbroker.

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     The fair values of the Company’s long-term debt instruments are estimated based on market values for debt issues with similar characteristics or rates currently available for debt with similar terms. When compared to the recent issuances of similar senior unsecured notes, the Company’s like indebtedness has a higher fair value due to the yield difference.

9. Fair Value Measurements

     The Company adopted the provisions of ASC 820-10, Fair Value Measurements and Disclosures, on January 1, 2008 for financial assets and liabilities, and January 1, 2009 for non-financial assets that are recognized or disclosed in the financial statements on a nonrecurring basis. The adoption of this pronouncement did not have a material effect on the Company’s financial position or results of operations. ASC 820-10-05, Overview and Background, defines fair value to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and emphasizes that fair value is a market-based measurement, not an entity-specific measurement. It establishes a fair value hierarchy and expands disclosures about fair value measurements in both interim and annual periods. ASC 820-10-50, Disclosure (“ASC 820-10-50”), enables the reader of the financial statements to assess the inputs used to develop fair value measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. ASC 820-10-50 requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

     The Company’s financial assets that are measured at fair value on a recurring basis as of September 30, 2009 are as follows (in thousands):

	September 30,		Fair Value Measurements Using
	2009		Level 1		Level 2		Level 3
Financial assets:
Interest rate cap	$	187	$	—	$	187	$	—
Nonqualified savings plan assets		5,067		5,067		—		—
Total	$	5,254	$	5,067	$	187	$	—

     The Company measures the value of its interest rate cap under Level 2 inputs as defined by ASC 820. The Company relies on a mark to market valuation based on yield curves using observable market interest rates for the interest rate cap. The fair value of the nonqualified savings plan assets are measured under a Level 1 input. These assets are publicly traded equity securities for which market prices are readily observable.

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Derivative Instruments

     The Company periodically uses derivative financial instruments, such as interest rate cap agreements, for the purpose of managing interest rate exposures that exist from ongoing business operations. For derivatives designated as cash flow hedges, the effective portions of changes in fair value of the derivative are reported in other comprehensive income and are subsequently reclassified into earnings when the hedged item affects earnings. The change in the fair value of the ineffective portion of the hedge, if any, will be recorded as income or expense. The fair values of the interest rate cap agreements and net investment hedge in foreign operations are included in “Other receivables and prepaid expenses” and “Notes payable,” respectively, of the accompanying consolidated balance sheets.

     On December 27, 2007, the Company entered into an interest rate cap agreement with a notional amount of $10.0 million of the Company’s outstanding floating rate line of credit for a term of 24 months at a fixed rate of 4.75%. On December 3, 2008, the Company entered into an interest rate cap agreement with a notional amount of $15.0 million of the Company’s outstanding floating rate line of credit for a term of 36 months at a fixed rate of 3.25%. On March 27, 2009, the Company entered into an interest rate cap agreement with a notional amount of $15.0 million of the Company’s outstanding floating rate line of credit for a term of 36 months at a fixed rate of 3.25%. These interest rate cap agreements have been determined to be perfectly effective cash flow hedges, pursuant to ASC 815-20-25, Derivatives and Hedging — Recognition at inception and on an ongoing basis.

     In May 2008, the Company entered into a line of credit facility of £7.5 million with a foreign commercial bank and designated the debt as a hedging instrument of the Company’s net investment in its subsidiary that offers cash advances to residents of the United Kingdom. The balance outstanding at September 30, 2009 was £5.3 million (approximately $8.4 million).

     The Company periodically uses forward currency exchange contracts and foreign debt instruments to minimize risk of foreign currency exchange rate fluctuations. During the three and nine months ended September 30, 2009, the Company entered into foreign currency contracts totaling $13.2 million to minimize the effect of foreign currency risk in Mexico. Under these contracts the Company received fixed payments of $6.9 million for contracts which expired through September 30, 2009, and paid the counter party a total of MXN 94.2 million (Mexican pesos) upon maturity. The Company received fixed payments of $6.3 million for contracts which have not expired, and will pay the counter party a total of MXN 85.9 million (Mexican pesos) upon maturity. Any gain or loss resulting from these forward contracts are recorded as income or loss and are included in “Foreign currency transaction gain (loss)” in the Company’s consolidated statement of income. For the three and nine months ended September 30, 2009, the Company recorded losses of $15,000 and $0.2 million, respectively, related to these forward contracts. Because the Company’s Australian operations are not material, the Company does not manage its exposure to risk from foreign currency exchange rate fluctuations through the use of foreign exchange forward contracts. As the Company’s foreign operations continue to grow, management will continue to evaluate and implement foreign exchange rate risk management strategies.

28

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

							Amount of Gain or
		Amount of Gain or					(Loss) Recognized in
		(Loss) Recognized in					Income on
		OCI on Derivative					Derivative
Derivatives in ASC 815		(Effective Portion)					(Ineffective Portion)
Cash Flow Hedging
Relationships	Balance Sheet Location	2009		2008			2009		2008
Interest rate cap	Other receivables and prepaid expenses	$	31	$	(7	)	$	—	$	—
Total		$	31	$	(7	)	$	—	$	—

11. Subsequent Events

     The Company has evaluated subsequent events through October 22, 2009, which is the date the financial statements were issued, and has determined that there were no subsequent events as of this date.

29

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

GENERAL

          The Company provides specialty financial services to individuals through its Company-owned and franchised lending locations and check cashing centers and via the Internet. These services include secured non-recourse loans, commonly referred to as pawn loans, short-term unsecured cash advances, installment loans, credit services, check cashing and related financial services. Finance and service charges revenue are generated from the Company’s pawn loan portfolio. A related activity of the pawn lending operations is the disposition of collateral from unredeemed pawn loans and the liquidation of a much smaller volume of merchandise purchased directly from customers. Cash advance fees are generated from the Company’s cash advance products, from credit service fees generated from customers for loans arranged with independent third-party lenders through a credit services organization (the “CSO program”) and from the Company’s card services business through which the Company provides marketing and loan processing services for a third-party bank issued line of credit on certain stored-value debit cards that the bank issues and purchases a participation interest in these line of credit receivables. Check cashing fees are generated from check cashing and other financial services.

          As of September 30, 2009, the Company had 1,034 total locations offering specialty financial services to its customers in the United States and Mexico. As of September 30, 2009, the Company also offered specialty financial services over the internet in the United States, United Kingdom and Australia. The Company operates in three segments: pawn lending, cash advance and check cashing.

          As of September 30, 2009, the Company’s pawn lending operating segment offered secured non-recourse loans to individuals, commonly referred to as pawn loans, through 660 total pawn lending locations, including 645 Company-owned units and 15 unconsolidated franchised units, consisting of:

• 503 stores that operate in 22 states in the United States under the names “Cash America Pawn” and “SuperPawn,” and

• 157 stores, of which the Company is a majority owner due to the December 16, 2008 acquisition (the “Prenda Fácil acquisition”) by the Company of 80% of the outstanding stock of Creazione Estilo, S.A. de C.V., SOFOM, E.N.R., a Mexican sociedad anónima de capital variable, sociedad financiera de objeto múltiple, entidad no regulada (“Creazione”), that operate in 19 jurisdictions in central and southern Mexico under the name “Prenda Fácil” (referred to as “Prenda Fácil”).

          During the nine month period ended September 30, 2009, the Company acquired one pawn lending location, established 49 locations, and combined or closed three locations for a net increase in Company-owned pawn lending locations of 47.

          As of September 30, 2009, the Company’s cash advance operating segment consisted of:

• 248 cash advance storefront locations in six states in the United States operating under the names “Cash America Payday Advance” and “Cashland;”

• the Company’s Internet distribution platform, which offered short-term cash advances over the Internet to customers in 32 states in the United States at http://www.cashnetusa.com, in the United Kingdom at http://www.quickquid.co.uk, and in Australia at http://www.dollarsdirect.com.au; and

• the Company’s card services business, which processed line of credit advances on behalf of a third-party lender that were outstanding in all 50 states and one other United States territory.

30

          As of September 30, 2009, the Company’s check cashing operating segment consisted of 121 unconsolidated franchised and five consolidated company-owned check cashing locations operating in 16 states in the United States under the name “Mr. Payroll.” For the nine month period ended September 30, 2009, the Company established one check cashing location and combined or closed eight locations for a net decrease in check cashing locations of seven.

31

          RESULTS OF CONTINUING OPERATIONS

          The following table sets forth the components of the consolidated statements of income as a percentage of total revenue for the periods indicated.

	Three months ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Revenue
Finance and service charges		21.7	%		18.6	%		21.0	%		17.8	%
Proceeds from disposition of merchandise		41.6			41.8			44.5			44.0
Cash advance fees		35.5			38.2			33.0			36.6
Check cashing fees, royalties and other		1.2			1.4			1.5			1.6
Total Revenue		100.0			100.0			100.0			100.0
Cost of Revenue
Disposed merchandise		27.4			27.0			28.8			27.5
Net Revenue		72.6			73.0			71.2			72.5
Expenses
Operations		32.4			32.6			32.8			32.4
Cash advance loss provision		13.6			16.2			11.5			13.7
Administration		7.9			6.1			8.3			7.2
Depreciation and amortization		3.7			3.7			3.9			3.7
Total Expenses		57.6			58.6			56.5			57.0
Income from Operations		15.0			14.4			14.7			15.5
Interest expense		(2.0	)		(1.7	)		(2.0	)		(1.5	)
Interest income		—			—			—			0.1
Foreign currency transaction gain		(0.1	)		—			—			—
Income before Income Taxes		12.9			12.7			12.7			14.1
Provision for income taxes		4.7			5.2			4.7			5.4
Net Income		8.2			7.5			8.0			8.7
Less: Net income attributable to the noncontrolling interest		(0.1	)		—			(0.1	)		—
Net Income Attributable to Cash America International, Inc.		8.1	%		7.5	%		7.9	%		8.7	%

32

          The following table sets forth certain selected financial and non-financial data as of September 30, 2009 and 2008, and for each of the three and nine months then ended (dollars in thousands unless noted otherwise).

	Three Months Ended						Nine months ended
	September 30,						September 30,
	2009			2008			2009			2008
Location statistics
Pawn segment locations in operation — (e)
Beginning of period, owned		632			487			598			485
Acquired		—			—			1			1
Start-ups		16			—			49			1
Combined or closed		(3	)		—			(3	)		—
End of period, owned		645			487			645			487
Franchise locations at end of period (a)		15			15			15			15
Total pawn lending location locations at end of period (a) (e)		660			502			660			502
Average number of owned pawn lending location locations (a) (e)		641			487			622			486
Cash advance segment locations in operation (excludes online lending and card services) —
Beginning of period		248			292			248			304
Combined or closed		—			(2	)		—			(14	)
End of period		248			290			248			290
Average number of cash advance locations		248			291			248			298
Check cashing segment locations —
Company-owned locations at end of period		5			5			5			5
Franchised locations at end of period (a)		121			129			121			129
Total check cashing centers in operation at end of period (a)		126			134			126			134
Combined total of all locations at end of period (a)		1034			926			1034			926
Services offered by locations
Pawn lending —
Pawn lending segment:
Domestic		488			487			488			487
Foreign (e)		157			—			157			—
Franchise — domestic (a)		15			15			15			15
Combined pawn lending segment (e)		660			502			660			502
Cash advance segment — storefront operations		116			—			116			—
Total locations offering pawn lending (a) (e)		776			502			776			502
Cash advances —
Cash advance segment — storefront operations		248			290			248			290
Pawn lending segment — domestic		432			432			432			432
Total locations offering cash advances		680			722			680			722
Check cashing —
Check cashing segment
Company-owned locations		5			5			5			5
Franchised locations (a)		121			129			121			129
Total check cashing segment (a)		126			134			126			134
Cash advance segment — storefront operations		248			290			248			290
Pawn lending segment — domestic		383			399			383			399
Total locations offering check cashing (a)		757			823			757			823

33

	Three Months Ended						Nine months ended
	September 30,						September 30,
	2009			2008			2009			2008
Market coverage
Market coverage for pawn lending segment at end of period
States in the U.S		22			22			22			22
Foreign countries (e)		1			—			1			—
Market coverage for cash advance segment at end of period(c)
States and other U.S. territories
Storefront		6			7			6			7
Online		32			33			32			33
Card services		51			51			51			51
Foreign countries
Online		2			1			2			1
Pawn Lending Activities(f)
Annualized yield on pawn loans —
Pawn lending segment:
Domestic		127.7	%		123.9	%		131.1	%		128.2	%
Foreign (e)		141.0	%		—	%		147.8	%		—	%
Combined pawn lending segment (e)		129.2	%		123.9	%		133.0	%		128.2	%
Cash advance segment — storefront operations		74.9	%		—	%		85.0	%		—	%
Combined annualized yield on pawn loans (e)		128.9	%		123.9	%		132.8	%		128.2	%
Amount of pawn loans written and renewed —
Pawn lending segment:
Domestic	$	170,059		$	161,225		$	465,179		$	442,553
Foreign (e)		29,633			—			72,776			—
Combined pawn lending segment (e)	$	199,692		$	161,225		$	537,955		$	442,553
Cash advance segment — storefront operations		1,421			—			2,654			—
Combined amount of pawn loans written and renewed (e)	$	201,113		$	161,225		$	540,609		$	442,553
Average pawn loan balance outstanding —
Pawn lending segment:
Domestic	$	162,100		$	150,792		$	148,796		$	139,363
Foreign (e)		21,140			—			18,893			—
Combined pawn lending segment (e)	$	183,240		$	150,792		$	167,689		$	139,363
Cash advance segment — storefront operations		1,312			—			637			—
Combined average pawn loan balance outstanding (e)	$	184,552		$	150,792		$	168,326		$	139,363
Ending pawn loan balance —
Pawn lending segment:
Domestic	$	166,481		$	158,226		$	166,481		$	158,226
Foreign (e)		22,429			—			22,429			—
Combined pawn lending segment (e)	$	188,910		$	158,226		$	188,910		$	158,226
Cash advance segment — storefront operations		1,568			—			1,568			—
Combined ending pawn loan balance per location offering pawn loans (e)	$	190,478		$	158,226		$	190,478		$	158,226
Ending pawn loan balance per location offering pawn loans —
Pawn lending segment :
Domestic	$	341		$	325		$	341		$	325
Foreign (e)	$	143		$	—		$	143		$	—
Combined pawn lending segment (e)	$	293		$	325		$	293		$	325
Cash advance segment — storefront operations	$	14		$	—		$	14		$	—
Combined ending pawn loan balance per location offering pawn loans (e)	$	250		$	325		$	250		$	325

34

	Three Months Ended						Nine months ended
	September 30,						September 30,
	2009			2008			2009			2008
Average pawn loan amount at end of period (not in thousands) —
Pawn lending segment:
Domestic	$	119		$	121		$	119		$	121
Foreign (e)	$	103		$	—		$	103		$	—
Combined pawn lending segment (e)	$	117		$	121		$	117		$	121
Cash advance segment — storefront operations	$	104		$	—		$	104		$	—
Combined average pawn loan amount at end of period (e)	$	117		$	121		$	117		$	121
Disposition of merchandise — domestic —
Profit margin on disposition of merchandise
Pawn lending segment — domestic		34.1	%		35.5	%		35.3	%		37.5	%
Cash advance segment — storefront operations		36.7	%		—	%		35.5	%		—	%
Combined profit margin on disposition of merchandise		34.2	%		35.5	%		35.3	%		37.5	%
Disposition of merchandise — pawn lending segment — domestic —
Average annualized merchandise turnover		2.6	x		2.6	x		2.8	x		2.8	x
Average balance of merchandise held for disposition per average location in operation	$	226		$	213		$	217		$	204
Ending balance of merchandise held for disposition per location in operation	$	238		$	228		$	238		$	228
Cash advance activities(f)
Amount of cash advances written —(a) (c)
Funded by the Company
Cash advance segment:
Storefront	$	171,470		$	146,504		$	460,016		$	449,571
Internet lending		174,492			202,706			510,038			551,222
Total cash advance segment	$	345,962		$	349,210		$	970,054		$	1,000,793
Pawn lending segment — domestic		15,958			15,100			43,924			43,229
Combined funded by the Company	$	361,920		$	364,310		$	1,013,978		$	1,044,022
Funded by third-party lenders (a) (b)
Cash advance segment:
Storefront	$	24,197		$	21,600		$	64,810		$	71,585
Internet lending		163,446			113,997			385,799			327,725
Card services		30,457			—			76,123			—
Total cash advance segment	$	218,100		$	135,597		$	526,732		$	399,310
Pawn lending segment — domestic		34,356			35,534			95,488			111,309
Combined funded by third-party lenders (a) (b)	$	252,456		$	171,131		$	622,220		$	510,619
Aggregate amount of cash advances written — (a) (c)
Cash advance segment:
Storefront	$	195,667		$	168,104		$	524,826		$	521,156
Internet lending		337,938			316,703			895,837			878,947
Card services		30,457			—			76,123			—
Total cash advance segment	$	564,062		$	484,807		$	1,496,786		$	1,400,103
Pawn lending segment — domestic		50,314			50,634			139,412			154,538
Combined aggregate amount of cash advances written(a) (c)	$	614,376		$	535,441		$	1,636,198		$	1,554,641

35

	Three Months Ended				Nine months ended
	September 30,				September 30,
	2009		2008		2009		2008
Number of cash advances written (not in thousands) —
Funded by the Company
Cash advance segment:
Storefront		387,635		422,009		1,038,877		1,267,211
Internet lending		445,928		487,572		1,270,268		1,318,454
Total cash advance segment		833,563		909,581		2,309,145		2,585,665
Pawn lending segment — domestic		48,927		46,777		134,051		137,518
Combined by the Company		882,490		956,358		2,443,196		2,723,183
Funded by third-party lenders (a) (b)
Cash advance segment:
Storefront		40,559		37,867		109,031		127,651
Internet lending		237,104		168,553		540,332		493,134
Card services		216,535		—		516,236		—
Total cash advance segment		494,198		206,420		1,165,599		620,785
Pawn lending segment — domestic		64,325		75,031		178,450		236,729
Combined by third-party lenders (a) (b)		558,523		281,451		1,344,049		857,514
Aggregate number of cash advances written — (a) (c)
Cash advance segment:
Storefront		428,194		459,876		1,147,908		1,394,862
Internet lending		683,032		656,125		1,810,600		1,811,588
Card services		216,535		—		516,236		—
Total cash advance segment		1,327,761		1,116,001		3,474,744		3,206,450
Pawn lending segment — domestic		113,252		121,808		312,501		374,247
Combined aggregate number of cash advances written (a) (c)		1,441,013		1,237,809		3,787,245		3,580,697
Cash advance customer balances (gross):
Owned by Company (d)
Cash advance segment:
Storefront	$	42,581	$	40,295	$	42,581	$	40,295
Internet lending		62,207		64,944		62,207		64,944
Card services		6,448		—		6,448		—
Total cash advance segment	$	111,236	$	105,239	$	111,236	$	105,239
Pawn lending segment — domestic		6,924		7,096		6,924		7,096
Combined owned by the Company(d)	$	118,160	$	112,335	$	118,160	$	112,335
Owned by third-party lenders (a) (b)
Cash advance segment :
Storefront	$	4,373	$	4,462	$	4,373	$	4,462
Internet lending		31,568		19,960		31,568		19,960
Card services		649		—		649		—
Total cash advance segment	$	36,590	$	24,422	$	36,590	$	24,422
Pawn lending segment — domestic		6,827		6,594		6,827		6,594
Combined owned by third-party lenders (a) (b)	$	43,417	$	31,016	$	43,417	$	31,016
Aggregate cash advance customer balances (gross) — (a) (c)
Cash advance segment:
Storefront	$	46,954	$	44,757	$	46,954	$	44,757
Internet lending		93,775		84,904		93,775		84,904
Card services		7,097		—		7,097		—
Total cash advance segment	$	147,826	$	129,661	$	147,826	$	129,661
Pawn lending segment — domestic		13,751		13,690		13,751		13,690
Combined aggregate cash advance customer balances (gross) (a) (c)	$	161,577	$	143,351	$	161,577	$	143,351

36

	Three Months Ended						Nine months ended
	September 30,						September 30,
	2009			2008			2009			2008
Average amount per cash advance written (not in thousands) —
Funded by the Company
Cash advance segment:
Storefront	$	442		$	347		$	443		$	355
Internet lending	$	391		$	416		$	402		$	418
Total cash advance segment	$	415		$	384		$	420		$	387
Pawn lending segment — domestic	$	326		$	323		$	328		$	314
Combined by the Company	$	410		$	381		$	415		$	383
Funded by third-party lenders (a) (b)
Cash advance segment
Storefront	$	597		$	570		$	594		$	561
Internet lending	$	689		$	676		$	714		$	665
Card services	$	141		$	—		$	147		$	—
Total cash advance segment	$	441		$	657		$	452		$	643
Pawn lending segment — domestic	$	534		$	474		$	535		$	470
Combined by third-party lenders (a) (b)	$	452		$	608		$	463		$	595
Aggregate average amount per cash advance written —(a) (c)
Cash advance segment:
Storefront	$	457		$	366		$	457		$	374
Internet lending	$	495		$	483		$	495		$	485
Card services	$	141		$	—		$	147		$	—
Total cash advance segment	$	425		$	434		$	431		$	437
Pawn lending segment — domestic	$	444		$	416		$	446		$	413
Combined aggregate average amount per cash advance written (a) (c)	$	426		$	433		$	432		$	434
Check cashing
Face amount of checks cashed —
Company-owned locations:
Check cashing segment	$	5,175		$	7,106		$	17,348		$	22,322
Cash advance segment		29,026			40,497			120,727			151,688
Pawn lending segment		4,918			7,222			18,307			27,483
Combined company-owned locations		39,119			54,825			156,382			201,493
Franchised locations — check cashing segment (a)		229,314			295,791			790,671			968,000
Combined face amount of checks cashed (a)	$	268,433		$	350,616		$	947,053		$	1,169,493
Fees collected from customers —
Company-owned locations:
Check cashing segment	$	61		$	89		$	244		$	313
Cash advance segment		687			957			3,012			4,072
Pawn lending segment		81			122			336			506
Combined company-owned locations		829			1,168			3,592			4,891
Franchised locations — check cashing segment (a)		3,150			4,073			11,288			13,740
Combined fees collected from customers (a)	$	3,979		$	5,241		$	14,880		$	18,631
Fees as a percentage of checks cashed —
Company-owned locations:
Check cashing segment		1.2	%		1.3	%		1.4	%		1.4	%
Cash advance segment		2.4			2.4			2.5			2.7
Pawn lending segment		1.6			1.7			1.8			1.8
Combined company-owned locations		2.1			2.1			2.3			2.4
Franchised locations — check cashing segment(a)		1.4			1.4			1.4			1.4
Combined fees as a percentage of checks cashed (a)		1.5	%		1.5	%		1.6	%		1.6	%

37

	Three Months Ended				Nine months ended
	September 30,				September 30,
	2009		2008		2009		2008
Average check cashed (not in thousands) —
Company-owned locations:
Check cashing segment	$	404	$	400	$	423	$	405
Cash advance segment	$	510	$	463	$	581	$	516
Pawn lending segment	$	335	$	412	$	410	$	474
Combined company-owned locations	$	463	$	447	$	533	$	495
Franchised locations — check cashing segment (a)	$	412	$	437	$	457	$	465
Combined average check cashed(a)	$	418	$	436	$	461	$	464

(a)	Non-generally accepted accounting principles in the United States (“non-GAAP”) presentation. For informational purposes and to provide a greater understanding of the Company’s businesses. Management believes that information provided with this level of detail is meaningful and useful in understanding the activities and business metrics of the Company’s operations. The non-GAAP financial measure is provided immediately following its most comparable generally accepted accounting principles accepted in the United States (“GAAP”) amount and can be reconciled to its most comparable GAAP amount through the presentation of the financial information above.
(b)	Includes (i) cash advances written by third-party lenders that were arranged by the Company on behalf of the third-party lenders through a CSO Program offered in certain states in the Company’s storefront and online distribution channels, and (ii) line of credit advances issued by a third-party lender utilizing the Company’s card services distribution channel to process these cash advances under a line of credit offered by such lender on certain stored-value and payroll cards issued by such lender. In its card services distribution channel, the Company acquires a participation interest in the receivables generated by the third party lender; and cash advance fees associated with the Company’s card services activities include revenue from the Company’s participation interest in the line of credit receivables generated by the third party lender, as well as marketing, processing and other miscellaneous fee income. (Note: The Company did not commence business in the card services distribution channel until the third quarter of 2008).
(c)	Includes cash advances written by the Company as well as the cash advance products described in footnote (b) above.
(d)	Amounts recorded in the Company’s consolidated financial statements.
(e)	Includes Prenda Fácil locations.
(f)	Excludes franchised locations.

38

CRITICAL ACCOUNTING POLICIES

          Except as described below, there have been no changes of critical accounting policies since December 31, 2008. For additional information on critical accounting policies, see Note 1 of Notes to Consolidated Financial Statements.

Goodwill

          Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-20-35, Goodwill — Subsequent Measurement, the Company tests goodwill for potential impairment annually as of June 30 and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. As defined in FASB ASC 350-20, the Company has three reporting units: pawn lending operations, cash advance operations and check cashing operations. These reporting units offer products with similar economic characteristics and have discrete financial information which is regularly reviewed by executive management. See Note 1, Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements, for further discussion.

          The Company’s impairment evaluation of goodwill is based on comparing the fair value of the Company’s reporting units to their carrying value. The fair value of the reporting units was determined based on the income approach and then compared to the results of the market approach for reasonableness. The income approach establishes fair value based on estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital developed using the capital asset pricing model, which reflects the overall level of inherent risk of a reporting unit. The income approach uses the Company’s projections of financial performance for a five-year period and includes assumptions about future revenue growth rates, operating margin and terminal values which vary among reporting units. The market approach establishes fair value by applying cash flow multiples to the reporting unit’s operating performance. The multiples are derived from other publicly traded companies that are similar but not identical from an operational and economic standpoint.

          The Company performed its 2009 annual impairment test of goodwill as of June 30, 2009. The results of the annual impairment test indicated that the Company’s reporting units had fair values that exceeded carrying value by 79%. Based on the results of this test, no impairment of goodwill was observed. The Company also performed a sensitivity analysis on the Company’s estimated fair value using the income approach. A key assumption in the Company’s fair value estimate is the weighted average cost of capital utilized for discounting the Company’s cash flow estimates in the Company’s income approach. Holding all other assumptions constant at the annual assessment date, a 100 basis point increase in the discount rates would reduce the enterprise value for the Company’s reporting units by $71.0 million, which exceeds carrying value by 69%.

          The Company considered the need to update our most recent annual impairment test as of September 30, 2009 and concluded that there were no impairment indicators. The Company believes the assumptions used during the most recent annual assessment remain appropriate.

          The process of evaluating goodwill for impairment involves the determination of the fair value of the Company’s reporting units. Inherent in such fair value determination are certain judgments and estimates relating to future cash flows, including the Company’s interpretation of current economic indicators and market valuations, and assumptions about the Company’s strategic plans with regard to the Company’s operations. To the extent additional information arises, market conditions change or the Company’s strategies change, it is possible that the Company’s conclusions regarding whether existing goodwill is impaired could change and result in a material effect on the Company’s consolidated financial position or results of perations.

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OVERVIEW

Components of Consolidated Net Revenue, Reduced by Cash Advance Loss Provision. Consolidated net revenue, reduced by cash advance loss provision is comprised of finance and service charges from pawn loans, profit from the disposition of merchandise, cash advance fees less cash advance loss provision, and other revenue. Other revenue is comprised of check cashing fees, royalties and miscellaneous other revenue items, such as ancillary products offered in stores.

          During the three months ended September 30, 2009 (the “current quarter”), consolidated net revenue, reduced by cash advance loss provision, increased 13.8% from $143.2 million to $162.9 million for the same period in 2008 (the “prior year quarter”). This net figure becomes the income available to satisfy remaining operating expenses and administrative expenses and is the measure management uses to evaluate top line performance. The contribution from pawn lending activities, defined as finance and service charges plus the profit from the disposition of merchandise, accounted for 60.9% and 59.0% of consolidated net revenue, reduced by cash advance loss provision for the current quarter and prior year quarter, respectively, and remains the dominant component of consolidated net revenue, reduced by cash advance loss provision for the Company.

          During the nine months ended September 30, 2009, (the “current nine-month period”) consolidated net revenue, reduced by cash advance loss provision, increased 7.6% to $475.4 million from $442.0 million for the same period in 2008 (the “prior year nine-month period”). The contribution from pawn lending activities accounted for 61.5% and 58.3% of consolidated net revenue, reduced by cash advance loss provision for the current nine-month period and the prior year nine-month period, respectively, and remains the dominant component of consolidated net revenue, reduced by cash advance loss provision for the Company.

          The following graphs show the components of consolidated net revenue, reduced by cash advance loss provision for the three and nine months ended September 30, 2009 and 2008:

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41

Contribution to Increase in Net Revenue, Reduced by Cash Advance Loss Provision. The Company’s consolidated net revenue, reduced by cash advance loss provision increased $19.7 million, or 13.8%, and $13.0 million, or 10.0%, for the current quarter and the prior year quarter, respectively. The contribution from pawn lending activities for the current quarter increased $14.7 million, contributing 74.5% of the increase in consolidated net revenue, reduced by cash advance loss provision. The increase in pawn contribution was mainly due to higher finance and service charges on higher average loan balances in domestic operations and the Prenda Fácil acquisition. During the first quarter of 2009, certain cash advance lending locations began offering pawn lending activities, which also contributed to the increase in the contribution from pawn lending activities during the current quarter.

     Cash advance fees, reduced by cash advance loss provision for the current quarter increased $5.2 million, contributing 26.2% of the increase in consolidated net revenue, reduced by cash advance loss provision. In the prior year quarter, the contribution from pawn lending activities increased $9.4 million, contributing 72.5% of the increase in consolidated net revenue, reduced by cash advance loss provision. The increase in the contribution from pawn lending activities in the current quarter was mainly due to higher finance and service charges on higher average loan balances in domestic operations and an increase in the volume of disposed merchandise. Also in the prior year quarter, higher levels of cash advance fees, reduced by cash advance loss provision contributed $3.5 million, or 27.4% of the increase, primarily due to significant growth in cash advance balances outstanding and lower year over year loss rates.

The following table sets forth the contribution to year over year increases in net revenue, reduced by cash advance loss provision (dollars in thousands):

	Increase (Decrease) for Three Months Ended September 30,
	2009 Over 2008						2008 Over 2007
	$			% of			$		% of
	Change			Total			Change		Total
Finance and service charges	$	12,943			65.6	%	$	5,591		43.1	%
Profit from the disposition of merchandise		1,760			8.9			3,811		29.4
Subtotal		14,703			74.5	%		9,402		72.5	%
Cash advance fees, net of loan losses		5,168			26.2			3,546		27.4
Check cashing fees, royalties and other		(146	)		(0.7	)		12		0.1
Total	$	19,725			100.0	%	$	12,960		100.0	%

     The Company’s consolidated net revenue, reduced by cash advance loss provision increased $33.4 million, or 7.6%, and $64.8 million, or 17.2%, for the current nine-month period and the prior year nine-month period, respectively. The contribution from pawn lending activities for the current nine-month period increased $34.6 million, contributing 103.6% of the increase in consolidated net revenue. net of cash advance loss provision, mainly due to greater finance and service charges on higher average loan balances and the acquisition of Prenda Fácil. During the first quarter of 2009, certain cash advance locations began offering pawn lending activities, which increased the contribution from pawn lending activities during the current nine-month period. The increase in the contribution from pawn lending activities was partially offset by a 0.9% decrease in contribution from cash advance fees, reduced by cash advance loss provision, resulting from the discontinuance or modification of cash advance lending in certain states, as well as a 2.7% decrease in the contribution from check cashing fees and other revenue. In the prior year nine-month period, the contribution from pawn lending activities contributed 55.2% of the increase, mainly due to increased profit on higher disposition volumes of merchandise. Also in the prior year nine-month period, higher levels of cash advance fees, reduced by cash advance loss provision, contributed 45.7% of the increase, primarily due to significant growth in cash advance balances outstanding and lower year over year loss rates.

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     The following tables set forth the contributions to year over year increases in net revenue, reduced by cash advance loss provision (dollars in thousands):

	Increase (Decrease) for Nine Months Ended September 30,
	2009 Over 2008						2008 Over 2007
	$			% of			$			% of
	Change			Total			Change			Total
Finance and service charges	$	33,371			99.9	%	$	16,777			25.9	%
Profit from the disposition of merchandise		1,242			3.7			18,959			29.3
Subtotal		34,613			103.6	%		35,736			55.2	%
Cash advance fees, net of loan losses		(316	)		(0.9	)		29,601			45.7
Check cashing fees, royalties and other		(877	)		(2.7	)		(556	)		(0.9	)
Total	$	33,420			100.0	%	$	64,781			100.0	%

Quarter Ended September 30, 2009 Compared To Quarter Ended September 30, 2008

Consolidated Net Revenue. Consolidated net revenue increased $16.5 million, or 8.9%, to $200.6 million during the current quarter from $184.1 million during the prior year quarter. The pawn lending segment contributed $12.6 million of the increase, and the cash advance segment contributed $4.0 million of the increase. The following table sets forth net revenue by operating segment for the three months ended September 30, 2009 and 2008 (dollars in thousands):

	Three months ended September 30,
	2009		2008		Increase/(Decrease)
Cash advance segment components:
Storefront	$	26,466	$	28,412	$	(1,946	)	(6.8	)%
Internet lending		64,045		60,086		3,959		6.6
Card services		2,841		829		2,012		242.7
Total cash advance segment	$	93,352	$	89,327	$	4,025		4.5	%
Pawn lending segment components:
Domestic		98,948		94,012		4,936		5.3
Foreign		7,687		—		7,687		N/A
Total pawn lending segment	$	106,635	$	94,012	$	12,623		13.4	%
Check cashing operations		595		778		(183	)	(23.5	)
Consolidated net revenue	$	200,582	$	184,117	$	16,465		8.9	%

Finance and Service Charges. Finance and service charges from pawn loans increased $12.9 million, or 27.5%, to $59.9 million in the current quarter from $47.0 million in the prior year quarter. The increase is due to higher average loan balances on pawn loans which contributed $10.5 million of the increase and higher annualized yield on pawn loans, which contributed $2.4 million of the increase.

     Pawn loan balances in domestic locations and foreign locations at September 30, 2009 were $190.5 million, which was $32.3 million, or 20.4% higher than at September 30, 2008. The average balance of pawn loans outstanding during the current quarter increased by $33.8 million, or 22.4%, compared to the prior year quarter. A significant contribution to the increase in the number of pawn loans was the inclusion of $22.4 million of pawn loans from Prenda Fácil as of September 30, 2009. In addition, pawn loan balances and the number of pawn loans increased primarily because the demand for the pawn loan product was higher mainly due to seasonal growth in the third quarter and, to a lesser extent, the growth in pawn loan balances at certain storefront cash advance locations.

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     Annualized loan yield in pawn loans was 128.9% in the current quarter, compared to 123.9% in the prior year quarter. The higher annualized yield is a function of the average permitted rates for fees and service charges on pawn loans as well as the amount of finance and service charges deemed to be collectible based on historical loan redemption statistics. The Company’s domestic annualized loan yield increased to 127.7% in the current quarter compared to 123.9% in the prior year quarter. The increase was primarily due to improved performance and portfolio mix. In addition, the pawn loan yield related to Prenda Fácil has higher annualized yields than the Company’s domestic operations, which also contributed to the increase in annualized yield.

Proceeds from the Disposition of Merchandise. Profit from the disposition of merchandise represents the proceeds received from the disposition of merchandise in excess of the cost of disposed merchandise. The following table summarizes the proceeds from the disposition of merchandise and the related profit for the current quarter as compared to the prior year quarter (dollars in thousands):

	Three Months Ended September 30,
	2009									2008
	Merchan-			Refined						Merchan-			Refined
	dise			Gold			Total			dise			Gold			Total
Proceeds from disposition	$	60,036		$	54,750		$	114,786		$	62,621		$	42,896		$	105,517
Profit on disposition	$	23,670		$	15,574		$	39,244		$	25,644		$	11,840		$	37,484
Profit margin		39.4	%		28.4	%		34.2	%		41.0	%		27.6	%		35.5	%
Percentage of total profit		60.3	%		39.7	%		100.0	%		68.4	%		31.6	%		100.0	%

     The total proceeds from disposition of merchandise and refined gold increased $9.3 million, or 8.8% during the current quarter over the prior year quarter, and the total profit from the disposition of merchandise and refined gold increased $1.8 million, or 4.7% during the current quarter from the prior year quarter. Overall profit margin decreased from 35.5% in the prior year quarter to 34.2% in the current quarter primarily due to lower profits on the retail disposition of merchandise combined with a higher percentage mix of refined gold sold during the current quarter, which typically has lower profit margins.

     Proceeds from the disposition of merchandise decreased $2.6 million, or 4.1%, during the current quarter over the prior year quarter, primarily due to a generally soft economic environment. In addition, the profit margin on the disposition of merchandise decreased to 39.4% in the current quarter from 41.0% in the prior year quarter, resulting in a $2.0 million, or 7.7% decrease in the profit for the current quarter compared to the prior year quarter due mainly to discounting of merchandise prices.

     Proceeds from the disposition of refined gold increased $11.9 million, or 27.6% during the current quarter over the prior year quarter. In recent periods, an increase in the amount of pawn loans secured by jewelry and the sale of gold items purchased directly from customers has increased the volume of refined gold sold by the Company. In addition, the Company has experienced an increase in the volume of refined gold sold due to some of the Company’s cash advance locations, which began offering gold buying services during the first quarter of 2009. The profit margin on the disposition of refined gold increased $3.7 million to 28.4% in the current quarter from 27.6% in the prior year quarter, primarily due to higher selling price of gold sold, which offset higher costs of gold per ounce sold in the current quarter.

     The consolidated merchandise turnover rate remained flat at 2.6 times in the current quarter compared to the prior year quarter. Management expects that the profit margin on the disposition of merchandise will likely trend slightly below current levels primarily due to the soft economic environment, which may require discounting of merchandise to encourage retail sales, as well as an increase in the percentage mix of refined gold sales, which typically have lower profit margins.

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     The table below summarizes the age of merchandise held for disposition before valuation allowance of $0.7 million and $1.9 million, respectively, at September 30, 2009 and 2008 (dollars in thousands).

	2009					2008
	Amount		%			Amount		%
Merchandise held for 1 year or less –
Jewelry	$	73,108		62.2	%	$	75,718		67.0	%
Other merchandise		36,014		30.6			28,784		25.5
Total merchandise held for 1 year or less		109,122		92.8			104,502		92.5
Merchandise held for more than 1 year –
Jewelry		5,207		4.4			5,222		4.6
Other merchandise		3,260		2.8			3,224		2.9
Total merchandise held for more than 1 year		8,467		7.2			8,446		7.5
Total merchandise held for disposition	$	117,589		100.0	%	$	112,948		100.0	%

     During 2008, the Company modified its methodology for assessing the reasonableness of its inventory allowance by taking a more comprehensive view of factors impacting the valuation of merchandise held for disposition. Beginning in 2008, a greater emphasis was placed on shrinkage rates as a measure of adequacy of the allowance, while maintaining the other measures of merchandise quality used in prior periods. Management believes that this approach more accurately reflects the near-term vulnerability of merchandise valuation impairment based on historical perspectives. As a result, the allowance decreased to $0.7 million as of September 30, 2009 from $1.9 million as of September 30, 2008.

Cash Advance Fees. Cash advance fees increased $1.9 million, or 2.0%, to $98.2 million in the current quarter, as compared to $96.3 million in the prior year quarter. The increase in revenue from cash advance fees is predominantly due to the combined 9.4% increase in cash advance fees from the internet distribution channel and card services components of the cash advance segment which offset lower cash advance fees from the storefront cash advance operations. This increase in cash advance fees from the internet distribution channel is primarily due to growth in cash advances made in the United Kingdom and domestic markets and the entry into the Australian cash advance market during the second quarter of 2009. Cash advance fees from storefront operations decreased by 13.3%, primarily due to the closure of 56 storefront cash advance locations during 2008, as well as resulting from changes to certain markets for the cash advance product, which lowered rates and the revenue on the product. For example, the short-term unsecured cash advance product offered at storefront locations in Ohio under the Ohio Second Mortgage Loan statute has a lower annualized yield than the short-term unsecured cash advance product previously offered, which resulted in lower cash advance fees at Ohio storefront locations, despite an increase in cash advances written at these locations. In addition, the Company adjusted underwriting criteria for the cash advance product in late 2008 to reduce risk of loan losses, which has resulted in a decrease in cash advances written but has lowered loan losses in the current quarter.

     As of September 30, 2009, cash advance products were available in 680 lending locations, including 432 pawn lending locations and 248 cash advance locations. In 249 of these lending locations, the Company arranges for customers to obtain cash advance products from independent third-party lenders for a fee. Cash advance fees from same stores (stores that have been open for at least twelve months) decreased $2.2 million, or 6.7%, to $30.8 million for the current quarter, compared to $33.0 million for the prior year quarter due to the factors noted above.

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     The following table sets forth cash advance fees by operating segment for the quarters ended September 30, 2009 and 2008 (dollars in thousands):

	Three months ended September 30,
	2009		2008		Increase (Decrease)
Cash advance segment components:
Storefront	$	23,285	$	26,859	$	(3,574	)	(13.3	)%
Internet lending		63,751		60,031		3,720		6.2
Card services		2,839		827		2,012		243.3
Total cash advance segment	$	89,875	$	87,717	$	2,158		2.5	%
Pawn lending segment		8,334		8,584		(250	)	(2.9	)
Consolidated cash advance fees	$	98,209	$	96,301	$	1,908		2.0	%

     The amount of cash advances written increased $79.0 million, or 14.8%, to $614 million in the current quarter from $535 million in the prior year quarter. These amounts include $252 million in the current quarter and $171 million in the prior year quarter extended to customers by all independent third-party lenders in connection with the CSO program. The average amount per cash advance decreased to $426 from $433 during the current quarter over the prior year quarter, primarily due to the mix within the portfolio and adjustments to underwriting criteria. The outstanding combined portfolio balance of cash advances increased $18.2 million, or 12.7%, to $161.6 million at September 30, 2009 from $143.4 million at September 30, 2008. Those amounts included $118.2 million and $112.3 million at September 30, 2009 and 2008, respectively, which are included in the Company’s consolidated balance sheet and are net of an allowance for losses of $24.7 million and $25.3 million, which has been provided in the consolidated financial statements for September 30, 2009 and 2008, respectively.

     In June 2008, the Governor of Ohio signed into law legislation that capped the annual percentage rate, as defined in the statute, on payday loans in that state at 28%, which effectively eliminated the profitability of the existing short-term unsecured cash advance product in Ohio. When the new law became effective in the fourth quarter of 2008, the Company’s online business and its Ohio storefronts, including the remaining Ohio Cashland locations, began offering customers short-term unsecured cash advance loans governed by the Ohio Second Mortgage Loan statute. Currently, the Company offers short-term unsecured cash advances in its Ohio storefront locations pursuant to the Ohio Second Mortgage Loan statute and offers a third-party’s short-term unsecured cash advance product to online customers through a CSO program. In addition, most of the remaining Ohio Cashland locations also began offering gold buying services during the fourth quarter of 2008 and began offering pawn loans collateralized by jewelry during the first quarter of 2009.

     In May 2009, Minnesota adopted changes to its law governing short-term cash advances. The changes to the law cover the Company’s online cash advance product offered in Minnesota and became effective on August 1, 2009. The revised law has caused a material reduction in the economics of the Company’s online offering in Minnesota, and, in anticipation of this change, the Company decreased the number of cash advance loans extended to customers in Minnesota in the last half of 2008 and in 2009. The Company has continued offering online cash advances to qualified customers in that state and management will be closely monitoring the economic viability of continuing to offer online cash advances in Minnesota.

     On July 10, 2009, the Company received notice that the Commonwealth Court of Pennsylvania has ruled in favor of the Department of Banking in Pennsylvania related to the online offering of cash advance products in that state. The Company has filed an appeal of this decision, but the Company has ceased originating new loans in Pennsylvania until a final decision on this appeal has been rendered. If this decision is not overturned, the Company anticipates a permanent discontinuation of its online cash advance product in that state. See Note 7 of Notes to Consolidated Financial Statements.

     The State of Washington recently passed legislation that will become effective on January 1, 2010

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that sets a maximum loan amount for short-term unsecured cash advance loans that may be loaned to an individual by all lenders in that state. The Company is still evaluating the potential effects of such legislation and expects that it will reduce the volume of short-term unsecured cash advance loans in the State of Washington after this legislation takes effect. The Company does not expect that the reduced loan volume will have a material impact on the Company’s consolidated total revenue.

     The following table summarizes cash advances outstanding at September 30, 2009 and 2008 (dollars in thousands):

	2009			2008
Funded by the Company (a)
Active cash advances and fees receivable	$	77,216		$	73,097
Cash advances and fees in collection		19,550			25,857
Total funded by the Company (a)		96,766			98,954
Funded by third-party lenders(b) (c)
Active cash advances and fees receivable		48,463			31,072
Cash advances and fees in collection		16,348			13,325
Total funded by third-party lenders(b) (c)		64,811			44,397
Combined gross portfolio of cash advances and fees receivable(b) (d)		161,577			143,351
Less: Elimination of cash advances owned by third-party lenders		43,417			31,016
Company-owned cash advances and fees receivable, gross		118,160			112,335
Less: Allowance for losses		24,688			25,301
Cash advances and fees receivable, net	$	93,472		$	87,034
Allowance for loss on Company-owned cash advances	$	24,688		$	25,301
Accrued losses on third-party lender-owned cash advances		2,815			1,957
Combined allowance for losses and accrued third-party lender losses	$	27,503		$	27,258
Combined allowance for losses and accrued third-party lender losses as a % of combined gross portfolio(b) (d)		17.0	%		19.0	%

(a)	Cash advances written by the Company in its pawn and cash advance locations and through the Company’s internet distribution channel.
(b)	Non-GAAP presentation. For informational purposes and to provide a greater understanding of the Company’s businesses. Management believes that information provided with this level of detail is meaningful and useful in understanding the activities and business metrics of the Company’s operations. Management evaluates the cash advance portfolio on an aggregate basis including the loss provision for the Company-owned and the third-party lender-owned portfolio that the Company guarantees. The non-GAAP financial measure is provided immediately following its most comparable GAAP amount and can be reconciled to its most comparable GAAP amount through the presentation of the financial information above.
(c)	Cash advances written by third-party lenders that were marketed, processed or arranged by the Company on behalf of the third-party lenders, all at the Company’s pawn and cash advance locations and through the Company’s internet and card services distribution channels. (Note: The Company did not commence business in the card services distribution channel until the third quarter of 2008.)
(d)	Includes (i) cash advances written by the Company, and (ii) cash advances written by third-party lenders that were marketed, processed or arranged, by the Company on behalf of the third-party lenders, all at the Company’s pawn and cash advance locations and through the Company’s internet and card services distribution channels. (Note: The Company did not commence business in the card services distribution channel until the third quarter of 2008.)

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Check Cashing Fees, Royalties and Other. Check cashing fees, royalties and other income from all segments decreased $0.1 million, or 4.4%, from the prior year quarter to $3.2 million in the current quarter due primarily to a lower volume of checks being cashed. The components of these fees are as follows (dollars in thousands):

	Three months ended September 30,
	2009								2008
	Pawn		Cash		Check				Pawn		Cash		Check
	Lending		Advance		Cashing		Total		Lending		Advance		Cashing		Total
Check cashing fees	$	81	$	687	$	61	$	829	$	122	$	956	$	89	$	1,167
Royalties		184		—		526		710		185		—		681		866
Other		765		897		8		1,670		660		654		8		1,322
	$	1,030	$	1,584	$	595	$	3,209	$	967	$	1,610	$	778	$	3,355

Cash Advance Loss Provision. The Company maintains an allowance for losses on cash advances at a level projected to be adequate to absorb credit losses inherent in the outstanding combined cash advance portfolio. The cash advance loss provision is utilized to increase or decrease the allowance carried against the outstanding company-owned cash advance portfolio (including participation interests in line of credit receivables acquired from a third-party lender) as well as expected losses in the third-party lender-owned portfolios which are guaranteed by the Company. The allowance is based on historical trends in portfolio performance based on the status of the balance owed by the customer. The Company charges off all cash advances once they have been in default for 60 days, or sooner if deemed uncollectible. Recoveries on losses previously charged to the allowance are credited to the allowance when collected. The cash advance loss provision decreased by $3.3 million to $37.7 million in the current quarter, from $41.0 million in the prior year quarter. The loss provision expense as a percentage of gross cash advances written was lower in the current quarter, decreasing to 6.1% from 7.6% in the prior year quarter. The loss provision as a percentage of cash advance fees decreased to 38.4% in the current quarter from 42.5% in the prior year quarter. The decrease in loss provision is primarily due to adjustments in underwriting of loans, an improved mix of customers, which is more heavily weighted to customers with better repayment histories and a lower concentration of customers with no performance history, lower defaults (loans not paid when due) and a higher percentage of collections on loans that were past due.

     Due to the short-term nature of the cash advance product and the high velocity of loans written, seasonal trends are evidenced in quarter-to-quarter performance. Typically, in the normal business cycle, sequential losses, as measured by the current period loss provision as a percentage of combined loans written in the period, are lowest in the first quarter and increase throughout the year, with the final two quarters experiencing the peak levels of losses. The quarterly sequential performance deviated from this typical cycle during 2008, as sequential loss rates decreased slightly from the third quarter to the fourth quarter. Management believes that this sequential decrease during 2008 was unusual and due mainly to the increase in customers with established borrowing histories as a percentage of all customers in the latter half of the year. This change in mix was primarily in the portfolio of cash advances originated by the Company’s online channel. In addition, management took steps to reduce losses in its storefront and online businesses beginning in the last half of 2008, including additional underwriting guidelines and more emphasis on collections activities.

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     The following table shows the Company’s loss experience for each of the last five quarters under a variety of metrics used by the Company to evaluate performance:

	2008						2009
	Third			Fourth			First			Second			Third
	Quarter			Quarter			Quarter			Quarter			Quarter
Combined cash advance loss provision as a % of combined cash advances written (a)(b)		7.6	%		7.3	%		5.1	%		5.5	%		6.1	%
Charge-offs (net of recoveries) as a % of combined cash advances written (a)(b)		8.1	%		8.0	%		6.1	%		4.4	%		5.6	%
Combined cash advance loss provision as a % of cash advance fees (a)(b)		42.5	%		42.1	%		30.8	%		34.5	%		38.4	%
Combined cash advances and fees receivable, gross(a)(b)	$	143,351		$	140,527		$	121,958		$	146,345		$	161,577
Combined allowance for losses on cash advances		27,258			23,630			18,800			24,222			27,503
Combined cash advances and fees receivable, net(a)(b)	$	116,093		$	116,897		$	103,158		$	122,123		$	134,074
Combined allowance for losses and accrued third-party lender losses as a % of combined gross portfolio (a)(b)		19.0	%		16.8	%		15.4	%		16.6	%		17.0	%

(a)

Non-GAAP presentation. For informational purposes and to provide a greater understanding of the Company’s businesses. Management believes that information provided with this level of detail is meaningful and useful in understanding the activities and business metrics of the Company’s operations. Management evaluates the cash advance portfolio on an aggregate basis including its evaluation of the loss provision for the Company-owned portfolio and the third-party lender-owned portfolio that the Company guarantees.

(b)

Includes (i) cash advances written by the Company, and (ii) cash advances written by third-party lenders that were marketed, processed, or arranged by the Company on behalf of the third-party lenders, all at the Company’s pawn and cash advance locations and through the Company’s internet and card services distribution channels.

     The following table summarizes the cash advance loss provision for the three months ended September 30, 2009 and 2008, respectively (dollars in thousands):

	Three Months Ended
	September 30,
	2009			2008
Cash advance loss provision:
Loss provision on Company-owned cash advances	$	36,933		$	41,302
Loss provision on third-party owned cash advances		757			(352	)
Combined cash advance loss provision	$	37,690		$	40,950
Charge-offs, net of recoveries	$	34,408		$	43,402
Cash advances written:
By the Company (a)	$	361,920		$	364,310
By third-party lenders(b)(c)		252,456			171,131
Combined cash advances written (b)(d)	$	614,376		$	535,441
Combined cash advance loss provision as a % of combined cash advances written (b)(d)		6.1	%		7.6	%
Charge-offs (net of recoveries) as a % of combined cash advances written (b)(d)		5.6	%		8.1	%

^(a) Cash advances written by the Company for its own account in pawn locations, cash advance locations and through the internet distribution channel.

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(b)	Non-GAAP presentation. For informational purposes and to provide a greater understanding of the Company’s businesses. Management believes that information provided with this level of detail is meaningful and useful in understanding the activities and business metrics of the Company’s operations. Management evaluates and measures the cash advance portfolio performance on an aggregate basis including its evaluation of the loss provision for the Company-owned portfolio and the third-party lender-owned portfolio that the Company guarantees. (Note: The Company did not commence business in the card services distribution channel until the third quarter of 2008).
(c)	Cash advances written by third-party lenders that were marketed, processed or arranged by the Company on behalf of the third-party lenders, all at the Company’s pawn and cash advance locations and through the Company’s internet and card services distribution channels. (Note: The Company did not commence business in the card services distribution channel until the third quarter of 2008).
(d)	Includes (i) cash advances written by the Company, and (ii) cash advances written by third-party lenders that were marketed, processed or arranged by the Company on behalf of the third-party lenders, all at the Company’s pawn and cash advance locations and through the Company’s internet and card services distribution channels. (Note: The Company did not commence business in the card services distribution channel until the third quarter of 2008).

Operations Expenses. Consolidated operations expenses, as a percentage of total revenue, were 32.4% in the current quarter, compared to 32.6% in the prior year quarter. These expenses increased $7.0 million, or 8.6% in the current quarter compared to the prior year quarter. Pawn lending operating expenses increased $4.7 million, or 8.9%, to $57.7 million, primarily due to higher personnel costs due to Prenda Fácil, staffing increases and benefits. The operations expenses for the cash advance activities increased $2.4 million, or 8.2%, to $31.4 million in the current quarter compared to the prior year quarter predominantly due to increases in operating expenses in the internet distribution channel, consisting primarily of marketing expenses associated with expanding the Company’s customer base both domestically and internationally and expenses for new product development activities which offset lower operating expenses in storefront activities due to closed locations.

     The Company’s operations expenses are predominately related to personnel and occupancy expenses. Personnel expenses include base salary and wages, performance incentives and benefits. Occupancy expenses include rent, property taxes, insurance, utilities and maintenance. The combination of personnel and occupancy expenses represents 75.6% of total operations expenses in the current quarter and 76.3% in the prior year quarter. The comparison is as follows (dollars in thousands):

	Three Months Ended September 30,
	2009					2008
			% of					% of
	Amount		Revenue			Amount		Revenue
Personnel	$	46,656		16.9	%	$	43,742		17.3	%
Occupancy		20,888		7.6			19,043		7.6
Other		21,824		7.9			19,534		7.7
Total	$	89,368		32.4	%	$	82,319		32.6	%

     The increase in personnel expenses is primarily due to the acquisition of Prenda Fácil, the growth of the Company’s online distribution channel and normal recurring salary adjustments. The increase in occupancy expense is primarily due to recurring rent and property tax increases, as well as the increase in occupancy expense associated with the acquisition of Prenda Fácil. These increases were partially offset by the closure of 56 storefront cash advance locations in 2008.

     The Company realigned some of its administrative activities during the first quarter 2009 to create more direct oversight of operations, resulting in classifying some expenses that were classified as administration expenses in prior periods as operating expenses. For comparison purposes, the Company reclassified the same direct expenses from earlier periods out of administrative expenses and into operations expenses. The amounts related to the current quarter and reclassified in the prior year quarter were $0.9 million and $0.7 million, respectively. There was no change in the aggregate amount of expenses related to

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this reclassification.

Administration Expenses. Consolidated administration expenses, as a percentage of total revenue, were 7.9% in the current quarter, compared to 6.1% in the prior year quarter. The components of administration expenses for the three months ended September 30, 2009 and 2008 are as follows (dollars in thousands):

	Three Months Ended September 30,
	2009					2008
			% of					% of
	Amount		Revenue			Amount		Revenue
Personnel	$	14,328		5.2	%	$	10,024		4.0	%
Other		7,547		2.7			5,335		2.1
Total	$	21,875		7.9	%	$	15,359		6.1	%

     The increase in administration expenses of $6.5 million in the current quarter over the prior year quarter was mainly due to Prenda Fácil and the growth of the Company’s online distribution channel.

Depreciation and Amortization. Depreciation and amortization expense as a percentage of total revenue was 3.7% in the current quarter and in the prior year quarter. Total depreciation and amortization expense increased $0.9 million, or 9.9%, primarily due to the acquisition of Prenda Fácil and software development at the Company’s internet lending segment, partially offset by a decrease due to closed storefront cash advance locations in 2008.

Interest Expense. Interest expense as a percentage of total revenue was 2.0% in the current quarter and 1.7% in the prior year quarter. Interest expense increased $1.1 million, or 25.6%, to $5.4 million in the current quarter as compared to $4.3 million in the prior year quarter. The increase is due to an increase in the average amount of debt outstanding during the current quarter of $448.6 million from $351.8 million during the prior year quarter mainly due to the Prenda Fácil acquisition in the fourth quarter of 2008 and the supplemental earn-out and true-up payments related to CashNetUSA. The increase was partially offset by a decrease in the effective blended borrowing cost to 4.4% in the current quarter from 4.7% in the prior year quarter. The Company’s offering of $115 million aggregate principal amount of 5.25% Convertible Senior Notes due May 15, 2029 (the “2009 Convertible Notes”) during the second quarter of 2009 also contributed to the increase in interest expense, as relatively lower cost floating rate debt was replaced by relatively higher fixed rate debt. See Note 5 of the Notes to Consolidated Financial Statements. The Company also incurred $0.8 million of non-cash interest related to the issuance of the 2009 Convertible Notes in May 2009.

Foreign Currency Transaction Gain/Loss. The Company is impacted by foreign currency transactions due to certain of its subsidiaries conducting business in currencies other than the U.S. dollar. In the current quarter, the Company recorded a foreign currency transaction loss of approximately $0.2 million related to its operations in foreign countries, compared to a $5,000 loss in the prior year quarter.

Income Taxes. The Company’s effective tax rate was 36.5% for the current quarter compared to 40.9% for the prior year quarter. The decrease in the effective tax rate is primarily attributable to a decrease in nondeductible lobbying expenses, a decrease in state and local taxes and a lower statutory tax rate on income from foreign operations in the current quarter. The Company incurred $2.0 million of nondeductible expenses during the prior year quarter primarily related to development activities surrounding a 2008 change in Ohio law. If those expenses had been deductible the effective tax rate for the prior year quarter would have been 38.6%.

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Net Income Attributable to the Noncontrolling Interest. Pursuant to ASC 810-10-65, Consolidations – Overall – Transition and Open Effective Date Information, (“ASC 810-10-65”) the Company eliminates the net income attributable to the noncontrolling interest of Prenda Fácil and Huminal of 20.0% and 100.0%, respectively. For the current quarter, noncontrolling interest related to Prenda Fácil and Huminal represented income of $0.2 million and $25,000, respectively. See Note 1 of Notes to Consolidated Financial Statements for further discussion about Huminal. Allocation of net income attributable to noncontrolling interest excludes certain amortization and interest expenses related to the acquisition.

Nine Months Ended September 30, 2009 Compared To Nine Months Ended September 30, 2008

Consolidated Net Revenue. Consolidated net revenue increased $22.2 million, or 4.1%, to $567.0 million during the current nine-month period from $544.8 million during the prior year nine-month period. Net revenue from the pawn segment increased $27.8 million, or 9.7%, largely due to increased finance and service charges from domestic pawn loans and the Prenda Fácil acquisition. This increase was offset by a $5.1 million decrease in net revenue from the cash advance segment during the current nine-month period. The following table sets forth net revenue by operating segment for the nine months ended September 30, 2009 and 2008 (dollars in thousands):

	Nine months ended September 30,
	2009		2008		Increase/(Decrease)
Cash advance segment components:
Storefront	$	71,503	$	89,789	$	(18,286	)	(20.4	)%
Internet lending		171,251		164,349		6,902		4.2
Card services		7,103		829		6,274		756.8
Total cash advance segment	$	249,857	$	254,967	$	(5,110	)	(2.0	)%
Pawn lending segment components:
Domestic		293,789		287,170		6,619		2.3
Foreign		21,191		—		21,191		N/A
Total pawn lending segment	$	314,980	$	287,170	$	27,810		9.7	%
Check cashing operations		2,181		2,636		(455	)	(17.3	)
Consolidated net revenue	$	567,018	$	544,773	$	22,245		4.1	%

Finance and Service Charges. Finance and service charges from pawn loans increased $33.4 million, or 25.0%, to $167.2 million in the current nine-month period from $133.8 million in the prior year nine-month period. The increase is due to higher average loan balances on pawn loans, which contributed $27.8 million of the increase and higher annualized yield on pawn loans, which contributed $5.6 million of the increase.

     Pawn loan balances in domestic locations and foreign locations at September 30, 2009 were $190.5 million, which was $32.3 million, or 20.4% higher than at September 30, 2008. The average balance of pawn loans outstanding for the current nine-month period increased by $28.9 million, or 20.8%, compared to the prior year nine-month period. A significant contribution to the increase in the number of pawn loans and pawn loan balances was the inclusion of $22.4 million of pawn loans from Prenda Fácil as of September 30, 2009, as well as the growth in pawn loan balances at certain storefront locations.

     Annualized loan yield on pawn loans was 132.8% for the current nine-month period, compared to 128.2% in the prior year nine-month period. The higher annualized yield is a function of the average rates for fees and service charges on pawn loans as well as the amount of finance and service charges deemed to be collectible based on historical loan redemption statistics. The Company’s domestic annualized loan yield increased to 131.1% in the current nine-month period compared to 128.2% in the prior year nine-month period. The increase was primarily due to improved performance and portfolio mix. In addition, the pawn

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loan yield related to Prenda Fácil has higher annualized yields than the Company’s domestic operations, which also contributed to the increase in annualized yield.

Proceeds from the Disposition of Merchandise. Profit from the disposition of merchandise represents the proceeds received from the disposition of merchandise in excess of the cost of disposed merchandise. The following table summarizes the proceeds from the disposition of merchandise and the related profit for the current nine-month period as compared to the prior year nine-month period (dollars in thousands):

	Nine Months Ended September 30,
	2009									2008
	Merchan-			Refined						Merchan-			Refined
	dise			Gold			Total			dise			Gold			Total
Proceeds from disposition	$	202,520		$	152,199		$	354,719		$	206,671		$	123,518		$	330,189
Profit on disposition	$	81,547		$	43,594		$	125,141		$	84,930		$	38,969		$	123,899
Profit margin		40.3	%		28.6	%		35.3	%		41.1	%		31.5	%		37.5	%
Percentage of total profit		65.2	%		34.8	%		100.0	%		68.5	%		31.5	%		100.0	%

     The total proceeds from disposition of merchandise and refined gold increased $24.5 million, or 7.4% during the current nine-month period from the prior year nine-month period, and the total profit from the disposition of merchandise and refined gold increased $1.2 million, or 1.0% during the current nine-month period from the prior year nine-month period. Overall profit margin decreased from 37.5% in the prior year nine-month period to 35.3% in the current nine-month period primarily due to lower profits on the retail disposition of merchandise combined with a higher percentage mix of refined gold sold in the current nine-month period, which typically have lower profit margins.

     Proceeds from disposition of merchandise decreased $4.2 million, or 2.0%, during the current nine-month period from the prior year nine-month period, primarily due to a generally soft economic environment and by an absence of economic stimulus payments to individuals. In addition, the profit margin on the disposition of merchandise decreased to 40.3% in the current nine-month period from 41.1% in the prior year nine-month period resulting in a $3.4 million, or 4.0% decrease in profit mainly due to discounting of merchandise prices.

     Proceeds from the disposition of refined gold increased $28.7 million or 23.2% during the current nine-month period over the prior year nine-month period. In recent periods, an increase in the amount of pawn loans secured by jewelry and the sale of gold items purchased directly from customers have increased the volume of refined gold sold by the Company. In addition, the Company has experienced an increase in the volume of refined gold sold due to some of the Company’s cash advance locations, which began offering gold buying services during the first quarter of 2009. The profit margin on the disposition of refined gold decreased to 28.6% in the current nine-month period from 31.5% in the prior year nine-month period, primarily due to the higher selling price of gold sold, which offset higher costs of gold per ounce sold in the current nine-month period.

     The consolidated merchandise turnover rate remained flat at 2.8 times in the current nine-month period compared to the prior year nine-month period. Management expects that the profit margin on the disposition of merchandise will likely trend slightly below current levels primarily due to the soft economic environment, which may require discounting of merchandise to encourage retail sales, as well as an increase in the percentage mix of refined gold sales, which typically have lower profit margins.

Cash Advance Fees. Cash advance fees decreased $11.5 million, or 4.2%, to $263.1 million in the current nine-month period, as compared to $274.6 million in the prior year nine-month period. The decrease in

53

revenue from cash advance fees is predominantly due to the 24.7% decrease in cash advance fees from storefront activities, partially offset by a 3.7% increase in cash advance fees from the internet distribution channel. The decrease in storefront cash advance fees is mainly due to the closure of 56 storefront cash advance locations during 2008, as well as resulting from changes to certain markets for the cash advance product, which lowered rates and the revenue on the product. For example, the short-term unsecured cash advance product offered at storefront locations in Ohio under the Ohio Second Mortgage Loan statute has a lower annualized yield than the short-term unsecured cash advance product previously offered, which resulted in lower cash advance fees at the Ohio storefront locations, despite an increase in cash advances written at these locations. In addition, the Company adjusted underwriting criteria for the cash advance product in late 2008 to reduce risk of loan losses, which has resulted in a decrease in cash advances written but has lowered the levels of losses in the current nine-month period. A generally soft economic environment and higher unemployment levels may have also contributed to the decrease in the number of short-term unsecured cash advance loans and, therefore, cash advance fees.

     As of September 30, 2009, cash advance products were available in 680 lending locations, including 432 pawn lending locations and 248 cash advance locations. In 249 of these lending locations, the Company arranges for customers to obtain cash advance products from independent third-party lenders for a fee. Cash advance fees from same stores (stores that have been open for at least twelve months) decreased $16.2 million, or 16.2%, to $83.8 million for the current nine-month period, compared to $100.0 million for the prior year nine-month period.

     See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quarter Ended September 30, 2009 Compared To Quarter Ended September 30, 2008—Cash Advance Fees” for a discussion of regulatory changes that have impacted or are expected to impact the Company’s cash advance segment in the States of Ohio, Minnesota, Pennsylvania and Washington.

     The following table sets forth cash advance fees by operating segment for the nine months ended September 30, 2009 and 2008 (dollars in thousands):

	Nine months ended September 30,
	2009		2008		Increase (Decrease)
Cash advance segment components:
Storefront	$	62,520	$	82,979	$	(20,459	)	(24.7	)%
Internet lending		170,361		164,290		6,071		3.7
Card services		7,097		827		6,270		758.2
Total cash advance segment	$	239,978	$	248,096	$	(8,118	)	(3.3	)%
Pawn lending segment		23,141		26,514		(3,373	)	(12.7	)
Consolidated cash advance fees	$	263,119	$	274,610	$	(11,491	)	(4.2	)%

     The amount of cash advances written increased $81.0 million, or 5.2%, to $1,636 million in the current nine-month period from $1,555 million in the prior year nine-month period. These amounts include $622 million in the current nine-month period and $511 million in the prior year nine-month period extended to customers by all independent third-party lenders. The average amount per cash advance decreased to $432 from $434 during the current nine-month period over the prior year nine-month period, primarily due to the mix within the portfolio and adjustments to underwriting criteria. The outstanding combined portfolio balance of cash advances increased $18.2 million, or 12.7%, to $161.6 million at September 30, 2009 from $143.4 million at September 30, 2008. Those amounts included $118.2 million and $112.3 million at September 30, 2009 and 2008, respectively, which are included in the Company’s consolidated balance sheet and are net of an allowance for losses of $24.7 million and $25.3 million, which has been provided in the consolidated financial statements for September 30, 2009 and 2008, respectively.

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Check Cashing Fees, Royalties and Other. Check cashing fees, royalties and other income from all segments decreased $0.9 million, or 7.0%, from the prior year nine-month period to $11.6 million in the current nine-month period primarily due to a lower volume of checks being cashed. Management believes check cashing volume in the prior year nine-month period was higher than normal mostly due to economic stimulus payments to individuals in the second quarter of 2008. The components of these fees are as follows (dollars in thousands):

	Nine Months Ended September 30,
	2009								2008
	Pawn		Cash		Check				Pawn		Cash		Check
	Lending		Advance		Cashing		Total		Lending		Advance		Cashing		Total
Check cashing fees	$	336	$	3,012	$	242	$	3,590	$	506	$	4,071	$	313	$	4,890
Royalties		567		—		1,889		2,456		542		—		2,284		2,826
Other		2,079		3,424		50		5,553		1,921		2,800		39		4,760
	$	2,982	$	6,436	$	2,181	$	11,599	$	2,969	$	6,871	$	2,636	$	12,476

Cash Advance Loss Provision. The cash advance loss provision decreased by $11.2 million to $91.6 million in the current nine-month period, from $102.8 million in the prior year nine-month period. The loss provision as a percentage of gross cash advances written decreased to 5.6% from 6.6% in the prior year nine-month period. The loss provision as a percentage of cash advance fees decreased to 34.8% in the current nine-month period from 37.4% in the prior year nine-month period. The lower loss provision is primarily due to adjustments in underwriting of loans, an improved mix of customers, which is more heavily weighted to customers with better repayment histories, a lower concentration of customers with no performance history, and a higher percentage of collections on loans that were past due.

     The following table summarizes the cash advance loss provision for the nine months ended September 30, 2009 and 2008, respectively (dollars in thousands):

	Nine Months Ended
	September 30,
	2009			2008
Cash advance loss provision:
Loss provision on Company-owned cash advances	$	90,961		$	102,688
Loss provision on third-party owned cash advances		681			129
Combined cash advance loss provision	$	91,642		$	102,817
Charge-offs, net of recoveries	$	87,768		$	103,063
Cash advances written:
By the Company (a)	$	1,013,978		$	1,044,022
By third-party lenders(b)(c)		622,220			510,619
Combined cash advances written (b)(d)	$	1,636,198		$	1,554,641
Combined cash advance loss provision as a % of combined cash advances written (b)(d)		5.6	%		6.6	%
Charge-offs (net of recoveries) as a % of combined cash advances written (b)(d)		5.4	%		6.6	%

^(a) Cash advances written by the Company for its own account in pawn locations, cash advance locations and through the internet distribution channel.

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(b)	Non-GAAP presentation. For informational purposes and to provide a greater understanding of the Company’s businesses. Management believes that information provided with this level of detail is meaningful and useful in understanding the activities and business metrics of the Company’s operations. Management evaluates and measures the cash advance portfolio performance on an aggregate basis including its evaluation of the loss provision for the Company-owned portfolio and the third-party lender-owned portfolio that the Company guarantees. (Note: The Company did not commence business in the card services distribution channel until the third quarter of 2008).
(c)	Cash advances written by third-party lenders that were marketed, processed or arranged by the Company on behalf of the third-party lenders, all at the Company’s pawn and cash advance locations and through the Company’s internet and card services distribution channels. (Note: The Company did not commence business in the card services distribution channel until the third quarter of 2008).
(d)	Includes (i) cash advances written by the Company, and (ii) cash advances written by third-party lenders that were marketed, processed or arranged by the Company on behalf of the third-party lenders, all at the Company’s pawn and cash advance locations and through the Company’s internet and card services distribution channels. (Note: The Company did not commence business in the card services distribution channel until the third quarter of 2008).

Operations Expenses. Consolidated operations expenses, as a percentage of total revenue, were 32.8% in the current nine-month period, an increase from 32.4% in the prior year nine-month period. These expenses increase $17.7 million, or 7.3% in the current nine-month period compared to the prior year nine-month period. In the current nine-month period, pawn lending operating expenses increased $14.0 million, or 8.8%, to $173.4 million when compared to the prior year nine-month period, primarily due to higher personnel related costs due to Prenda Fácil, staffing increases and benefits. The operations expenses for the cash advance activities increased $3.8 million, or 4.6%, to $87.0 million in the current nine-month period compared to the prior year nine-month period predominantly due to increases in operating expenses in the internet lending distribution channel, consisting primarily of marketing expenses associated with expanding the Company’s customer base both domestically and internationally and expenses for new product development activities, which offset lower operating expenses in storefront activities due to closed locations.

     The Company’s operations expenses are predominately related to personnel and occupancy expenses. Personnel expenses include base salary and wages, performance incentives and benefits. Occupancy expenses include rent, property taxes, insurance, utilities and maintenance. The combination of personnel and occupancy expenses represents 76.8% of total operations expenses in the current nine-month period and 78.3% in the prior year nine-month period. The comparison is as follows (dollars in thousands):

	Nine Months Ended September 30,
	2009					2008
			% of					% of
	Amount		Revenue			Amount		Revenue
Personnel	$	140,444		17.7	%	$	134,223		17.9	%
Occupancy		60,106		7.6			56,567		7.5
Other		60,734		7.5			52,763		7.0
Total	$	261,284		32.8	%	$	243,553		32.4	%

     The increase in personnel expenses is primarily due to Prenda Fácil, the growth of the Company’s online distribution channel and normal recurring salary adjustments. The increase in occupancy expense is primarily due to recurring rent and property tax increases as well as the increase in occupancy expense associated with Prenda Fácil. These increases were partially offset by the closure of 56 storefront cash advance locations in 2008.

     The Company realigned some of its administrative activities during the first quarter 2009 to create more direct oversight of operations, resulting in classifying some expenses that were classified as administration expenses in prior periods as operating expenses. For comparison purposes, the Company reclassified the same direct expenses from earlier periods out of administrative expenses and into operations

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expenses. The amounts related to the current nine-month period and reclassified in the prior year nine-month period were $2.5 million and $1.8 million, respectively. There was no change in the aggregate amount of expenses related to this reclassification.

Administration Expenses. Consolidated administration expenses, as a percentage of total revenue, were 8.3% in the current nine-month period, compared to 7.2% in the prior year nine-month period. The components of administration expenses for the nine months ended September 30, 2009 and 2008 are as follows (dollars in thousands):

	Nine Months Ended September 30,
	2009					2008
			% of					% of
	Amount		Revenue			Amount		Revenue
Personnel	$	42,062		5.3	%	$	36,161		4.8	%
Other		23,969		3.0			17,729		2.4
Total	$	66,031		8.3	%	$	53,890		7.2	%

     The increase in administration expenses of $12.1 million in the current nine-month period over the prior year nine-month period was mainly due to Prenda Fácil, the growth of the Company’s online distribution channel and normal recurring salary adjustments.

Depreciation and Amortization. Depreciation and amortization expense as a percentage of total revenue was 3.9% in the current nine-month period, compared to 3.7% in the prior year nine-month period. Total depreciation and amortization expense increased $3.0 million, or 10.7%, primarily due to the acquisition of Prenda Fácil and software development at the Company’s internet lending segment, partially offset by a decrease due to closed storefront cash advance locations in 2008.

Interest Expense. Interest expense as a percentage of total revenue was 2.0% in the current nine-month period and 1.5% in the prior year nine-month period. Interest expense increased $4.6 million, or 41.7%, to $15.6 million in the current nine-month period as compared to $11.0 million in the prior year nine-month period. The increase was primarily due to an increase in the average amount of debt outstanding during the current nine-month period to $429.3 million from $304.8 million during the prior year nine-month period mainly due to the Prenda Fácil acquisition in the fourth quarter of 2008 and the supplemental earn-out and true-up payments related to CashNetUSA. The increase was partially offset by a decrease in the effective blended borrowing cost to 4.0% in the current nine-month period from 5.0% in the prior year nine-month period. The Company’s offering of the 2009 Convertible Notes during the second quarter of 2009 also contributed to the increase in interest expense, as relatively lower cost floating rate debt was replaced by relatively higher fixed rate debt. See Note 5 of the Notes to Consolidated Financial Statements for further discussion of the 2009 Convertible Notes. The Company also incurred non-cash interest of $1.2 million related to the issuance of the 2009 Convertible Notes in May 2009.

Foreign Currency Transaction Gain/Loss. The Company is impacted by foreign currency transactions due to its foreign subsidiaries conducting business in currencies other than the U.S. dollar. In the current nine-month period, the Company recorded a foreign currency transaction loss of approximately $19,000 related to its operations in foreign countries, compared to a $0.1 million loss in the prior year nine-month period.

Income Taxes. The Company’s effective tax rate was 37.2% for the current nine-month period compared to 38.6% for the prior year nine-month period. The decrease in the effective tax rate is primarily attributable to a decrease in nondeductible lobbying expenses, a decrease in state and local taxes and a lower statutory tax rate on income from foreign operations in the current nine-month period. The Company incurred $2.8 million of

57

nondeductible expenses during the prior year nine-month period primarily related to development activities surrounding a 2008 change in Ohio law.

Net Income Attributable to the Noncontrolling Interest. Pursuant to ASC 810-10-65, the Company eliminates the net income attributable to the noncontrolling interest of Prenda Fácil and Huminal of 20.0% and 100.0%, respectively. For the current nine-month period, noncontrolling interest related to Prenda Fácil and Huminal represented income of $742,000 and $56,000, respectively. Allocation of net income attributable to noncontrolling interest excludes certain amortization and interest expenses related to the acquisition.

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LIQUIDITY AND CAPITAL RESOURCES

          The Company’s cash flows and other key indicators of liquidity are summarized as follows (dollars in thousands):

	Nine Months Ended
	September 30,
	2009			2008
Operating activities cash flows	$	181,357		$	182,509
Investing activities cash flows:
Pawn loans	$	(16,111	)	$	(21,189	)
Cash advances		(102,436	)		(99,447	)
Acquisitions		(42,481	)		(65,220	)
Property and equipment additions		(29,418	)		(44,461	)
Proceeds from property insurance		517			864
Total Investing activities cash flows	$	(189,929	)	$	(229,453	)
Financing activities cash flows	$	5,855		$	54,078
Working capital	$	404,528		$	299,610
Current ratio		4.8	x		3.0	x
Merchandise turnover		2.8	x		2.8	x

Cash flows from operating activities. Net cash provided by operating activities was $181.4 million for the current nine-month period, a decrease of $1.2 million, or 0.6% compared to the prior year nine-month period. Net cash generated by the Company’s pawn lending operations and cash advance operations for the current nine-month period was $72.5 million and $108.8 million, respectively, and cash used by check cashing operations was $0.1 million for the current nine-month period. The decrease in net cash from operating activities was primarily due to a decrease in operating cash flows for the cash advance and check cashing segments of $25.8 million and $0.7 million, respectively, partially offset by an increase in the operating cash flows for the pawn lending segment of $25.2 million.

Cash flows from investing activities. Net cash used for investing activities decreased $39.5 million, or 17.2%, compared to the prior year nine-month period. The Company’s pawn lending investing activities provided cash of $38.5 million and cash advance investing activities provided cash of $151.3 million during the current nine-month period. In the current nine-month period, the Company also invested $29.4 million for property and equipment, including $4.1 million toward the development of a new point-of-sale system and $25.3 million for the development and enhancements to communications and information systems, the establishment of new locations and the remodeling of certain locations.

          On March 31, 2009, the Company made payments totaling $36.0 million in connection with the acquisition of substantially all of the assets of The Check Giant, LLC (“TCG”). On April 27, 2009, the Company paid a final true-up payment of $5.0 million pursuant to an agreement with TCG to reflect amounts collected between October 1, 2008 and March 31, 2009 on loans that had been reserved in its allowance for loan losses as of September 30, 2008, less the costs of collecting on such loans.

          On July 23, 2008, the Company, through a wholly-owned subsidiary, Primary Cash Holdings, LLC (now known as Primary Innovations, LLC, or “PI”), purchased substantially all the assets of Primary Business Services, Inc., Primary Finance, Inc., Primary Processing, Inc. and Primary Members Insurance Services, Inc. (collectively, “PBSI”), a group of companies in the business of, among other things, providing loan processing services for, and participating in receivables associated with, a bank issued line of credit made available by the bank on certain stored-value debit cards the bank issues. The Company also agreed to

59

pay up to eight supplemental earn-out payments during the four-year period after the closing. The amount of each supplemental payment is to be based on a multiple of 3.5 times the consolidated earnings attributable to PI’s business for a specified period (generally 12 months) preceding each scheduled supplemental payment, reduced by amounts previously paid. The first supplemental payment required a minimum payment of $2.7 million and was made on April 1, 2009. Based on the terms of the agreement, no payment was due for the second supplemental payment calculated for the June 30, 2009 measurement date. In addition, as of September 30, 2009 no additional supplemental payment has been accrued for the December 31, 2009 measurement date based on the amounts previously paid in connection with the initial purchase price and the first supplemental payment. Substantially all of these supplemental payments will be accounted for as goodwill. The remaining supplemental payments will be calculated as described above based on measurement dates of each December 31 and June 30 through June 30, 2012, with each payment, if any, due approximately 45 days after the measurement date. The Company does not anticipate that a payment will be required for the next measurement date based on the current level of performance and the amount of payments previously made to date. The activities of PI are included in the results of the Company’s cash advance segment.

          On December 16, 2008, the Company completed the Prenda Fácil acquisition. The Company agreed to pay one supplemental earn-out payment in an amount based on a five times multiple of the consolidated earnings of Creazione’s business as specifically defined in the Stock Purchase Agreement (generally Creazione’s earnings before interest, income taxes, depreciation and amortization expenses) for the twelve-month period ending June 30, 2011, reduced by amounts previously paid. This supplemental payment is expected to be paid in cash on or before August 15, 2011 and will be accounted for as goodwill.

          Management anticipates that capital expenditures for the remainder of 2009 will be between $5.0 million and $10.0 million, primarily for the remodeling of selected operating units, for the continuing development and enhancements to communications and information systems, including the multi-year project to upgrade the Company’s proprietary point-of-sale and information system, and for the establishment of approximately 10 to 20 new pawn lending locations, primarily in its foreign operations.

          Cash flows from financing activities. During the current nine-month period, the Company made payments of $74.6 million under its bank lines of credit. On May 20, 2009, the Company prepaid its $10.0 million senior unsecured long-term notes, due in November 2012 without penalty. In addition, on June 30, 2009, the Company repaid the remaining balance of $8.5 million of its 7.2% unsecured notes. Additional uses of cash during the current nine-month period included $3.1 million for dividends paid and $1.0 million for stock issued under share-based compensation plans. In addition, 394,476 shares were repurchased for $10.5 million pursuant to an authorization by the Board of Directors of the Company in October 2007 to repurchase up to 1,500,000 shares of the Company’s common stock.

          On May 19, 2009, the Company completed the offering of the 2009 Convertible Notes. The Company received net proceeds of approximately $111.1 million, after deducting the initial purchasers’ discount and the offering expenses payable by the Company. The non-cash interest expense related to the amortization of the discount on the 2009 Convertible Notes that was recognized in the Company’s Consolidated Statements of Income was $0.8 million and $1.2 million for the three and nine months ended September 30, 2009, respectively. The Company used a portion of the net proceeds of the offering to repay existing indebtedness, including outstanding balances under its revolving credit facility. The remaining portion was used for general corporate purposes.

          The Company’s credit agreements and senior unsecured notes require that the Company maintain certain financial ratios. The Company is in compliance with all covenants and other requirements set forth in its debt agreements. A significant decline in demand for the Company’s products and services may cause the Company to reduce its planned level of capital expenditures and lower its working capital needs in order to maintain compliance with the financial ratios in those agreements. A violation of the Company’s credit

60

agreements or senior unsecured note agreements could result in an acceleration of the Company’s debt and increase the Company’s borrowing costs and could adversely affect the Company’s ability to renew its existing credit facility or obtain new credit on favorable terms in the future. The Company does not anticipate a significant decline in demand for its services and has historically been successful in maintaining compliance with and renewing its debt agreements.

          The Company’s short-term liquidity requirements are adequately provided for under its $300.0 million line of credit, which is a multi-year committed facility by a group of ten commercial banks. The completion of the offering of the 2009 Convertible Notes significantly improved the Company’s liquidity position. However, management will continue to closely monitor the Company’s liquidity needs and review alternatives for additional capital based on its view that the current dysfunctional nature of the credit markets may continue for the foreseeable future. To ensure that it is in a position to meet the needs of its business, management will continue to evaluate and possibly pursue alternatives such as the sale of assets, reductions in capital spending and changes to its current assets and/or the issuance of debt or equity securities, all of which could be expected to generate additional liquidity.

          Management believes that the borrowings available ($88.4 million at September 30, 2009) under the credit facilities, cash generated from operations and current working capital of $404.5 million should be sufficient to meet the Company’s anticipated capital requirements for its businesses. The characteristics of the current assets, specifically the ability to rapidly liquidate gold jewelry and adjust outflows of cash in its lending practices, gives the Company flexibility to quickly modify its business strategy to increase cash flow from its business, if necessary.

Shelf Registration Statement

          On August 14, 2009, the Company filed an automatic shelf registration statement on Form S-3 (the “Shelf Registration Statement”) with the Securities and Exchange Commission (the “SEC”) which permits the Company or its selling securityholders to offer from time to time shares of the Company’s common stock, par value $0.10, debt securities, depositary shares, warrants, stock purchase contracts, units, and subscription rights as described in the accompanying prospectus. Pursuant to Rule 462(e) of the Securities Act of 1933, the Shelf Registration Statement became effective automatically upon filing with the SEC. Management believes the Shelf Registration Statement will provide the Company with additional flexibility with regard to potential financings that it may undertake when market conditions permit or the Company’s financial condition may require.

Off-Balance Sheet Arrangements

          There have been no material changes to the Company’s off-balance sheet arrangements since December 31, 2008.

NON-GAAP DISCLOSURE

          In addition to the financial information prepared in conformity with GAAP, the Company provides historical non-GAAP financial information. Each non-GAAP financial measure included in the Company’s Management Discussion and Analysis has been indicated by footnote.

          Management uses the non-GAAP financial measures for internal managerial purposes and believes that presentation of non-GAAP financial information is meaningful and useful in understanding the activities and business metrics of the Company’s operations. Management believes that these non-GAAP financial measures reflect an additional way of viewing aspects of the Company’s business that, when viewed with the Company’s GAAP results, provide a more complete understanding of factors and trends affecting the Company’s business.

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          Management provides non-GAAP financial information for informational purposes and to enhance understanding of the Company’s GAAP consolidated financial statements. Readers should consider the information in addition to, but not instead of, the Company’s financial statements prepared in accordance with GAAP. This non-GAAP financial information may be determined or calculated differently by other companies, limiting the usefulness of those measures for comparative purposes.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

          Market risks relating to the Company’s operations result primarily from changes in interest rates, foreign exchange rates, and gold prices. The Company does not engage in speculative or leveraged transactions, nor does it hold or issue financial instruments for trading purposes. There have been no material changes to the Company’s exposure to market risks since December 31, 2008.

Item 4. Controls and Procedures

          Under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, management of the Company has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of September 30, 2009 (the “Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective (i) to ensure that information required to be disclosed in reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms; and (ii) to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

          There was no change in the Company’s internal control over financial reporting during the quarter ended September 30, 2009 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

          The Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or internal controls will prevent all possible error and fraud. The Company’s disclosure controls and procedures are, however, designed to provide reasonable assurance of achieving their objectives, and the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s financial controls and procedures are effective at that reasonable assurance level.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

          See Note 7 of Notes to Consolidated Financial Statements.

Item 1A. Risk Factors

          Except as set forth below, there have been no material changes from the Risk Factors described in Part 1 “Item 1A. Risk Factors” of the Company’s Form 10-K for the fiscal year ended December 31, 2008.

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Adverse changes in laws or regulations affecting the Company’s short-term consumer loan services could negatively impact the Company’s operations.

          The Company’s products and services are subject to extensive regulation and supervision under various federal, state and local laws, ordinances and regulations. Failure to comply with applicable laws and regulations could subject the Company to regulatory enforcement action that could result in the assessment against the Company of civil, monetary or other penalties. The Company faces the risk that restrictions or limitations resulting from the enactment, change, or interpretation of laws and regulations could negatively affect the Company’s business activities or effectively eliminate some of the Company’s current loan products. In particular, short-term consumer loans have come under increased regulatory scrutiny in recent years that has resulted in increasingly restrictive regulations and legislation that makes offering such loans less profitable or unattractive to the Company. Regulations adopted by some states require that all borrowers of certain short-term loan products be listed on a database and limit the number of such loans a borrower may have outstanding. Other regulations adversely impact the availability of the Company’s cash advance products to active duty military personnel. Legislative or regulatory activities may also limit the amount of interest and fees to levels that do not permit the offering of cash advance loans to be feasible or may limit the number of short-term loans that customers may receive or have outstanding.

          Certain consumer advocacy groups and federal and state legislators have also asserted that laws and regulations should be tightened so as to severely limit, if not eliminate, the availability of certain cash advance products to consumers, despite the significant demand for it. In particular, both the executive and legislative branches of the federal government have recently exhibited an increasing interest in debating legislation that could further regulate short-term consumer loan products. Various cash advance bills have been proposed or introduced in the U.S. Congress that could, among other things, place a cap on the effective annual percentage rate (“APR”) on all consumer loan transactions (which would encompass both the Company’s cash advance and pawn businesses), place a cap on the dollar amount of fees that may be charged for cash advances, ban rollovers (payment of a fee to extend the term of a cash advance or other short-term financing), require the Company to offer an extended payment plan, allow for minimal origination fees for advances originated over the Internet, limit refinancings and the rates to be charged for refinancings and require cash advance lenders to be bonded. Federal bills to establish a consumer financial protection agency with broad regulatory powers over consumer credit products have also been introduced.

          The Company is also following legislative and regulatory developments in individual states where the Company does business. In particular, the Company is currently closely monitoring legislative and regulatory developments in Arizona, Minnesota, Ohio, Pennsylvania, Wisconsin and Washington, among others.

          The Company cannot currently assess the likelihood of any future unfavorable federal or state legislation or regulations being proposed or enacted. Also, there can be no assurance that additional legislative or regulatory initiatives will not be enacted which would severely restrict, prohibit or eliminate the Company’s ability to offer a cash advance product. Any federal or state legislative or regulatory action that severely restricts, by imposing a national APR limit on consumer loan transactions or otherwise, or prohibits cash advance and similar services, if enacted, could have a material adverse impact on the Company’s business, prospects, results of operations and financial condition and could impair the Company’s ability to continue current operations.

          In addition to state and federal laws and regulations, the Company’s business is subject to various local rules and regulations such as local zoning regulation and permit licensing. Local jurisdictions’ efforts to restrict pawnshop operations and cash advance lending through the use of local zoning and permitting laws have been on the increase. Actions taken in the future by local governing bodies to require special use permits for, or impose other restrictions on pawn lending locations or cash advance lenders could have a material adverse effect on the Company’s business, results of operations and financial condition.

63

Current and future litigation or regulatory proceedings could have a material adverse effect on the Company’s business, prospects, results of operations and financial condition.

          The Company is currently subject to lawsuits that could cause it to incur substantial expenditures and generate adverse publicity. The Company is also likely to be subject to further litigation in the future. The consequences of an adverse ruling in any current or future litigation could cause the Company to have to refund fees and/or interest collected, refund the principal amount of advances, pay treble or other multiple damages, pay monetary penalties and/or modify or terminate our operations in particular states. Defense of any lawsuit, even if successful, could require substantial time and attention of the Company’s senior officers and other management personnel that would otherwise be spent on other aspects of the Company’s business and could require the expenditure of significant amounts for legal fees and other related costs. Settlement of lawsuits may also result in significant payments and modifications to the Company’s operations. The Company is also subject to regulatory proceedings, and the Company could suffer losses from interpretations of state laws in those regulatory proceedings, even if it is not a party to those proceedings. Any of these events could have a material adverse effect on the Company’s business, prospects, results of operations and financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

          The following table provides the information with respect to purchases made by the Company of shares of its common stock, par value $0.10, during each of the months in the first nine months of 2009:

					Total Number of		Maximum Number
	Total Number		Average		Shares Purchased as		of Shares that May
	of Shares		Price Paid		Part of Publicly		Yet Be Purchased
Period	Purchased (1)		Per Share		Announced Plan (2)		Under the Plan (2)
January 1 to January 31		603	$	27.66		—		1,255,000
February 1 to February 28		16,918	$	17.84		—		1,255,000
March 1 to March 31 (3)		295	$	14.83		—		1,255,000
April 1 to April 30 (3)		—		—		—		1,255,000
May 1 to May 31		487	$	23.37		—		1,255,000
June 1 to June 30		85,000	$	22.09		85,000		1,170,000
July 1 to July 31		8,181	$	25.27		—		1,170,000
August 1 to August 31		110,241	$	27.82		109,800		1,060,200
September 1 to September 30		199,676	$	29.12		199,676		860,524
Total		421,401	$	26.81		394,476		—

(1)	Includes shares purchased on the open market relating to compensation deferred by a director under the 2004 Long-Term Incentive Plan and participants in the Company’s Non-Qualified Savings Plan of 1, 491, 127, 487, and 441 shares for the months of January, February, March, May, and August, respectively, and shares withheld from employees as partial tax payments for shares issued under stock-based compensation plans of 602, 16,427, 168, and 8,181 shares for the months of January, February, March, and July, respectively.
(2)	On October 24, 2007, the Board of Directors authorized the Company’s repurchase of up to a total of 1,500,000 shares of its common stock.
(3)	In March and April, the Company’s third-party record keeper for the Non-Qualified Savings Plan erroneously sold 16,632 and 14,085 shares of the Company’s common stock held in the plan, respectively, and repurchased, at the record keeper’s expense, 12,931, 16,937 and 851 shares in March, April and August, respectively, to correct their error.

Item 3. Defaults Upon Senior Securities

None.

64

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

65

Item 6. Exhibits

Exhibit	Description
10.1	First Amended and Restated Credit Agreement among Cash America International, Inc. (the “Company”) and certain lenders named therein dated as of February 24, 2005(1)
10.2	Third Amendment dated November 21, 2008 to First Amended and Restated Credit Agreement dated as of February 24, 2005 among the Company and certain lenders named therein
10.3	Credit Agreement dated November 21, 2008 among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and the other lenders party thereto(1)
10.4	Note Agreement dated as of December 28, 2005 among the Company and the purchasers named therein for the issuance of the Company’s 6.12% Senior Notes(1)
10.5	Amendment No. 1 dated December 11, 2008 to Note Agreement dated as of December 28, 2005 among the Company and the purchasers named therein
10.6	Amendment No. 1 dated December 11, 2008 to Note Agreement dated as of December 19, 2006 among the Company and the purchasers named therein
31.1	Certification of Chief Executive Officer
31.2	Certification of Chief Financial Officer
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1) Pursuant to 17 CFR 240.24b-2, portions of this exhibit have been omitted and have been filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

66

SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: October 22, 2009	CASH AMERICA INTERNATIONAL, INC.
	By:	/s/ Thomas A. Bessant, Jr.
		Thomas A. Bessant, Jr.
		Executive Vice President and Chief Financial Officer (On behalf of the Registrant and as Principal Financial Officer)

67

EXHIBIT INDEX

Exhibit	Description
10.1	First Amended and Restated Credit Agreement among Cash America International, Inc. (the “Company”) and certain lenders named therein dated as of February 24, 2005(1)
10.2	Third Amendment dated November 21, 2008 to First Amended and Restated Credit Agreement dated as of February 24, 2005 among the Company and certain lenders named therein
10.3	Credit Agreement dated November 21, 2008 among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and the other lenders party thereto(1)
10.4	Note Agreement dated as of December 28, 2005 among the Company and the purchasers named therein for the issuance of the Company’s 6.12% Senior Notes(1)
10.5	Amendment No. 1 dated December 11, 2008 to Note Agreement dated as of December 28, 2005 among the Company and the purchasers named therein
10.6	Amendment No. 1 dated December 11, 2008 to Note Agreement dated as of December 19, 2006 among the Company and the purchasers named therein
31.1	Certification of Chief Executive Officer
31.2	Certification of Chief Financial Officer
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1) Pursuant to 17 CFR 240.24b-2, portions of this exhibit have been omitted and have been filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

68

EX-10.1

                                                                    EXHIBIT 10.1


      Confidential Treatment Requested by Cash America International, Inc.
 Confidential Portions of this document have been redacted and filed separately
                  with the Securities and Exchange Commission.


================================================================================

                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                                      AMONG

                        CASH AMERICA INTERNATIONAL, INC.,
                                AS THE BORROWER,

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                     AS ADMINISTRATIVE AGENT, AN L/C ISSUER
                                       AND
                               SWING LINE LENDER,

                            JPMORGAN CHASE BANK, N.A.
                              AS SYNDICATION AGENT

                                       AND

                        U. S. BANK NATIONAL ASSOCIATION,
        KEYBANK NATIONAL ASSOCIATION AND UNION BANK OF CALIFORNIA, N.A.,
                           AS CO-DOCUMENTATION AGENTS

                                       AND

                         THE OTHER LENDERS PARTY HERETO

                          Dated as of February 24, 2005

================================================================================

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    as Co-Lead Arranger and Joint Book Runner

                          J. P. MORGAN SECURITIES INC.,
                    as Co-Lead Arranger and Joint Book Runner

[**Confidential Treatment Requested] indicates that portions of this document
have been deleted and have been separately filed with the Securities and
Exchange Commission.


                                TABLE OF CONTENTS



Section                                                                                                           Page
- -------                                                                                                           ----
                                                                                                               
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS

   1.01           Defined Terms..................................................................................   1
   1.02           Other Interpretive Provisions..................................................................  24
   1.03           Accounting Terms...............................................................................  24
   1.04           Rounding.......................................................................................  24
   1.05           References to Agreements and Laws..............................................................  24

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS

   2.01           Revolving Loans................................................................................  25
   2.02           Borrowings, Conversions and Continuations of Loans.............................................  25
   2.03           Letters of Credit..............................................................................  26
   2.04           Swing Line Loans...............................................................................  34
   2.05           Prepayments....................................................................................  36
   2.06           Reduction or Termination of Revolving Commitments..............................................  37
   2.07           Repayment of Loans.............................................................................  38
   2.08           Interest.......................................................................................  38
   2.09           Fees...........................................................................................  38
   2.10           Computation of Interest and Fees...............................................................  39
   2.11           Evidence of Debt...............................................................................  39
   2.12           Payments Generally.............................................................................  40
   2.13           Sharing of Payments............................................................................  41

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY

   3.01           Taxes..........................................................................................  42
   3.02           Illegality.....................................................................................  44
   3.03           Inability to Determine Rates...................................................................  44
   3.04           Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans.........  44
   3.05           Funding Losses.................................................................................  45
   3.06           Matters Applicable to all Requests for Compensation............................................  46
   3.07           Survival.......................................................................................  46

ARTICLE IV. CONDITIONS PRECEDENT TO Credit Extensions

   4.01           Conditions of Initial Credit Extension.........................................................  46
   4.02           Conditions to all Credit Extensions and Conversions and Continuations..........................  48

ARTICLE V. REPRESENTATIONS AND WARRANTIES

   5.01           Existence, Qualification and Power; Compliance with Laws.......................................  48
   5.02           Authorization; No Contravention................................................................  49
   5.03           Governmental Authorization.....................................................................  49
   5.04           Binding Effect.................................................................................  49
   5.05           Financial Statements; No Material Adverse Effect...............................................  49


                                       i



                                                                                                                
   5.06           Litigation.....................................................................................  49
   5.07           No Default.....................................................................................  50
   5.08           Ownership of Property; Liens...................................................................  50
   5.09           Environmental Compliance.......................................................................  50
   5.10           Insurance......................................................................................  50
   5.11           Taxes..........................................................................................  50
   5.12           ERISA Compliance...............................................................................  50
   5.13           Subsidiaries...................................................................................  51
   5.14           Margin Regulations; Investment Company Act; Public Utility Holding Company Act.................  51
   5.15           No Financing of Corporate Takeovers............................................................  51
   5.16           Insider........................................................................................  51
   5.17           Disclosure.....................................................................................  52
   5.18           Intellectual Property; Licenses, Etc...........................................................  52
   5.19           Businesses.....................................................................................  52
   5.20           Common Enterprise..............................................................................  52
   5.21           Solvent........................................................................................  52

ARTICLE VI. AFFIRMATIVE COVENANTS

   6.01           Financial Statements...........................................................................  53
   6.02           Certificates; Other Information................................................................  53
   6.03           Notices........................................................................................  55
   6.04           Payment of Obligations.........................................................................  55
   6.05           Preservation of Existence, Etc.................................................................  55
   6.06           Maintenance of Properties......................................................................  56
   6.07           Maintenance of Insurance.......................................................................  56
   6.08           Compliance with Laws...........................................................................  56
   6.09           Books and Records..............................................................................  56
   6.10           Inspection Rights..............................................................................  56
   6.11           Compliance with ERISA..........................................................................  57
   6.12           Use of Proceeds................................................................................  57
   6.13           Further Assurances.............................................................................  57
   6.14           Notice of Formation of Subsidiary..............................................................  57
   6.15           New Domestic Subsidiaries......................................................................  57
   6.16           Opinions Regarding Obligations of Guarantors...................................................  57
   6.17           Interest Rate Protection.......................................................................  58

ARTICLE VII. NEGATIVE COVENANTS

   7.01           Liens..........................................................................................  58
   7.02           Indebtedness...................................................................................  58
   7.03           Investments....................................................................................  60
   7.04           Fundamental Changes............................................................................  61
   7.05           Dispositions...................................................................................  61
   7.06           Restricted Payments............................................................................  62
   7.07           ERISA..........................................................................................  62
   7.08           Change in Nature of Business...................................................................  62
   7.09           Transactions with Affiliates...................................................................  63



                                       ii



                                                                                                                
   7.10           Burdensome Agreements..........................................................................  63
   7.11           Use of Proceeds................................................................................  63
   7.12           Amendment of Organization Documents and Fiscal Year............................................  63
   7.13           Amendment of Subordinated Debt.................................................................  63
   7.14           Sale and Leaseback.............................................................................  63
   7.15           Alteration of Material Agreements..............................................................  64
   7.16           Strict Compliance..............................................................................  64
   7.17           Guaranties.....................................................................................  64
   7.18           Financial Covenants............................................................................  64

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES

   8.01           Events of Default..............................................................................  64
   8.02           Remedies Upon Event of Default.................................................................  66
   8.03           Application of Proceeds........................................................................  67

ARTICLE IX. ADMINISTRATIVE AGENT

   9.01           Appointment and Authorization of Administrative Agent..........................................  68
   9.02           Delegation of Duties...........................................................................  68
   9.03           Liability of Administrative Agent..............................................................  69
   9.04           Reliance by Administrative Agent...............................................................  69
   9.05           Notice of Default..............................................................................  70
   9.06           Credit Decision; Disclosure of Information by Administrative Agent.............................  70
   9.07           INDEMNIFICATION OF ADMINISTRATIVE AGENT........................................................  70
   9.08           Administrative Agent in its Individual Capacity................................................  71
   9.09           Successor Administrative Agent.................................................................  71
   9.10           Guaranty Matters...............................................................................  72
   9.11           Administrative Agent May File Proofs of Claim..................................................  72
   9.12           Related Obligations............................................................................  73
   9.13           Other Agents; Arrangers and Managers...........................................................  74

ARTICLE X. MISCELLANEOUS

   10.01          Amendments, Etc................................................................................  74
   10.02          Notices and Other Communications; Facsimile Copies.............................................  75
   10.03          No Waiver; Cumulative Remedies.................................................................  77
   10.04          Attorney Costs, Expenses and Taxes.............................................................  77
   10.05          INDEMNIFICATION BY THE BORROWER................................................................  77
   10.06          Payments Set Aside.............................................................................  79
   10.07          Successors and Assigns.........................................................................  79
   10.08          Confidentiality................................................................................  82
   10.09          Set-off........................................................................................  83
   10.10          Interest Rate Limitation.......................................................................  83
   10.11          Counterparts...................................................................................  83
   10.12          Integration....................................................................................  84
   10.13          Survival of Representations and Warranties.....................................................  84
   10.14          Severability...................................................................................  84
   10.15          Foreign Lenders................................................................................  84
   10.16          Removal and Replacement of Lenders.............................................................  85



                                       iii



                                                                                                                
   10.17          Exceptions to Covenants........................................................................  86
   10.18          Governing Law..................................................................................  86
   10.19          Waiver of Right to Trial by Jury...............................................................  86
   10.20          USA Patriot Act Notice.........................................................................  87
   10.21          Amendment, Restatement, Extension, Renewal and Increase........................................  87
   10.22          Entire Agreement...............................................................................  87

SIGNATURES.......................................................................................................  S-1



                                       iv



SCHEDULES

         
1.01        Subsidiary Groups (for Definitions)
2.01        Revolving Commitments and Pro Rata Shares
2.03        Existing Letters of Credit
5.13        Subsidiaries and Other Equity Investments
7.03(j)     Existing Investments
10.02       Eurodollar and Domestic Lending Offices, Addresses for Notices



EXHIBITS



               FORM OF
      
A        Assignment and Acceptance
B        Compliance Certificate
C        Guaranty
D        Revolving Loan Note
E        Revolving Loan Notice
F        Swing Line Note
G        Swing Line Loan Notice
H        Officer's Certificate


                                       v



                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

      This FIRST AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered
into as of February 24, 2005, among CASH AMERICA INTERNATIONAL, INC., a Texas
corporation (the "Borrower"), each lender from time to time party hereto
(collectively, the "Lenders" and individually, a "Lender"), WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Administrative Agent, an L/C Issuer and Swing Line
Lender, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and U. S. BANK NATIONAL
ASSOCIATION, KEYBANK NATIONAL ASSOCIATION and UNION BANK OF CALIFORNIA, N.A., as
Co-Documentation Agents.

      The Borrower, various financial institutions and Wells Fargo Bank,
National Association, as the administrative agent, are parties to that certain
Credit Agreement, dated as of August 14, 2002, as heretofore amended, modified,
and supplemented from time to time (the "Existing Credit Agreement").

      The parties hereto have agreed, subject to the terms hereof, to amend and
restate the Existing Credit Agreement so as to, among other things, (a) increase
the amount of the revolving credit facility to $250,000,000, (b) amend the
pricing, certain covenants and various other provisions of the Existing Credit
Agreement and (c) revise the composition of the lender group.

      In consideration of the mutual covenants and agreements herein contained,
the Existing Credit Agreement is amended and restated in its entirety and the
parties hereto covenant and agree as follows:

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

      1.01 DEFINED TERMS. As used in this Agreement, the following terms shall
have the meanings set forth below:

      "Accounting Firm" has the meaning specified in Section 6.01(b) hereof.

      "Acquisition" means the acquisition by any Person of (a) a majority of the
Capital Stock of another Person, (b) all or substantially all of the assets of
another Person or (c) all or substantially all of a line of business of another
Person, in each case whether or not involving a merger or consolidation with
such other Person.

      "Acquisition Consideration" means the consideration given by the Borrower
or any of its Subsidiaries for an Acquisition, including but not limited to the
sum of (without duplication) (a) the fair market value of any cash, property
(including Redeemable Stock) or services given, plus (b) consideration paid with
proceeds of Indebtedness permitted pursuant to this Agreement, plus (c) the
amount of any Indebtedness assumed, incurred or guaranteed (to the extent not
otherwise included) in connection with such Acquisition by the Borrower or any
of its Subsidiaries.

      "Act" has the meaning set forth in Section 10.20 hereof.

                                        1



      "Additional Senior Debt" means any Indebtedness of the Borrower (other
than Subordinated Debt) incurred after the Closing Date, the terms of which
shall be reasonably satisfactory to the Required Lenders.

      "Adjusted EBITDA" means, with respect to any period, EBITDA for such
period adjusted to (a) exclude any non-cash gain or loss recognized on the
income statement from derivative and currency value fluctuations during such
period, and (b) upon the acquisition of any assets or Persons permitted by
Section 7.03 hereof which generate EBITDA (whether positive or negative) or the
disposition of any assets or Persons permitted by Section 7.05 hereof which
prior to such disposition generated EBITDA (whether positive or negative),
include the actual trailing 12 month EBITDA of the acquired assets or Person, or
exclude the actual trailing 12 month EBITDA of the disposed assets or Person, as
the case may be, with adjustments as provided in Article 11, Regulation S-X of
the Securities Act of 1933 during such period.

      "Adjusted Funded Debt" means, as of any date of determination, the sum of
(a) Funded Debt as of such date, minus (b) Cash on Hand as of such date.

      "Adjustment Date" means, for purposes of the Applicable Rate, the date of
receipt by the Administrative Agent of the financial statements required to be
delivered pursuant to Section 6.01 hereof, and the Compliance Certificate
required pursuant to Section 6.02(a) hereof.

      "Administrative Agent" means Wells Fargo in its capacity as administrative
agent under any of the Loan Documents, or any successor administrative agent.

      "Administrative Agent's Office" means the Administrative Agent's address
and, as appropriate, account as set forth on Schedule 10.02, or such other
address or account as the Administrative Agent may from time to time notify the
Borrower and the Lenders.

      "Affiliate" means, as to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power (a)
to vote 10% or more of the Voting Shares (on a fully diluted basis) of such
Person; or (b) to direct or cause the direction of the management and policies
of such Person whether by contract or otherwise.

      "Affiliated IRP Agreement" means an Interest Rate Protection Agreement
entered into between the Borrower and a Lender or an Affiliate of a Lender,
provided that such Lender was a Lender hereunder at the time such Interest Rate
Protection Agreement was entered into.

      "Agent Fee Letters" has the meaning specified in Section 2.09(b) hereof.

      "Agent-Related Persons" means the Administrative Agent (including any
successor administrative agent), together with its Affiliates, and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates.

      "Aggregate Revolving Commitments" means the aggregate amount of Revolving
Commitments of the Lenders, which initially shall be $250,000,000, as the same
may be reduced from time to time pursuant to the terms of this Agreement.

                                       2



      "Agreement" means this First Amended and Restated Credit Agreement.

      "Applicable Law" means (a) in respect of any Person, all provisions of
Laws applicable to such Person, and all orders and decrees of all courts and
arbitrators in proceedings or actions to which the Person in question is a party
and (b) in respect of contracts made or performed in the State of Texas,
"Applicable Law" shall also mean the laws of the United States of America,
including, without limitation the foregoing, 12 USC Sections 85 and 86, as
amended to the date hereof and as the same may be amended at any time and from
time to time hereafter, and any other statute of the United States of America
now or at any time hereafter prescribing the maximum rates of interest on loans
and extensions of credit, and the laws of the State of Texas.

      "Applicable Rate" means the following percentages per annum:



                                                                    APPLICABLE RATE     APPLICABLE      APPLICABLE RATE
PRICING                                                             FOR EURODOLLAR     RATE FOR BASE    FOR COMMITMENT
 LEVEL                    LEVERAGE RATIO                               RATE LOANS        RATE LOANS          FEE
- -------      -----------------------------------------------        ---------------    -------------    ---------------
                                                                                            
1            Less than 1.00 to 1                                        0.875                0.00             0.25

2            Greater than or equal to 1.00 to 1 but less                1.125                0.00             0.25
             than 1.50 to 1

3            Greater than or equal to 1.50 to 1 but less                1.375                0.00             0.25
             than 2.00 to 1

4            Greater than or equal to 2.00 to 1 but less                1.625                0.00             0.30
             than 2.25 to 1

5            Greater than or equal to 2.25 to 1                         1.875                0.00             0.30


            The Applicable Rate shall be adjusted on each Adjustment Date as
      tested by using the Leverage Ratio set forth on the Compliance Certificate
      on each Adjustment Date. If the financial statements required pursuant to
      Section 6.01 hereof and the related Compliance Certificate required
      pursuant to Section 6.02(a) hereof are not received by the Administrative
      Agent by the date required, the Applicable Rate shall be determined using
      Pricing Level 5 until such time as such financial statements and
      Compliance Certificate are received. Notwithstanding the foregoing, the
      Applicable Rate in effect from and after the Closing Date through the date
      on which another Pricing Level would otherwise be in effect based on the
      receipt of the Company's Compliance Certificate for the period ending
      March 31, 2005 shall be Level 3.

      "Approved Fund" has the meaning specified in Section 10.07(g) hereof.

      "Assets" means, as of any date, the assets which would be reflected on a
balance sheet of the Borrower and its Subsidiaries on a combined and
consolidated basis prepared as of such date in accordance with GAAP.

                                       3



      "Assignment and Acceptance" means an Assignment and Acceptance
substantially in the form of Exhibit A.

      "Attorney Costs" means and includes all reasonable fees and disbursements
of any law firm or other external counsel.

      "Attributable Indebtedness" means, on any date, (a) in respect of any
Capital Lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a capital lease.

      "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the fiscal year ended December
31, 2003 and the related consolidated statements of income, stockholders' equity
and cash flows for such fiscal year of the Borrower.

      "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the Prime Rate in
effect for such day. Any change in such rate announced by Wells Fargo shall take
effect at the opening of business on the day specified in the public
announcement of such change.

      "Base Rate Loan" means a Loan that bears interest based on the Base Rate.

      "Board" means the Board of Governors of the Federal Reserve System of the
United States of America.

      "Borrower" has the meaning set forth in the introductory paragraph hereto.

      "Borrowing" means a Revolving Borrowing or a Swing Line Borrowing, as the
context may require.

      "British Pounds Sterling" and "(pound)" means the lawful currency of
England.

      "Business Day" means any day other than a Saturday, Sunday, or other day
on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Administrative Agent's Office is located
and, if such day relates to any Eurodollar Rate Loan, means any such day on
which dealings in Dollar deposits are conducted by and between banks in the
applicable offshore Dollar interbank market.

      "Capital Lease" means, as of any date, any lease of property, real or
personal, which would be capitalized on a balance sheet of the lessee prepared
as of such date, in accordance with GAAP, together with any other lease by such
lessee which is in substance a financing lease, including without limitation,
any lease under which (a) such lessee has or will have an option to purchase the
property subject thereto at a nominal amount or an amount less than a reasonable
estimate of the fair market value of such property as of the date such lease is
entered into or

                                       4



(b) the term of the lease approximates or exceeds the expected useful life of
the property leased thereunder.

      "Capital Stock" means, as to any Person, the equity interests in such
Person, including, without limitation, the shares of each class of capital stock
in any Person that is a corporation, each class of partnership interest in any
Person that is a partnership, and each class of membership interest in any
Person that is a limited liability company, and any right to subscribe for or
otherwise acquire any such equity interests.

      "Cash Collateralize" means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of each of the L/C Issuers and the
Lenders, as collateral for the L/C Obligations, cash or deposit account balances
pursuant to documentation in form and substance satisfactory to the
Administrative Agent and each L/C Issuer (which documents are hereby consented
to by the Lenders). Derivatives of such term shall have corresponding meaning.
The Borrower hereby grants the Administrative Agent, for the benefit of each L/C
Issuer and the Lenders, a Lien on all such cash and deposit account balances.
Cash collateral shall be maintained in blocked, interest bearing deposit
accounts at Wells Fargo.

      "Cash on Hand", as of any date of determination, is the amount equal to
the amount of cash and cash equivalents, determined in accordance with 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.

      "Cashland Seller Note" means that certain subordinated promissory note of
the Borrower payable to the order of Schear Financial Services, LLC in the
principal amount of $2,500,000 dated February 1, 2004, the terms of which shall
at all times be subordinated to the Obligations pursuant to terms reasonably
satisfactory to the Required Lenders.

      "Change of Control" means, with respect to any Person, an event or series
of events by which:

            (a) any "person" or "group" (as such terms are used in Sections
      13(d) and 14(d) of the Exchange Act, but excluding any employee benefit
      plan of such person or its subsidiaries, and any person or entity acting
      in its capacity as trustee, agent or other fiduciary or administrator of
      any such plan) becomes the "beneficial owner" (as defined in Rules 13d-3
      and 13d-5 under the Exchange Act, except that a person or group shall be
      deemed to have "beneficial ownership" of all securities that such person
      or group has the right to acquire (such right, an "option right"), whether
      such right is exercisable immediately or only after the passage of time),
      directly or indirectly, of 50% or more of the equity securities of such
      Person entitled to vote for members of the board of directors or
      equivalent governing body of such Person on a fully-diluted basis (and
      taking into account all such securities that such person or group has the
      right to acquire pursuant to any option right); or

            (b) during any period of 24 consecutive months, a majority of the
      members of the board of directors or other equivalent governing body of
      such Person ceases to be composed of individuals (i) who were members of
      that board or equivalent governing

                                       5


      body on the first day of such period, (ii) whose election or nomination to
      that board or equivalent governing body was approved by individuals
      referred to in clause (i) above constituting at the time of such election
      or nomination at least a majority of that board or equivalent governing
      body or (iii) whose election or nomination to that board or other
      equivalent governing body was approved by individuals referred to in
      clauses (i) and (ii) above constituting at the time of such election or
      nomination at least a majority of that board or equivalent governing body
      (excluding, in the case of both clause (ii) and clause (iii), any
      individual whose initial nomination for, or assumption of office as, a
      member of that board or equivalent governing body occurs as a result of an
      actual or threatened solicitation of proxies or consents for the election
      or removal of one or more directors by any person or group other than a
      solicitation for the election of one or more directors by or on behalf of
      the board of directors).

      "Closing Date" means the first date all the conditions precedent in
Section 4.01 hereof are satisfied or waived in accordance with Section 4.01
hereof (or, in the case of Section 4.01(b) hereof, waived by the Person entitled
to receive the applicable payment).

      "Code" means the Internal Revenue Code of 1986.

      "Commercial Letter of Credit" means, any documentary Letter of Credit
which is drawable upon presentation of documents evidencing the sale or shipment
of goods purchased by the Borrower in the ordinary course of its business.

      "Commitment Fee" has the meaning specified in Section 2.09(a) hereof.

      "Communications" has the meaning specified in Section 10.02(c) hereof.

      "Compensation Period" has the meaning specified in Section 2.12(d)(ii)
hereof.

      "Compliance Certificate" means a certificate substantially in the form of
Exhibit B.

      "Consequential Loss" means, with respect to the Borrower's payment of all
or any portion of the then outstanding principal amount of a Lender's Eurodollar
Rate Loan on a day other than the last day of the Interest Period related
thereto, any loss, cost or expense incurred by such Lender as a result of the
timing of such payment or in redepositing such principal amount, including any
expense or penalty incurred by such Lender on redepositing such principal
amount, but excluding any loss of the Applicable Rate on the relevant Eurodollar
Rate Loans.

      "Consolidated Subsidiaries" means, all Subsidiaries of the Borrower which
are included in the consolidated financial statements of the Borrower.

      "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

      "Credit Extension" means each of the following: (a) a Revolving Borrowing,
(b) a Swing Line Borrowing, and (c) an L/C Credit Extension.

                                       6



      "Debtor Relief Laws" means the Bankruptcy Code of the United States of
America, and all other liquidation, conservatorship, bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States of America or
other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.

      "Default" means any event that, with the giving of any notice, the passage
of time, or both, would be an Event of Default.

      "Default Rate" means an interest rate equal to (a) the Base Rate plus (b)
the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per
annum; provided, however, that with respect to a Eurodollar Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate) otherwise applicable to such Eurodollar Rate Loan plus 2% per
annum, in each case to the fullest extent permitted by Applicable Law.

      "Disposition" or "Dispose" means the sale, transfer, license or other
disposition (including any sale and leaseback transaction, but excluding a
Dividend) of any property by any Person, including any sale, assignment,
transfer or other disposal, with or without recourse, of any notes or accounts
receivable or any rights and claims associated therewith.

      "Dividends" in respect of any Person, means (a) cash distributions or any
other distributions of property, or otherwise, on, or in respect of, any class
of Capital Stock of such Person (other than dividends or distributions payable
solely in common stock of such Person, or options, warrants or other rights to
purchase common stock of such Person), and (b) any and all funds, cash or other
payments made in respect of the redemption, repurchase or acquisition of such
Capital Stock (specifically including, without limitation, a Treasury Stock
Purchase, but excluding, purchases under employee benefit plans), unless such
Capital Stock shall be redeemed or acquired through the exchange of such Capital
Stock with Capital Stock of the same class or options or warrants to purchase
such Capital Stock.

      "Dollar" and "$" means lawful money of the United States of America.

      "Dollar Equivalent" means, on any date, the amount of Dollars into which
an amount of applicable foreign currency may be converted on such date.

      "Domestic Subsidiary" means any Subsidiary of the Borrower other than a
Foreign Subsidiary.

      "EBITDA" means, with respect to any period, (a) Net Income for such
period, plus (b) without duplication and to the extent deducted in determining
Net Income for such period, (i) Interest Expense for such period, (ii) federal,
state, local and foreign income and franchise taxes of the Borrower and its
Subsidiaries for such period, (iii) depreciation and amortization expenses of
the Borrower and its Subsidiaries for such period and other non-cash charges of
the Borrower and its Subsidiaries, minus (c) without duplication and to the
extent included in determining Net Income for such period, any extraordinary
gains and extraordinary non-cash credits of the Borrower and its Subsidiaries
for such period.

      "Eligible Assignee" has the meaning specified in Section 10.07(g) hereof.

                                       7



      "Environmental Laws" means all Laws relating to environmental, health,
safety and land use matters applicable to any property.

      "ERISA" means the Employee Retirement Income Security Act of 1974 and any
regulations issued pursuant thereto.

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

      "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Pension Plan amendment as a termination under Sections 4041 or
4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a
Pension Plan or Multiemployer Plan; (e) an event or condition which might
reasonably be expected to constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan
or Multiemployer Plan; or (f) the imposition of any liability under Title IV of
ERISA with respect to a Pension Plan, other than PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA
Affiliate.

      "Eurodollar Rate" means for any Interest Period with respect to any
Eurodollar Rate Loan (rounded upward to the next 1/16th of 1%):

            (a) the rate per annum equal to the rate determined by the
      Administrative Agent to be the offered rate that appears on the page of
      the Telerate screen (or any successor thereto) that displays an average
      British Bankers Association Interest Settlement Rate for deposits in
      Dollars (for delivery on the first day of such Interest Period) with a
      term equivalent to such Interest Period, determined as of approximately
      11:00 a.m. (London time) two Business Days prior to the first day of such
      Interest Period, or

            (b) if the rate referenced in the preceding subsection (a) does not
      appear on such page or service or such page or service shall cease to be
      available, the rate per annum equal to the rate determined by the
      Administrative Agent to be the offered rate on such other page or other
      service that displays an average British Bankers Association Interest
      Settlement Rate for deposits in Dollars (for delivery on the first day of
      such Interest Period) with a term equivalent to such Interest Period,
      determined as of approximately 11:00 a.m. (London time) two Business Days
      prior to the first day of such Interest Period, or

                                       8



            (c) if the rates referenced in the preceding subsections (a) and (b)
      are not available, the rate per annum determined by the Administrative
      Agent as the rate of interest at which deposits in Dollars for delivery on
      the first day of such Interest Period in same day funds in the approximate
      amount of the Eurodollar Rate Loan being made, continued or converted by
      Wells Fargo and with a term equivalent to such Interest Period would be
      offered by Wells Fargo's London Branch to major banks in the offshore
      Dollar market at their request at approximately 11:00 a.m. (London time)
      two Business Days prior to the first day of such Interest Period.

      "Eurodollar Rate Loan" means a Revolving Loan that bears interest at a
rate based on the Eurodollar Rate.

      "Event of Default" means any of the events or circumstances specified in
Section 8.01.

      "Evergreen Letter of Credit" has the meaning specified in Section
2.03(b)(iii) hereof.

      "Exchange Act" means the Securities Exchange Act of 1934.

      "Existing Credit Agreement" has the meaning set forth in the second
paragraph hereto.

      "Existing Foreign Investments" means the 80,400,000 SEK Loan Note issued
on September 8, 2004 by Svensk Pantbelaning Holdings AB (f/k/a Guldskalen D 409
AB) and made payable to Borrower and the 13,400,000 SEK Convertible Debenture
Certificate issued on September 8, 2004 by Svensk Pantbelaning Holdings AB
(f/k/a Guldskalen D 409 AB) to Borrower, each of which is in existence as of the
date hereof.

      "Existing Letters of Credit" means the letters of credit set forth on
Schedule 2.03.

      "Federal Funds Rate" means, for any day, the rate per annum (rounded
upwards to the nearest 1/100 of 1%) equal to the weighted average of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the
Federal Reserve Bank on the Business Day next succeeding such day; provided that
(a) if such day is not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate charged to Wells Fargo on such day on such
transactions as determined by the Administrative Agent.

      "Fixed Charge Coverage Ratio" means, as of any date of determination, the
ratio of (a) the sum of (i) Adjusted EBITDA plus (ii) rent and lease expense, in
each case for the period of four consecutive fiscal quarters ending on such date
to (b) the sum of (i) Interest Expense, plus (ii) all scheduled payments on
Funded Debt (specifically excluding any unscheduled mandatory prepayments and
any optional prepayments on Funded Debt), plus (iii) rent and lease expense, in
each case for the four consecutive fiscal quarters ending on such date.

      "Foreign Lender" has the meaning specified in Section 10.15 hereof.

                                       9



      "Foreign Plan" means any pension plan or other deferred compensation plan,
program or arrangement maintained by a Foreign Subsidiary which, under
applicable local law, is required to be funded through a trust or other funding
vehicle.

      "Foreign Subsidiary" means (a) each Subsidiary of the Borrower or any
ERISA Affiliate which is organized under the laws of a jurisdiction other than
the United States of America or any State thereof, if any, and (b) each
Subsidiary of the Borrower or any ERISA Affiliate of which a majority of the
revenues, earnings or other total assets (determined on a consolidated basis
with its Subsidiaries) are located or derived from operations outside of the
United States of America, if any.

      "Fund" has the meaning specified in Section 10.07(g) hereof.

      "Funded Debt" means, as to the Borrower and its Subsidiaries at a
particular time, all of the following (without duplication):

            (a) all obligations for borrowed money and all obligations evidenced
      by bonds, debentures, notes, loan agreements or other similar instruments;

            (b) obligations in respect of earnout or similar payments deemed
      earned and payable in cash or which may be payable in cash at the seller's
      or obligee's option and to the extent the same appears on the Borrower's
      consolidated balance sheet;

            (c) obligations in respect of Capital Leases and Synthetic Lease
      Obligations;

            (d) any Receivables Facility Attributed Indebtedness; and

            (e) obligations in respect of any Redeemable Stock.

      "GAAP" means generally accepted accounting principles as in effect in the
United States as set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or
such other principles as may be approved by a substantial segment of the
accounting profession, that are applicable to the circumstances as of the date
of determination, consistently applied. If at any time any change in GAAP would
affect the computation of any financial ratio or requirement set forth in any
Loan Document, and either the Borrower or the Required Lenders shall so request,
the Administrative Agent, the Lenders and the Borrower shall negotiate in good
faith to amend such ratio or requirement to preserve the original intent thereof
in light of such change in GAAP (subject to the approval of the Required Lenders
such approval not to be unreasonably withheld and no amendment fee will be
payable to the Lenders in connection with such amendment); provided that, until
so amended, (a) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (b) the Borrower shall
provide to the Administrative Agent and the Lenders financial statements and
other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.

                                       10



      "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government, and any
corporation or other entity owned or controlled, through stock or capital
ownership or otherwise, by any of the foregoing.

      "Guarantors" means, collectively, each Domestic Subsidiary.

      "Guaranty" means the Guaranty made by one or more of the Guarantors,
substantially in the form of Exhibit C.

      "Guaranty Obligation" means, as to any Person, (a) any obligation,
contingent or otherwise, of such Person guarantying or having the economic
effect of guarantying any Indebtedness or other obligation payable or
performable by another Person (the "primary obligor") in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or
indirect, (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in
respect of such Indebtedness or other obligation of the payment or performance
of such Indebtedness or other obligation, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the
primary obligor so as to enable the primary obligor to pay such Indebtedness or
other obligation, or (iv) entered into for the purpose of assuring in any other
manner the obligees in respect of such Indebtedness or other obligation of the
payment or performance thereof or to protect such obligees against loss in
respect thereof (in whole or in part), or (b) any Lien on any assets of such
Person securing any Indebtedness or other obligation of any other Person,
whether or not such Indebtedness or other obligation is assumed by such Person;
provided, however, that the term "Guaranty Obligation" shall not include (x) the
purchase of instruments in respect of Investments otherwise permitted by Section
7.03(a) and (y) endorsements of instruments for deposit or collection in the
ordinary course of business. The amount of any Guaranty Obligation shall be
deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guaranty
Obligation is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof as determined by the guarantying Person
in good faith.

      "Highest Lawful Rate" at the particular time in question the maximum rate
of interest which, under Applicable Law, any Lender is then permitted to charge
on the Obligations. If the maximum rate of interest which, under Applicable Law,
any Lender is permitted to charge on the Obligations shall change after the date
hereof, the Highest Lawful Rate shall be automatically increased or decreased,
as the case may be, from time to time as of the effective time of each change in
the Highest Lawful Rate without notice to the Borrower. For purposes of
determining the Highest Lawful Rate under Applicable Law, the indicated rate
ceiling shall be the lesser of (a)(i) the "weekly ceiling", as such ceiling is
computed in Section 303.003 of the Texas Finance Code, as amended, or (ii) if
available in accordance with the terms thereof and at the Administrative Agent's
option after notice to the Borrower and otherwise in accordance with the terms
of Section 303.103 of the Texas Finance Code, as amended, the "annualized
ceiling", as such ceiling is determined in accordance with Section 303.009 of
the Texas Finance Code, as

                                       11



amended, and (b)(i) if the amount outstanding under this Agreement is less than
$250,000, twenty-four percent (24%), or (ii) if the amount outstanding under
this Agreement is equal to or greater than $250,000, twenty-eight percent (28%)
per annum.

      "Honor Date" has the meaning specified in Section 2.03(c)(i) hereof.

      "ICC" has the meaning specified in Section 2.03(h) hereof.

      "Indebtedness" means, as to any Person at a particular time, all of the
following:

            (a) all obligations of such Person for borrowed money and all
      obligations of such Person evidenced by bonds, debentures, notes, loan
      agreements or other similar instruments;

            (b) any direct or contingent obligations of such Person arising
      under letters of credit (including standby and commercial), banker's
      acceptances, bank guaranties, surety bonds and similar instruments;

            (c) net obligations under any Interest Rate Protection Agreement in
      an amount equal to (i) if such Interest Rate Protection Agreement has been
      closed out, the unpaid Termination Value thereof, or (ii) if such Interest
      Rate Protection Agreement has not been closed out, the mark-to-market
      value thereof determined on the basis of readily available quotations
      provided by any recognized dealer in such Interest Rate Protection
      Agreement;

            (d) whether or not so included as liabilities in accordance with
      GAAP, all obligations of such Person to pay the deferred purchase price of
      property or services, and indebtedness (excluding prepaid interest
      thereon) secured by a Lien on property owned or being purchased by such
      Person (including indebtedness arising under conditional sales or other
      title retention agreements), whether or not such indebtedness shall have
      been assumed by such Person or is limited in recourse;

            (e) accrued obligations in respect of earnout or similar payments
      payable in cash or which may be payable in cash at the seller's or
      obligee's option;

            (f) Capital Lease and Synthetic Lease Obligations;

            (g) any Redeemable Stock of such Person;

            (h) any Receivables Facility Attributed Indebtedness; and

            (i) all Guaranty Obligations of such Person in respect of any of the
      foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture in which such Person is a
general partner or a joint venturer, unless such Indebtedness is expressly made
non-recourse to such Person except for customary exceptions reasonably
acceptable to the Required Lenders. The amount of any Capital Lease or

                                       12



Synthetic Lease Obligation as of any date shall be deemed to be the amount of
Attributable Indebtedness in respect thereof as of such date.

      "Indemnified Liabilities" has the meaning set forth in Section 10.05
hereof.

      "Indemnitees" has the meaning set forth in Section 10.05 hereof.

      "Information" has the meaning set forth in Section 10.08 hereof.

      "Interest Expense" means, with respect to any period, interest expense,
whether paid or accrued (including the interest component of Capital Leases), of
the Borrower and its Subsidiaries, all as determined in conformity with GAAP, as
it appears on the consolidated income statement of the Borrower and its
Consolidated Subsidiaries as of such date of determination.

      "Interest Payment Date" means, (a) as to any Loan other than a Base Rate
Loan, the last day of each Interest Period applicable to such Loan; provided,
however, that if any Interest Period for a Eurodollar Rate Loan exceeds three
months, the respective dates that fall every three months after the beginning of
such Interest Period shall also be Interest Payment Dates; and (b) as to any
Base Rate Loan (including a Swing Line Loan), the first Business Day of each
Quarterly Date and the Maturity Date.

      "Interest Period" means as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date 7 or 14 days or one,
two, three or six months thereafter, as selected by the Borrower in its
Revolving Loan Notice; provided that:

            (i) any Interest Period that would otherwise end on a day that is
      not a Business Day shall be extended to the next succeeding Business Day
      unless, in the case of a Eurodollar Rate Loan, such Business Day falls in
      another calendar month, in which case such Interest Period shall end on
      the next preceding Business Day;

            (ii) any Interest Period of one month or more pertaining to a
      Eurodollar Rate Loan that begins on the last Business Day of a calendar
      month (or on a day for which there is no numerically corresponding day in
      the calendar month at the end of such Interest Period) shall end on the
      last Business Day of the calendar month at the end of such Interest
      Period; and

            (iii) no Interest Period shall extend beyond the scheduled Maturity
      Date.

      "Interest Rate Protection Agreement" means (a) any and all rate swap
transactions, basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward commodity contracts,
equity or equity index swaps or options, bond or bond price or bond index swaps
or options or forward bond or forward bond price or forward bond index
transactions, interest rate options, forward foreign exchange transactions, cap
transactions, floor transactions, collar transactions, currency swap
transactions, cross-currency rate swap transactions, currency options, spot
contracts, any cancellations, buy backs, reversals, terminations or assignments
of any of the foregoing, or any other similar transactions or any

                                       13



combination of any of the foregoing (including any options to enter into any of
the foregoing), whether or not any such transaction is governed by or subject to
any master agreement, and (b) any and all transactions of any kind, and the
related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a "Master Agreement"), including any such
obligations or liabilities under any Master Agreement.

      "Interest Rate Protection Obligations" means any and all obligations of
the Borrower to any Lender or an Affiliate of a Lender under any Affiliated IRP
Agreement.

      "Investment" means, as to any Person, any acquisition or investment by
such Person, whether by means of (a) the purchase or other acquisition of
capital stock or other securities of another Person, (b) a loan, advance or
capital contribution (including a contribution of property) to, Guaranty
Obligation with respect to the debt of, or purchase or other acquisition of any
other debt or equity participation or interest in, another Person, including any
partnership or joint venture interest in such other Person, or (c) the purchase
or other acquisition (in one transaction or a series of transactions) of assets
of another Person that constitute a business unit. For purposes of covenant
compliance, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such
Investment.

      "IRS" means the United States Internal Revenue Service.

      "Laws" means, collectively, all international, foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

      "L/C Advance" means, with respect to each Lender, such Lender's
participation in any L/C Borrowing in accordance with its Pro Rata Share.

      "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Revolving Borrowing.

      "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the renewal or
increase of the amount thereof.

      "L/C Issuer" means any Lender in its capacity as an issuer of Letters of
Credit hereunder, or any successor issuer of Letters of Credit hereunder.

                                       14



      "L/C Obligations" means, as of any date of determination, the aggregate
undrawn face amount of all outstanding Letters of Credit plus the aggregate of
all Unreimbursed Amounts, including all L/C Borrowings.

      "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes each L/C Issuer and the Swing Line
Lender.

      "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such on Schedule 10.02, or such other office or offices as a
Lender may from time to time notify the Borrower and the Administrative Agent.

      "Letter of Credit" means any letter of credit issued hereunder and shall
include the Existing Letters of Credit. A Letter of Credit may be a Commercial
Letter of Credit or a Standby Letter of Credit.

      "Letter of Credit Application" means an application and agreement for the
issuance or amendment of a letter of credit in the form from time to time in use
by any L/C Issuer.

      "Letter of Credit Expiration Date" means (a) with respect to Standby
Letters of Credit, the earlier of (i) the day that is ten days prior to the
Maturity Date (or, if such day is not a Business Day, the next preceding
Business Day) and (ii) one year after the date of issuance of such Letter of
Credit (or, if such day is not a Business Day, the next preceding Business Day)
and (b) with respect to Commercial Letters of Credit, the earlier of (i) the day
that is 120 days after the date of issuance of such Letter of Credit (or, if
such day is not a Business Day, the next preceding Business Day) and (ii) the
day that is ten days prior to the Maturity Date (or, if such day is not a
Business Day, the next preceding Business Day).

      "Letter of Credit Sublimit" means an amount equal to the lesser of (a)
$20,000,000 and (b) the Aggregate Revolving Commitments. The Letter of Credit
Sublimit is part of, and not in addition to, the Aggregate Revolving
Commitments.

      "Leverage Ratio" means, as of any date of determination, for the Borrower
and its Subsidiaries on a consolidated basis, the ratio of (a) Adjusted Funded
Debt as of such date to (b) Adjusted EBITDA for the period of the four
consecutive fiscal quarters ending on such date.

      "Lien" means any mortgage, pledge, hypothecation, assignment as security
for Indebtedness, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement, any financing lease having substantially the same economic effect as
any of the foregoing, and the filing of any financing statement under the
Uniform Commercial Code or comparable Laws of any jurisdiction), including the
interest of a purchaser of accounts receivable.

      "Litigation" means any proceeding, claim, lawsuit, arbitration, and/or
investigation by or before any Governmental Authority, including, without
limitation, proceedings, claims, lawsuits, and/or investigations under or
pursuant to any environmental, occupational, safety and health, antitrust,
unfair competition, securities, tax or other Law, or under or pursuant to any
contract, agreement or other instrument.

                                       15



      "Loan" means an extension of credit by a Lender to the Borrower under
Article II in the form of a Revolving Loan or a Swing Line Loan.

      "Loan Documents" means this Agreement, the Notes, the Agent Fee Letters,
each Guaranty, each Request for Credit Extension, each Compliance Certificate,
and any other agreement executed, delivered or performable by any Loan Party in
connection herewith or as security for the Obligations.

      "Loan Parties" means, collectively, the Borrower and each Guarantor.

      "Material Adverse Effect" means any act or circumstance or event which (a)
causes an Event of Default or causes a Default which could reasonably be
expected to become an Event of Default, (b) otherwise is material and adverse to
the consolidated financial condition or business operations of the Borrower and
its Subsidiaries and which could reasonably be expected to result in a Default
or an Event of Default, (c) in any manner whatsoever materially and adversely
affects the validity or enforceability of any of the Loan Documents in a manner
that impairs the ability of the Lenders to exercise their remedies under this
Agreement or (d) impairs the ability of the Borrower or any of its Subsidiaries
to perform its obligations under any of the Loan Documents to which it is a
party.

      "Maturity Date" means (a) February 24, 2010, or (b) such earlier date upon
which the Revolving Commitments may be terminated in accordance with the terms
hereof.

      "Moody's" means Moody's Investors Services, Inc. and any successor
thereto.

      "Multiemployer Plan" means any employee benefit plan of the type described
in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding three
calendar years, has made or been obligated to make contributions.

      "Negative Pledge" means any agreement, contract or other arrangement
whereby the Borrower or any of its Subsidiaries is prohibited from, or would
otherwise be in default as a result of, creating, assuming, incurring or
suffering to exist, directly or indirectly, any Lien on any of its assets.

      "Net Income" means, with respect to any period, the net income or loss of
the Borrower and its Subsidiaries on a consolidated basis for such period,
determined in accordance with GAAP; provided that there shall be excluded the
income or loss of any Person (other than a Subsidiary) of which the Borrower or
any Subsidiary owns Capital Stock, except to the extent of the amount of
dividends or other distributions actually paid to the Borrower or any of the
Subsidiaries during such period.

      "Net Proceeds" means, with respect to the Disposition of any Asset
(including Capital Stock) by or of, or the issuance of Indebtedness to, any
Person, the proceeds received by such Person in connection with such transaction
after deducting therefrom the aggregate, without duplication, of the following
amounts to the extent properly attributable to such transaction or to any asset
that may be the subject thereof: (i) reasonable brokerage commissions, legal
fees, finder's fees, financial advisory fees, fees for solvency opinions,
fairness opinions, accounting

                                       16



fees, underwriting fees, investment banking fees, survey, title insurance,
appraisals, notaries and other similar commissions and fees and expenses, in
each case, to the extent paid, payable or reimbursed by such Person; (ii)
filing, recording or registration fees or charges or similar fees or charges
paid by such Person; (iii) taxes paid or payable by such Person or any
shareholder, partner or member of such Person to governmental taxing authorities
as a result of such sale or other disposition (after taking into account any
available tax credits or deductions or any tax sharing arrangements to the
extent actually utilized); and (iv) payment of the outstanding principal amount
of, premium or penalty, if any, and interest on any Indebtedness (other than the
Obligations) that is secured by a Lien on or otherwise related or attributable
to the stock or asset in question, to the extent required or permitted pursuant
to the documentation evidencing such Indebtedness. To the extent that any note
is obtained in such Disposition, the proceeds received in respect thereof shall
be deemed to be the value of such note as determined in accordance with GAAP. To
the extent that any securities are obtained in any such sale, lease, transfer or
other disposition, the proceeds received in respect thereof shall be deemed to
be the fair market value of such securities as of the date of such disposition.

      "Net Worth" means, as of any date, the total shareholder's equity
(including Capital Stock, additional paid-in capital, and retained earnings
after deducting treasury stock) which would appear on a balance sheet of the
Borrower and its Subsidiaries on a combined and consolidated basis prepared as
of such date in accordance with GAAP, but excluding all other comprehensive
income or losses resulting from foreign currency translation adjustments or
derivative value fluctuation.

      "Non-renewal Notice Date" has the meaning specified in Section
2.03(b)(iii) hereof.

      "Note Agreements" means, collectively, (a) that certain Note Agreement
dated July 7, 1995, entered into by and between the Borrower and Teachers, as
amended to the date of this Agreement and such other further amendments not
otherwise prohibited by Section 7.15 hereof; (b) that certain Note Agreement
dated December 1, 1997 among the Borrower and the "Purchasers" named therein, as
amended to the date of this Agreement and such other further amendments not
otherwise prohibited by Section 7.15 hereof; and (c) that certain Note Agreement
dated as of August 12, 2002 entered into by and between the Borrower and the
"Purchasers" named therein, as amended to the date of this Agreement and such
other further amendments not otherwise prohibited by Section 7.15 hereof..

      "Notes" means, collectively, the Revolving Loan Notes and the Swing Line
Note.

      "Notice" has the meaning set forth in Section 10.02(c) hereof.

      "Obligations" means all advances to, and debts, liabilities, obligations,
covenants and duties of, any Loan Party arising under any Loan Document, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising. Without
limiting the generality of the foregoing, "Obligations" includes all amounts
which would be owed by any Loan Party or any other Person (other than
Administrative Agent or Lenders) to Administrative Agent, Lenders or any
Affiliate of a Lender under any Loan Document, but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving any Loan Party or any other
Person

                                       17



(including all such amounts which would become due or would be secured but for
the filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding of any other Loan Party or any other Person
under any Debtor Relief Law).

      "Officer's Certificate" means a certificate signed by the chief executive
officer of the Borrower substantially in the form of Exhibit H.

      "Organization Documents" means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws; (b) with respect to any
limited liability company, the articles of formation and operating agreement;
and (c) with respect to any partnership, joint venture, trust or other form of
business entity, the partnership, joint venture or other applicable agreement of
formation and any agreement, instrument, filing or notice with respect thereto
filed in connection with its formation with the secretary of state or other
department in the state of its formation, in each case as amended from time to
time.

      "Other Taxes" has the meaning set forth in Section 3.01(b) hereof.

      "Outstanding Amount" means (i) with respect to Revolving Loans and Swing
Line Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of Revolving Loans
and Swing Line Loans, as the case may be, occurring on such date; and (ii) with
respect to any L/C Obligations on any date, the amount of such L/C Obligations
on such date after giving effect to any L/C Credit Extension occurring on such
date and any other changes in the aggregate amount of the L/C Obligations as of
such date, including as a result of any reimbursements of outstanding unpaid
drawings under any Letters of Credit or any reductions in the maximum amount
available for drawing under Letters of Credit taking effect on such date.

      "Participant" has the meaning specified in Section 10.07(d) hereof.

      "PBGC" means the Pension Benefit Guaranty Corporation.

      "Pension Plan" means any "employee pension benefit plan" (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer plan
(as described in Section 4064(a) of ERISA) has made contributions at any time
during the immediately preceding five plan years.

      "Permitted Liens" means: (a) Liens (if any) granted in favor of the
Lenders to secure payment of the Obligations and other Indebtedness of the
Borrower specifically approved by the Lenders in writing; (b) pledges or
deposits made to secure payment of worker's compensation (or to participate in
any fund in connection with worker's compensation), unemployment insurance,
pensions or social security programs, other than any Lien imposed by ERISA; (c)
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; (d) 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

                                       18



yet due and payable or if the same are being contested in good faith and as to
which adequate reserves have been provided; (e) 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; (f) 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 Property for
the uses intended, and none of which is violated by existing or proposed
structures or land use; (g) Liens securing purchase money Indebtedness, but only
to the extent that (i) such Indebtedness is permitted pursuant to Section
7.02(b) hereof, (ii) any such Lien secures the indebtedness incurred to purchase
the asset encumbered thereby and (iii) such Indebtedness does not exceed the
cost of such asset, (h) Liens against Temporary Cash Investments, to the extent
that such Liens secure short-term indebtedness permitted under Section 7.02(j)
hereof; (i) Liens arising by operation of law in connection with judgments being
appealed to the extent such Liens would not otherwise result in an Event of
Default under Section 8.01(j); and (j) landlord's liens arising in the ordinary
course of the Borrower's or the Subsidiaries' leasing activities.

      "Person" means any individual, trustee, corporation, general partnership,
limited partnership, limited liability company, joint stock company, trust,
unincorporated organization, bank, business association, firm, joint venture or
Governmental Authority.

      "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or any ERISA Affiliate.

      "Platform" has the meaning set forth in Section 10.02(c) hereof.

      "Prime Rate" means, at any time, the rate of interest most recently
announced within Wells Fargo at its principal office in San Francisco as its
Prime Rate, with the understanding that Wells Fargo's Prime Rate is one of its
base rates and serves as the basis upon which effective rates of interest are
calculated for those loans making reference thereto, and is evidenced by the
recording thereof after its announcement in such internal publication or
publications as Wells Fargo may designate. Any change in such rate announced
within Wells Fargo shall take effect on the opening of business on the day such
change is announced within Wells Fargo.

      "Private Placement Debt" means the indebtedness of the Borrower (and
Guaranty of Domestic Subsidiaries) in the aggregate original principal amount of
(a) $20,000,000 under its senior notes designated "8.14% Senior Notes Due 2007",
each payable in accordance with the respective terms of such notes and the Note
Agreement entered into with respect thereto; (b) $30,000,000 under its senior
notes designated "7.10% Senior Notes Due January 2, 2008," each payable in
accordance with the respective terms of such notes and the Note Agreement
entered into with respect thereto; and (c) $42,500,000 under its senior notes
designated "7.25% Senior Notes Due 2009", each payable in accordance with the
respective terms of such notes and the Note Agreement entered into with respect
thereto.

      "Pro Rata Share" means, with respect to each Lender, the percentage
(carried out to the ninth decimal place) of the Aggregate Revolving Commitments
set forth opposite the name of such Lender on Schedule 2.01, as such share may
be adjusted as contemplated herein.

                                       19



      "Property" means any investment in any kind of property or asset, whether
real, personal or mixed, tangible or intangible.

      "Quarterly Date" means the first Business Day of each January, April, July
and October during the term of this Agreement.

      "Receivables Facility Attributed Indebtedness" means the amount of
obligations outstanding under a receivables purchase facility on any date of
determination that would be characterized as principal if such facility were
structured as a secured lending transaction other than a purchase.

      "Redeemable Stock" means the portion of any Capital Stock of the Borrower
or any of its Subsidiaries which prior to the Maturity Date is or may be (a)
unilaterally redeemable (by seeking final or similar payments or otherwise) upon
the occurrence of certain events or otherwise; (b) redeemable at the option of
the holder thereof or (c) convertible into Indebtedness.

      "Register" has the meaning set forth in Section 10.07(c) hereof.

      "Release Date" shall mean the date upon which all Obligations and all
Interest Rate Protection Obligations are paid in full and the Revolving
Commitments are terminated.

      "Reportable Event" means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30 day notice period has been waived.

      "Request for Credit Extension" means (a) with respect to a Revolving
Borrowing, a Revolving Loan Notice, (b) with respect to an L/C Credit Extension,
a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a
Swing Line Loan Notice.

      "Required Lenders" means, as of any date of determination, two or more
Lenders whose Voting Percentages aggregate more than 50%.

      "Responsible Officer" means the chief executive officer, president, chief
financial officer, corporate controller, treasurer, vice president of finance or
corporate secretary of a Loan Party. Any document delivered hereunder that is
signed by a Responsible Officer of a Loan Party shall be conclusively presumed
to have been authorized by all necessary corporate, partnership and/or other
action on the part of such Loan Party and such Responsible Officer shall be
conclusively presumed to have acted on behalf of such Loan Party.

      "Restricted Payment" means, collectively, (a) Dividends, and (b) any
payment or prepayment of principal, interest, premium or penalty on any
Subordinated Debt or any defeasance, redemption, purchase, repurchase or other
acquisition or retirement for value, in whole or in part, of any Subordinated
Debt (including, without limitation, the setting aside of assets or the deposit
of funds therefor).

      "Revolving Borrowing" means a borrowing consisting of simultaneous
Revolving Loans of the same Type and having the same Interest Period made by
each of the Lenders pursuant to Section 2.01 hereof.

                                       20



      "Revolving Commitment" means, as to each Lender, its obligation to (a)
make Revolving Loans to the Borrower pursuant to Section 2.01 hereof, (b)
purchase participations in L/C Obligations, and (c) purchase participations in
Swing Line Loans, in an aggregate principal amount at any one time outstanding
not to exceed the amount set forth opposite such Lender's name on Schedule 2.01,
as such amount may be reduced, increased or adjusted from time to time in
accordance with this Agreement.

      "Revolving Loan" has the meaning specified in Section 2.01 hereof.

      "Revolving Loan Note" means a promissory note made by the Borrower in
favor of a Lender evidencing Revolving Loans made by such Lender, substantially
in the form of Exhibit D.

      "Revolving Loan Notice" means a notice of (a) a Revolving Borrowing, (b) a
conversion of Revolving Loans from one Type to the other, or (c) a continuation
of Revolving Loans as the same Type, pursuant to Section 2.02(a) hereof, which,
if in writing, shall be substantially in the form of Exhibit E.

      "SEK" means lawful currency of Sweden.

      "S&P" means Standard and Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

      "Solvent" means, with respect to any Person, that the fair value of the
assets of such Person (both at fair valuation and at present fair saleable value
on a going concern basis) is, on the date of determination, greater than the
total amount of liabilities (including contingent and unliquidated liabilities)
of such Person as of such date and that, as of such date, such Person is able to
pay all liabilities of such Person as such liabilities mature and such Person
does not have unreasonably small capital with which to carry on its business. In
computing the amount of contingent or unliquidated liabilities at any time, such
liabilities will be computed at the amount which, in light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability discounted to present value
at rates believed to be reasonable by such Person.

      "Standby Letter of Credit" means a Letter of Credit that is not a
Commercial Letter of Credit.

      "Subordinated Debt" means any Indebtedness of the Borrower or any
Subsidiary which is subordinated to the Obligations at all times pursuant to
terms reasonably satisfactory to the Required Lenders.

      "Subsidiary" of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the
election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned by such Person. Unless otherwise specified,
all references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a
Subsidiary or Subsidiaries of the Borrower.

                                       21



      "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.04 hereof.

      "Swing Line Borrowing" means a borrowing of a Swing Line Loan.

      "Swing Line Lender" means Wells Fargo in its capacity as provider of Swing
Line Loans, or any successor swing line lender hereunder.

      "Swing Line Loan" has the meaning specified in Section 2.04(a) hereof.

      "Swing Line Note" means a promissory note made by the Borrower in favor of
the Swing Line Lender evidencing Swing Line Loans made by such Lender,
substantially in the form of Exhibit F.

      "Swing Line Loan Notice" means a notice of a Swing Line Borrowing pursuant
to Section 2.04(b) hereof, which, if in writing, shall be substantially in the
form of Exhibit G.

      "Swing Line Sublimit" means an amount equal to the lesser of (a)
$10,000,000 and (b) the Aggregate Revolving Commitments. The Swing Line Sublimit
is part of, and not in addition to, the Aggregate Revolving Commitments.

      "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

      "Taxes" has the meaning set forth in Section 3.01(a) hereof.

      "Teachers" means Teachers Insurance and Annuity Association of America.

      "Temporary Cash Investment" means any of the following investments: (a)
investments in open market investment grade commercial paper (rated at least A-1
or P-1), maturing within one hundred eighty (180) days after acquisition
thereof, (b) investments in marketable obligations, maturing within one hundred
eighty (180) days after acquisition thereof, issued or unconditionally
guaranteed by the United States of America or an instrumentality or agency
thereof and entitled to the full faith and credit of the United States of
America, (c) investments in money market funds that invest solely in the types
of investments permitted under clauses (a) and (b) hereof, (d) investments in
repurchase agreements of a domestic office of any of the Lenders which are fully
secured by securities described in clause (b) hereof, (e) short-term investments
in investment grade auction preferred stock, (f) certificates of deposit and
time deposits (including Eurodollar deposits) maturing within one hundred eighty
(180) days from the date of deposit thereof, with a domestic office of any of
the Lenders or any bank which is a national bank organized under the laws of the
United States of America and (i) having capital, surplus and undivided profits
of at least $100,000,000 or (ii) so long as all such deposits are federally
insured, and (g) investments, certificates of deposit and time deposits
(including Eurodollar deposits) of the types described above (but without the
grade classification required above) of or with a Lender.

                                       22



      "Termination Value" means, in respect of any one or more Interest Rate
Protection Agreements, after taking into account the effect of any legally
enforceable netting agreement relating to such Interest Rate Protection
Agreements, (a) for any date on or after the date such Interest Rate Protection
Agreements have been closed out and termination value(s) determined in
accordance therewith, such termination value(s), and (b) for any date prior to
the date referenced in clause (a) the amount(s) determined as the mark-to-market
value(s) for such Interest Rate Protection Agreements, as determined based upon
one or more mid-market or other readily available quotations provided by any
recognized dealer in such Interest Rate Protection Agreements (which may include
any Lender).

      "Treasury Stock Purchase" means any purchase, redemption, retirement,
cancellation, defeasance or other acquisition (including any sinking fund or
similar deposit for such purpose) by the Borrower or any Subsidiary of its
Capital Stock or any warrants, rights or options to acquire such Capital Stock.

      "Type" means with respect to a Revolving Loan, its character as a Base
Rate Loan or a Eurodollar Rate Loan.

      "Unfunded Pension Liability" means the excess of a Pension Plan's benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Pension Plan's assets, determined in accordance with the assumptions used for
funding the Pension Plan pursuant to Section 412 of the Code for the applicable
plan year.

      "Unreimbursed Amount" has the meaning set forth in Section 2.03(c)(i)
hereof.

      "Voting Percentage" means, as to any Lender, (a) at any time when the
Revolving Commitments are in effect, such Lender's Pro Rata Share and (b) at any
time after the termination of the Revolving Commitments, the percentage (carried
out to the ninth decimal place) which (i) the sum of (A) the Outstanding Amount
of such Lender's Revolving Loans, plus (B) such Lender's Pro Rata Share of the
Outstanding Amount of L/C Obligations, plus (C) such Lender's Pro Rata Share of
the Outstanding Amount of Swing Line Loans, then constitutes of (ii) the
Outstanding Amount of all Loans and L/C Obligations; provided, however, that if
any Lender has failed to fund any portion of the Revolving Loans, participations
in L/C Obligations or participations in Swing Line Loans required to be funded
by it hereunder, such Lender's Voting Percentage shall be deemed to be zero, and
the respective Pro Rata Shares and Voting Percentages of the other Lenders shall
be recomputed for purposes of this definition and the definition of "Required
Lenders" without regard to such failing Lender's Revolving Commitment or the
outstanding amount of its Revolving Loans, L/C Advances and funded
participations in Swing Line Loans, as the case may be.

      "Voting Shares" of any Person means any class or classes of Capital Stock
having ordinary voting power for the election of at least a majority of the
members of the Board of Directors (or other governing bodies) of such Person,
other than Capital Stock having such power by reason of the happening of a
contingency.

      "Wells Fargo" means Wells Fargo Bank, National Association.

                                       23



      1.02 OTHER INTERPRETIVE PROVISIONS.

      (a) The meanings of defined terms are equally applicable to the singular
and plural forms of the defined terms.

      (b) (i) The words "herein" and "hereunder" and words of similar import
      when used in any Loan Document shall refer to such Loan Document as a
      whole and not to any particular provision thereof.

            (ii) Unless otherwise specified herein, Article, Section, Exhibit
      and Schedule references are to this Agreement.

            (iii) The term "including" is by way of example and not limitation.

            (iv) The term "documents" includes any and all instruments,
      documents, agreements, certificates, notices, reports, financial
      statements and other writings, however evidenced.

      (c) In the computation of periods of time from a specified date to a later
specified date, the word "from" means "from and including;" the words "to" and
"until" each mean "to but excluding;" and the word "through" means "to and
including."

      (d) Section headings herein and the other Loan Documents are included for
convenience of reference only and shall not affect the interpretation of this
Agreement or any other Loan Document.

      (e) Except as otherwise provided herein, for the calculation of all
covenants and other provisions contained herein, any amounts included in such
calculation which are not Dollars shall be calculated according to its Dollar
Equivalent on the date of such calculation in accordance with GAAP.

      1.03 ACCOUNTING TERMS. All accounting terms not specifically or completely
defined herein shall be construed in conformity with, and all financial data
required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to
time, applied in a manner consistent with that used in preparing the Audited
Financial Statements, except as otherwise specifically prescribed herein.

      1.04 ROUNDING. Any financial ratios required to be maintained by the
Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).

      1.05 REFERENCES TO AGREEMENTS AND LAWS. Unless otherwise expressly
provided herein, (a) references to agreements (including the Loan Documents) and
other contractual instruments shall be deemed to include all subsequent
amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions,
supplements and other modifications are not prohibited by any Loan

                                       24


Document; and (b) references to any Law shall include all statutory and
regulatory provisions consolidating, amending, replacing, supplementing or
interpreting such Law.

                                  ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

      2.01 REVOLVING LOANS. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make revolving loans (each such loan, a
"Revolving Loan") to the Borrower from time to time on any Business Day during
the period from the Closing Date to the Maturity Date, in an aggregate amount
not to exceed at any time outstanding the amount of such Lender's Revolving
Commitment; provided, however, that after giving effect to any Revolving
Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, Swing
Line Loans and L/C Obligations shall not exceed the Aggregate Revolving
Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of
any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all
L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of
all Swing Line Loans shall not exceed such Lender's Revolving Commitment. Within
the limits of each Lender's Revolving Commitment, and subject to the other terms
and conditions hereof, the Borrower may borrow under this Section 2.01, prepay
under Section 2.05 hereof, and reborrow under this Section 2.01. Revolving Loans
may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

      2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF LOANS.

      (a) Each Borrowing, each conversion of Loans from one Type to the other,
and each continuation of Loans as the same Type shall be made upon the
Borrower's irrevocable notice to the Administrative Agent, which may be given by
telephone or electronic mail. Each such notice must be received by the
Administrative Agent not later than 12:00 noon, Dallas, Texas time (i) two
Business Days prior to the requested date of any Borrowing of, conversion to or
continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate
Loans to Base Rate Loans, and (ii) one Business Day prior to the requested date
of any Borrowing of Base Rate Loans. Each such telephonic notice or electronic
mail must be confirmed promptly by delivery to the Administrative Agent of a
written Revolving Loan Notice appropriately completed and signed by a
Responsible Officer of the Borrower. Each Borrowing of, conversion to or
continuation of Eurodollar Rate Loans shall be in a principal amount of
$2,000,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing of
or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a
whole multiple of $100,000 in excess thereof. Each Revolving Loan Notice
(whether telephonic, electronic or written), shall specify (i) whether the
Borrower is requesting a Borrowing, a conversion of Loans from one Type to the
other, or a continuation of Loans as the same Type, (ii) the requested date of
the Borrowing, conversion or continuation, as the case may be (which shall be a
Business Day), (iii) the principal amount of Loans to be borrowed, converted or
continued, (iv) the Type of Loans to be borrowed or to which existing Loans are
to be converted or continued, and (v) if applicable, the duration of the
Interest Period with respect thereto. If the Borrower fails to specify a Type of
Loan in a Revolving Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Revolving Loans
shall be made or continued as, or converted to, Base Rate Loans. Any such
automatic conversion to Base Rate Loans shall be effective as of the last day of
the Interest Period then in effect with respect to the applicable Eurodollar
Rate

                                       25


Loans. If the Borrower requests a Borrowing of, conversion to, or continuation
of Eurodollar Rate Loans in any such Revolving Loan Notice, but fails to specify
an Interest Period, it will be deemed to have specified an Interest Period of
one month.

      (b) Following receipt of a Revolving Loan Notice, the Administrative Agent
shall promptly notify each Lender of its Pro Rata Share of the applicable Loans,
and if no timely notice of a conversion or continuation is provided by the
Borrower, the Administrative Agent shall notify each Lender of the details of
any automatic conversion to Base Rate Loans described in the preceding
subsection. In the case of a Revolving Borrowing, each Lender shall make the
amount of its Loan available to the Administrative Agent in immediately
available funds at the Administrative Agent's Office not later than 2:00 p.m.,
Dallas, Texas time, on the Business Day specified in the applicable Revolving
Loan Notice. Upon satisfaction of the applicable conditions set forth in Section
4.02 hereof (and, if such Borrowing is the initial Credit Extension, Section
4.01 hereof), the Administrative Agent shall make all funds so received
available to the Borrower in like funds as received by the Administrative Agent
either by (i) crediting the account of the Borrower on the books of the
Administrative Agent with the amount of such funds or (ii) wire transfer of such
funds, in each case in accordance with instructions provided to the
Administrative Agent by the Borrower; provided, however, that if, on the date of
the Revolving Borrowing there are Swing Line Loans and/or L/C Borrowings
outstanding, then the proceeds of such Borrowing shall be applied, first, to the
payment in full of any such L/C Borrowings, second, to the payment in full of
any such Swing Line Loans, and third, to the Borrower as provided above.

      (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted only on the last day of the Interest Period for such
Eurodollar Rate Loan. During the existence of a Default or Event of Default, no
Loans may be requested as, converted to or continued as Eurodollar Rate Loans
without the consent of the Required Lenders, and during the existence of an
Event of Default, the Required Lenders may demand that any or all of the then
outstanding Eurodollar Rate Loans be converted immediately to Base Rate Loans.

      (d) The Administrative Agent shall promptly notify the Borrower and the
Lenders of the interest rate applicable to any Eurodollar Rate Loan upon
determination of such interest rate. The determination of the Eurodollar Rate by
the Administrative Agent shall be conclusive in the absence of manifest error.

      (e) After giving effect to all Borrowings, all conversions of Loans from
one Type to the other, and all continuations of Loans as the same Type, there
shall not be more than seven Interest Periods in effect with respect to all
Loans.

      2.03 LETTERS OF CREDIT.

      (a) The Letter of Credit Commitment.

            (i) Subject to the terms and conditions set forth herein, (A) each
      L/C Issuer agrees, in reliance upon the agreements of the other Lenders
      set forth in this Section 2.03, (1) from time to time on any Business Day
      during the period from the Closing Date until the 10th day prior to the
      Maturity Date, to issue Letters of Credit for the account of the

                                       26


      Borrower or its Domestic Subsidiaries, and to amend or renew Letters of
      Credit previously issued by it, in accordance with subsection (b) below,
      and (2) to honor drafts under the Letters of Credit; and (B) the Lenders
      severally agree to participate in Letters of Credit issued (or deemed
      issued in respect of Existing Letters of Credit) for the account of the
      Borrower; provided that no L/C Issuer shall be obligated to make any L/C
      Credit Extension with respect to any Letter of Credit, and no Lender shall
      be obligated to participate in, any Letter of Credit if as of the date of
      such L/C Credit Extension, (x) the Outstanding Amount of all L/C
      Obligations, Swing Line Loans and all Revolving Loans would exceed the
      Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of
      the Revolving Loans of any Lender, plus such Lender's Pro Rata Share of
      the Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata
      Share of the Outstanding Amount of all Swing Line Loans would exceed such
      Lender's Revolving Commitment, or (z) the Outstanding Amount of the L/C
      Obligations would exceed the Letter of Credit Sublimit. Within the
      foregoing limits, and subject to the terms and conditions hereof, the
      Borrower's ability to obtain Letters of Credit shall be fully revolving,
      and accordingly the Borrower may, during the foregoing period, obtain
      Letters of Credit to replace Letters of Credit that have expired or that
      have been drawn upon and reimbursed. All Existing Letters of Credit shall
      be deemed to have been issued pursuant hereto, and from and after the
      Closing Date shall be subject to and governed by the terms and conditions
      hereof.

            (ii) No L/C Issuer shall be under any obligation to issue any Letter
      of Credit if:

                  (A) any order, judgment or decree of any Governmental
            Authority or arbitrator shall by its terms purport to enjoin or
            restrain such L/C Issuer from issuing such Letter of Credit, or any
            Law applicable to such L/C Issuer or any request or directive
            (whether or not having the force of law) from any Governmental
            Authority with jurisdiction over such L/C Issuer shall prohibit, or
            request that such L/C Issuer refrain from, the issuance of letters
            of credit generally or such Letter of Credit in particular or shall
            impose upon such L/C Issuer with respect to such Letter of Credit
            any restriction, reserve or capital requirement (for which such L/C
            Issuer is not otherwise compensated hereunder) not in effect on the
            Closing Date, or shall impose upon such L/C Issuer any unreimbursed
            loss, cost or expense which was not applicable on the Closing Date
            and which such L/C Issuer in good faith deems material to it;

                  (B) subject to Section 2.03(b)(iii) hereof, the expiry date of
            such requested Letter of Credit would occur after the Letter of
            Credit Expiration Date, unless all the Lenders have approved such
            expiry date; or

                  (C) such Letter of Credit is to be denominated in a currency
            other than Dollars.

            (iii) No L/C Issuer shall be under any obligation to amend any
      Letter of

                                       27


      Credit if (A) such L/C Issuer would have no obligation at such time to
      issue such Letter of Credit in its amended form under the terms hereof, or
      (B) the beneficiary of such Letter of Credit does not accept the proposed
      amendment to such Letter of Credit.

      (b) Procedures for Issuance and Amendment of Letters of Credit; Evergreen
Letters of Credit.

            (i) Each Letter of Credit shall be issued or amended, as the case
      may be, upon the request of the Borrower delivered to the L/C Issuer of
      such Letter of Credit (with a copy to the Administrative Agent) in the
      form of a Letter of Credit Application, appropriately completed and signed
      by a Responsible Officer of the Borrower. Such L/C Application must be
      received by each such L/C Issuer and the Administrative Agent not later
      than 12:00 noon, Dallas, Texas time, at least three Business Days (or such
      later date and time as such L/C Issuer may agree in a particular instance
      in its sole discretion) prior to the proposed issuance date or date of
      amendment, as the case may be. In the case of a request for an initial
      issuance of a Letter of Credit, such Letter of Credit Application shall
      specify in form and detail satisfactory to such L/C Issuer: (A) the
      proposed issuance date of the requested Letter of Credit (which shall be a
      Business Day); (B) the amount thereof; (C) the expiry date thereof; (D)
      the name and address of the beneficiary thereof; (E) the documents to be
      presented by such beneficiary in case of any drawing thereunder; (F) the
      full text of any certificate to be presented by such beneficiary in case
      of any drawing thereunder; and (G) such other matters as such L/C Issuer
      may require. In the case of a request for an amendment of any outstanding
      Letter of Credit, such Letter of Credit Application shall specify in form
      and detail satisfactory to such L/C Issuer (A) the Letter of Credit to be
      amended; (B) the proposed date of amendment thereof (which shall be a
      Business Day); (C) the nature of the proposed amendment; and (D) such
      other matters as such L/C Issuer may require.

            (ii) Promptly after receipt of any Letter of Credit Application,
      each such L/C Issuer receiving such Letter of Credit Application will
      confirm with the Administrative Agent (by telephone or in writing) that
      the Administrative Agent has received a copy of such Letter of Credit
      Application from the Borrower and, if not, such L/C Issuer will provide
      the Administrative Agent with a copy thereof. Upon receipt by such L/C
      Issuer of confirmation from the Administrative Agent that the requested
      issuance or amendment is permitted in accordance with the terms hereof,
      then, subject to the terms and conditions hereof, such L/C Issuer shall,
      on the requested date, issue a Letter of Credit for the account of the
      Borrower or one of its Subsidiaries or enter into the applicable
      amendment, as the case may be, in each case in accordance with such L/C
      Issuer's usual and customary business practices. Immediately upon the
      issuance of each Letter of Credit, each Lender shall be deemed to, and
      hereby irrevocably and unconditionally agrees to, purchase from the L/C
      Issuer of such Letter of Credit a participation in such Letter of Credit
      in an amount equal to the product of such Lender's Pro Rata Share times
      the amount of such Letter of Credit.

            (iii) If the Borrower so requests in any applicable Letter of Credit
      Application, any L/C Issuer may, in it sole and absolute discretion, agree
      to issue a Letter of Credit that has automatic renewal provisions (each,
      an "Evergreen Letter of Credit"); provided that any such Evergreen Letter
      of Credit must permit such L/C Issuer to prevent any such

                                       28


      renewal at least once in each twelve-month period (commencing with the
      date of issuance of such Letter of Credit) by giving prior notice to the
      beneficiary thereof not later than a day (the "Non-renewal Notice Date")
      in each such twelve-month period to be agreed upon at the time such Letter
      of Credit is issued, such date to be at least forty-five (45) days prior
      to the Letter of Credit Expiration Date of said Letter of Credit. Unless
      otherwise directed by such L/C Issuer, the Borrower shall not be required
      to make a specific request to such L/C Issuer for any such renewal. Once
      an Evergreen Letter of Credit has been issued, the Lenders shall be deemed
      to have authorized (but may not require) such L/C Issuer to permit the
      renewal of such Letter of Credit at any time to a date not later than the
      Letter of Credit Expiration Date; provided, however, that such L/C Issuer
      shall not permit any such renewal if (A) such L/C Issuer would have no
      obligation at such time to issue such Letter of Credit in its renewed form
      under the terms hereof, or (B) it has received notice (which may be by
      telephone, electronic mail or in writing) on or before the Business Day
      immediately preceding the Non-renewal Notice Date from the Administrative
      Agent, any Lender or the Borrower that one or more of the applicable
      conditions specified in Section 4.02 hereof is not then satisfied.

            (iv) Promptly after its delivery of any Letter of Credit or any
      amendment to a Letter of Credit to an advising bank with respect thereto
      or to the beneficiary thereof, the L/C Issuer of such Letter of Credit
      will also deliver to the Borrower and the Administrative Agent a true and
      complete copy of such Letter of Credit or amendment.

      (c) Drawings and Reimbursements; Funding of Participations.

            (i) Upon any drawing under any Letter of Credit, the L/C Issuer of
      such Letter of Credit shall notify the Borrower and the Administrative
      Agent thereof. Promptly after any payment by a L/C Issuer under a Letter
      of Credit (each such date, an "Honor Date"), the Borrower shall reimburse
      such L/C Issuer through the Administrative Agent in an amount equal to the
      amount of such drawing. Notice of a drawing shall be deemed to be a notice
      of the Honor Date. If the Borrower fails to so reimburse such L/C Issuer
      by 10:00 a.m., Dallas, Texas time, on the first Business Day after the
      Honor Date, the Administrative Agent (provided it has been notified of
      such a failure by the L/C Issuer) shall promptly notify each Lender of the
      Honor Date, the amount of the unreimbursed drawing (the "Unreimbursed
      Amount"), and such Lender's Pro Rata Share thereof. In such event, the
      Borrower shall be deemed to have requested a Revolving Borrowing of Base
      Rate Loans to have been disbursed on the Honor Date in an amount equal to
      the Unreimbursed Amount, without regard to the minimum and multiples
      specified in Section 2.02 hereof for the principal amount of Base Rate
      Loans, but subject to the amount of the unutilized portion of the
      Aggregate Revolving Commitments. Any notice given by a L/C Issuer or the
      Administrative Agent pursuant to this Section 2.03(c)(i) may be given by
      telephone if immediately confirmed in writing; provided that the lack of
      such an immediate confirmation shall not affect the conclusiveness or
      binding effect of such notice.

            (ii) Each Lender (including any Lender acting as a L/C Issuer) shall
      upon any notice pursuant to Section 2.03(c)(i) hereof make funds available
      to the Administrative Agent for the account of the L/C Issuer issuing such
      Letter of Credit at the

                                       29


      Administrative Agent's Office in an amount equal to its Pro Rata Share of
      the Unreimbursed Amount not later than 12:00 noon, Dallas, Texas time, on
      the Business Day specified in such notice by the Administrative Agent,
      whereupon, subject to the provisions of Section 2.03(c)(iii) hereof, each
      Lender that so makes funds available shall be deemed to have made a Base
      Rate Loan to the Borrower in such amount. The Administrative Agent shall
      remit the funds so received to such L/C Issuer.

            (iii) With respect to any Unreimbursed Amount that is not fully
      refinanced by a Revolving Borrowing of Base Rate Loans because the
      conditions set forth in Section 4.02 hereof cannot be satisfied or for any
      other reason, the Borrower shall be deemed to have incurred from the L/C
      Issuer issuing such Letter of Credit an L/C Borrowing in the amount of the
      Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall
      be due and payable on demand (together with interest) and shall bear
      interest at the Default Rate. In such event, each Lender's payment to the
      Administrative Agent for the account of such L/C Issuer pursuant to
      Section 2.03(c)(ii) hereof shall be deemed payment in respect of its
      participation in such L/C Borrowing and shall constitute an L/C Advance
      from such Lender in satisfaction of its participation obligation under
      this Section 2.03.

            (iv) Until each Lender funds its Revolving Loan or L/C Advance
      pursuant to this Section 2.03(c) to reimburse a L/C Issuer for any amount
      drawn under any Letter of Credit issued by such L/C Issuer, interest in
      respect of such Lender's Pro Rata Share of such amount shall be solely for
      the account of such L/C Issuer.

            (v) Each Lender's obligation to make Revolving Loans or L/C Advances
      to reimburse each L/C Issuer for amounts drawn under Letters of Credit
      issued by such L/C Issuer, as contemplated by this Section 2.03(c), shall
      be absolute and unconditional and shall not be affected by any
      circumstance, including (A) any set-off, counterclaim, recoupment, defense
      or other right which such Lender may have against any L/C Issuer, the
      Borrower or any other Person for any reason whatsoever; (B) the occurrence
      or continuance of a Default or Event of Default, or (C) any other
      occurrence, event or condition, whether or not similar to any of the
      foregoing. Any such reimbursement shall not relieve or otherwise impair
      the obligation of the Borrower to reimburse each L/C Issuer for the amount
      of any payment made by such L/C Issuer under any Letter of Credit issued
      by such L/C Issuer, together with interest as provided herein.

            (vi) If any Lender fails to make available to the Administrative
      Agent for the account of any L/C Issuer any amount required to be paid by
      such Lender pursuant to the foregoing provisions of this Section 2.03(c)
      by the time specified in Section 2.03(c)(ii) hereof, such L/C Issuer shall
      be entitled to recover from such Lender (acting through the Administrative
      Agent), on demand, such amount with interest thereon for the period from
      the date such payment is required to the date on which such payment is
      immediately available to such L/C Issuer at a rate per annum equal to the
      Federal Funds Rate from time to time in effect. A certificate of any L/C
      Issuer submitted to any Lender (through the Administrative Agent) with
      respect to any amounts owing to such L/C Issuer under this clause (vi)
      shall be conclusive absent manifest error.

                                       30


      (d) Repayment of Participations.

            (i) At any time after any L/C Issuer has made a payment under any
      Letter of Credit and has received from any Lender such Lender's L/C
      Advance in respect of such payment in accordance with Section 2.03(c)
      hereof, if the Administrative Agent receives for the account of such L/C
      Issuer any payment related to such Letter of Credit (whether directly from
      the Borrower or otherwise, including proceeds of Cash Collateral applied
      thereto by the Administrative Agent), or any payment of interest thereon,
      the Administrative Agent will distribute to such Lender its Pro Rata Share
      thereof in the same funds as those received by the Administrative Agent.

            (ii) If any payment received by the Administrative Agent for the
      account of any L/C Issuer pursuant to Section 2.03(c)(i) hereof is
      required to be returned, each Lender shall pay to the Administrative Agent
      for the account of such L/C Issuer its Pro Rata Share thereof on demand of
      the Administrative Agent, plus interest thereon from the date of such
      demand to the date such amount is returned by such Lender, at a rate per
      annum equal to the Federal Funds Rate from time to time in effect.

      (e) Obligations Absolute. The obligation of the Borrower to reimburse each
L/C Issuer for each drawing under each Letter of Credit issued by such L/C
Issuer, and to repay each L/C Borrowing and each drawing under a Letter of
Credit issued by such L/C Issuer that is refinanced by a Borrowing of Revolving
Loans, shall be absolute, unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement under all circumstances,
including the following:

            (i) any lack of validity or enforceability of such Letter of Credit,
      this Agreement, or any other agreement or instrument relating thereto;

            (ii) the existence of any claim, counterclaim, set-off, defense or
      other right that the Borrower or any other Loan Party may have at any time
      against any beneficiary or any transferee of such Letter of Credit (or any
      Person for whom any such beneficiary or any such transferee may be
      acting), such L/C Issuer or any other Person, whether in connection with
      this Agreement, the transactions contemplated hereby or by such Letter of
      Credit or any agreement or instrument relating thereto, or any unrelated
      transaction;

            (iii) any draft, demand, certificate or other document presented
      under such Letter of Credit proving to be forged, fraudulent, invalid or
      insufficient in any respect or any statement therein being untrue or
      inaccurate in any respect; or any loss or delay in the transmission or
      otherwise of any document required in order to make a drawing under such
      Letter of Credit;

            (iv) any payment by such L/C Issuer under such Letter of Credit
      against presentation of a draft or certificate that does not strictly
      comply with the terms of such Letter of Credit; or any payment made by
      such L/C Issuer under such Letter of Credit to any Person purporting to be
      a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
      creditors, liquidator, receiver or other representative of or successor to
      any

                                       31


      beneficiary or any transferee of such Letter of Credit, including any
      arising in connection with any proceeding under any Debtor Relief Law; or

            (v) any other circumstance or happening whatsoever, whether or not
      similar to any of the foregoing, including, without limitation, any other
      circumstance that might otherwise constitute a defense available to, or a
      discharge of, the Borrower or any other Loan Party, other than the L/C
      Issuer's gross negligence, bad faith or willful misconduct.

The Borrower shall promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer of such Letter of Credit. The
Borrower shall be conclusively deemed to have waived any such claim against any
L/C Issuer and its correspondents unless such notice is given as aforesaid.

      (f) Role of a L/C Issuer. Each Lender and the Borrower agree that, in
paying any drawing under a Letter of Credit, the L/C Issuer issuing such Letter
of Credit shall not have any responsibility to obtain any document (other than
any sight draft, certificates and documents expressly required by such Letter of
Credit) or to ascertain or inquire as to the validity or accuracy of any such
document or the authority of the Person executing or delivering any such
document. No Agent-Related Person nor any of the respective correspondents,
participants or assignees of any L/C Issuer shall be liable to any Lender for
(i) any action taken or omitted in connection herewith at the request or with
the approval of the Lenders or the Required Lenders, as applicable; (ii) any
action taken or omitted in the absence of gross negligence, bad faith or willful
misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Letter of Credit Application. The Borrower hereby assumes all risks of the acts
or omissions of any beneficiary or transferee with respect to its use of any
Letter of Credit; provided, however, that this assumption is not intended to,
and shall not, preclude the Borrower's pursuing such rights and remedies as it
may have against the beneficiary or transferee at law or under any other
agreement. No Agent-Related Person, nor any of the respective correspondents,
participants or assignees of any L/C Issuer, shall be liable or responsible for
any of the matters described in clauses (i) through (v) of Section 2.03(e)
hereof; provided, however, that anything in such clauses to the contrary
notwithstanding, the Borrower may have a claim against a L/C Issuer, and a L/C
Issuer may be liable to the Borrower, to the extent, but only to the extent, of
any direct, as opposed to consequential or exemplary, damages suffered by the
Borrower which the Borrower proves were caused by such L/C Issuer's willful
misconduct, bad faith or gross negligence or such L/C Issuer's willful failure
to pay under any Letter of Credit issued by such L/C Issuer after the
presentation to it by the beneficiary of a sight draft and certificate(s) and
documents strictly complying with the terms and conditions of a Letter of
Credit. In furtherance and not in limitation of the foregoing, any L/C Issuer
may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and any L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit issued by such L/C Issuer or
the rights or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason, except in the case
of gross negligence, bad faith, or willful misconduct on the part of such L/C
Issuer.

                                       32


      (g) Cash Collateral. Upon the occurrence of an Event of Default and demand
by the Administrative Agent pursuant to Section 8.02(c) hereof (except in the
case of an Event of Default specified in Section 8.01(g) or (h) hereof, without
demand or taking of any other action by the Administrative Agent or a Lender)
the Borrower shall immediately Cash Collateralize the then Outstanding Amount of
all L/C Obligations (in an amount equal to such Outstanding Amount).

      (h) Applicability of ISP98 and UCP. Unless otherwise expressly agreed by a
L/C Issuer and the Borrower when a Letter of Credit is issued (including any
such agreement applicable to an Existing Letter of Credit), (i) the rules of the
"International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as may be in
effect at the time of issuance) shall apply to each Standby Letter of Credit,
and (ii) the rules of the Uniform Customs and Practice for Documentary Credits,
as most recently published by the International Chamber of Commerce (the "ICC")
at the time of issuance (including the ICC decision published by the Commission
on Banking Technique and Practice on April 6, 1998 regarding the European single
currency (euro)) shall apply to each Commercial Letter of Credit.

      (i) Standby Letter of Credit Fees. The Borrower shall pay to the
Administrative Agent for the account of each Lender in accordance with its Pro
Rata Share a Letter of Credit fee for each Standby Letter of Credit on the
actual daily maximum amount available to be drawn under each Standby Letter of
Credit at a per annum percentage equal to the Applicable Rate for Eurodollar
Rate Loans as in effect from time to time. Such fee for each Standby Letter of
Credit shall be due and payable on each Quarterly Date, commencing with the
first Quarterly Date to occur after the issuance of such Standby Letter of
Credit, and ending on the Letter of Credit Expiration Date. If there is any
change in the Applicable Rate during any quarter, the actual daily amount of
each Letter of Credit shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in
effect. In addition, the Borrower shall pay directly to each L/C Issuer for its
own account the customary fronting, issuance, presentation, amendment and other
processing fees, and other standard costs and charges, of such L/C Issuer
relating to standby letters of credit issued by it as from time to time in
effect. Such fees and charges are due and payable on demand and are
nonrefundable.

      (j) Commercial Letter of Credit Fees. The Borrower shall pay directly to
the Administrative Agent for the account of each Lender in accordance with its
Pro Rata Share a Letter of Credit fee for each Commercial Letter of Credit,
equal to 1/5 of 1% per annum of the amount of such Commercial Letter of Credit
(but in no event less than $150), due and payable on the issuance thereof. In
addition, the Borrower shall pay directly to each L/C Issuer for its own account
the customary fronting, presentation, amendment and other processing fees, and
other standard costs and charges, of such L/C Issuer relating to commercial
letters of credit issued by it as from time to time in effect. Such fees and
charges are due and payable on demand and are nonrefundable.

      (k) Conflict with Letter of Credit Application. In the event of any
conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.

                                       33


      2.04 SWING LINE LOANS.

      (a) The Swing Line. Subject to the terms and conditions set forth herein,
the Swing Line Lender agrees to make loans (each such loan, a "Swing Line Loan")
to the Borrower from time to time on any Business Day during the period from the
Closing Date to the Maturity Date in an aggregate amount not to exceed at any
time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact
that such Swing Line Loans, when aggregated with the Outstanding Amount of
Revolving Loans of the Swing Line Lender in its capacity as a Lender of
Revolving Loans, may exceed the amount of such Lender's Revolving Commitment;
provided, however, that after giving effect to any Swing Line Loan, (i) the
aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C
Obligations shall not exceed the Aggregate Revolving Commitments and, (ii) the
aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such
Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus
such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans
shall not exceed such Lender's Revolving Commitment, and provided, that the
Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding
Swing Line Loan. Within the foregoing limits, and subject to the other terms and
conditions hereof, the Borrower may borrow under this Section 2.04, prepay under
Section 2.05 hereof, and reborrow under this Section 2.04. Each Swing Line Loan
shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan,
each Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Swing Line Lender a risk participation in such
Swing Line Loan in an amount equal to the product of such Lender's Pro Rata
Share times the amount of such Swing Line Loan.

      (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the
Borrower's irrevocable notice to the Swing Line Lender and the Administrative
Agent, which may be given by telephone or electronic mail. Each such notice must
be received by the Swing Line Lender and the Administrative Agent not later than
2:00 p.m., Dallas, Texas time, on the requested borrowing date, and shall
specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and
(ii) the requested borrowing date, which shall be a Business Day. Each such
telephonic or electronic notice must be confirmed promptly by delivery to the
Swing Line Lender and the Administrative Agent of a written Swing Line Loan
Notice, appropriately completed and signed by a Responsible Officer of the
Borrower. Promptly after receipt by the Swing Line Lender of any telephonic or
electronically mailed Swing Line Loan Notice, the Swing Line Lender will confirm
with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has also received such Swing Line Loan Notice and, if not,
the Swing Line Lender will notify the Administrative Agent (by telephone or in
writing) of the contents thereof. Unless the Swing Line Lender has received
notice (by telephone or in writing) from the Administrative Agent (including at
the request of any Lender) prior to 3:00 p.m., Dallas, Texas time, on the date
of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to
make such Swing Line Loan as a result of the limitations set forth in the first
proviso to the first sentence of Section 2.04(a) hereof, or (B) that one or more
of the applicable conditions specified in Article IV is not then satisfied,
then, subject to the terms and conditions hereof, the Swing Line Lender will,
not later than 4:00 p.m., Dallas, Texas time, on the borrowing date specified in
such Swing Line Loan Notice, make the amount of its Swing Line Loan available to
the Borrower at its office by crediting the account of the Borrower on the books
of the Swing Line Lender in immediately available funds; provided, however, that
this Section 2.04(b) shall

                                       34


not apply if Swing Line Borrowings are made automatically pursuant to a credit
sweep in accordance with Swing Line Lender's treasury management system, if
available.

      (c) Refinancing of Swing Line Loans.

            (i) The Swing Line Lender at any time in its sole and absolute
      discretion may request, on behalf of the Borrower (which hereby
      irrevocably requests the Swing Line Lender to act on its behalf in
      connection with Swing Line Loans), that each Lender make a Base Rate Loan
      in an amount equal to such Lender's Pro Rata Share of the amount of Swing
      Line Loans then outstanding. Such request shall be made in accordance with
      the requirements of Section 2.02 hereof, without regard to the minimum and
      multiples specified therein for the principal amount of Base Rate Loans,
      but subject to the unutilized portion of the Aggregate Revolving
      Commitments and the conditions set forth in Section 4.02 hereof. The Swing
      Line Lender shall furnish the Borrower with a copy of the applicable Loan
      notice promptly after delivering such notice to the Administrative Agent.
      Each Lender shall make an amount equal to its Pro Rata Share of the amount
      specified in such Loan notice available to the Administrative Agent in
      immediately available funds for the account of the Swing Line Lender at
      the Administrative Agent's Office not later than 12:00 noon, Dallas, Texas
      time, on the day specified in such Loan notice, whereupon, subject to
      Section 2.04(c)(ii) hereof, each Lender that so makes funds available
      shall be deemed to have made a Base Rate Loan to the Borrower in such
      amount. The Administrative Agent shall remit the funds so received to the
      Swing Line Lender.

            (ii) If for any reason any Revolving Borrowing cannot be requested
      in accordance with Section 2.04(c)(i) hereof or any Swing Line Loan cannot
      be refinanced by such a Revolving Borrowing, the Revolving Loan Notice
      submitted by the Swing Line Lender shall be deemed to be a request by the
      Swing Line Lender that each of the Lenders fund its participation in the
      relevant Swing Line Loan and each Lender's payment to the Administrative
      Agent for the account of the Swing Line Lender pursuant to Section
      2.04(c)(i) hereof shall be deemed payment in respect of such
      participation.

            (iii) If any Lender fails to make available to the Administrative
      Agent for the account of the Swing Line Lender any amount required to be
      paid by such Lender pursuant to the foregoing provisions of this Section
      2.04(c) by the time specified in Section 2.04(c)(i) hereof, the Swing Line
      Lender shall be entitled to recover from such Lender (acting through the
      Administrative Agent), on demand, such amount with interest thereon for
      the period from the date such payment is required to the date on which
      such payment is immediately available to the Swing Line Lender at a rate
      per annum equal to the Federal Funds Rate from time to time in effect. A
      certificate of the Swing Line Lender submitted to any Lender (through the
      Administrative Agent) with respect to any amounts owing under this clause
      (iii) shall be conclusive absent manifest error.

            (iv) Each Lender's obligation to make Revolving Loans or to purchase
      and fund participations in Swing Line Loans pursuant to this Section
      2.04(c) shall be absolute and unconditional and shall not be affected by
      any circumstance, including (A) any set-off, counterclaim, recoupment,
      defense or other right which such Lender may have

                                       35


      against the Swing Line Lender, the Borrower or any other Person for any
      reason whatsoever, (B) the occurrence or continuance of a Default or Event
      of Default, or (C) any other occurrence, event or condition, whether or
      not similar to any of the foregoing. Any such purchase of participations
      shall not relieve or otherwise impair the obligation of the Borrower to
      repay Swing Line Loans, together with interest as provided herein.

      (d) Repayment of Participations.

            (i) At any time after any Lender has purchased and funded a
      participation in a Swing Line Loan, if the Swing Line Lender receives any
      payment on account of such Swing Line Loan, the Swing Line Lender will
      distribute to such Lender its Pro Rata Share of such payment
      (appropriately adjusted, in the case of interest payments, to reflect the
      period of time during which such Lender's participation was outstanding
      and funded) in the same funds as those received by the Swing Line Lender.

            (ii) If any payment received by the Swing Line Lender in respect of
      principal or interest on any Swing Line Loan is required to be returned by
      the Swing Line Lender, each Lender shall pay to the Swing Line Lender its
      Pro Rata Share thereof on demand of the Administrative Agent, plus
      interest thereon from the date of such demand to the date such amount is
      returned, at a rate per annum equal to the Federal Funds Rate. The
      Administrative Agent will make such demand upon the request of the Swing
      Line Lender.

      (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall
be responsible for invoicing the Borrower for interest on the Swing Line Loans.
Until each Lender funds its Base Rate Loan or participation pursuant to this
Section 2.04 to refinance such Lender's Pro Rata Share of any Swing Line Loan,
interest in respect of such Pro Rata Share shall be solely for the account of
the Swing Line Lender.

      (f) Payments Directly to Swing Line Lender. The Borrower shall make all
payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender.

      2.05 PREPAYMENTS.

      (a) The Borrower may, upon notice to the Administrative Agent, at any time
or from time to time voluntarily prepay Revolving Loans in whole or in part
without premium or penalty; provided that (i) such notice must be received by
the Administrative Agent not later than 12:00 noon, Dallas, Texas time, (A) two
Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B)
one Business Day prior to the date of prepayment of Base Rate Loans; (ii) any
prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000
or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of
Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple
of $100,000 in excess thereof. Each such notice shall specify the date and
amount of such prepayment and the Type(s) of Loans to be prepaid. The
Administrative Agent will promptly notify each Lender of its receipt of each
such notice, and of such Lender's Pro Rata Share of such prepayment. If such
notice is given by the Borrower, the Borrower shall make such prepayment and the
payment

                                       36


amount specified in such notice shall be due and payable on the date specified
therein. Any voluntary or mandatory prepayment of a Eurodollar Rate Loan shall
be accompanied by all accrued interest thereon, together with any additional
amounts required pursuant to Section 3.05 hereof. Each such prepayment shall be
applied to the Revolving Loans of the Lenders in accordance with their
respective Pro Rata Shares. Any mandatory prepayment required pursuant to
Section 2.05(c) or (d) hereof shall not be subject to any notice or minimum
payment provisions of this Section 2.05(a).

      (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to
the Administrative Agent), at any time or from time to time, voluntarily prepay
Swing Line Loans in whole or in part without premium or penalty; provided that
(i) such notice must be received by the Swing Line Lender and the Administrative
Agent not later than 2:00 p.m., Dallas, Texas time, on the date of the
prepayment, and (ii) any such prepayment shall be in a minimum principal amount
of $100,000. Each such notice shall specify the date and amount of such
prepayment. If such notice is given by the Borrower, the Borrower shall make
such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein.

      (c) If for any reason the Outstanding Amount of all Revolving Loans, Swing
Line Loans and L/C Obligations at any time exceeds the Aggregate Revolving
Commitments then in effect, the Borrower shall immediately prepay Revolving
Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an
aggregate amount equal to such excess.

      (d) Within 10 Business Days of the receipt of Net Proceeds from the
Disposition by the Borrower or any of its Subsidiaries of any Assets other than
any Dispositions permitted under clauses (a) through (e) of Section 7.05 hereof,
and clause (f) of Section 7.05 hereof to the extent that a prepayment under this
Section 2.05(d) is not required, the Borrower shall prepay Revolving Loans in an
aggregate principal amount equal to 50% of such Net Proceeds. Each such
mandatory prepayment shall be made and applied as provided in Section 2.06(c)
hereof.

      2.06 REDUCTION OR TERMINATION OF REVOLVING COMMITMENTS.

      (a) The Borrower may, upon notice to the Administrative Agent, terminate
the Aggregate Revolving Commitments, or permanently reduce the Aggregate
Revolving Commitments to an amount not less than the then Outstanding Amount of
all Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any
such notice shall be received by the Administrative Agent not later than 11:00
a.m., five Business Days prior to the date of termination or reduction, (ii) any
such partial reduction shall be in an aggregate amount of $5,000,000 or any
whole multiple of $1,000,000 in excess thereof, and (iii) if, after giving
effect to any reduction of the Aggregate Revolving Commitments, the Letter of
Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate
Revolving Commitments, such Sublimit shall be automatically reduced by the
amount of such excess. The Administrative Agent shall promptly notify the
Lenders of any such notice of reduction or termination of the Aggregate
Revolving Commitments.

                                       37


      (b) The Aggregate Revolving Commitments shall also be permanently reduced
by the amount of Revolving Loans required to be prepaid (whether or not any
Revolving Loans are then outstanding) pursuant to Section 2.05(d) hereof.

      (c) Any reduction of the Aggregate Revolving Commitments shall be applied
to the Revolving Commitment of each Lender according to its Pro Rata Share. All
fees accrued until the effective date of any termination of the Aggregate
Revolving Commitments shall be paid on the effective date of such termination.
Once reduced in accordance with this Section, the Aggregate Revolving
Commitments may not be increased except pursuant to Section 2.14.

      2.07 REPAYMENT OF LOANS.

      (a) The Borrower shall repay to the Lenders on the Maturity Date the
aggregate principal amount of Revolving Loans outstanding on such date.

      (b) The Borrower shall repay each Swing Line Loan on the earlier to occur
of (i) the date ten days after such Swing Line Loan is made and (ii) the
Maturity Date.

      2.08 INTEREST.

      (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar
Rate Loan shall bear interest on the outstanding principal amount thereof for
each Interest Period at a rate per annum equal to the lesser of (y) the Highest
Lawful Rate or (z) the Eurodollar Rate for such Interest Period plus the
Applicable Rate for Eurodollar Rate Loans; and (ii) each Base Rate Loan
(including each Swing Line Loan) shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum
equal to the lesser of (y) the Highest Lawful Rate or (z) the Base Rate plus the
Applicable Rate for Base Rate Loans.

      (b) Upon the request of the Required Lenders, while any Event of Default
exists or after acceleration, the Borrower shall pay interest on the principal
amount of all outstanding Obligations at a fluctuating interest rate per annum
at all times equal to the lesser of (y) the Highest Lawful Rate or (z) the
Default Rate, to the fullest extent permitted by Applicable Law. Accrued and
unpaid interest on past due amounts (including interest on past due interest)
shall be due and payable upon demand.

      (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

      2.09 FEES. In addition to certain fees described in subsections (i) and
(j) of Section 2.03:

      (a) Commitment Fee. The Borrower shall pay to the Administrative Agent for
the account of each Lender in accordance with its Pro Rata Share, a per annum
Commitment Fee (herein so called) equal to the Applicable Rate for Commitment
Fees times the actual daily amount by which the Aggregate Revolving Commitments
exceed the sum of (i) the Outstanding

                                       38


Amount of Revolving Loans, (ii) the Outstanding Amount of Swing Line Loans and
(iii) the Outstanding Amount of L/C Obligations. The Commitment Fee shall accrue
at all times from the Closing Date until the Maturity Date and shall be due and
payable quarterly in arrears on each Quarterly Date, commencing with the first
Quarterly Date to occur after the Closing Date, and on the Maturity Date. The
Commitment Fee shall be calculated quarterly in arrears and shall accrue at all
times, including at any time during which one or more of the conditions in
Article IV is not met.

      (b) Agent Fee Letter. The Borrower shall pay to (i) the Administrative
Agent for the Administrative Agent's own account, the fees in the amounts and at
the times specified in the letter agreement, dated December 23, 2004 between the
Borrower and Wells Fargo, (ii) JPMorgan Chase Bank, N.A., for its own account,
the fees in the amounts and at the times specified in the letter agreement,
dated December 23, 2004, between the Borrower and JPMorgan Chase Bank, N.A.
(collectively, the "Agent Fee Letters"). Such fees shall be fully earned when
paid and shall be nonrefundable for any reason whatsoever.

      2.10 COMPUTATION OF INTEREST AND FEES. Subject to Section 10.10 hereof,
computation of interest on Eurodollar Rate Loans shall be calculated on the
basis of a year of 360 days and the actual number of days elapsed. Computation
of all other types of interest and all fees shall be calculated on the basis of
a year of 365 or 366 days, as the case may be, and the actual number of days
elapsed. Interest shall accrue on each Loan for the day on which the Loan is
made, and shall not accrue on a Loan, or any portion thereof, for the day on
which the Loan or such portion is paid, provided that any Loan that is repaid on
the same day on which it is made shall bear interest for one day.

      2.11 EVIDENCE OF DEBT.

      (a) The Credit Extensions made by each Lender shall be evidenced by one or
more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the Borrower
and the interest and payments thereon. Any failure so to record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the
Borrower hereunder to pay any amount owing with respect to the Loans and L/C
Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of such Lender shall
control. Upon the request of any Lender made through the Administrative Agent,
such Lender's Loans may be evidenced by a Revolving Loan Note and/or a Swing
Line Note, as applicable, in addition to such accounts or records. Each Lender
may attach schedules to its Note(s) and endorse thereon the date, Type (if
applicable), amount and maturity of the applicable Loans and payments with
respect thereto.

      (b) In addition to the accounts and records referred to in subsection (a),
each Lender and the Administrative Agent shall maintain in accordance with its
usual practice accounts or records evidencing the purchases and sales by such
Lender of participations in Letters of Credit and Swing Line Loans. In the event
of any conflict between the accounts and records maintained

                                       39


by the Administrative Agent and the accounts and records of any Lender in
respect of such matters, the accounts and records of the Administrative Agent
shall control.

      2.12 PAYMENTS GENERALLY.

      (a) All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the Administrative Agent's
Office in Dollars and in immediately available funds not later than 2:00 p.m.,
Dallas, Texas time, on the date specified herein. The Administrative Agent will
promptly, and in any event within the same business day, distribute to each
Lender its Pro Rata Share (or other applicable share as provided herein) of such
payment in like funds as received by wire transfer to such Lender's Lending
Office. All payments received by the Administrative Agent after 2:00 p.m.,
Dallas, Texas time, shall be deemed received on the next succeeding Business Day
and any applicable interest or fee shall continue to accrue. The Borrower
authorizes the Administrative Agent to charge the account of the Borrower
maintained with Wells Fargo (as of the Closing Date, such account is number
#4761053503) for each payment of principal, interest and fees as it becomes due
hereunder.

      (b) Subject to the definition of "Interest Period," if any payment to be
made by the Borrower shall come due on a day other than a Business Day, payment
shall be made on the next following Business Day, and such extension of time
shall be reflected in computing interest or fees, as the case may be.

      (c) If, at any time after an Event of Default (but prior to (A) the
exercise of remedies provided for in Section 8.02 or (B) the Loans becoming
automatically due and payable and the L/C Obligations becoming automatically
required to be cash collateralized as set forth in the proviso to Section 8.02),
insufficient funds under this Agreement are received by and available to the
Administrative Agent to pay fully all amounts of principal, L/C Borrowings,
interest and fees then due hereunder, such funds shall be applied (i) first,
toward costs and expenses (including Attorney Costs and amounts payable under
Article III) incurred by the Administrative Agent and each Lender in respect of
this Agreement, (ii) second, toward repayment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (iii) third, toward
repayment of principal and L/C Borrowings then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of principal and L/C
Borrowings then due to such parties.

      (d) Unless the Borrower or any Lender has notified the Administrative
Agent prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that the Borrower or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that the
Borrower or such Lender, as the case may be, has timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a
corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to the Administrative Agent in immediately
available funds, then:

                                       40


            (i) if the Borrower failed to make such payment, each Lender shall
      forthwith on demand repay to the Administrative Agent the portion of such
      assumed payment that was made available to such Lender in immediately
      available funds, together with interest thereon in respect of each day
      from and including the date such amount was made available by the
      Administrative Agent to such Lender to the date such amount is repaid to
      the Administrative Agent in immediately available funds, at the Federal
      Funds Rate from time to time in effect; and

            (ii) if any Lender failed to make such payment, such Lender shall
      forthwith on demand pay to the Administrative Agent the amount thereof in
      immediately available funds, together with interest thereon for the period
      from the date such amount was made available by the Administrative Agent
      to the Borrower to the date such amount is recovered by the Administrative
      Agent (the "Compensation Period") at a rate per annum equal to the Federal
      Funds Rate from time to time in effect. If such Lender pays such amount to
      the Administrative Agent, then such amount shall constitute such Lender's
      Revolving Loan included in the applicable Borrowing. If such Lender does
      not pay such amount forthwith upon the Administrative Agent's demand
      therefore, the Administrative Agent may make a demand therefore upon the
      Borrower, and the Borrower shall pay such amount to the Administrative
      Agent, together with interest thereon for the Compensation Period at a
      rate per annum equal to the rate of interest applicable to the applicable
      Borrowing. Nothing herein shall be deemed to relieve any Lender from its
      obligation to fulfill its Revolving Commitment or to prejudice any rights
      which the Administrative Agent or the Borrower may have against any Lender
      as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender with respect to any amount
owing under this subsection (d) shall be conclusive, absent manifest error.

      (e) If any Lender makes available to the Administrative Agent funds for
any Loan to be made by such Lender as provided in the foregoing provisions of
this Article II, and the conditions to the applicable Credit Extension set forth
in Article IV are not satisfied or waived in accordance with the terms hereof,
the Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.

      (f) The obligations of the Lenders hereunder to make Loans and to fund
participations in Letters of Credit and Swing Line Loans are several and not
joint. The failure of any Lender to make any Loan or to fund any such
participation on any date required hereunder shall not relieve any other Lender
of its corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Revolving Loan or
purchase its participation.

      (g) Nothing herein shall be deemed to obligate any Lender to obtain the
funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.

      2.13 SHARING OF PAYMENTS. If, other than as expressly provided elsewhere
herein, any Lender shall obtain on account of any Loans made by it, or the
participations in L/C Obligations

                                       41


or in Swing Line Loans held by it, any payment (whether voluntary, involuntary,
through the exercise of any right of set-off, or otherwise) in excess of its
ratable share (or other share contemplated hereunder) thereof, such Lender shall
immediately (a) notify the Administrative Agent of such fact, and (b) purchase
from the other Lenders such participations in the Loans made by them and/or such
subparticipations in the participations in L/C Obligations or Swing Line Loans
held by them, as the case may be, as shall be necessary to cause such purchasing
Lender to share the excess payment in respect of such Loan or such
participations, as the case may be, pro rata with each of them; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from the purchasing Lender, such purchase shall to that extent be
rescinded and each other Lender shall repay to the purchasing Lender the
purchase price paid therefore, together with an amount equal to such paying
Lender's ratable share (according to the proportion of (i) the amount of such
paying Lender's required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. The Borrower
agrees that any Lender so purchasing a participation from another Lender may, to
the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off, but subject to Section 10.09 hereof with
respect to such participation) as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation. The Administrative
Agent will keep records (which shall be conclusive and binding in the absence of
manifest error) of participations purchased under this Section and will in each
case notify the Lenders following any such purchases or repayments. Each Lender
that purchases a participation pursuant to this Section shall from and after
such purchase have the right to give all notices, requests, demands, directions
and other communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

      3.01 TAXES.

      (a) Any and all payments by the Borrower to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, in the case of the
Administrative Agent and each Lender, taxes imposed on or measured by its net
income, and franchise taxes imposed on it by the jurisdiction (or any political
subdivision thereof) under the Laws of which the Administrative Agent or such
Lender, as the case may be, is organized or maintains a lending office or any
other jurisdictions in which the Administrative Agent or such Lender transacts
business (all such non-excluded taxes, duties, levies, imposts, deductions,
assessments, fees, withholdings or similar charges, and liabilities being
hereinafter referred to as "Taxes"). If the Borrower shall be required by any
Laws to deduct any Taxes from or in respect of any sum payable under any Loan
Document to the Administrative Agent or any Lender, (i) the sum payable shall be
increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section), the
Administrative Agent and such Lender receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower shall
make such deductions,

                                       42


(iii) the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable Laws, and (iv) within
30 days after the date of such payment, the Borrower shall furnish to the
Administrative Agent (which shall forward the same to such Lender) the original
or a certified copy of a receipt evidencing payment thereof.

      (b) In addition, the Borrower agrees to pay any and all present or future
stamp, court or documentary taxes and any other excise or property taxes or
charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as "Other Taxes").

      (c) If the Borrower shall be required to deduct or pay any Taxes or Other
Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, the Borrower shall also pay to the
Administrative Agent (for the account of such Lender) or to such Lender, at the
time interest on the Obligations is paid, such additional amount that such
Lender specifies as reasonably necessary to preserve the after-tax yield (after
factoring in all taxes, including taxes imposed on or measured by net income)
such Lender would have received if such Taxes or Other Taxes had not been
imposed, with the computation of such additional amount to be set forth in
writing, certified by such Lender, and delivered to the Borrower.

      (d) The Borrower agrees to indemnify the Administrative Agent and each
Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under Section 3.01(c) hereof and (iii) any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto, in
each case whether or not such Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. Payment under this
subsection (d) shall be made within 30 days after the date the Lender or the
Administrative Agent makes a demand therefore.

      (e) Each Lender (and the Administrative Agent with respect to payments to
the Administrative Agent for its own account) agrees that (i) it will take all
reasonable actions by all usual means to maintain all exemptions, if any,
available to it from United States withholding taxes (whether available by
treaty, existing administrative waiver, or by virtue of the location of any
Lender's Lending Office) and (ii) otherwise cooperate with the Borrower to
minimize amounts payable by the Borrower under this Section 3.01; provided,
however, the Lenders and the Administrative Agent shall not be obligated by
reason of this Section 3.01(e) to contest the payment of any Taxes or Other
Taxes or to disclose any information regarding its tax affairs or tax
computation or reorder its tax or other affairs or tax or other planning.
Subject to the foregoing, to the extent the Borrower pays sums pursuant to this
Section 3.01 and the Lender or the Administrative Agent receives a refund of any
or all of such sums, such refund shall be applied to reduce any amounts then due
and owing under this Agreement or, to the extent that no amounts are due and
owing under this Agreement at the time such refunds are received, the party
receiving such refund shall promptly pay over all such refunded sums to the
Borrower, provided no Default or Event of Default is in existence at such time.

                                       43


      3.02 ILLEGALITY. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurodollar Rate Loans, or materially restricts the authority of such Lender to
purchase or sell, or to take deposits of, Dollars in the applicable offshore
Dollar market, or to determine or charge interest rates based upon the
Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans
shall be suspended until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, with the computation of such additional
amount to be set forth in writing, certified by such Lender, and delivered to
the Borrower, the Borrower shall, upon demand from such Lender (with a copy to
the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate
Loans of such Lender to Base Rate Loans, either on the last day of the Interest
Period thereof, if such Lender may lawfully continue to maintain such Eurodollar
Rate Loans to such day, or immediately, if such Lender may not lawfully continue
to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion,
the Borrower shall also pay interest then accrued on the amount so prepaid or
converted. Each Lender agrees to designate a different Lending Office if such
designation will avoid the need for such notice and will not, in the good faith
judgment of such Lender, otherwise be materially disadvantageous to such Lender.

      3.03 INABILITY TO DETERMINE RATES. If the Administrative Agent determines
in connection with any request for a Eurodollar Rate Loan or a conversion to or
continuation thereof that (a) Dollar deposits are not being offered to banks in
the applicable offshore Dollar market for the applicable amount and Interest
Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not
exist for determining the Eurodollar Rate for such Eurodollar Rate Loan, or (c)
the Eurodollar Rate for such Eurodollar Rate Loan does not adequately and fairly
reflect the cost to the Lenders of funding such Eurodollar Rate Loan, the
Administrative Agent will promptly notify the Borrower and all Lenders.
Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate
Loans shall be suspended until the Administrative Agent revokes such notice.
Upon receipt of such notice, the Borrower may revoke any pending request for a
Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or,
failing that, will be deemed to have converted such request into a request for a
Revolving Borrowing of Base Rate Loans in the amount specified therein, provided
that the Borrower shall not be liable for any Consequential Loss in connection
with any such deemed conversion.

      3.04 INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY; RESERVES ON
EURODOLLAR RATE LOANS.

      (a) If any Lender determines that as a result of the introduction of or
any change in or in the interpretation of any Law, or such Lender's compliance
therewith, there shall be any increase in the cost to such Lender of agreeing to
make or making, funding or maintaining Eurodollar Rate Loans or (as the case may
be) issuing or participating in Letters of Credit, or a reduction in the amount
received or receivable by such Lender in connection with any of the foregoing
(excluding for purposes of this subsection (a) any such increased costs or
reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section
3.01 hereof shall govern), (ii) changes in the basis of taxation of overall net
income or overall gross income by the United

                                       44


States or any foreign jurisdiction or any political subdivision of either
thereof under the Laws of which such Lender is organized or has its Lending
Office, and (iii) reserve requirements contemplated by Section 3.04(c) hereof),
then from time to time upon demand of such Lender (with a copy of such demand to
the Administrative Agent), the Borrower shall pay to such Lender such additional
amounts as will compensate such Lender for such increased cost or reduction,
with the computation of such additional amount to be set forth in writing,
certified by such Lender, and delivered to the Borrower. The affected Lender
will as soon as practicable notify the Borrower of any event of which it has
knowledge, occurring after the date hereof, which will entitle such Lender to
compensation pursuant to this Section and designate a different Lending Office
if such designation will avoid the need for, or reduce the amount of, such
compensation and will not, in the good faith judgment of such Lender, be
materially disadvantageous to such Lender.

      (b) If any Lender determines that the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, or
compliance by such Lender (or its Lending Office) therewith, has the effect of
reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender with respect to this Agreement as a consequence of such
Lender's obligations hereunder (taking into consideration its policies with
respect to capital adequacy and such Lender's desired return on capital), then
from time to time upon demand of such Lender, with the computation of such
additional amount to be set forth in writing, certified by such Lender, and
delivered to the Borrower (with a copy of such demand to the Administrative
Agent), the Borrower shall pay to such Lender such additional amounts as will
compensate such Lender for such reduction.

      (c) The Borrower shall pay to each Lender, as long as such Lender shall be
required under regulations of the Board to maintain reserves with respect to
liabilities or assets consisting of or including Eurocurrency funds or deposits
(currently known as "Eurocurrency liabilities"), additional costs on the unpaid
principal amount of each Eurodollar Rate Loan equal to the actual costs of such
reserves allocated to such Loan by such Lender (as determined by such Lender in
good faith, which determination shall be controlling, in absence of error),
which shall be due and payable on each date on which interest is payable on such
Loan, provided the Borrower shall have received at least 15 days' prior notice
(with a copy to the Administrative Agent) of such additional interest from such
Lender, with the computation of such additional amount to be set forth in
writing, certified by such Lender, and delivered to the Borrower. If a Lender
fails to give notice 15 days prior to the relevant Interest Payment Date, such
additional interest shall be due and payable 15 days from receipt of such
notice.

      (d) Notwithstanding anything to the contrary in this Section 3.04, the
Borrower shall not be liable with respect to any amounts that were incurred or
accrued more than (90) days prior to the date of the sending of the notice to
the Borrower under subsection (a), (b) or (c) of this Section 3.04, as the case
may be.

      3.05 FUNDING LOSSES. Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Borrower shall promptly compensate
such Lender for the Consequential Loss incurred by it as a result of:

                                       45


      (a) any continuation, conversion, payment or prepayment of any Eurodollar
Rate Loan on a day other than the last day of the Interest Period for such
Eurodollar Rate Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise);

      (b) any failure by the Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any
Eurodollar Rate Loan on the date or in the amount notified by the Borrower; or

      (c) any assignment of a Eurodollar Rate Loan on a day other than the last
day of the Interest Period therefore as a result of a request by the Borrower
pursuant to Section 10.16 hereof.

For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05, each Lender shall be deemed to have funded each Eurodollar
Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit
or other borrowing in the applicable offshore Dollar interbank market for a
comparable amount and for a comparable period, whether or not such Eurodollar
Rate Loan was in fact so funded.

      3.06 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

      (a) A certificate of the Administrative Agent or any Lender claiming
compensation under this Article III and setting forth the additional amount or
amounts to be paid to it hereunder and the detailed computation of such amount
or amounts shall be conclusive in the absence of manifest error. In determining
such amount, the Administrative Agent or such Lender may use any reasonable
averaging and attribution methods.

      (b) Upon any Lender's making a claim for compensation under Section 3.01,
3.02 or 3.04 hereof, the Borrower may remove or replace such Lender in
accordance with Section 10.16 hereof.

      3.07 SURVIVAL. All of the Borrower's obligations under this Article III
shall survive termination of the Revolving Commitments and payment in full of
all the other Obligations.

                                  ARTICLE IV.
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

      4.01 CONDITIONS OF INITIAL CREDIT EXTENSION. The obligation of each Lender
to make its initial Credit Extension hereunder is subject to satisfaction of the
following conditions precedent:

      (a) Unless waived by all the Lenders (or by the Administrative Agent with
respect to immaterial matters or items specified in clause (v) or (vi) below
with respect to which the Borrower has given assurances satisfactory to the
Administrative Agent that such items shall be delivered promptly following the
Closing Date), the Administrative Agent's receipt of the following, each of
which shall be originals or facsimiles (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
signing Loan Party, each dated the Closing Date (or, in the case of certificates
of governmental officials, a recent date

                                       46


before the Closing Date) and each in form and substance reasonably satisfactory
to the Administrative Agent and its legal counsel:

            (i) executed counterparts of this Agreement and the Guaranty,
      sufficient in number for distribution to the Administrative Agent, each
      Lender and the Borrower;

            (ii) Revolving Loan Notes executed by the Borrower in favor of each
      Lender, each in a principal amount equal to such Lender's Revolving
      Commitment;

            (iii) a Swing Line Note executed by the Borrower in favor of the
      Swing Line Lender in the principal amount of the Swing Line Sublimit;

            (iv) such certificates of resolutions or other action, incumbency
      certificates and/or other certificates of Responsible Officers of each
      Loan Party as the Administrative Agent may require to establish the
      identities of and verify the authority and capacity of each Responsible
      Officer thereof authorized to act as a Responsible Officer in connection
      with this Agreement and the other Loan Documents to which such Loan Party
      is a party;

            (v) such evidence as the Administrative Agent may reasonably require
      to verify that each Loan Party is duly organized or formed, validly
      existing, in good standing and qualified to engage in business in each
      jurisdiction in which it is required to be qualified to engage in
      business, including certified copies of each Loan Party's Organization
      Documents, certificates of good standing and/or qualification to engage in
      business and tax clearance certificates;

            (vi) a certificate signed by a Responsible Officer of the Borrower
      certifying (A) that the conditions specified in Sections 4.02(a) and (b)
      hereof have been satisfied, and (B) that there has been no event or
      circumstance since the date of the Audited Financial Statements which has
      or could be reasonably expected to have a Material Adverse Effect;

            (vii) opinions of counsel to each Loan Party in form and substance
      reasonably satisfactory to the Administrative Agent;

            (viii) evidence that any Indebtedness not otherwise permitted
      hereunder has been or concurrently with the Closing Date is being
      terminated and all obligations thereunder have been or concurrently with
      the Closing Date are being paid in full;

            (ix) the Officer's Certificate executed by the chief executive
      officer of the Borrower; and

            (x) such other assurances, certificates, documents, consents or
      opinions as the Administrative Agent, each L/C Issuer, the Swing Line
      Lender or the Required Lenders reasonably may require.

     (b) All fees under the Agent Fee Letters required to be paid on or before
the Closing Date shall have been paid.

                                       47


     (c) Unless waived by the Administrative Agent, the Borrower shall have paid
all Attorney Costs of the Administrative Agent to the extent invoiced at least
two days prior to the Closing Date, plus such additional amounts of Attorney
Costs as shall constitute its reasonable estimate of Attorney Costs incurred or
to be incurred by it through the closing proceedings (provided that such
estimate shall not thereafter preclude a final settling of accounts between the
Borrower and the Administrative Agent).

      4.02 CONDITIONS TO ALL CREDIT EXTENSIONS AND CONVERSIONS AND
CONTINUATIONS. The obligation of each Lender to honor any Request for Credit
Extension is subject to the following conditions precedent:

      (a) The representations and warranties of the Borrower contained in
Article V, or which are contained in any document furnished at any time under or
in connection herewith, shall be true and correct on and as of the date of such
Credit Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date, and except for purposes of this Section 4.02,
the representations and warranties contained in subsections (a) and (b) of
Section 5.05 hereof shall be deemed to refer to the most recent financial
statements furnished pursuant to clauses (a) and (b), respectively, of Section
6.01 hereof.

      (b) No Default or Event of Default shall exist, or would result from such
proposed Credit Extension.

      (c) After giving effect to any Request for Credit Extension, the aggregate
amount of outstanding Indebtedness of the Borrower and its Subsidiaries is
permitted under the Note Agreements.

      (d) The Administrative Agent and, if applicable, a L/C Issuer or the Swing
Line Lender shall have received a Request for Credit Extension in accordance
with the requirements hereof.

Each Request for Credit Extension submitted by the Borrower shall be deemed to
be a representation and warranty that the conditions specified in Sections
4.02(a) and (b) hereof have been satisfied on and as of the date of the
applicable Credit Extension.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants to the Administrative Agent and the
Lenders that:

      5.01 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. Each Loan
Party (a) is a corporation, partnership or limited liability company duly
organized or formed, validly existing and in good standing under the Laws of the
jurisdiction of its incorporation or organization, (b) has all requisite power
and authority and all governmental licenses, authorizations, consents and
approvals necessary to (i) own its assets, carry on its business and (ii)
execute, deliver, and perform its obligations under the Loan Documents to which
it is a party, (c) is duly qualified and is licensed and in good standing under
the Laws of each jurisdiction where its ownership, lease or operation of
properties or the conduct of its business requires such

                                       48


qualification or license, and (d) is in compliance with all Laws (including,
without limitation, all federal and state registrations required by any
anti-money laundering Laws), except in each case referred to in clause (b)(i),
(c) or this clause (d), to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect.

      5.02 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is
party, have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a) contravene the terms of any
of such Person's Organization Documents; (b) materially conflict with or result
in any breach or contravention of, or the creation of any Lien under, any
material Contractual Obligation to which such Person is a party or any order,
injunction, writ or decree of any Governmental Authority to which such Person or
its property is subject; or (c) violate any Law.

      5.03 GOVERNMENTAL AUTHORIZATION. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, any Loan Party of
this Agreement or any other Loan Document.

      5.04 BINDING EFFECT. This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been duly executed and delivered
by each Loan Party that is party thereto. This Agreement constitutes, and each
other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of such Loan Party, enforceable against each Loan Party that
is party thereto in accordance with its terms, subject as to enforcement of
remedies to (a) any Debtor Relief Laws and (b) general principles of equity,
whether applied by a court of law or equity.

      5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

      (a) The Audited Financial Statements (i) were prepared in accordance with
GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; (ii) fairly present the financial condition
of the Borrower and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein; and (iii) show all material indebtedness and other liabilities,
direct or contingent, of the Borrower and its Subsidiaries as of the date
thereof, including liabilities for taxes, material commitments and Indebtedness
in accordance with GAAP consistently applied throughout the period covered
thereby.

      (b) Since the date of the Audited Financial Statements, there has been no
event or circumstance that has or could reasonably be expected to have a
Material Adverse Effect.

      5.06 LITIGATION. There are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of the Borrower, threatened or
contemplated, at law, in equity, in arbitration or before any Governmental
Authority, by or against the Borrower or any of its Subsidiaries or against any
of their properties or revenues which (a) purport to affect or pertain to this

                                       49


Agreement or any other Loan Document, or any of the transactions contemplated
hereby, or (b) individually or collectively, could reasonably be expected to
have a Material Adverse Effect.

      5.07 NO DEFAULT. Neither the Borrower nor any Subsidiary is in default
under or with respect to any Contractual Obligation which in the Borrower's
reasonable judgment would have a Material Adverse Effect. No Default or Event of
Default has occurred and is continuing or would result from the consummation of
the transactions contemplated by this Agreement or any other Loan Document.

      5.08 OWNERSHIP OF PROPERTY; LIENS. The Borrower and each Subsidiary has
good record and marketable title in fee simple to, or valid leasehold interests
in, all real property necessary or used in the ordinary conduct of its business,
except for such defects in title as would not, individually or in the aggregate,
have a Material Adverse Effect. As of the Closing Date, the property of the
Borrower and its Subsidiaries will be subject to no Liens, other than Permitted
Liens.

      5.09 ENVIRONMENTAL COMPLIANCE. The Borrower and its Subsidiaries conduct
in the ordinary course of business a review of the effect of existing
Environmental Laws and claims alleging potential liability or responsibility for
violation of any Environmental Law on their respective businesses, operations
and properties, and as a result thereof the Borrower has reasonably concluded
that such Environmental Laws and claims would not, individually or in the
aggregate, have a Material Adverse Effect.

      5.10 INSURANCE. The properties of the Borrower and its Subsidiaries are
insured with reputable national insurance companies, not Affiliates of the
Borrower, in such amounts (after giving effect to any self-insurance compatible
with the following standards), with such deductibles and covering such risks as
are customarily carried by companies of similar financial condition and strength
engaged in similar businesses and owning similar properties in localities where
the Borrower or its Subsidiaries operate.

      5.11 TAXES. The Borrower and its Subsidiaries have filed all Federal,
state and other material tax returns and reports required to be filed, and have
paid all Federal, state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings and for which adequate reserves have been
provided in accordance with GAAP. There is no proposed tax assessment against
the Borrower or any Subsidiary that would, if made, have a Material Adverse
Effect.

      5.12 ERISA COMPLIANCE.

      (a) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect thereto and, to the best
knowledge of the Borrower, nothing has occurred which would prevent, or cause
the loss of, such qualification. The Borrower and each ERISA Affiliate have made
all required contributions to each Plan subject to Section 412 of the Code, and
no application for a funding

                                       50


waiver or an extension of any amortization period pursuant to Section 412 of the
Code has been made with respect to any Plan. Each Foreign Plan is in compliance
with applicable laws of any applicable foreign jurisdictions, except to the
extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect.

      (b) There are no pending or, to the best knowledge of the Borrower,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could be reasonably be expected to have a Material
Adverse Effect. There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or
could be reasonably expected to result in a Material Adverse Effect.

      (c) (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the
Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability under Title IV of ERISA with respect to any Pension Plan (other
than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither
the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability (and no event has occurred which, with the giving of notice
under Section 4219 of ERISA, would result in such liability) under Sections 4201
or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the
Borrower nor any ERISA Affiliate has engaged in a transaction that could be
subject to Sections 4069 or 4212(c) of ERISA.

      5.13 SUBSIDIARIES. As of the Closing Date, the Borrower has no
Subsidiaries other than those specifically disclosed in Schedule 1.01 and has no
equity investments in any other corporation or entity other than those
specifically disclosed in Schedule 5.13.

      5.14 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT.

      (a) The Borrower is not engaged and will not engage, principally or as one
of its important activities, in the business of purchasing or carrying margin
stock (within the meaning of Regulation U issued by the Board), or extending
credit for the purpose of purchasing or carrying margin stock.

      (b) None of the Borrower, any Person controlling the Borrower, or any
Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, or (ii) is or is required to be registered as an "investment
company" under the Investment Company Act of 1940.

      5.15 NO FINANCING OF CORPORATE TAKEOVERS. No proceeds of any Credit
Extension will be used to acquire any security in any transaction which is
subject to Section 13 or 14 of the Exchange Act, including particularly (but
without limitation) Sections 13(d) and 14(d) thereof, except as otherwise
permitted pursuant to Section 7.03(f) hereof.

      5.16 INSIDER. The Borrower is not, and no Person having "control" (as that
term is defined in 12 U.S.C. Section 375(b)(5) or in regulations promulgated
pursuant thereto) of the Borrower is, an "executive officer", "director", or
"person who directly or indirectly or in concert with one or more persons owns,
controls, or has the power to vote more than 10% of any class of voting

                                       51


securities" (as those terms are defined in 12 U.S.C. Section 375(b) or in
regulations promulgated pursuant thereto) of any Lender, of a bank holding
company of which any Lender is a subsidiary, or of any bank at which Lender
maintains a correspondent account.

      5.17 DISCLOSURE. No statement, information, report, representation, or
warranty made by any Loan Party in any Loan Document or furnished to the
Administrative Agent or any Lender by or on behalf of any Loan Party in
connection with any Loan Document contains any untrue statement of a material
fact or omits any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made and at the time at which they were made, not misleading. There is no fact
(excluding economic conditions not peculiar to the Borrower or any Subsidiary)
known to the Borrower or any of its Subsidiaries and not known to the public
generally which materially adversely affects its assets or in the future may
reasonably be expected to (so far as the Borrower or any of its Subsidiaries can
now foresee) result in a Material Adverse Effect, which has not been disclosed
to the Administrative Agent and the Lenders by or on behalf of the Borrower or
any of its Subsidiaries prior to the Closing Date in connection with the
transactions contemplated hereby.

      5.18 INTELLECTUAL PROPERTY; LICENSES, ETC. The Borrower and its
Subsidiaries own, or possess the right to use, all of the trademarks, service
marks, trade names, copyrights, patents, patent rights, franchises, licenses and
other rights that are reasonably necessary for the operation of their respective
businesses, without conflict with the rights of any other Person, except to the
extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect.

      5.19 BUSINESSES. The Borrower is presently engaged directly or through
wholly-owned Subsidiaries in (a) the pawn shop business, (b) the business of
cashing checks and conducting related cash dispensing transactions, (c) the
business of making and collecting short term consumer loans, (d) the business of
offering money order, wire transfer and pre-paid card related services to its
customers and (e) other activities related to short term consumer financing and
general consumer financial services.

      5.20 COMMON ENTERPRISE. The Borrower and its Subsidiaries are engaged in
the businesses set forth in Section 5.19 hereof as of the Closing Date, as well
as in certain other businesses. These operations require financing on a basis
such that the credit supplied can be made available from time to time to the
Borrower and various of its Subsidiaries, as required for the continued
successful operation of the Borrower and its Subsidiaries as a whole. The
Borrower has requested the Lender to make credit available hereunder primarily
for the purposes of financing the operations of the Borrower and its
Subsidiaries. The Borrower and each of its Subsidiaries expects to derive
benefit (and the Board of Directors of the Borrower and each of its Subsidiaries
has determined that such Subsidiary may reasonably be expected to derive
benefit), directly or indirectly, from the credit extended by the Lenders
hereunder, both in its separate capacity and as a member of the group of
companies, since the successful operation and condition of the Borrower and each
of its Subsidiaries is dependent on the continued successful performance of the
functions of the group as a whole.

      5.21 SOLVENT. The Borrower is, and the Borrower and its Subsidiaries are
on a consolidated basis, Solvent.

                                       52


                                   ARTICLE VI.
                              AFFIRMATIVE COVENANTS

      So long as any Lender shall have any Revolving Commitment hereunder, any
Loan or other Obligation shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding:

      6.01 FINANCIAL STATEMENTS. The Borrower shall deliver to the
Administrative Agent and each Lender, in form and detail satisfactory to the
Administrative Agent and the Required Lenders:

      (a) as soon as available, but in any event within 45 days after the end of
each of the first three (3) quarterly fiscal periods of each fiscal year of the
Borrower, a consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries as of the end of such fiscal period, and consolidated statements of
income, retained earnings and cash flows of the Borrower and its Consolidated
Subsidiaries for that quarterly fiscal period and for that portion of the fiscal
year then ended, in each case setting forth in comparative form the figures for
the corresponding period of the preceding fiscal year, all in reasonable detail
and certified by a Responsible Officer of the Borrower as fairly presenting the
financial condition, results of operations and cash flows of the Borrower and
its Subsidiaries in accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes; and

      (b) as soon as available, but in any event within 90 days after the end of
each fiscal year of the Borrower, a consolidated balance sheet of the Borrower
and its Consolidated Subsidiaries as of the close of such fiscal year, and
consolidated statements of income, retained earnings and cash flows of the
Borrower and its Consolidated Subsidiaries for such fiscal year, in each case
setting forth in comparative form the figures for the preceding fiscal year, all
in reasonable detail and accompanied by a report and opinion of an independent
certified public accountant of nationally recognized standing reasonably
acceptable to the Required Lenders (the "Accounting Firm"), which report and
opinion shall be prepared in accordance with GAAP and shall not be subject to
any qualifications or exceptions as to the scope of the audit nor to any
qualifications and exceptions not reasonably acceptable to the Required Lenders.

      6.02 CERTIFICATES; OTHER INFORMATION. The Borrower shall deliver to the
Administrative Agent and each Lender, in form and detail satisfactory to the
Administrative Agent and the Required Lenders:

      (a) concurrently with the delivery of the financial statements referred to
in Sections 6.01(a) and (b) hereof, a duly completed Compliance Certificate
signed by a Responsible Officer of the Borrower;

      (b) promptly after requested by the Administrative Agent or any Lender,
copies of any detailed audit reports or management letters submitted to the
board of directors (or the audit committee of the board of directors) of the
Borrower by independent accountants in connection with the accounts or books of
the Borrower or any Subsidiary, or any audit of any of them;

      (c) promptly after the same are available, copies of each annual report,
proxy or financial statement or other report or communication sent to the
stockholders of the Borrower,

                                       53


and copies of all annual, regular, periodic and special reports and registration
statements which the Borrower may file or be required to file with the
Securities and Exchange Commission under Section 13 or 15(d) of the Exchange
Act, and not otherwise required to be delivered to the Administrative Agent
pursuant hereto;

      (d) as soon as available, but in any event not later than the earlier of
(i) 90 days after the end of each fiscal year of the Borrower or (ii) promptly
after receiving board approval, projected annual consolidated balance sheets,
and statements of income of the Borrower and its Consolidated Subsidiaries for
the immediately succeeding fiscal year;

      (e) simultaneously with the providing to Teachers or any other Person in
connection with the Note Agreements, or any of the "Loan Documents" as referred
to therein, or any Additional Senior Debt, of each notice of default or
potential default, and each request for amendment, consent or waiver, provide
the Lenders with a copy of such notice or request, together with any other
information reasonably requested by Administrative Agent or the Required Lenders
with respect thereto;

      (f) concurrently with the delivery of the financial statements referred to
in Section 6.01(b), an Officer's Certificate signed by the chief executive
officer of the Borrower; and

      (g) promptly, such additional information regarding the business,
financial or corporate affairs of the Borrower or any Subsidiary as the
Administrative Agent or any Lender may from time to time reasonably request.

      Documents required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02(c) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which the
Borrower posts such documents, or provides a link thereto on the Borrower's
website on the Internet at the website address listed on Schedule 10.02; or (ii)
on which such documents are posted on the Borrower's behalf on
http://www.sec.gov; provided that: (i) the Borrower shall deliver paper copies
of such documents to the Administrative Agent or any Lender that requests the
Borrower to deliver such paper copies until a written request to cease
delivering paper copies is given by the Administrative Agent or such Lender and
(ii) the Borrower shall notify the Administrative Agent (by telecopier or
electronic mail) of the posting of any such documents. Notwithstanding anything
contained herein, in every instance the Borrower shall be required to provide
paper copies of the Compliance Certificates required by Section 6.02(a) to the
Administrative Agent. Except for such Compliance Certificates, the
Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by the Borrower with any such request
for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.

      In addition, documents delivered by the Borrower to the Administrative
Agent pursuant to clauses (a), (b), and (d) through (f) of Section 6.02 may be
made available to the Lenders through the Platform in accordance with the
provisions of Section 10.02(c).

                                       54


      6.03 NOTICES. The Borrower shall promptly notify the Administrative Agent
and each Lender:

      (a)  of the occurrence of any Default or Event of Default;

      (b) of any matter that has resulted or could reasonably be expected to
result in a Material Adverse Effect, including (i) any changes in its
consolidated financial condition or its business (ii) breach or non-performance
of, or any default under, a Contractual Obligation of the Borrower or any
Subsidiary; (iii) any dispute, litigation, investigation, proceeding or
suspension between the Borrower or any Subsidiary and any Governmental
Authority; or (iv) the commencement of, or any material development in, any
litigation, investigation, or proceeding affecting the Borrower or any
Subsidiary, including pursuant to any applicable Environmental Laws;

      (c) of any litigation, investigation or proceeding affecting any Loan
Party in which the damages, penalties, fines or other sanctions could reasonably
be expected to exceed $5,000,000 (to the extent not covered by independent
third-party insurance);

      (d) of the occurrence of any ERISA Event; and

      (e) of any material change in accounting policies or financial reporting
practices by the Borrower or any Subsidiary.

Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and stating what action the Borrower has taken and proposes
to take with respect thereto. Each notice pursuant to Section 6.03(a) hereof
shall describe with particularity any and all provisions of this Agreement or
other Loan Document that have been breached.

      6.04 PAYMENT OF OBLIGATIONS. The Borrower shall, and shall cause each of
its Subsidiaries to, pay and discharge as the same shall become due and payable,
all its material obligations and liabilities, including (a) all tax liabilities,
assessments and governmental charges or levies upon it or its properties or
assets; (b) all lawful claims which, if unpaid, would by law become a Lien upon
its property; and (c) all Indebtedness, as and when due and payable, but subject
to any subordination provisions contained in any instrument or agreement
evidencing such Indebtedness; provided, however, that the Borrower and each
Subsidiary shall not be required to pay any such amount if and so long as the
amount, applicability or validity thereof shall currently be contested in good
faith by appropriate proceedings and appropriate accruals and reserves therefor
have been established in accordance with GAAP.

      6.05 PRESERVATION OF EXISTENCE, ETC. The Borrower shall, and shall cause
each of its Subsidiaries to, preserve, renew and maintain in full force and
effect its legal existence and good standing under the Laws of the jurisdiction
of its organization; take all reasonable action to maintain all rights,
privileges, permits, licenses and franchises necessary or desirable in the
normal conduct of its business, except in a transaction permitted by Section
7.04 or 7.05 hereof or except to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect; and preserve or renew
all of its registered patents, trademarks, trade names and

                                       55


service marks, the non-preservation of which could reasonably be expected to
have a Material Adverse Effect.

      6.06 MAINTENANCE OF PROPERTIES. Except where the failure to do so could
not reasonably be expected to have a Material Adverse Effect, the Borrower
shall, and shall cause each of its Subsidiaries to, (a) maintain, preserve and
protect all of its material properties and equipment necessary in the operation
of its business in good working order and condition, ordinary wear and tear
excepted; (b) make all necessary repairs thereto and renewals and replacements
thereof; and (c) use the standard of care typical in the industry in the
operation and maintenance of its facilities.

      6.07 MAINTENANCE OF INSURANCE. The Borrower shall, and shall cause each of
its Subsidiaries to, maintain with reputable national insurance companies not
Affiliates of the Borrower, insurance with respect to its properties and
business against loss or damage of the kinds customarily insured against by
Persons of similar financial condition and strength engaged in the same or
similar business and owning similar properties in localities where the Borrower
or its Subsidiaries operate, of such types and in such amounts (it being
acknowledged by the Lenders that the Borrower maintains self-insurance with
respect to inventory which the Borrower has represented pursuant to Section 5.10
is compatible with the standards set forth herein) as are customarily carried
under similar circumstances by such other Persons.

      6.08 COMPLIANCE WITH LAWS. The Borrower shall, and shall cause each of its
Subsidiaries to, comply in all material respects with the requirements of all
Laws applicable to it or to its business or property (including, without
limitation, all federal and state registrations required by anti-money
laundering Laws), except in such instances in which (i) such requirement of Law
is being contested in good faith or a bona fide dispute exists with respect
thereto; or (ii) the failure to comply therewith could not be reasonably
expected to have a Material Adverse Effect.

      6.09 BOOKS AND RECORDS. The Borrower shall, and shall cause each of its
Subsidiaries to, maintain books, records and accounts with respect to itself and
the Subsidiaries which, in reasonable detail, accurately and fairly reflect
their transactions and dispositions of their assets, and maintain a system of
internal accounting controls sufficient to provide reasonable assurances that
(a) transactions are executed in accordance with management's general or
specific authorization, (b) transactions are recorded as necessary (i) to permit
preparation of financial statements in accordance with GAAP, and (ii) to
maintain accountability for assets, (c) access to assets is permitted only in
accordance with management's general or specific authorization and (d) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

      6.10 INSPECTION RIGHTS. The Borrower shall, and shall cause each of its
Subsidiaries to, subject to Section 10.08 hereof, permit representatives and
independent contractors of the Administrative Agent and each Lender to visit and
inspect any of its properties, to examine its corporate, financial and operating
records, and make copies thereof or abstracts therefrom, and to discuss its
affairs, finances and accounts with its directors, officers, and independent
public accountants, all at the expense of the Lenders and at such reasonable
times during normal business hours and as often as may be reasonably desired,
upon request of the Required Lenders

                                       56


or the Administrative Agent and reasonable advance notice to the Borrower;
provided, however, that when an Event of Default exists the Administrative Agent
or any Lender (or any of their respective representatives or independent
contractors) may do any of the foregoing at the expense of the Borrower at any
time during normal business hours and without advance notice.

      6.11 COMPLIANCE WITH ERISA. The Borrower shall do, and cause each of its
ERISA Affiliates to do, each of the following: (a) maintain each Plan in
compliance in all material respects with the applicable provisions of ERISA, the
Code and other Federal or state law and maintain each Foreign Plan in compliance
in all material respects with all applicable laws; (b) preclude each Plan which
is qualified under Section 401(a) of the Code from being determined to be
disqualified in any final assessment by the IRS; (c) make all required
contributions to any Plan subject to Section 412 of the Code; and (d) make all
contributions required under its Foreign Plans, except to the extent that
failure to do so could not reasonably be expected to have a Material Adverse
Effect.

      6.12 USE OF PROCEEDS. The Borrower shall use the proceeds of the Credit
Extensions (i) to consummate Acquisitions permitted hereunder, (ii) to refinance
certain existing indebtedness of the Borrower and (iii) for working capital and
other general corporate purposes not in contravention of any Law or of any Loan
Document.

      6.13 FURTHER ASSURANCES. Upon the reasonable request of the Administrative
Agent, the Borrower will duly execute and deliver to the Administrative Agent
any and all such further instruments and documents (in form and substance
reasonably satisfactory to the Borrower) as may be necessary or advisable, in
the opinion of the Administrative Agent, to obtain the full benefits of the Loan
Documents.

      6.14 NOTICE OF FORMATION OF SUBSIDIARY. Promptly upon the formation of any
Subsidiary and in any event within 30 days after such formation, the Borrower
shall give the Administrative Agent written notice thereof.

      6.15 NEW DOMESTIC SUBSIDIARIES. The Borrower shall cause each Domestic
Subsidiary which the Borrower or any of its Subsidiaries forms or acquires
during the term of this Agreement to execute and deliver to the Administrative
Agent a Guaranty, together with a certified copy of a resolution of the board of
directors (or other authorizing document of the appropriate governing body or
Person) of such Domestic Subsidiary authorizing the execution and delivery of
the Guaranty and the performance of its terms, together with such other
opinions, certificates, and documents as the Administrative Agent may reasonably
request.

      6.16 OPINIONS REGARDING OBLIGATIONS OF GUARANTORS. Within forty-five (45)
days after written request by the Required Lenders, which the Required Lenders
shall be entitled to make at any time, the Borrower shall obtain or cause to be
provided in favor of Lenders an opinion of local counsel satisfactory to the
Required Lenders for any of the Guarantors that opines (a) to such Guarantor's
(i) existence and good standing in its jurisdiction of formation, (ii) due
authority to execute the Guaranty, and (iii) due execution, delivery and
performance of the Guaranty and (b) to the enforceability of the Guaranty
against such Guarantor; provided that Borrower shall be obligated to provide no
more than one opinion of local counsel as to each Guarantor at any time during
the period in which this Agreement is in effect.

                                       57


      6.17 INTEREST RATE PROTECTION. The Borrower shall maintain in effect at
all times after the Closing Date, one or more Interest Rate Protection
Agreements on such terms and with parties as shall be reasonably satisfactory to
the Administrative Agent, the effect of which (when taken together with the
other fixed rate debt and interest rate protection agreements) shall be to fix
or limit the interest cost to the Borrower with respect to at least 40% of the
outstanding Funded Debt of the Borrower.

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

      So long as any Lender shall have any Revolving Commitment hereunder, any
Loan or other Obligation shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding:

      7.01 LIENS. The Borrower shall not, and shall not permit any Subsidiary
to, create, incur, assume or suffer to exist, any Lien upon any of its property,
assets or revenues, whether now owned or hereafter acquired, other than (a)
Permitted Liens, and (b) Liens on assets securing Indebtedness permitted to be
assumed pursuant to Section 7.02(n) hereof, provided that such Liens are fully
paid and released within sixty (60) days after any such Acquisition. The
Borrower shall not, and shall not permit any Subsidiary to, become subject to a
Negative Pledge Agreement except pursuant to the Private Placement Debt, and any
Additional Senior Debt permitted by Section 7.02(l).

      7.02 INDEBTEDNESS. The Borrower shall not, and shall not permit any
Subsidiary to, incur, create, contract, waive, assume, have outstanding,
guarantee or otherwise be or become liable, directly or indirectly, in respect
of any Indebtedness, except for

      (a) the Obligations arising out of or in connection with this Agreement
and the other Loan Documents,

      (b) Capital Leases and purchase money Indebtedness, provided that the
aggregate amount of such Indebtedness which is purchase money Indebtedness plus
the aggregate amount of Capital Leases shall not exceed $15,000,000 at any time,

      (c) current liabilities for taxes and assessments incurred in the ordinary
course of business, and other liabilities for unpaid taxes being contested in
good faith by the Borrower or any Subsidiary for which sufficient reserves have
been established,

      (d) current amounts payable or accrued for other claims (other than for
borrowed funds or purchase money obligations) incurred in the ordinary course of
business, provided that all such liabilities, accounts and claims shall be
promptly paid and discharged when due or in conformity with customary trade
terms, except for those being contested in good faith by the Borrower or a
Subsidiary for which sufficient reserves have been established,

      (e) contingent liabilities resulting from the endorsement of negotiable
instruments in the ordinary course of business,

                                       58


      (f) intercompany loans and advances, provided that the aggregate amount of
outstanding loans and advances by the Borrower and Domestic Subsidiaries to
Foreign Subsidiaries after the Closing Date shall not exceed $10,000,000 in
aggregate principal amount at any time, and provided further that such
intercompany loans and advances may exceed $10,000,000 in aggregate principal
amount so long as an amount equal to such excess amount is re-invested by one or
more Foreign Subsidiaries in the Borrower or a Guarantor within a maximum of 30
days after to the making of such loan or advance;

      (g) obligations (contingent or otherwise) of the Borrower or any
Subsidiary existing or arising under any Interest Rate Protection Agreement,
provided that (i) such obligations are (or were) entered into by such Person in
the ordinary course of business for the purpose of directly mitigating risks
associated with liabilities, commitments, investments, assets, or property held
or reasonably anticipated by such Person, or changes in the value of securities
issued by such Person and not for purposes of speculation; and (ii) such
Interest Rate Protection Agreement does not contain any provision exonerating
the non-defaulting party from its obligation to make payments on outstanding
transactions to the defaulting party,

      (h) Guaranty Obligations permitted under Section 7.17 hereof,

      (i) the Private Placement Debt,

      (j) with respect to Temporary Cash Investments, short term Indebtedness
not constituting "margin loans" and not exceeding $5,000,000 at any time in the
aggregate owed by the Borrower or a Consolidated Subsidiary to the broker or
investment firm which is holding assets for the account of the Borrower or a
Consolidated Subsidiary, but only to the extent that such Indebtedness is to be
repaid, in the ordinary course of business, by the collection or liquidation of
such assets at the maturity of such assets,

      (k) Subordinated Debt, provided that prior to the issuance thereof, the
Borrower has delivered to the Administrative Agent a Compliance Certificate
which indicates that on a pro forma basis after taking into account the issuance
of such Subordinated Debt and the use of the proceeds thereof, there shall occur
no Default or Event of Default,

      (l) Additional Senior Debt of the Borrower, provided that prior to the
incurrence thereof, the Borrower has delivered to the Administrative Agent a
Compliance Certificate which indicates that on a pro forma basis after taking
into account the incurrence of such Additional Senior Debt and the use of the
proceeds thereof, there shall occur no Default or Event of Default,

      (m) intercompany payables for the purchase of goods and services in the
ordinary course of business,

      (n) Indebtedness assumed in Acquisitions permitted pursuant to Section
7.03(f) hereof not to exceed $10,000,000 in aggregate principal amount, provided
(i) at the time of the assumption thereof and immediately thereafter after
giving effect thereto, no Default or Event of Default shall exist and (ii) such
Indebtedness shall be paid in full within sixty (60) days of such Acquisition,

                                       59


      (o) Guaranty Obligations of the Borrower and the Subsidiaries in respect
of Indebtedness otherwise permitted under this Section 7.02,

      (p) intercompany loans and advances among Foreign Subsidiaries,

      (q) Indebtedness of the Borrower in respect of the Cashland Seller Note;

      (r) obligations in respect of earnout or similar payments payable in cash
or which may be payable in cash at the seller's or obligee's option; and

      (s) surety bonds delivered by the Borrower or any Subsidiary in the
ordinary course of business.

      7.03 INVESTMENTS. The Borrower shall not, and shall not permit any
Subsidiary to, make or have outstanding Investments in or to any Person, except
for

      (a) pawn transactions, pawn loans and other short-term consumer loans in
the ordinary course of its day to day business,

      (b) ownership of Capital Stock of Domestic Subsidiaries which, promptly
after the formation or acquisition thereof, execute a Guaranty,

      (c) ownership of Capital Stock of Foreign Subsidiaries, provided that the
aggregate amount of such Investments made after the Closing Date, and
Acquisitions made pursuant to Section 7.03(f) hereof, which are of assets or
entities which are outside the United States, shall not exceed 10% of Net Worth
in aggregate principal amount at any time,

      (d) Temporary Cash Investments and such other "cash equivalent"
investments as the Required Lenders may from time to time approve,

      (e) Investments for the purchase of real estate, provided that (x) such
Investments shall only be for the purpose of operating one or more of the types
of business permitted under clauses (a) through (c) of Section 5.19 located or
to be located on such real estate, (y) the cumulative amount of such Investments
made after the Closing Date, shall not exceed $15,000,000, and (z) clause (y)
immediately preceding notwithstanding, the maximum amount of such Investments
made for the purchase of real estate where one or more of the types of business
permitted under clauses (a) through (c) of Section 5.19 are not existing thereon
at the time of such purchase or cannot reasonably be expected to be established
thereon within twelve months following such purchase, shall not exceed
$7,500,000;

      (f) Acquisitions, provided (i) at time of such Acquisition and after
giving effect thereto, no Default or Event of Default shall exist, (ii) the
assets, property or business being acquired shall be in one or more of the types
of businesses described in clauses (a) through (c) of Section 5.19 hereof, (iii)
such Acquisition shall not be opposed by the board of directors (or other
governing body) of the Person being acquired, (iv) promptly upon becoming
available and in any event within five (5) days prior to any proposed
Acquisition for which the aggregate Acquisition Consideration for such
Acquisition is equal to or greater than $15,000,000, the Administrative Agent
shall have received a pro forma Compliance Certificate setting forth the

                                       60


covenant calculations both immediately prior to and after giving effect to the
proposed Acquisition and certifying that no Default or Event of Default exists
or would occur as a result therefrom, and (v) the Acquisition Consideration for
any single Acquisition shall not exceed 17.5% of Net Worth immediately preceding
the Acquisition without the Required Lenders approval,

      (g) Investments after the Closing Date by the Borrower in Domestic
Subsidiaries,

      (h) intercompany receivables as a result of the transfer of goods and
property in the ordinary course of business, (i) other Investments permitted
under Section 7.04 hereof,

      (j) Investments in existence as of the Closing Date, (including existing
loans to officers of the Borrower and Subsidiaries for the purchase of Capital
Stock of the Borrower to the extent not otherwise prohibited by Applicable Law),
and listed on Schedule 7.03(j),

      (k) Investments as a result of intercompany loans and advances to Foreign
Subsidiaries permitted under Section 7.02(f) hereof;

      (l) the Existing Foreign Investments; and

      (m) other Investments in activities directly related to the types of
business permitted under Section 5.19 hereof, provided that such Investments
shall not exceed $7,500,000 in aggregate principal amount at any time.

      7.04 FUNDAMENTAL CHANGES. The Borrower shall not, and shall not permit any
Subsidiary to, merge, consolidate with or into, or convey, transfer, lease or
otherwise dispose of (whether in one transaction or in a series of transactions)
all or substantially all of its Assets (whether now owned or hereafter acquired)
to or in favor of any Person, except that, so long as no Default or Event of
Default exists or would result therefrom:

      (a) any Subsidiary may merge with (i) the Borrower, provided that the
Borrower shall be the continuing or surviving Person, (ii) any Guarantor, or
(iii) in the case of any such Subsidiary that is a Foreign Subsidiary, any
Subsidiary;

      (b) any Subsidiary may sell all or substantially all of its assets (upon
voluntary liquidation or otherwise) to the Borrower or to a Guarantor; and

      (c) the Borrower and any Subsidiary may make Dispositions permitted
pursuant to Section 7.05 hereof.

      7.05 DISPOSITIONS. The Borrower shall not, and shall not permit any
Subsidiary to, make any Disposition or enter into any agreement to make any
Disposition, except:

      (a) Dispositions of obsolete or worn out property, whether now owned or
hereafter acquired, in the ordinary course of business;

                                       61


      (b) Dispositions of inventory and other property in the ordinary course of
business for fair consideration;

      (c) Dispositions permitted under Section 7.04 and Dispositions to a
wholly-owned Domestic Subsidiary which is a Guarantor;

      (d) Dispositions of Capital Stock of the Borrower and Dispositions of
Capital Stock of a Subsidiary to the Borrower or to another Subsidiary;

      (e) Dispositions permitted under Section 7.14;

      (f) Dispositions of Assets (including Capital Stock of a Subsidiary other
than to the Borrower or another Subsidiary) not otherwise permitted in clauses
(a) through (e) above, so long as (i) at the time of such Disposition and after
giving effect thereto, no Default or Event of Default shall exist and (ii) to
the extent the aggregate Net Proceeds of Dispositions during any fiscal year
exceed 7.5% of Net Worth as of the last day of the immediately preceding fiscal
year, the mandatory prepayments required pursuant to Section 2.05(d) hereof are
made; provided, however, notwithstanding anything in this Section 7.05(f) to the
contrary, in no event shall the aggregate Net Proceeds of Dispositions not
otherwise permitted in clauses (a) through (e) above during any fiscal year
exceed 15% of Net Worth as of the last day of the immediately preceding fiscal
year without the prior consent of the Required Lenders;

provided, however, that any Disposition pursuant to clauses (a) through (f)
shall be for fair market value.

      7.06 RESTRICTED PAYMENTS. The Borrower shall not, and shall not permit any
Subsidiary to, directly or indirectly pay any Restricted Payment; provided,
however, (a) any Subsidiary may declare and pay Dividends to or for the benefit
of the Borrower or any Guarantor, (b) the Borrower may (i) declare Dividends
(including the repurchase of Capital Stock of the Borrower), and (ii) make
regularly scheduled principal payments on Subordinated Debt in existence as of
the Closing Date in both cases taken together in an aggregate amount not to
exceed the sum of (A) $16,500,000 plus (B) 50% of cumulative Net Income after
the Closing Date, and (c) the Borrower may repay the Cashland Seller Note and
any repayments on the Cashland Seller Note shall not apply against the dollar
limitations set forth in (ii)(A) and (B) above; provided, further, the Borrower
shall make no Restricted Payments unless there shall exist no Default or Event
of Default prior to or after giving effect to any proposed Restricted Payment.

      7.07 ERISA. The Borrower shall not, and shall not permit any Subsidiary
to, at any time engage in a transaction which could be subject to Section 4069
or 4212(c) of ERISA, or permit any Plan to (a) engage in any non-exempt
"prohibited transaction" (as defined in Section 4975 of the Code); (b) fail to
comply in any material respect with ERISA or any other applicable Laws; or (c)
incur any material "accumulated funding deficiency" (as defined in Section 302
of ERISA), which, with respect to each event listed above, could be reasonably
expected to have a Material Adverse Effect.

      7.08 CHANGE IN NATURE OF BUSINESS. The Borrower shall not, and shall not
permit any Subsidiary to, engage in any material line of business substantially
different from those lines of

                                       62


business conducted by the Borrower and its Subsidiaries on the date hereof and
businesses reasonably related thereto.

      7.09 TRANSACTIONS WITH AFFILIATES. The Borrower shall not, and shall not
permit any Subsidiary to, enter into any transaction of any kind with any
Affiliate of the Borrower, other than arm's-length transactions with Affiliates,
transactions otherwise permitted hereunder and transactions with Affiliates in
the ordinary course of business.

      7.10 BURDENSOME AGREEMENTS. The Borrower shall not, and shall not permit
any Subsidiary to enter into any Contractual Obligation that limits the ability
of any Subsidiary to make Dividends or other Dispositions to the Borrower or to
otherwise transfer property to the Borrower.

      7.11 USE OF PROCEEDS. The Borrower shall not, directly or indirectly, use
the proceeds of any Credit Extension, whether directly or indirectly, and
whether immediately, incidentally or ultimately, to purchase or carry margin
stock (within the meaning of Regulation U of the Board) or to extend credit to
others for the purpose of purchasing or carrying margin stock or to refund
indebtedness originally incurred for such purpose.

      7.12 AMENDMENT OF ORGANIZATION DOCUMENTS AND FISCAL YEAR. The Borrower
shall not, and shall not permit any Subsidiary to, amend, modify, or waive any
of its rights under any Organization Documents in a manner adverse to the
Lenders. The Borrower shall not, and shall not permit any Subsidiary to, change
its fiscal quarters or fiscal year, except after providing 30 days prior written
notice to Lenders and provided such change does not have the effect of delaying
or otherwise curing a Default or Event of Default that would have otherwise
existed.

      7.13 AMENDMENT OF SUBORDINATED DEBT. The Borrower shall not, and shall not
permit any Subsidiary to, change or amend (or take any action or fail to take
any action the result of which is an effective amendment or change) or accept
any waiver or consent with respect to, any document, instrument, or agreement
relating to any Subordinated Debt that would result in (a) an increase in the
principal, interest, overdue interest, fees or other amounts payable under any
Subordinated Debt, (b) an acceleration in any date fixed for payment or
prepayment of principal, interest, fees or other amounts payable under any
Subordinated Debt (including, without limitation, as a result of any
redemption), (c) a change in any of the subordination provisions of any
Subordinated Debt, (d) a change in any defined term, covenant, term or provision
in any Subordinated Debt which would result in such term or provision being more
restrictive than the existing terms of such Subordinated Debt or the terms of
this Agreement, or (e) a change in any term or provision of any Subordinated
Debt that could reasonably be expected to have a material adverse effect on the
interest of the Lenders.

      7.14 SALE AND LEASEBACK. The Borrower shall not, and shall not permit any
Subsidiary to, enter any arrangement whereby it sells or transfers any of its
Assets, and thereafter rents or leases those Assets except for the sale and
leaseback of operating facilities so long as the aggregate amount of such sale
and leasebacks made after the Closing Date, shall not exceed $25,000,000.

                                       63


      7.15 ALTERATION OF MATERIAL AGREEMENTS. The Borrower will not, and will
not permit any Subsidiary to, consent to or permit any alterations, amendments,
modifications, releases, waivers or terminations of any material agreement to
which it is a party, including but not limited to the Note Agreements, the
Private Placement Debt and the Additional Senior Debt, if such alterations,
amendments, modification, releases, waivers or terminations would have a
Material Adverse Effect.

      7.16 STRICT COMPLIANCE. If any action or failure to act by the Borrower
violates any covenant or obligation of the Borrower contained herein, then such
violation shall not be excused by the fact that such action or failure to act
would otherwise be permitted by any covenant (or exception to any covenant)
other than the covenant violated.

      7.17 GUARANTIES. The Borrower will not, and will not permit any Subsidiary
to, become or be liable in respect of any Guaranty Obligation, except for (i)
the Guaranty, (ii) guaranties of Indebtedness to extent such Indebtedness is
permitted pursuant to Section 7.02 hereof), and (iii) additional limited
guaranties of the Borrower, provided that the aggregate Indebtedness guaranteed
by such additional limited guaranties at any time shall not exceed $5,000,000,
and provided further that within five (5) days after the execution of each
guaranty by the Borrower for Indebtedness in excess of $2,500,000, the Borrower
shall provide each of the Lenders with a copy of such executed guaranty.

      7.18 FINANCIAL COVENANTS.

      (a) Maximum 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
2.75 to 1.00:

      (b) Minimum Fixed Charge Coverage Ratio. The Borrower shall not permit the
Fixed Charge Coverage Ratio as of the end of any fiscal quarter of the Borrower
to be less than 1.75 to 1.00.

      (c) Minimum Net Worth. The Borrower shall not permit Net Worth to be less
than the sum of (i) $270,000,000, plus (ii) 50% of Net Income (with no deduction
for net losses during any quarterly period) earned after September 30, 2004,
plus (iii) 100% of the Net Proceeds received by the Borrower and its
Subsidiaries from the issuance and sale of Capital Stock of the Borrower or any
Subsidiary (other than issuance to the Borrower or a wholly-owned Subsidiary),
including any conversion of debt securities of the Borrower into such Capital
Stock after September 30, 2004.

                                 ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

      8.01 EVENTS OF DEFAULT. Any of the following shall constitute an Event of
Default:

      (a) The Borrower fails to pay when due (i) any principal of, or interest
on any Loan or any L/C Obligation or (ii) any fee, expense, reimbursement
obligation or any other amount due in connection herewith or with any other Loan
Document, and such failure with respect to clause (ii) shall have continued for
three (3) Business Days after receipt from the Administrative Agent of notice of
such failure on any Loan or on any L/C Obligation; or

                                       64


      (b) Any representation or warranty made under this agreement, or any of
the other Loan Papers, or in any certificate or statement furnished or made to
the Lenders pursuant hereto or in connection herewith or with any Loan or L/C
Obligation hereunder, shall prove to be untrue or inaccurate in any material
respect as of the date on which such representation or warranty is made; or

      (c) The Borrower or any Subsidiary fails to perform or observe any term,
covenant or agreement contained in any of Section 6.03(a) or (b), 6.05, 6.10,
6.12, or Article VII hereof (but only to the extent that the failure to perform
or observe the covenants in Section 7.01, 7.02 and/or 7.03 involves an aggregate
amount in excess of $500,000); or

      (d) The Borrower or any Subsidiary shall fail to perform or observe any
other term or covenant contained herein or in any of the Loan Documents (other
than those specified in subsection (a), or (c) above), on its part to be
performed or observed and such failure shall not be remedied within thirty (30)
days following the earlier of knowledge thereof by the Borrower or any
Subsidiary or written notice by the Administrative Agent to the Borrower; or

      (e) (i) The Borrower or any Subsidiary (A) fails to make any payment when
due (whether by scheduled maturity, required prepayment, acceleration, demand,
or otherwise) in respect of any Indebtedness or any Guaranty Obligation (other
than Indebtedness hereunder and Indebtedness under Interest Rate Protection
Agreements) having an aggregate principal amount (including undrawn committed or
available amounts and including amounts owing to all creditors under any
combined or syndicated credit arrangement) of more than $2,500,000, or (B) fails
to observe or perform any other agreement or condition relating to any such
Indebtedness or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event occurs, the effect of which default or
other event is to cause, or to permit the holder or holders of such Indebtedness
or the beneficiary or beneficiaries of any Guaranty Obligation with respect to
such Indebtedness (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, with the giving of notice if required,
such Indebtedness to be demanded or to become due or to be repurchased or
redeemed (automatically or otherwise) or such Guaranty Obligation to become
payable or cash collateral in respect thereof to be demanded; or (ii) there
occurs under any Interest Rate Protection Agreement an Early Termination Date
(as defined in such Interest Rate Protection Agreement) resulting from (A) any
event of default (or, if such Interest Rate Protection Agreement is a forward
gold transaction, any event of default which has not been cured within five (5)
days after the occurrence of such event of default) under such Interest Rate
Protection Agreement as to which the Borrower or any Subsidiary is the
Defaulting Party (as defined in such Interest Rate Protection Agreement) or (B)
any Termination Event (as so defined) under such Interest Rate Protection
Agreement as to which the Borrower or any Subsidiary is an Affected Party (as so
defined) and, in either event, the Termination Value owed by the Borrower or
such Subsidiary as a result thereof is greater than $1,000,000; or

      (f) Any material portion of any Loan Document shall cease to be legal,
valid, binding agreements enforceable against any party executing the same in
accordance with the respective terms thereof or shall in any way be terminated
or become or be declared ineffective or inoperative or shall in any way
whatsoever cease to give or provide the respective rights, remedies, powers or
privileges intended to be created hereby; or

                                       65


      (g) The Borrower or any Subsidiary institutes or consents to the
institution of any proceeding under any Debtor Relief Law, or makes an
assignment for the benefit of creditors; or applies for or consents to the
appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer for it or for all or any material part of its
property; or

      (h) Any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer is appointed without the application or consent
of the Borrower or any Subsidiary, or any proceeding under any Debtor Relief Law
relating to the Borrower or any Subsidiary, or to all or any part of its
property is instituted without the consent of such Person, and such appointment
or proceeding shall remain undismissed and unstayed for a period of 60
consecutive days; or

      (i) (i) The Borrower or any Subsidiary becomes unable or admits in writing
its inability or fails generally to pay its debts as they become due, or (ii)
any writ or warrant of attachment or execution or similar process is issued or
levied against all or any material part of the property of any such Person and
is not released, vacated or fully bonded within 30 days after its issue or levy;
or

      (j) There is entered against the Borrower or any Subsidiary a final
judgment or order for the payment of money in an aggregate amount exceeding
$2,500,000, and such judgment shall not be satisfied, discharged or stayed (with
sufficient reserves having been set aside by the Borrower or such Subsidiary to
pay such judgment) at least ten (10) days prior to the date on which any of its
assets could be lawfully sold to satisfy such judgment; or

      (k) (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result
in liability of the Borrower under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of $2,500,000,
(ii) the Borrower or any ERISA Affiliate fails to pay when due, after the
expiration of any applicable grace period, any installment payment with respect
to its withdrawal liability under Section 4201 of ERISA under a Multiemployer
Plan in an aggregate amount in excess of $2,500,000 or (iii) any Foreign Plan
shall be terminated or the Borrower or any Foreign Subsidiary shall become
obligated to pay any obligation with respect to any Foreign Plan which in either
case could reasonably be expected to have a Material Adverse Effect; or

      (l) A Change of Control of the Borrower shall have occurred; or

      (m) There shall occur any event which, in the reasonable opinion of the
Required Lenders, will have a Material Adverse Effect.

      8.02 REMEDIES UPON EVENT OF DEFAULT. If any Event of Default occurs, the
Administrative Agent shall, at the request of, or may, with the consent of, the
Required Lenders,

      (a) declare the commitment of each Lender to make Loans and any obligation
of any L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such
commitments and obligation shall be terminated;

      (b) declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan

                                       66


Document to be immediately due and payable, without presentment, demand, protest
or other notice of any kind, all of which are hereby expressly waived by the
Borrower;

      (c) require that the Borrower Cash Collateralize the L/C Obligations (in
an amount equal to the then Outstanding Amount thereof); and

      (d) exercise on behalf of itself and the Lenders all rights and remedies
available to it and the Lenders under the Loan Documents or applicable law;

provided, however, that upon the occurrence of any event specified in
subsections (g) or (h) of Section 8.01 hereof, the obligation of each Lender to
make Loans and any obligation of a L/C Issuer to make L/C Credit Extensions
shall automatically terminate, the unpaid principal amount of all outstanding
Loans and all interest and other amounts as aforesaid shall automatically become
due and payable, and the obligation of the Borrower to Cash Collateralize the
L/C Obligations as aforesaid shall automatically become effective, in each case
without further act of the Administrative Agent or any Lender.

      8.03 APPLICATION OF PROCEEDS. After the exercise of remedies provided for
in Section 8.02 (or after the Loans have automatically become immediately due
and payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in the proviso to Section 8.02), any amounts
received on account of the Obligations shall be applied by the Administrative
Agent in the following order:

            First, to payment of that portion of the Obligations constituting
      fees, indemnities, expenses and other amounts (including Attorney Costs
      and amounts payable under Article III) payable to the Administrative Agent
      in its capacity as such;

            Second, to payment of that portion of the Obligations constituting
      fees, indemnities and other amounts (other than principal and interest)
      payable to the Lenders (including Attorney Costs and amounts payable under
      Article III), ratably among them in proportion to the amounts described in
      this clause Second payable to them;

            Third, to payment of that portion of the Obligations constituting
      accrued and unpaid interest on the Loans and L/C Borrowings, ratably among
      the Lenders in proportion to the respective amounts described in this
      clause Third payable to them;

            Fourth, to payment of that portion of the Obligations constituting
      unpaid principal of the Loans and L/C Borrowings in proportion to the
      respective amounts described in this clause Fourth held by them;

            Fifth, to the Administrative Agent for the account of any applicable
      L/C Issuer, to Cash Collateralize that portion of L/C Obligations
      comprised of the aggregate undrawn amount of Letters of Credit;

            Sixth, to payment of Interest Rate Protection Obligations, ratably
      among the Guarantied Parties (as defined in the Guaranty) in proportion to
      the respective amounts described in this clause Sixth held by them; and

                                       67


            Last, the balance, if any, after all of the Obligations have been
      indefeasibly paid in full, to the Borrower or as otherwise required by
      Law.

Subject to Section 2.04(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
other Obligations, if any, in the order set forth above.

                                  ARTICLE IX.
                              ADMINISTRATIVE AGENT

      9.01 APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.

      (a) Each Lender hereby irrevocably appoints, designates and authorizes the
Administrative Agent to take such action on its behalf under the provisions of
this Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Loan Document, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term "agent" herein and in the other Loan Documents with
reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable law. Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship between
independent contracting parties.

      (b) Each L/C Issuer shall act on behalf of the Lenders with respect to any
Letters of Credit issued by it and the documents associated therewith until such
time (and except for so long) as the Administrative Agent may agree at the
request of the Required Lenders to act for such L/C Issuer with respect thereto;
provided, however, that each L/C Issuer shall have all of the benefits and
immunities (i) provided to the Administrative Agent in this Article IX with
respect to any acts taken or omissions suffered by each such L/C Issuer in
connection with Letters of Credit issued by it or proposed to be issued by it
and the application and agreements for letters of credit pertaining to the
Letters of Credit as fully as if the term "Administrative Agent" as used in this
Article IX included each L/C Issuer with respect to such acts or omissions, and
(ii) as additionally provided herein with respect to each L/C Issuer.

      9.02 DELEGATION OF DUTIES. The Administrative Agent may execute any of its
duties under this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel
(including counsel to any Loan Party) and other consultants or experts
concerning all matters pertaining to such duties. The

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Administrative Agent shall not be responsible for the negligence or misconduct
of any agent or attorney-in-fact that it selects in the absence of gross
negligence or willful misconduct.

      9.03 LIABILITY OF ADMINISTRATIVE AGENT. No Agent-Related Person shall (a)
be liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct
in connection with its duties expressly set forth herein), or (b) be responsible
in any manner to any Lender or participant for any recital, statement,
representation or warranty made by any Loan Party or any officer thereof,
contained herein or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other
Loan Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document, or for any failure of
any Loan Party or any other party to any Loan Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any
obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of any Loan Party or any Affiliate thereof.

      9.04 RELIANCE BY ADMINISTRATIVE AGENT.

      (a) The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram,
facsimile, electronic mail, telex or telephone message, statement or other
document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons, and upon advice and
statements of legal counsel (including counsel to any Loan Party), independent
accountants and other experts selected by the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under any Loan Document unless it shall first receive such advice or
concurrence of the Required Lenders as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement or any other Loan Document in accordance with a request or
consent of the Required Lenders or all the Lenders, if required hereunder, and
such request and any action taken or failure to act pursuant thereto shall be
binding upon all the Lenders and participants. Where this Agreement expressly
permits or prohibits an action unless the Required Lenders otherwise determine,
the Administrative Agent shall, and in all other instances, the Administrative
Agent may, but shall not be required to, initiate any solicitation for the
consent or a vote of the Lenders.

      (b) For purposes of determining compliance with the conditions specified
in Section 4.01 hereof, each Lender that has signed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Administrative Agent to such Lender
for consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender.

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      9.05 NOTICE OF DEFAULT. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Administrative Agent for the account of the Lenders,
unless the Administrative Agent shall have received written notice from a Lender
or the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." The
Administrative Agent will notify the Lenders of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be directed by the Required Lenders in accordance with
Article VIII; provided, however, that unless and until the Administrative Agent
has received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable or in the best
interest of the Lenders.

      9.06 CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE AGENT.
Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereinafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Loan Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries, and all
applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrower hereunder. Each Lender also represents that it
will, independently and without reliance upon any Agent-Related Person and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and the other Loan Parties. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Administrative Agent herein, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any of the Loan Parties or any of
their respective Affiliates which may come into the possession of any
Agent-Related Person.

      9.07 INDEMNIFICATION OF ADMINISTRATIVE AGENT. WHETHER OR NOT THE
TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED, THE LENDERS SHALL INDEMNIFY
UPON DEMAND EACH AGENT-RELATED PERSON (TO THE EXTENT NOT REIMBURSED BY OR ON
BEHALF OF ANY LOAN PARTY AND WITHOUT LIMITING THE OBLIGATION OF ANY LOAN PARTY
TO DO SO), PRO RATA, AND HOLD HARMLESS EACH AGENT-RELATED PERSON FROM AND
AGAINST ANY AND ALL INDEMNIFIED LIABILITIES INCURRED BY IT (WHETHER

                                       70


OR NOT ARISING OUT OF THE NEGLIGENCE OF SUCH AGENT-RELATED PERSON); PROVIDED,
HOWEVER, THAT NO LENDER SHALL BE LIABLE FOR THE PAYMENT TO ANY AGENT-RELATED
PERSON OF ANY PORTION OF SUCH INDEMNIFIED LIABILITIES RESULTING FROM SUCH
PERSON'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; PROVIDED, HOWEVER, THAT NO
ACTION TAKEN IN ACCORDANCE WITH THE DIRECTIONS OF THE REQUIRED LENDERS SHALL BE
DEEMED TO CONSTITUTE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT FOR PURPOSES OF THIS
SECTION. WITHOUT LIMITATION OF THE FOREGOING, EACH LENDER SHALL REIMBURSE THE
ADMINISTRATIVE AGENT UPON DEMAND FOR ITS RATABLE SHARE OF ANY COSTS OR
OUT-OF-POCKET EXPENSES (INCLUDING ATTORNEY COSTS) INCURRED BY THE ADMINISTRATIVE
AGENT IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION,
MODIFICATION, AMENDMENT OR ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL
PROCEEDINGS OR OTHERWISE) OF, OR LEGAL ADVICE IN RESPECT OF RIGHTS OR
RESPONSIBILITIES UNDER, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR ANY DOCUMENT
CONTEMPLATED BY OR REFERRED TO HEREIN, TO THE EXTENT THAT THE ADMINISTRATIVE
AGENT IS NOT REIMBURSED FOR SUCH EXPENSES BY OR ON BEHALF OF THE BORROWER. THE
UNDERTAKING IN THIS SECTION SHALL SURVIVE TERMINATION OF THE REVOLVING
COMMITMENTS, THE PAYMENT OF ALL OBLIGATIONS HEREUNDER AND THE RESIGNATION OR
REPLACEMENT OF THE ADMINISTRATIVE AGENT. THE FOREGOING INDEMNITY SHALL APPLY TO
THE NEGLIGENCE OF THE AGENT-RELATED PERSON (BUT NOT THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE AGENT-RELATED PERSON).

      9.08 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. The Administrative
Agent, acting in any capacity other than pursuant to this Agreement, and its
Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from, acquire equity interests in and generally engage in any kind of
banking, trust, financial advisory, underwriting or other business with each of
the Loan Parties and their respective Affiliates as though it were not the
Administrative Agent or one of the L/C Issuers hereunder and without notice to
or consent of the Lenders. The Lenders acknowledge that, pursuant to such
activities, the Administrative Agent, acting in any capacity other than pursuant
to this Agreement, or its Affiliates may receive information regarding any Loan
Party or its Affiliates (including information that may be subject to
confidentiality obligations in favor of such Loan Party or such Affiliate) and
acknowledge that the Administrative Agent shall be under no obligation to
provide such information to them. With respect to its Loans, the Administrative
Agent, acting in its capacity as a Lender, shall have the same rights and powers
under this Agreement as any other Lender and may exercise such rights and powers
as though it were not the Administrative Agent or one of the L/C Issuers, and
the terms "Lender" and "Lenders" include the Administrative Agent in its
individual capacity.

      9.09 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent (i) may
resign as Administrative Agent upon 30 days' notice to the Lenders and the
Borrower and (ii) if the Administrative Agent, acting in its capacity as a
Lender, assigns all of its Revolving Commitments and Loans pursuant to Section
10.07(b), shall resign upon receiving a written request therefor from the
Borrower, with such resignation to be effectuated by the Administrative Agent
sending 30 days advance notice of such resignation to the Borrower and the
Lenders, such

                                       71


resignation notice to be delivered by the Administrative Agent to
the Borrower and the Lenders upon the Administrative Agent's receipt of the
above-described written notice from the Borrower requesting such resignation. If
the Administrative Agent resigns under this Agreement, the Required Lenders
shall appoint from among the Lenders a successor administrative agent for the
Lenders which successor administrative agent shall require the consent of the
Borrower at all times other than during the existence of an Event of Default
(which consent of the Borrower shall not be unreasonably withheld or delayed).
If no successor administrative agent is appointed prior to the effective date of
the resignation of the Administrative Agent, the Administrative Agent may
appoint, after consulting with the Lenders and the Borrower, a successor
administrative agent from among the Lenders. Upon the acceptance of its
appointment as successor administrative agent hereunder, such successor
administrative agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent and the term "Administrative Agent" shall mean
such successor administrative agent, and the retiring Administrative Agent's
appointment, powers and duties as Administrative Agent shall be terminated.
After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article IX and Sections 10.04 and
10.05 hereof shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this Agreement. If no
successor administrative agent has accepted appointment as Administrative Agent
by the date which is 30 days following a retiring Administrative Agent's notice
of resignation, the retiring Administrative Agent's resignation shall
nevertheless thereupon become effective and the Lenders shall perform all of the
duties of the Administrative Agent hereunder until such time, if any, as the
Required Lenders appoint a successor agent as provided for above.

      Any resignation by an Administrative Agent pursuant to this Section shall
also constitute its resignation as an L/C Issuer and Swing Line Lender. Upon the
acceptance of a successor's appointment as Administrative Agent hereunder, (a)
such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender,
(b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all
of their respective duties and obligations hereunder or under the other Loan
Documents, and (c) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such
succession or make other arrangement satisfactory to the retiring L/C Issuer to
effectively assume the obligations of the retiring L/C Issuer with respect to
such Letters of Credit.

      9.10 GUARANTY MATTERS. The Lenders irrevocably authorize the
Administrative Agent, at its option and in its discretion, to release any
Guarantor from its obligations under the Guaranty if such Person ceases to be a
Subsidiary as a result of a transaction permitted hereunder. Upon request by the
Administrative Agent at any time, the Required Lenders will confirm in writing
the Administrative Agent's authority to release any Guarantor from its
obligations under the Guaranty pursuant to this Section 9.10.

      9.11 ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the

                                       72


Administrative Agent shall have made any demand on the Borrower)
shall be entitled and empowered, by intervention in such proceeding or otherwise

      (a) to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans, L/C Obligations and all other
Obligations that are owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of the Lenders and the
Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders and the Administrative Agent
and their respective agents and counsel and all other amounts due the Lenders
and the Administrative Agent under Sections 2.03(i) and (j), 2.09 and 10.04)
allowed in such judicial proceedings; and

      (b) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.09 and 10.04 hereof.

      9.12 RELATED OBLIGATIONS. The benefit of the Loan Documents and of the
provisions of this Agreement and the Guaranty shall extend to and be available
in respect of any obligation arising under any Affiliated IRP Agreement or that
is otherwise owed to Persons other than the Administrative Agent and the Lenders
pursuant to the Loan Documents or the Affiliated IRP Agreements (collectively,
"Related Obligations") solely on the condition and understanding, as among the
Administrative Agent and the Lenders, that (a) the Related Obligations shall be
entitled to the benefit of the Loan Documents to the extent expressly set forth
in this Agreement and the other Loan Documents and to such extent the
Administrative Agent shall hold, and have the right and power to act with
respect to, the Guaranty on behalf and as agent for the holders of the Related
Obligations, but the Administrative Agent is otherwise acting solely as agent
for the Lenders and shall have no fiduciary duty, duty of loyalty, duty of care,
duty of disclosure or other obligation whatsoever to any holder of Related
Obligations; (b) all matters, acts and omissions relating in any manner to the
Guaranty shall be governed solely by the provisions of this Agreement and the
Guaranty and no separate Lien, right, power or remedy shall arise or exist in
favor of any Guarantied Party (as defined in the Guaranty) under any separate
instrument or agreement or in respect of any Related Obligation; (c) each
Guarantied Party shall be bound by all actions taken or omitted, in accordance
with the terms of this Agreement and the Guaranty, by the Administrative Agent
and the Required Lenders, each of whom shall be entitled to act at its sole
discretion and exclusively in its own interest given its own Revolving
Commitment and its own interest in the Loans, L/C Obligations and other
Obligations to it arising under this Agreement or the other Loan Documents,
without any duty or liability to any other Guarantied Party or as to any Related
Obligation and without regard to whether any Related Obligation remains
outstanding or is otherwise affected or put in jeopardy thereby; (d) no holder
of Related Obligations and no other Guarantied Party (except the Administrative
Agent and the Lenders, to

                                       73


the extent set forth in this Agreement) shall have any right to be notified of,
or to direct, require or be heard with respect to, any action taken or omitted
under this Agreement or the other Loan Documents; and (e) no holder of any
Related Obligation shall exercise any right of setoff, banker's lien or similar
right, except as expressly provided in Section 10.09 hereof.

      9.13 OTHER AGENTS; ARRANGERS AND MANAGERS. None of the Lenders or other
Persons identified on the facing page or signature pages of this Agreement as a
"syndication agent," "documentation agent," "co-agent," "book manager," "lead
manager," "arranger, " "lead arranger" or "co-arranger" shall have any right,
power, obligation, liability, responsibility or duty under this Agreement other
than, in the case of such Lenders, those applicable to all Lenders as such.
Without limiting the foregoing none of the Lenders or other Persons so
identified shall have or be deemed to have any fiduciary relationship with any
Lender. Each Lender acknowledges that it has not relied, and will not rely, on
any of the Lenders or other Persons so identified in deciding to enter into this
Agreement or in taking or not taking action hereunder.

                                   ARTICLE X.
                                  MISCELLANEOUS

      10.01 AMENDMENTS, ETC. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the
Borrower or any other Loan Party therefrom, shall be effective unless in writing
signed by the Required Lenders and the Borrower or the applicable Loan Party, as
the case may be, and acknowledged by the Administrative Agent, and each such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such amendment,
waiver or consent shall:

      (a) extend or increase the Revolving Commitment of any Lender (or
reinstate any Revolving Commitment terminated pursuant to Section 8.02 hereof)
or subject the Lenders to any additional obligations, without the written
consent of such Lender;

      (b) postpone any scheduled date fixed by this Agreement or any other Loan
Document for any payment (excluding mandatory prepayments) of principal,
interest, fees or other amounts due to the Lenders (or any of them) hereunder or
under any other Loan Document or waive any Event of Default occurring pursuant
to Section 8.01(a) hereof, without the written consent of each Lender directly
affected thereby;

      (c) reduce or subordinate the principal of, or the rate of interest
specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of
the proviso below) any fees or other amounts payable hereunder or under any
other Loan Document, or change the manner of computation of the Leverage Ratio
(including any change in any defined terms used therein) that would result in a
reduction of any interest rate on any Loan or fee payable hereunder, without the
written consent of each Lender directly affected thereby;

      (d) change the percentage of the Aggregate Revolving Commitments or of the
aggregate unpaid principal amount of the Loans and L/C Obligations which is
required for the Lenders or any of them to take any action hereunder, without
the written consent of each Lender;

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      (e) change the Pro Rata Share or Voting Percentage of any Lender, without
the written consent of each Lender;

      (f) amend this Section, or any provision herein providing for consent or
other action by all the Lenders, without the written consent of each Lender; or

      (g) release any Guarantor from any Guaranty or subordinate any obligation
of any Guarantor under any Guaranty, except as otherwise provided in Section
9.10 hereof, without the written consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by each L/C Issuer in addition to the Required Lenders or all
the Lenders, as the case may be, affect the rights or duties of such L/C Issuer
under this Agreement or any Letter of Credit Application relating to any Letter
of Credit issued or to be issued by it; (ii) no amendment, waiver or consent
shall, unless in writing and signed by the Swing Line Lender in addition to the
Required Lenders or all the Lenders, as the case may be, affect the rights or
duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver
or consent shall, unless in writing and signed by the Administrative Agent in
addition to the Required Lenders or all the Lenders, as the case may be, affect
the rights or duties of the Administrative Agent under this Agreement or any
other Loan Document; and (iv) no Agent Fee Letter may be amended, or rights or
privileges thereunder waived, except in a writing executed by the parties to
such Agent Fee Letter. Notwithstanding anything to the contrary herein, any
Lender that has failed to fund any portion of the Loans, participations in L/C
Obligations or participations in Swing Line Loans required to be funded by it
hereunder shall not have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that the Pro Rata Share of such Lender may
not be increased without the consent of such Lender.

      10.02 NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

      (a) General. Unless otherwise expressly provided herein, all notices and
other communications provided for hereunder shall be in writing (including by
facsimile transmission) and mailed, faxed or delivered, to the address,
facsimile number or (subject to subsection (c) below) electronic mail address
specified for notices on Schedule 10.02; or, in the case of the Borrower, the
Administrative Agent, each L/C Issuer or the Swing Line Lender, to such other
address as shall be designated by such party in a notice to the other parties,
and in the case of any other party, to such other address as shall be designated
by such party in a notice to the Borrower, the Administrative Agent, each L/C
Issuer and the Swing Line Lender. All such notices and other communications
shall be deemed to be given or made upon the earlier to occur of (i) actual
receipt by the intended recipient and (ii) (A) if delivered by hand or by
courier, when signed for by the intended recipient; (B) if delivered by
certified mail, three Business Days after deposit in the mails, postage prepaid
for certified delivery with return receipt requested; (C) if delivered by
facsimile, when sent and receipt has been confirmed by telephone; and (D) if
delivered by electronic mail (which form of delivery is subject to the
provisions of subsection (c) below), when delivered; provided, however, that
notices and other communications to the Administrative Agent, each L/C Issuer
and the Swing Line Lender pursuant to Article II shall not be effective until
actually received by such Person. Any notice or other communication permitted to
be given, made or

                                       75


confirmed by telephone hereunder shall be given, made or confirmed by means of a
telephone call to the intended recipient at the number specified on Schedule
10.02, it being understood and agreed that a voicemail message shall in no event
be effective as a notice, communication or confirmation hereunder.

      (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents
may be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually-signed originals and shall be binding on all Loan
Parties, the Administrative Agent and the Lenders. The Administrative Agent may
also require that any such documents and signatures be confirmed by a
manually-signed original thereof; provided, however, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile document
or signature.

      (c) Other Communications. Notwithstanding anything in this Section 10.02
or elsewhere in this Agreement to the contrary, the Borrower agrees that the
Administrative Agent may make any material delivered by the Borrower to the
Administrative Agent, as well as any amendments, waivers, consents, and other
written information, documents, instruments and other materials relating to the
Borrower, any of its Subsidiaries, or any other materials or matters relating to
this Agreement, the Notes or any of the transactions contemplated hereby
(collectively, the "Communications") available to the Lenders by posting such
notices on an electronic delivery system (which may be provided by the
Administrative Agent, an Affiliate of the Administrative Agent, or any Person
that is not an Affiliate of the Administrative Agent), such as IntraLinks, or a
substantially similar electronic system (the "Platform"). The Borrower
acknowledges that (i) the distribution of material through an electronic medium
is not necessarily secure and that there are confidentiality and other risks
associated with such distribution, (ii) the Platform is provided "as is" and "as
available" and (iii) neither the Administrative Agent nor any of its Affiliates
warrants the accuracy, completeness, timeliness, sufficiency, or sequencing of
the Communications posted on the Platform. The Administrative Agent and its
Affiliates expressly disclaim with respect to the Platform any liability for
errors in transmission, incorrect or incomplete downloading, delays in posting
or delivery, or problems accessing the Communications posted on the Platform and
any liability for any losses, costs, expenses or liabilities that may be
suffered or incurred in connection with the Platform. No warranty of any kind,
express, implied or statutory, including, without limitation, any warranty of
merchantability, fitness for a particular purpose, non-infringement of third
party rights or freedom from viruses or other code defects, is made by the
Administrative Agent or any of its Affiliates in connection with the Platform.
Each Lender agrees that notice to it (as provided in the next sentence) (a
"Notice") specifying that any Communication has been posted to the Platform
shall for purposes of this Agreement constitute effective delivery to such
Lender of such information, documents or other materials comprising such
Communication. Each Lender agrees (i) to notify, on or before the date such
Lender becomes a party to this Agreement, the Administrative Agent in writing of
such Lender's e-mail address to which a Notice may be sent (and from time to
time thereafter to ensure that the Agent has on record an effective e-mail
address for such Lender) and (ii) that any Notice may be sent to such e-mail
address.

      (d) Reliance by Administrative Agent and Lenders. The Administrative Agent
and the Lenders shall be entitled to rely and act upon any notices (including
telephonic or electronically mailed Revolving Loan Notices and Swing Line Loan
Notices) purportedly given by or on behalf of the Borrower even if (i) such
notices were not made in a manner specified

                                       76


herein, were incomplete or were not preceded or followed by any other form of
notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof. The Borrower shall indemnify
each Agent-Related Person and each Lender from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of the Borrower. All telephonic or
electronically mailed notices to and other communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of
the parties hereto hereby consents to such recording.

      10.03 NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein or therein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.

      10.04 ATTORNEY COSTS, EXPENSES AND TAXES. The Borrower agrees (a) to pay
or reimburse the Administrative Agent for all reasonable costs and expenses
incurred in connection with the development, preparation, negotiation and
execution of this Agreement and the other Loan Documents and any amendment,
waiver, consent or other modification of the provisions hereof and thereof
(whether or not the transactions contemplated hereby or thereby are
consummated), and the consummation and administration of the transactions
contemplated hereby and thereby, including all Attorney Costs, (b) to pay or
reimburse the Administrative Agent for all reasonable costs and expenses
incurred in connection with the enforcement, attempted enforcement, or
preservation of any rights or remedies under this Agreement or the other Loan
Documents (including all such costs and expenses incurred during any "workout"
or restructuring in respect of the Obligations and during any legal proceeding,
including any proceeding under any Debtor Relief Law), including all Attorney
Costs, and (c) to pay or reimburse each Lender for all reasonable costs and
expenses incurred after an Event of Default in connection with the enforcement,
attempted enforcement, or preservation of any rights or remedies under this
Agreement or the other Loan Documents (including all such costs and expenses
incurred during any "workout" or restructuring in respect of the Obligations and
during any legal proceeding, including any proceeding under any Debtor Relief
Law), including all Attorney Costs. The foregoing costs and expenses shall
include all reasonable search, filing, recording, title insurance and appraisal
charges and fees and taxes related thereto, and other reasonable out-of-pocket
expenses incurred by the Administrative Agent and the reasonable cost of
independent public accountants and other outside experts retained by the
Administrative Agent or any Lender. The agreements in this Section shall survive
the termination of the Revolving Commitments and repayment of all the other
Obligations.

      10.05 INDEMNIFICATION BY THE BORROWER.

      (a) WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED,
THE BORROWER AGREES TO INDEMNIFY, SAVE AND HOLD HARMLESS EACH AGENT-RELATED
PERSON, EACH LENDER AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS,
EMPLOYEES, COUNSEL, AGENTS AND ATTORNEYS-IN-FACT (COLLECTIVELY THE
"INDEMNITEES") FROM AND

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AGAINST: (a) ANY AND ALL CLAIMS, DEMANDS, ACTIONS OR CAUSES OF ACTION THAT MAY
AT ANY TIME (INCLUDING AT ANY TIME FOLLOWING REPAYMENT OF THE OBLIGATIONS AND
THE RESIGNATION OR REMOVAL OF THE ADMINISTRATIVE AGENT OR THE REPLACEMENT OF ANY
LENDER) BE ASSERTED OR IMPOSED AGAINST ANY INDEMNITEE, ARISING OUT OF, OR IN ANY
WAY CONNECTED WITH, OR AS A RESULT OF (1) THE EXECUTION OR PERFORMANCE OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, (2) ANY VIOLATION BY THE BORROWER OR ANY
OF ITS SUBSIDIARIES OR ANY AFFILIATES OF ANY LAWS, INCLUDING WITHOUT LIMITATION
ENVIRONMENTAL LAWS, OR ANY ENVIRONMENTAL CLAIM AGAINST ANY INDEMNITEE, (3) ANY
FAILURE BY THE BORROWER OR ANY OF ITS SUBSIDIARIES TO COMPLY WITH ANY COVENANT
OR AGREEMENT CONTAINED IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, (4) ANY
MISREPRESENTATION BY THE BORROWER OR ITS SUBSIDIARIES UNDER THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENTS OR (5) THE USE OR CONTEMPLATED USE OF THE PROCEEDS OF
ANY CREDIT EXTENSION; (b) ANY ADMINISTRATIVE OR INVESTIGATIVE PROCEEDING BY ANY
GOVERNMENTAL AUTHORITY ARISING OUT OF OR RELATED TO A CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION DESCRIBED IN SUBSECTION (a) ABOVE; AND (c) ANY AND ALL
LIABILITIES (INCLUDING LIABILITIES UNDER INDEMNITIES), LOSSES, COSTS OR EXPENSES
(INCLUDING ATTORNEY COSTS) THAT ANY INDEMNITEE SUFFERS OR INCURS AS A RESULT OF
THE ASSERTION OF ANY FOREGOING CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR
PROCEEDING, OR AS A RESULT OF THE PREPARATION OF ANY DEFENSE IN CONNECTION WITH
ANY FOREGOING CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING, IN ALL
CASES, WHETHER OR NOT ARISING OUT OF THE NEGLIGENCE OF AN INDEMNITEE, AND,
WHETHER OR NOT AN INDEMNITEE IS A PARTY TO SUCH CLAIM, DEMAND, ACTION, CAUSE OF
ACTION OR PROCEEDING (ALL THE FOREGOING, COLLECTIVELY, THE "INDEMNIFIED
LIABILITIES"); PROVIDED THAT NO INDEMNITEE SHALL BE ENTITLED TO INDEMNIFICATION
FOR (i) ANY CLAIM CAUSED BY ITS OWN GROSS NEGLIGENCE, BAD FAITH OR WILLFUL
MISCONDUCT, AS FINALLY JUDICIALLY DETERMINED BY A COURT OF COMPETENT
JURISDICTION OR (ii) FOR ANY LOSS ASSERTED AGAINST IT BY ANOTHER INDEMNITEE. THE
FOREGOING INDEMNITY SHALL APPLY TO THE NEGLIGENCE OF THE INDEMNITEE (BUT NOT THE
GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF THE INDEMNITEE). THE
AGREEMENTS IN THIS SECTION SHALL SURVIVE THE TERMINATION OF THE REVOLVING
COMMITMENTS AND REPAYMENT OF ALL THE OTHER OBLIGATIONS.

      (b) EACH INDEMNITEE AGREES WITH RESPECT TO ANY ACTION AGAINST IT IN
RESPECT OF WHICH INDEMNITY MAY BE SOUGHT UNDER THIS SECTION 10.05, THAT SUCH
INDEMNITEE WILL GIVE WRITTEN NOTICE OF THE COMMENCEMENT OF SUCH ACTION TO THE
BORROWER WITHIN A REASONABLE TIME AFTER SUCH INDEMNITEE IS MADE A PARTY TO SUCH
ACTION. UPON RECEIPT OF ANY SUCH NOTICE BY THE BORROWER, THE BORROWER, UNLESS
SUCH INDEMNITEE SHALL BE ADVISED BY ITS COUNSEL THAT THERE ARE OR MAY BE LEGAL
DEFENSES AVAILABLE TO SUCH INDEMNITEE THAT ARE

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DIFFERENT FROM, IN ADDITION TO, OR IN CONFLICT WITH, THE DEFENSES AVAILABLE TO
THE BORROWER, MAY PARTICIPATE WITH THE INDEMNITEE IN THE DEFENSE OF SUCH
INDEMNIFIED MATTER, INCLUDING THE EMPLOYMENT OF COUNSEL CONSENTED TO BY SUCH
INDEMNITEE (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD); PROVIDED,
HOWEVER, NOTHING PROVIDED HEREIN SHALL (i) ENTITLE THE BORROWER TO ASSUME THE
DEFENSE OF SUCH INDEMNIFIED MATTER OR (ii) REQUIRE THE CONSENT OF THE BORROWER
FOR ANY SETTLEMENT OR ACTION IN RESPECT OF SUCH INDEMNIFIED MATTER, ALTHOUGH
EACH INDEMNITEE AGREES TO CONFER AND CONSULT WITH THE BORROWER BEFORE MAKING ANY
SETTLEMENT OF SUCH INDEMNIFIED MATTER.

      10.06 PAYMENTS SET ASIDE. To the extent that the Borrower makes a payment
to the Administrative Agent or any Lender, or the Administrative Agent or any
Lender exercises its right of set-off, and such payment or the proceeds of such
set-off or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
each Lender severally agrees to pay to the Administrative Agent upon demand its
applicable share of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time to
time in effect.

      10.07 SUCCESSORS AND ASSIGNS.

      (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
each Lender (and any attempted assignment or transfer by the Borrower without
such consent shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, the Indemnitees) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

      (b) Any Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Revolving Commitment and the Loans (including for purposes of
this subsection (b), participations in L/C Obligations and in Swing Line Loans)
at the time owing to it); provided that (i) except in the case of an assignment
of the entire remaining amount of the assigning Lender's Revolving Commitment
and the Loans at the time owing to it or in the case of an assignment to a
Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender,
the aggregate amount of the Revolving Commitment (which for this purpose
includes Loans outstanding thereunder) subject to each such assignment,
determined as of the date the Assignment and Acceptance with

                                       79


respect to such assignment is delivered to the Administrative Agent, shall not
be less than $5,000,000 unless each of the Administrative Agent and, so long as
no Event of Default has occurred and is continuing, the Borrower otherwise
consents (each such consent not to be unreasonably withheld or delayed), (ii)
each partial assignment shall be made as an assignment of a proportionate part
of all the assigning Lender's rights and obligations under this Agreement with
respect to the Loans or the Revolving Commitments assigned, except that this
clause (ii) shall not apply to rights in respect of outstanding Swing Line
Loans, (iii) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a processing
and recordation fee of $3,500 (provided no such fee shall be required for an
assignment to an Affiliate of a Lender) and (iv) in the case of an assignment to
an Affiliate of a Lender or to an Approved Fund, the assigning Lender shall
ensure that all of the Borrower's dealings with the assignee shall be conducted
through the same Lender. Subject to acceptance and recording thereof by the
Administrative Agent pursuant to subsection (c) of this Section, from and after
the effective date specified in each Assignment and Acceptance, the Eligible
Assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Acceptance, be released
from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 3.07 (which accrued to such Lender
prior to such assignment), 10.04 and 10.05 hereof). Upon request and at no
expense to the Borrower, the Borrower shall execute and deliver new or
replacement Notes to the assigning Lender and the assignee Lender. Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this subsection shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with subsection (d) of this Section.

      (c) The Administrative Agent, acting solely for this purpose as an agent
of the Borrower, shall maintain at the Administrative Agent's Office a copy of
each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Revolving
Commitments of, and principal amount of the Loans and L/C Obligations owing to,
each Lender pursuant to the terms hereof from time to time (the "Register"). The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.

      (d) Any Lender may, without the consent of, or notice to, the Borrower or
the Administrative Agent, sell participations to one or more banks or other
entities (a "Participant") in all or a portion of such Lender's rights and/or
obligations under this Agreement (including all or a portion of its Revolving
Commitments and/or the Loans (including such Lender's participations in L/C
Obligations and/or Swing Line Loans) owing to it); provided that (i) such
Lender's obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the

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Borrower, the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
that would (i) postpone any date upon which any payment of money is scheduled to
be paid to such Participant, (ii) reduce the principal, interest, fees or other
amounts payable to such Participant, or (iii) release any Guarantor from the
Guaranty except as permitted under Section 9.10. Subject to subsection (e) of
this Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 hereof to the same extent as if it were
a Lender and had acquired its interest by assignment pursuant to subsection (b)
of this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 10.09 hereof as though it were a Lender,
provided such Participant agrees to be subject to Section 2.13 hereof as though
it were a Lender.

      (e) A Participant shall not be entitled to receive any greater payment
under Section 3.01, 3.02 or 3.04 hereof than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Borrower's prior written consent. A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the benefits of Section 3.01
hereof unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrower, to
comply with Section 10.15 hereof as though it were a Lender.

      (f) Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement (including under its Notes, if
any) to secure obligations of such Lender, including any pledge or assignment to
secure obligations to a Federal Reserve Bank, without the requirement for notice
to or consent of any Person or the payment of any fee; provided that no such
pledge or assignment shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

      (g) As used herein, the following terms have the following meanings:

      "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; (c)
      an Approved Fund; and (d) any other Person (other than a natural person)
      approved by the Administrative Agent, each L/C Issuer, the Swing Line
      Lender and, unless (x) such Person is taking delivery of an assignment in
      connection with physical settlement of a credit derivative transaction or
      (y) an Event of Default has occurred and is continuing, the Borrower (each
      such approval not to be unreasonably withheld or delayed).

      "Fund" means any Person (other than a natural person) that is (or will be)
      engaged in making, purchasing, holding or otherwise investing in
      commercial loans and similar extensions of credit in the ordinary course
      of its business.

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      "Approved Fund" means any Fund that is administered or managed by (a) a
      Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of
      an entity that administers or manages a Lender.

      (h) Notwithstanding anything to the contrary contained herein, if at any
time the Administrative Agent, acting in its capacity as a Lender, assigns all
of its Revolving Commitment and Loans pursuant to subsection (b) above, the
Administrative Agent may, and shall if requested by the Borrower, (i) upon 30
days' notice to the Borrower and the Lenders, resign as a L/C Issuer and/or (ii)
upon five Business Days' notice to the Borrower and the Lenders, terminate the
Swing Line. In the event of any such termination of the Swing Line, the Borrower
shall be entitled to appoint from among the Lenders a successor Swing Line
Lender hereunder and upon acceptance of such appointment the Swing Line shall
automatically be reinstated and such appointed Lender shall automatically assume
all the rights and obligations of the Swing Line Lender hereunder; provided,
however, that no failure by the Borrower to appoint any such successor shall
affect the termination of the Swing Line, as the case may be. The resigning L/C
Issuer shall retain all the rights and obligations of a L/C Issuer hereunder
with respect to all Letters of Credit issued by it that are outstanding as of
the effective date of its resignation as a L/C Issuer and all L/C Obligations
with respect thereto (including the right to require the Lenders to make Base
Rate Loans or fund participations in Unreimbursed Amounts pursuant to Section
2.03(c) hereof); provided that a successor L/C Issuer shall issue letters of
credit in substitution for the Letters of Credit, if any, outstanding at the
time of such resignation or make other arrangement satisfactory to the retiring
L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with
respect to such Letters of Credit. If the resigning Administrative Agent, acting
in its capacity as a Swing Line Lender, terminates its Swing Line, it shall
retain all the rights of the Swing Line Lender provided for hereunder with
respect to Swing Line Loans made by it and outstanding as of the effective date
of such termination, including the right to require the Lenders to make Base
Rate Loans or fund participations in outstanding Swing Line Loans pursuant to
Section 2.04(c) hereof.

      10.08 CONFIDENTIALITY. Each of the Administrative Agent and the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
required to keep such Information confidential) with respect to the monitoring
and administration of this Agreement or any other Loan Documents; (b) to the
extent required by any regulatory authority; (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process; (d)
to any other party to this Agreement; (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder; (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any Eligible
Assignee of or Participant in, or any prospective Eligible Assignee of or
Participant in, any of its rights or obligations under this Agreement or (ii)
any direct or indirect contractual counterparty or prospective counterparty (or
such contractual counterparty's or prospective counterparty's professional
advisor) to any credit derivative transaction relating to obligations of the
Borrower; (g) with the written consent of the Borrower; (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Administrative Agent or any Lender

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on a nonconfidential basis from a source other than the Borrower; or (i) only to
the extent required, to the National Association of Insurance Commissioners or
any other similar organization or any nationally recognized rating agency that
requires access to information about a Lender's or its Affiliates' investment
portfolio in connection with ratings issued with respect to such Lender or its
Affiliates. For the purposes of this Section, "Information" means all
information received from the Borrower relating to the Borrower, its Affiliates
or their respective businesses, other than any such information that is
available to the Administrative Agent or any Lender on a nonconfidential basis
prior to disclosure by the Borrower; provided that, in the case of information
received from the Borrower after the date hereof, such information is clearly
identified at the time of disclosure as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligations to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential Information.

      10.09 SET-OFF. In addition to any rights and remedies of the Lenders
provided by law, upon the occurrence and during the continuance of any Event of
Default, each Lender is authorized at any time and from time to time, without
prior notice to the Borrower or any other Loan Party, any such notice being
waived by the Borrower (on its own behalf and on behalf of each Loan Party) to
the fullest extent permitted by law, to set off and apply any and all deposits
(general or special (except trust and escrow accounts), time or demand,
provisional, final or otherwise) at any time held by, and other indebtedness at
any time owing by, such Lender to or for the credit or the account of the
respective Loan Parties against any and all Obligations owing to such Lender,
now or hereafter existing, irrespective of whether or not the Administrative
Agent or such Lender shall have made demand under this Agreement or any other
Loan Document and although such Obligations may be contingent or unmatured. Each
Lender agrees promptly to notify the Borrower and the Administrative Agent after
any such set-off and application made by such Lender; provided, however, that
the failure to give such notice shall not affect the validity of such set-off
and application.

      10.10 INTEREST RATE LIMITATION. Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the
Loan Documents shall not exceed the Highest Lawful Rate. If the Administrative
Agent or any Lender shall receive interest in an amount that exceeds the Highest
Lawful Rate, the excess interest shall be applied to the principal of the Loans
or, if it exceeds such unpaid principal, refunded to the Borrower. In
determining whether the interest contracted for, charged, or received by the
Administrative Agent or a Lender exceeds the Highest Lawful Rate, such Person
may, to the extent permitted by applicable Law, (a) characterize any payment
that is not principal as an expense, fee, or premium rather than interest, (b)
exclude voluntary prepayments and the effects thereof, and (c) amortize,
prorate, allocate, and spread in equal or unequal parts the total amount of
interest throughout the contemplated term of the Obligations.

      10.11 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. 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

                                       83


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.

      10.12 INTEGRATION. In the event of any conflict between the provisions of
this Agreement and those of any other Loan Document, the provisions of this
Agreement shall control; provided that the inclusion of supplemental rights or
remedies in favor of the Administrative Agent or the Lenders in any other Loan
Document shall not be deemed a conflict with this Agreement. Each Loan Document
was drafted with the joint participation of the respective parties thereto and
shall be construed neither against nor in favor of any party, but rather in
accordance with the fair meaning thereof.

      10.13 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default or Event of Default at the time of any Credit Extension, and shall
continue in full force and effect as long as any Loan or any other Obligation
shall remain unpaid or unsatisfied or any Letter of Credit shall remain
outstanding.

      10.14 SEVERABILITY. Any provision of this Agreement and the other Loan
Documents to which the Borrower is a party that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions thereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      10.15 FOREIGN LENDERS. Each Lender that is a "foreign corporation,
partnership or trust" within the meaning of the Code (a "Foreign Lender") shall
deliver to the Administrative Agent, prior to receipt of any payment subject to
withholding under the Code (or after accepting an assignment of an interest
herein), two duly signed completed copies of either IRS Form W-8BEN or any
successor thereto (relating to such Person and entitling it to an exemption
from, or reduction of, withholding tax on all payments to be made to such Person
by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor
thereto (relating to all payments to be made to such Person by the Borrower
pursuant to this Agreement) or such other evidence satisfactory to the Borrower
and the Administrative Agent that such Person is entitled to an exemption from,
or reduction of, U.S. withholding tax. Thereafter and from time to time, each
such Person shall (a) promptly submit to the Administrative Agent such
additional duly completed and signed copies of one of such forms (or such
successor forms as shall be adopted from time to time by the relevant United
States taxing authorities) as may then be available under then current United
States laws and regulations to avoid, or such evidence as is satisfactory to the
Borrower and the Administrative Agent of any available exemption from or
reduction of, United States withholding taxes in respect of all payments to be
made to such Person by the Borrower pursuant to this Agreement, (b) promptly
notify the Agent of any change in circumstances which

                                       84


would modify or render invalid any claimed exemption or reduction, and (c) take
such steps as shall not be materially disadvantageous to it, in the reasonable
judgment of such Lender, and as may be reasonably necessary (including the
re-designation of its Lending Office) to avoid any requirement of applicable
Laws that the Borrower make any deduction or withholding for taxes from amounts
payable to such Person. If such Person fails to deliver the above forms or other
documentation, then the Administrative Agent may withhold from any interest
payment to such Person an amount equivalent to the applicable withholding tax
imposed by Sections 1441 and 1442 of the Code, without reduction. If any
Governmental Authority asserts that the Administrative Agent did not properly
withhold any tax or other amount from payments made in respect of such Person,
such Person shall indemnify the Administrative Agent therefore, including all
penalties and interest, any taxes imposed by any jurisdiction on the amounts
payable to the Agent under this Section, and costs and expenses (including
Attorney Costs) of the Administrative Agent. The obligation of the Lenders under
this Section shall survive the payment of all Obligations and the resignation or
replacement of the Administrative Agent.

      10.16 REMOVAL AND REPLACEMENT OF LENDERS.

      (a) Under any circumstances set forth herein providing that the Borrower
shall have the right to remove or replace a Lender as a party to this Agreement,
the Borrower may, upon notice to such Lender and the Administrative Agent, (i)
remove such Lender by terminating such Lender's Revolving Commitments or (ii)
replace such Lender by causing such Lender to assign its Revolving Commitments
(without payment of any assignment fee) pursuant to Section 10.07(b) hereof to
one or more other Lenders or Eligible Assignees procured by the Borrower;
provided, however, that if the Borrower elects to exercise such right with
respect to any Lender pursuant to Section 3.06(b) hereof, it shall be obligated
to remove or replace, as the case may be, all Lenders that have made similar
requests for compensation pursuant to Section 3.01, 3.02 or 3.04 hereof. In such
event, the Borrower shall (x) pay in full all principal, interest, fees and
other amounts owing to such Lender through the date of termination or assignment
(including any amounts payable pursuant to Section 3.05 hereof), (y) provide
appropriate assurances and indemnities (which may include letters of credit) to
each L/C Issuer and the Swing Line Lender as each may reasonably require with
respect to any continuing obligation to purchase participation interests in any
L/C Obligations or any Swing Line Loans then outstanding, and (z) release such
Lender from its obligations under the Loan Documents. Any Lender being replaced
shall execute and deliver an Assignment and Acceptance with respect to such
Lender's Revolving Commitments and outstanding Credit Extensions. The
Administrative Agent shall distribute an amended Schedule 2.01, which shall be
deemed incorporated into this Agreement, to reflect changes in the identities of
the Lenders and adjustments of their respective Revolving Commitments and/or Pro
Rata Shares resulting from any such removal or replacement.

      (b) In order to make all the Lenders' interests in any outstanding Credit
Extensions ratable in accordance with any revised Pro Rata Shares after giving
effect to the removal or replacement of a Lender, the Borrower shall pay or
prepay, if necessary, on the effective date thereof, all outstanding Loans of
all Lenders, together with any amounts due under Section 3.05 hereof. The
Borrower may then request Loans from the Lenders in accordance with their
revised Pro Rata Shares. The Borrower may net any payments required hereunder
against any funds being provided by any Lender or Eligible Assignee replacing a
terminating Lender. The effect

                                       85


for purposes of this Agreement shall be the same as if separate transfers of
funds had been made with respect thereto.

      (c) This Section shall supersede any provision in Section 10.01 hereof to
the contrary.

      10.17 EXCEPTIONS TO COVENANTS. Neither the Borrower nor any Subsidiary
shall be deemed to be permitted to take any action or fail to take any action
which is permitted as an exception to any of the covenants contained herein or
which is within the permissible limits of any of the covenants contained herein
if such action or omission would result in the breach of any other covenant
contained herein.

      10.18 GOVERNING LAW.

      (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW 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.

      (b) The parties hereto agree that Chapter 346 (other than 346.004) of the
Texas Finance Code (which regulates certain revolving credit accounts and
revolving tri-party accounts) shall not apply to Loans under this Agreement.

      (c) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS SITTING
IN DALLAS COUNTY, TEXAS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF TEXAS (DALLAS DIVISION), AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF
THOSE COURTS. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY
WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN
DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE ADMINISTRATIVE
AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH
STATE.

      10.19 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM
WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER

                                       86


ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO
THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

      10.20 USA PATRIOT ACT NOTICE. Each Lender and the Administrative Agent
(for itself and not on behalf of any Lender) hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the "Act"), it is required to obtain,
verify and record information that identifies the Borrower, which information
includes the name and address of the Borrower and other information required by
the Act or any regulation promulgated pursuant to the Act that will allow such
Lender or the Administrative Agent, as applicable, to identify the Borrower in
accordance with the Act

      10.21 AMENDMENT, RESTATEMENT, EXTENSION, RENEWAL AND INCREASE. This
Agreement is an amendment, restatement, extension, renewal and increase of the
Existing Credit Agreement, and, as such, except for the "Obligations" as defined
in the Existing Credit Agreement (which shall survive to the extent renewed and
restated by the terms of this Agreement), all other terms and provisions of this
Agreement supersede in their entirety the Existing Credit Agreement.

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

                   REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

                                       87


      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                        CASH AMERICA INTERNATIONAL, INC.

                                        By: /s/ David J. Clay
                                            ----------------------------
                                            David J. Clay
                                            Vice President and Treasurer

                                       88


                                        WELLS FARGO BANK, NATIONAL
                                        ASSOCIATION, as Administrative Agent

                                        By: /s/ Daniel T. Brown
                                            --------------------------------
                                            Name: Daniel T. Brown
                                            --------------------------------
                                            Title: Vice President
                                            --------------------------------

                                        WELLS FARGO BANK, NATIONAL
                                        ASSOCIATION, as an L/C Issuer, a Lender
                                        and Swing Line Lender

                                        By: /s/ Daniel T. Brown
                                            --------------------------------
                                            Name: Daniel T. Brown
                                            --------------------------------
                                            Title: Vice President
                                            --------------------------------


                                       89


                                       JPMORGAN CHASE BANK, N.A., as Syndication
                                       Agent and a Lender

                                        By: /s/ Robert Humphreys
                                            --------------------------------
                                            Name: Robert Humphreys
                                            --------------------------------
                                            Title: Vice President
                                            --------------------------------


                                       90


                                        U. S. BANK NATIONAL ASSOCIATION, as a
                                        Co-Documentation Agent and a Lender

                                        By: /s/ John Holland
                                            --------------------------------
                                            Name: John Holland
                                            --------------------------------
                                            Title: Senior Vice President
                                            --------------------------------
                                       91


                                        KEYBANK NATIONAL ASSOCIATION, as a Co-
                                        Documentation Agent and a Lender

                                        By: /s/ Joanne Bramanti
                                            --------------------------------
                                            Name: Joanne Bramanti
                                            --------------------------------
                                            Title: Senior Vice President
                                            --------------------------------


                                       92


                                        UNION BANK OF CALIFORNIA, N.A., as a Co-
                                        Documentation Agent and a Lender

                                        By: /s/ Albert W. Kelley
                                            --------------------------------
                                            Name: Albert W. Kelley
                                            --------------------------------
                                            Title: Vice President
                                            --------------------------------

                                       93


                                        THE HUNTINGTON NATIONAL BANK, as a
                                        Lender

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


                                       94


                                        FIRST TENNESSEE BANK NATIONAL
                                        ASSOCIATION, as a Lender

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


                                       95


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

                                        By: /s/ Melinda N. Jackson
                                            ------------------------------------
                                            Name: Melinda N. Jackson
                                                  ------------------------------
                                            Title: Senior Vice President
                                                   -----------------------------


                                       96


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

                                        By: /s/ Eric L. Kraft
                                            ------------------------------------
                                            Name:  Eric L. Kraft
                                                  ------------------------------
                                            Title:  Vice President
                                                   -----------------------------


                                       97


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

                                        By: /s/ Barry Kromann
                                            ------------------------------------
                                            Name: Barry Kromann
                                                  ------------------------------
                                            Title: _____________________________

                                       98


                                                                   SCHEDULE 1.01

                                SUBSIDIARY GROUPS



                                                                        FORMATION        OTHER JURISDICTIONS
SUBSIDIARY                                         ENTITY TYPE        JURISDICTION     QUALIFIED TO DO BUSINESS
- ----------                                     -------------------   --------------   -------------------------
                                                                             
Bronco Pawn & Gun, Inc.                        Corporation           Oklahoma         None
Cash America Financial Services, Inc.          Corporation           Delaware         Tennessee, Indiana,
                                                                                      Kentucky, Missouri, North
                                                                                      Carolina, Utah, Texas,
                                                                                      Oklahoma, Louisiana,
                                                                                      Illinois, Alabama
Cash America Advance, Inc.                     Corporation           Delaware         California, Texas
Cash America Franchising, Inc.                 Corporation           Delaware         Texas
Cash America Holding, Inc.                     Corporation           Delaware         Texas
Cash America Management L.P.                   Limited Partnership   Delaware         Texas
Cash America of Missouri, Inc.                 Corporation           Missouri         None
Cash America Pawn L.P.                         Limited Partnership   Delaware         Texas
Cash America Pawn, Inc. of Ohio                Corporation           Ohio             None
Cash America, Inc.                             Corporation           Delaware         None
Cash America, Inc. of Alabama                  Corporation           Alabama          None
Cash America, Inc. of Colorado                 Corporation           Colorado         None
Cash America, Inc. of Illinois                 Corporation           Illinois         None
Cash America, Inc. of Indiana                  Corporation           Indiana          None
Cash America, Inc. of Kentucky                 Corporation           Kentucky         None
Cash America, Inc. of Louisiana                Corporation           Delaware         Louisiana
Cash America, Inc. of Nevada                   Corporation           Nevada           Arizona, California,
                                                                                      Washington
Cash America, Inc. of North Carolina           Corporation           North Carolina   None
Cash America, Inc. of Oklahoma                 Corporation           Oklahoma         None
Cash America, Inc. of South Carolina           Corporation           South Carolina   None
Cash America, Inc. of Tennessee                Corporation           Tennessee        None
Cash America, Inc. of Utah                     Corporation           Utah             None
Cashland Financial Services, Inc.              Corporation           Delaware         Kentucky, Ohio, Michigan,
                                                                                      Indiana
Doc Holliday's Pawnbrokers & Jewellers, Inc.   Corporation           Delaware         None
Express Cash International Corporation         Corporation           Delaware         None
Florida Cash America, Inc.                     Corporation           Florida          None
Gamecock Pawn & Gun, Inc.                      Corporation           South Carolina   None
Georgia Cash America, Inc.                     Corporation           Georgia          None
Hornet Pawn & Gun, Inc.                        Corporation           North Carolina   None
Longhorn Pawn and Gun, Inc.                    Corporation           Texas            None
Mr. Payroll Corporation                        Corporation           Delaware         Texas


                                  Scheduel 1.01



                                                                             
RATI Holding, Inc. (f/k/a Rent-A-Tire, Inc.)   Corporation           Texas            Louisiana, Oklahoma,
                                                                                      Arizona (but the Arizona
                                                                                      qualification is in the
                                                                                      process of being
                                                                                      withdrawn; an application
                                                                                      of withdrawal has been
                                                                                      filed in the State of
                                                                                      Arizona)
Tiger Pawn & Gun, Inc.                         Corporation           Tennessee        None
Uptown City Pawners, Inc.                      Corporation           Illinois         None
Vincent's Jewelers and Loan, Inc.              Corporation           Missouri         None



                                  Scheduel 1.01



                                                                   SCHEDULE 2.01

                              REVOLVING COMMITMENTS
                               AND PRO RATA SHARES



                                                                 PRO RATA
LENDER                                         COMMITMENT         SHARE
- ------                                      ---------------   -------------
                                                        
Wells Fargo Bank, National Association      $ 45,000,000.00    18.000000000%
JPMorgan Chase Bank, N.A.                   $ 40,000,000.00    16.000000000%
U. S. Bank National Association             $ 30,000,000.00    12.000000000%
KeyBank National Association                $ 30,000,000.00    12.000000000%
Union Bank of California, N.A.              $ 30,000,000.00    12.000000000%
The Huntington National Bank                $ 25,000,000.00    10.000000000%
First Tennessee Bank National Association   $ 15,000,000.00     6.000000000%
Southwest Bank of Texas, N.A.               $ 15,000,000.00     6.000000000%
Bank of Texas, N.A.                         $ 10,000,000.00     4.000000000%
Texas Capital Bank, N.A.                    $ 10,000,000.00     4.000000000%
   TOTAL                                    $250,000,000.00   100.000000000%


                                  Schedule 2.01



                                                                   SCHEDULE 2.03

                           EXISTING LETTERS OF CREDIT



                                                                                                             EXPIRATION
L/C NUMBER                        L/C ISSUER                  AMOUNT                    BENEFICIARY             DATE
- ----------                  ---------------------   --------------------------   -------------------------   ----------
                                                                                                 
[**Confidential Treatment   Wells Fargo Bank N.A.   $[**Confidential Treatment   [**Confidential Treatment    2/1/2006
Requested]                                          Requested]                   Requested]
[**Confidential Treatment   Wells Fargo Bank N.A.   $[**Confidential Treatment   [**Confidential Treatment    2/4/2006
Requested]                                          Requested]                   Requested]
[**Confidential Treatment   Wells Fargo Bank N.A.   $[**Confidential Treatment   [**Confidential Treatment    7/1/2005
Requested]                                          Requested]                   Requested]
[**Confidential Treatment   Wells Fargo Bank N.A.   $[**Confidential Treatment   [**Confidential Treatment    9/9/2005
Requested]                                          Requested]                   Requested]
[**Confidential Treatment   Wells Fargo Bank N.A.   $[**Confidential Treatment   [**Confidential Treatment    8/1/2005
Requested]                                          Requested]                   Requested]
[**Confidential Treatment   Wells Fargo Bank N.A.   $[**Confidential Treatment   [**Confidential Treatment    8/1/2005
Requested]                                          Requested]                   Requested]
                                                    $[**Confidential Treatment
                                                    Requested]


                                  Schedule 2.03

[**Confidential Treatment Requested] indicates that portions of this document
have been deleted and have been separately filed with the Securities and
Exchange Commission.


                                                                   SCHEDULE 5.13

                                  SUBSIDIARIES
                          AND OTHER EQUITY INVESTMENTS

1.   The Subsidiaries listed on Schedule 1.01 attached to the Agreement;
     provided that with respect to RATI Holding, Inc., Cash America, Inc. owns
     89.1% of the issued and outstanding shares of common stock of RATI Holding,
     Inc., Cash America Holding, Inc. owns 1% of the issued and outstanding
     shares of common stock of RATI Holding, Inc., and unaffiliated third
     parties own the remaining 9.9% of the issued and outstanding shares of
     common stock of RATI Holding, Inc.

2.   For clarification purposes, the convertible features of certain of the
     Existing Foreign Investments do not qualify such investments as equity
     investments for purposes of Section 5.13 of the Agreement.


                                  Schedule 5.13



                                                                SCHEDULE 7.03(J)

                              EXISTING INVESTMENTS

1.   The Investments described on Schedule 5.13 attached to the Agreement.

2.   Loans to officers of the Company with a principal amount outstanding of
     approximately $2,488,419 as of December 31, 2004.


                                Schedule 7.03(j)



                                                                  SCHEDULE 10.02

                     EURODOLLAR AND DOMESTIC LENDING OFFICES
                              ADDRESSES FOR NOTICES

CASH AMERICA INTERNATIONAL, INC.

1600 W. 7th Street
Fort Worth, Texas 76102
Attn: David J. Clay, Treasurer

Telephone: 817.570.1724
Facsimile: 817.570.1699
Electronic Mail: dclay@casham.com

With a copy to:

1600 W. 7th Street
Fort Worth, Texas 76102
Attn: Hugh A. Simpson, General Counsel

Telephone: 817.570.1625
Facsimile: 817.570.1647
Electronic Mail: hsimpson@casham.com

Borrower's Website Address: http://www.cashamerica.com

WELLS FARGO BANK, NATIONAL ASSOCIATION

Administrative Agent's Office
(for payments and agent information):

Wells Fargo Bank, National Association
1740 Broadway
MAC C7300-034
Denver, CO 80274
Attn: Kevin Rapp

Telephone: 303.863.5415
Facsimile: 303.863.5533
Electronic Mail: Kevin.j.rapp@wellsfargo.com

Account No.: 4000038059
Ref: CASH AMERICA INTERNATIONAL
ABA#: 121000248


                                Schedule 10.02-1

[**Confidential Treatment Requested] indicates that portions of this document
have been deleted and have been separately filed with the Securities and
Exchange Commission.



Lending Office
(Requests for Credit Extensions):

Wells Fargo Bank, National Association
505 Main Street, Suite 300
Fort Worth, Texas 76102
Attn: Dan T. Brown

Telephone: 817.334.7041
Facsimile: 817.334-7000
Electronic Mail: browndt@wellsfargo.com

L/C Issuer (COMMERCIAL L/Cs):

Wells Fargo Bank, National Association
9000 Flair Drive, 3rd Floor
MAC E2002-031
El Monte, CA 91731
Attn: Pia Ramirez, Manager

Telephone: 626.573.6716
Facsimile: 626.572.4610
Electronic Mail: Ramirez@wellsfargo.com

L/C Issuer (STAND-BY L/Cs):

Wells Fargo Bank, National Association
525 Market Street, 25th Floor
MAC A0103-255
San Francisco, CA 94105
Attn: Meggy Lin, Manager

Telephone: 415.396.8358
Facsimile: 415.512.1283
Electronic Mail: limn@wellsfargo.com

L/C Issuer (BANKER'S ACCEPTANCE):

Wells Fargo Bank, National Association
1000 Louisiana Street
MAC T5001-046
Houston, TX 77002
Attn: Gail Orlando, Manager

Telephone: 713.319.1457
Facsimile:


                                Schedule 10.02-2

[**Confidential Treatment Requested] indicates that portions of this document
have been deleted and have been separately filed with the Securities and
Exchange Commission.



Electronic Mail: orlandogm@wellsfargo.com

Other Notices as Administrative Agent:

Wells Fargo Bank, National Association
1740 Broadway
MAC C7300-034
Denver, CO 80274
Attn: Kevin Rapp

Telephone: 303.863.5415
Facsimile: 303.863.5533
Electronic Mail: Kevin.j.rapp@wellsfargo.com

Other Notices as a Lender:

Wells Fargo Bank, National Association
505 Main Street, Suite 300
Fort Worth, Texas 76102
Attn: Dan T. Brown

Telephone: 817.334.7041
Facsimile: 817.334-7000
Electronic Mail: browndt@wellsfargo.com

JPMORGAN CHASE BANK, N.A.

Domestic/LIBOR Lending Office

JPMorgan Chase Bank
111 Fannin, 10th Floor
Houston, Texas 77002

Account No.: 000103361029
Ref: Texas Diversified Clearing Account
ABA#: 113000609

Credit Contact and L/C Issuer Contact

JPMorgan Chase Bank
2200 Ross Avenue, 3rd Floor
Dallas, Texas 75201
Attn: David Howard

Telephone: 214.965.4756
Facsimile: 214.965.2044


                                Schedule 10.02-3

[**Confidential Treatment Requested] indicates that portions of this document
have been deleted and have been separately filed with the Securities and
Exchange Commission.



Electronic Mail: david.l.howard@jpmorgan.com

Operations Contact

JPMorgan Chase Bank
111 Fannin, 10th Floor
Houston, TX 77002
Attn: Linda Escamilla

Telephone: 713.750.2606
Facsimile: 713.750-2228

U. S. BANK NATIONAL ASSOCIATION

Domestic/LIBOR Lending Office

U. S. Bank National Association
One US Bank Plaza
Mail Station: SL-MO-T124
St. Louis, MO 63101

Account No.: [**Confidential Treatment Requested]
Ref: Cash America International, Inc.
Account Name: Complex Credits
ABA#: 081000210

Credit Contact and L/C Issuer Contact

U. S. Bank National Association
One US Bank Plaza
Mail Station: SL-MO-T124
St. Louis, MO 63101
Attn: John Holland

Telephone: 314.418.1315
Facsimile: 314.481.3859
Electronic Mail: john.holland@usbank.com

Operations Contact

U. S. Bank National Association
400 City Center
Osh Kosh, WI 54901
Attn: Connie Sweeney


                                Schedule 10.02-4

[**Confidential Treatment Requested] indicates that portions of this document
have been deleted and have been separately filed with the Securities and
Exchange Commission.



Telephone: 920.237.7604
Facsimile: 920.237.7993
Electronic Mail: connie.sweeney@usbank.com

KEYBANK NATIONAL ASSOCIATION

Domestic/LIBOR Lending Office

KeyBank National Association
8117 Preston Road, Suite 440
Preston Commons West Tower
Dallas, Texas 75225

Account No.: [**Confidential Treatment Requested]
Ref: Cash America International, Inc. - for cost center 100-7807243
Account Name: KCIBIQ Loan Services
ABA#: 041-001-039

Credit Contact and L/C Issuer Contact

KeyBank National Association
8117 Preston Road, Suite 440
Preston Commons West Tower
Dallas, Texas 75225
Attn: Joanne Bramanti/Kevin D. Cooper

Telephone: 214.414.2576/214.414.2582
Facsimile: 214.414.2623
Electronic Mail: joanne_bramanti@keybank.com/kevin_d_cooper@keybank.com

Operations Contact

KeyBank National Association
127 Public Square
Mailcode OH-01-27-0847
Cleveland, Ohio 44114
Attn: Margaret Vacca/Madhu Pandya


                                Schedule 10.02-5

[**Confidential Treatment Requested] indicates that portions of this document
have been deleted and have been separately filed with the Securities and
Exchange Commission.



Telephone: 216.689.3580/216.689.5277
Facsimile: 214.414.2623
Electronic Mail: margaret_a_vacca@keybank.com/madhu_pandya@keybank.com

UNION BANK OF CALIFORNIA, N.A.

Domestic/LIBOR Lending Office

Union Bank of California, N.A.
445 South Figueroa Street, 16th Floor
Los Angeles, California 90071

Account No.: [**Confidential Treatment Requested]
Ref: Cash America International, Inc.
Account Name: Wire Transfer Clearing
Attention: Commercial Loan Operations
ABA/CHIP#: 122-000-496

Credit Contact and L/C Issuer Contact

Union Bank of California, N.A.
445 South Figueroa Street, 16th Floor
Los Angeles, California 90071
Attn: Al Kelley

Telephone: 213.236.7756
Facsimile: 213.236.7636
Electronic Mail: al.kelley@uboc.com

Operations Contact

Union Bank of California, N.A.
601 Potrero Grande Drive
Monterey Park, California 91754
Attn: Ruby Gonzales


                                Schedule 10.02-6

[**Confidential Treatment Requested] indicates that portions of this document
have been deleted and have been separately filed with the Securities and
Exchange Commission.



Telephone: 323.720.2870
Facsimile: 323.724.6198
Electronic Mail: ruby.gonzales@uboc.com

THE HUNTINGTON NATIONAL BANK

Domestic/LIBOR Lending Office

The Huntington National Bank
2361 Morse Road
Columbus, Ohio 43229

Account No.: [**Confidential Treatment Requested]
Ref: Cash America International
Account Name: Special Processing
ABA#: 044000024

Credit Contact and L/C Issuer Contact

The Huntington National Bank
105 East Fourth Street, Suite 200A
Cincinnati, Ohio 45202
Attn: Cheryl L. Razon

Telephone: 513.762-5110
Facsimile: 513.762.1873
Electronic Mail: Cheryl.razon@huntington.com

Operations Contact

The Huntington National Bank
2361 Morse Road
Columbus, Ohio 43229
Attn: Amy L. Pierce


                                Schedule 10.02-7

[**Confidential Treatment Requested] indicates that portions of this document
have been deleted and have been separately filed with the Securities and
Exchange Commission.



Telephone: 614.480.1300
Facsimile: 614.480.2249
Electronic Mail: amy.l.pierce@huntington.com

FIRST TENNESSEE BANK NATIONAL ASSOCIATION

Domestic/LIBOR Lending Office

First Tennessee Bank National Association
165 Madison Avenue
Memphis, Tennessee 38103

Account No.: [**Confidential Treatment Requested]
Account Name: Bank Secrecy
Ref: Cash America International, Inc.
ABA#: 084000026
Attention: Helen Lowder @336-725.3156

Credit Contact and L/C Issuer Contact

First Horizon Corp. Financial Services
15305 Dallas Parkway, Suite 300
Addison, Texas 75001
Attn: Steve Deaton, Senior Vice President

Telephone: 972.455.2858
Facsimile: 972.455.2859
Electronic Mail: srdeaton@ftb.com

Operations Contact

First Horizon Corp. Financial Services
301 North Main Street, Suite 2010
Winston-Salem, North Carolina 27101
Attn: Helen Lowder, Vice President

Telephone: 336.725.3156
Facsimile: 336.703.9784
Electronic Mail: hclowder@ftb.com


                                Schedule 10.02-8

[**Confidential Treatment Requested] indicates that portions of this document
have been deleted and have been separately filed with the Securities and
Exchange Commission.



SOUTHWEST BANK OF TEXAS, N.A.

Domestic/LIBOR Lending Office

Southwest Bank of Texas, N.A.
4400 Post Oak Parkway
Houston, Texas 77027

Account No.: [**Confidential Treatment Requested]
Account Name: Loan Administration
Ref: Cash America
ABA#: 113011258
Attention: Maxine Hunter

Credit Contact and L/C Issuer Contact

Southwest Bank of Texas, N.A.
1807 Ross Avenue, Suite 400
Dallas, Texas 75201
Attn: Melinda N. Jackson

Telephone: 214.754.9501
Facsimile: 214.754.9651
Electronic Mail: melindan@swbanktx.com

Operations Contact

Southwest Bank of Texas, N.A.
4400 Post Oak Parkway, RT709
Houston, Texas 77027
Attn: Maxine Hunter

Telephone: 713.232.6355
Facsimile: 713.693.7467
Electronic Mail: mhunter@swbanktx.com

BANK OF TEXAS, N.A.

Domestic/LIBOR Lending Office

Bank of Texas, N.A.
5956 Sherry Lane, Suite 1100
Dallas, Texas 75225

Account No.: Credit Texas Loans #1140581210


                                Schedule 10.02-9

[**Confidential Treatment Requested] indicates that portions of this document
have been deleted and have been separately filed with the Securities and
Exchange Commission.



Account Name: Cash America International, Inc.
Account Number: Final Credit 000006045
ABA#: 111014325

Credit Contact and L/C Issuer Contact

Bank of Texas, N.A.
5956 Sherry Lane, Suite 1100
Dallas, Texas 75225
Attn: Eric Kraft, Vice President

Telephone: 214.346.3913
Facsimile: 214.987.8892
Electronic Mail: ekraft@bokf.com

Operations Contact

Bank of Texas, N.A.
5956 Sherry Lane, Suite 1100
Dallas, Texas 75225
Attn: Debbie Galindo

Telephone: 214.346.3934
Facsimile: 214.987.8892
Electronic Mail: drivasgalindo@bokf.com

TEXAS CAPITAL BANK, N.A.

Domestic/LIBOR Lending Office

Texas Capital Bank, N.A.
1600 W. 7th Street, Suite 200
Fort Worth, Texas 76102

Account No.: 160020
Account Name: Cash America #8038
ABA#: 111017979

Credit Contact and L/C Issuer Contact

Texas Capital Bank, N.A.
1600 W. 7th Street, Suite 200
Fort Worth, TX 76102
Attn: Barry Kromann


                               Schedule 10.02-10

[**Confidential Treatment Requested] indicates that portions of this document
have been deleted and have been separately filed with the Securities and
Exchange Commission.



Telephone: 817.212.8326
Facsimile: 817.336.0553
Electronic Mail: barry.kromann@texascapitalbank.com

Operations Contact

Texas Capital Bank, N.A.
6060 North Central Expressway, Suite 800
Dallas, TX 75206
Attn: Amy Cavazos

Telephone: 214.706.6738
Facsimile: 214.706.6739
Electronic Mail: amy.cavazos@texascapitalbank.com


                               Schedule 10.02-11

[**Confidential Treatment Requested] indicates that portions of this document
have been deleted and have been separately filed with the Securities and
Exchange Commission.


                                                                       EXHIBIT A

                        FORM OF ASSIGNMENT AND ACCEPTANCE

     Reference is made to that certain First Amended and Restated Credit
Agreement, dated as of February 24, 2005 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the
"Agreement;" the terms defined therein being used herein as therein defined),
among Cash America International, Inc., a Texas corporation (the "Borrower"),
the Lenders from time to time party thereto, and Wells Fargo Bank, National
Association, as Administrative Agent, an L/C Issuer and Swing Line Lender.

     The assignor identified on the signature page hereto (the "Assignor") and
the assignee identified on the signature page hereto (the "Assignee") agree as
follows:

     1. (a) Subject to paragraph 11, effective as of the date specified on
Schedule 1 hereto (the "Effective Date"), the Assignor hereby irrevocably sells
and assigns to the Assignee without recourse to the Assignor, and the Assignee
hereby irrevocably purchases and assumes from the Assignor without recourse to
the Assignor, the interest described on Schedule 1 hereto (the "Assigned
Interest") in and to the Assignor's rights and obligations under the Agreement.

          (b) From and after the Effective Date, (i) the Assignee shall be a
party under the Agreement and will have all the rights and obligations of a
Lender for all purposes under the Loan Documents to the extent of the Assigned
Interest and be bound by the provisions thereof, and (ii) the Assignor shall
relinquish its rights and be released from its obligations under the Agreement
to the extent of the Assigned Interest. The Assignor and/or the Assignee, as
agreed by the Assignor and the Assignee, shall deliver, in immediately available
funds, any applicable assignment fee required under Section 10.07(b) of the
Agreement.

     2. On the Effective Date, the Assignee shall pay to the Assignor, in
immediately available funds, an amount equal to the purchase price of the
Assigned Interest as agreed upon by the Assignor and the Assignee.

     3. From and after the Effective Date, the Administrative Agent shall make
all payments under the Agreement and the Notes, if any, in respect of the
Assigned Interest (including all payments of principal, interest and fees with
respect thereto) to the Assignee. The Assignor and the Assignee shall make all
appropriate adjustments in payments under the Agreement and such Notes, if any,
for periods prior to the Effective Date directly between themselves.

     4. The Assignor represents and warrants to the Assignee that:

          (a) The Assignor is the legal and beneficial owner of the Assigned
     Interest, and the Assigned Interest is free and clear of any adverse claim;

          (b) the Assigned Interest listed on Schedule 1 accurately and
     completely sets forth the Outstanding Amount of all Loans and L/C
     Obligations relating to the Assigned Interest as of the Effective Date;


                                   Exhibit A-1



          (c) it has the power and authority and the legal right to make,
     deliver and perform, and has taken all necessary action, to authorize the
     execution, delivery and performance of this Assignment and Acceptance, and
     any and all other documents delivered by it in connection herewith and to
     fulfill its obligations under, and to consummate the transactions
     contemplated by, this Assignment and Acceptance and the Loan Documents, and
     no consent or authorization of, filing with, or other act by or in respect
     of any Governmental Authority, is required in connection in connection
     herewith or therewith; and

          (d) this Assignment and Acceptance constitutes the legal, valid and
     binding obligation of the Assignor.

     The Assignor makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or any of
its Affiliates or the performance by the Borrower or any of its Affiliates of
their respective obligations under the Loan Documents, and assumes no
responsibility with respect to any statements, warranties or representations
made under or in connection with any Loan Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of any Loan Document
other than as expressly set forth above.

     5. The Assignee represents and warrants to the Assignor and the
Administrative Agent that:

          (a) the Assignee has received a copy of the Agreement, together with
     copies of the most recent financial statements of the Borrower delivered
     pursuant thereto;

          (b) it is an Eligible Assignee;

          (c) it has the full power and authority and the legal right to make,
     deliver and perform, and has taken all necessary action, to authorize the
     execution, delivery and performance of this Assignment and Acceptance, and
     any and all other documents delivered by it in connection herewith and to
     fulfill its obligations under, and to consummate the transactions
     contemplated by, this Assignment and Acceptance and the Loan Documents, and
     no consent or authorization of, filing with, or other act by or in respect
     of any Governmental Authority, is required in connection in connection
     herewith or therewith;

          (d) this Assignment and Acceptance constitutes the legal, valid and
     binding obligation of the Assignee;

          (e) under applicable Laws no tax will be required to be withheld by
     the Administrative Agent or the Borrower with respect to any payments to be
     made to the Assignee hereunder or under any Loan Document, and unless
     otherwise indicated in the space opposite the Assignee's signature below,
     no tax forms described in Section 10.15 of the Agreement are required to be
     delivered by the Assignee; and

          (f) it has obtained and reviewed such other documents and information
     as it has deemed appropriate to make its own credit analysis and decision
     to enter into this Assignment and Acceptance. The Assignee has
     independently and without reliance upon


                                   Exhibit A-2



     the Assignor or the Administrative Agent and based on such information as
     the Assignee has deemed appropriate, made its own credit analysis and
     decision to enter into this Assignment and Acceptance. The Assignee will,
     independently and without reliance upon the Administrative Agent or any
     Lender, and based upon such documents and information as it shall deem
     appropriate at the time, continue to make its own credit decisions in
     taking or not taking action under the Agreement.

     6. The Assignee appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under the Agreement, the other Loan Documents or any other instrument or
document furnished pursuant hereto or thereto as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
incidental thereto.

     7. If either the Assignee or the Assignor desires a Note to evidence its
Loans, it shall request the Administrative Agent to procure a Note from the
Borrower.

     8. The Assignor and the Assignee agree to execute and deliver such other
instruments, and take such other action, as either party may reasonably request
in connection with the transactions contemplated by this Assignment and
Acceptance.

     9. This Assignment and Acceptance shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns; provided,
however, that the Assignee shall not assign its rights or obligations hereunder
without the prior written consent of the Assignor and any purported assignment,
absent such consent, shall be void.

     10. This Assignment and Acceptance may be executed by facsimile signatures
with the same force and effect as if manually signed and may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. This Assignment and
Acceptance shall be governed by and construed in accordance with the laws of the
state specified in the Section of the Agreement entitled "Governing Law."

     11. The effectiveness of the assignment described herein is subject to:

          (a) if such consent is required by the Agreement, receipt by the
     Assignor and the Assignee of the consent of the Administrative Agent, the
     L/C Issuer and the Swing Line Lender and/or the Borrower to the assignment
     described herein. By delivering a duly executed and delivered copy of this
     Assignment and Acceptance to the Administrative Agent, the Assignor and the
     Assignee hereby request any such required consent and request that the
     Administrative Agent register the Assignee as a Lender under the Agreement
     effective as of the Effective Date; and

          (b) receipt by the Administrative Agent of (or other arrangements
     acceptable to the Administrative Agent with respect to) any applicable
     assignment fee referred to in Section 10.07(b) of the Agreement and any tax
     forms required by Section 10.15 of the Agreement.

          By signing below, the Administrative Agent agrees to register the
     Assignee as a Lender under the Agreement, effective as of the Effective
     Date with respect to the


                                   Exhibit A-3



     Assigned Interest, and will adjust the registered Pro Rata Share of the
     Assignor under the Agreement to reflect the assignment of the Assigned
     Interest.

     12. Attached hereto as Schedule 2 is all contact, address, account and
other administrative information relating to the Assignee.


                                   Exhibit A-4



     IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers.

                                        ASSIGNOR:

                                        [NAME OF ASSIGNOR]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        ASSIGNEE:

[ ] Tax forms required by               [NAME OF ASSIGNEE]
Section 10.15 of the Agreement included


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

In accordance with and subject to
Section 10.07 of the Credit
Agreement, the undersigned consent to
the foregoing assignment as of the
Effective Date:

CASH AMERICA INTERNATIONAL, INC.


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


WELLS FARGO BANK, NATIONAL ASSOCIATION
as Administrative Agent, a L/C Issuer
and Swing Line Lender


By:
    ---------------------------------
Title:
       ------------------------------


                                   Exhibit A-5



                     SCHEDULE 1 TO ASSIGNMENT AND ACCEPTANCE

                              THE ASSIGNED INTEREST

EFFECTIVE DATE: _________



                      TYPE AND AMOUNT OF OUTSTANDING
ASSIGNED COMMITMENT        OBLIGATIONS ASSIGNED        ASSIGNED PRO RATA SHARE
- -------------------   ------------------------------   -----------------------
                                                 
$_______                       [type] $_____                    _____%



                                   Exhibit A-6



                    SCHEDULE 2 TO ASSIGNMENT AND ACCEPTANCE

                             ADMINISTRATIVE DETAILS

   (Assignee to list names of credit contacts, addresses, phone and facsimile
     numbers, electronic mail addresses and account and payment information)


                                   Exhibit A-7



                                                                       EXHIBIT B

                         FORM OF COMPLIANCE CERTIFICATE

                                          Financial Statement Date:_____________

To:  Wells Fargo Bank, National Association, as Administrative Agent, L/C Issuer
     and Swing Line Lender

Ladies and Gentlemen:

     Reference is made to that certain First Amended and Restated Credit
Agreement, dated as of February 24, 2005 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the
"Agreement;" the terms defined therein being used herein as therein defined),
among Cash America International, Inc. (the "Borrower"), the Lenders from time
to time party thereto, and Wells Fargo Bank, National Association, as
Administrative Agent, an L/C Issuer and Swing Line Lender.

     The undersigned Responsible Officer hereby certifies (in his representative
capacity but not in his individual capacity) as of the date hereof that he/she
is the ____________________ of the Borrower, and that, as such, he/she is
authorized to execute and deliver this Certificate to the Administrative Agent
on the behalf of the Borrower, and that:

[Use following for fiscal YEAR-END financial statements]

     1. Attached hereto as Schedule 1 are the year-end audited financial
statements required by Section 6.01(b) of the Agreement for the fiscal year of
the Borrower ended as of the above date, together with the report and opinion of
an independent certified public accountant required by such section.

[Use following for fiscal QUARTER-END financial statements]

     1. Attached hereto as Schedule 1 are the unaudited financial statements
required by Section 6.01(a) of the Agreement for the fiscal quarter of the
Borrower ended as of the above date. Such financial statements fairly present
the financial condition, results of operations and cash flows of the Borrower
and its Subsidiaries in accordance with GAAP as at such date and for such
period, subject only to normal year-end audit adjustments and the absence of
footnotes.

     2. The undersigned has reviewed and is familiar with the terms of the
Agreement and has made, or has caused to be made under his/her supervision, a
detailed review of the transactions and condition (financial or otherwise) of
the Borrower during the accounting period covered by the attached financial
statements.

     3. A review of the activities of the Borrower during such fiscal period has
been made under the supervision of the undersigned with a view to determining
whether during such fiscal period the Borrower performed and observed all its
Obligations under the Loan Documents, and


                                   Exhibit B-1



                                 [SELECT ONE:]

[TO THE BEST KNOWLEDGE OF THE UNDERSIGNED DURING SUCH FISCAL PERIOD, THE
BORROWER PERFORMED AND OBSERVED EACH COVENANT AND CONDITION OF THE LOAN
DOCUMENTS APPLICABLE TO IT.]

- --or--

[THE FOLLOWING COVENANTS OR CONDITIONS HAVE NOT BEEN PERFORMED OR OBSERVED AND
THE FOLLOWING IS A LIST OF EACH SUCH DEFAULT OR EVENT OF DEFAULT AND ITS NATURE
AND STATUS:]

     4. The financial covenant analyses and information set forth on Schedule 2
attached hereto are true and accurate on and as of the date of this Certificate.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
___________, ___, _____.

                                        CASH AMERICA INTERNATIONAL, INC.


                                        By:
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                   Exhibit B-2


        For the Quarter/Year ended ___________________ ("Statement Date")

                                   SCHEDULE 2
                          to the Compliance Certificate
                                  ($ in 000's)

                                                                                
I.   LEVERAGE RATIO - FOR DETERMINATION OF APPLICABLE RATE.

     A.   Adjusted Funded Debt as of date of determination for the Borrower and
          its Subsidiaries on a consolidated basis:

          1.   Funded Debt:

               (a)  Without duplication, all obligations for borrowed money and    $_________
                    all obligations evidenced by bonds, debentures, notes, loan
                    agreements or other similar instruments:

               (b)  Without duplication, obligations in respect of earnout or      $_________
                    similar payments deemed earned and payable in cash or which
                    may be payable in cash at the seller's or obligee's option
                    and to the extent the same appears on Borrower's balance
                    sheet:

               (c)  Without duplication, obligations in respect of Capital         $_________
                    Leases and Synthetic Lease Obligations:

               (d)  Without duplication, any Receivables Facility Attributed       $_________
                    Indebtedness:

               (e)  Without duplication, obligations in respect of any             $_________
                    Redeemable Stock:

               (f)  Funded Debt (Lines I.A.1(a) + (b) + (c) + (d) + (e)):          $_________

          2.   Adjusted Funded Debt:

               (a)  Funded Debt (from Line I.A.1(f) above):                        $_________

               (b)  Cash on Hand:                                                  $_________

               (c)  Adjusted Funded Debt (Line I.A.2(a) - (b)):                    $_________




                                  Exhibit B-3



                                                                                
     B.   Adjusted EBITDA for the period of the four consecutive fiscal quarters
          ending on such date (the "Subject Period"):

          1.   EBITDA:

               (a)  Net Income for the Subject Period (excluding therefrom, to     $_________
                    the extent included in determining Net Income, the income or
                    loss of any Person (other than a Subsidiary) of which the
                    Borrower or any Subsidiary owns Capital Stock, except to the
                    extent of the amount of Dividends or other distributions
                    actually paid to the Borrower or any Subsidiaries during
                    such period:

               (b)  Without duplication and to the extent deducted in Net          $_________
                    Income, Interest Expense for the Subject Period:

               (c)  Without duplication and to the extent deducted in Net          $_________
                    Income, federal, state, local and foreign income and
                    franchise taxes of the Borrower and its Subsidiaries for the
                    Subject Period:

               (d)  Without duplication and to the extent deducted in Net          $_________
                    Income, depreciation and amortization expenses of the
                    Borrower and its Subsidiaries and other non-cash charges of
                    the Borrower and its Subsidiaries for the Subject Period:

               (e)  Without duplication and to the extent included in Net          $_________
                    Income, extraordinary gains and extraordinary non-cash
                    credits of the Borrower and its Subsidiaries for the Subject
                    Period:

               (f)  EBITDA (Lines I.B.1(a) + (b) + (c) + (d) - (e)):               $_________

          2.   Adjusted EBITDA for the Subject Period:

               (a)  EBITDA (from Line I.B.1(f) above):                             $_________

               (b)  Any non-cash gain or loss recognized on the income statement   $_________
                    from derivative and currency value fluctuations during the
                    Subject Period:




                                  Exhibit B-4



                                                                                
               (c)  Upon the acquisition of any assets or Persons permitted by     $_________
                    Section 7.03 which generate EBITDA (whether positive or
                    negative), the actual trailing 12 month EBITDA of the
                    acquired assets or Person, as the case may be with
                    adjustments as provided in Article 11, Regulation S-X of the
                    Securities Act:

               (d)  Upon the disposition of any assets or Persons permitted by     $_________
                    Section 7.05 hereof which generate EBITDA (whether positive
                    or negative), the actual trailing 12 month EBITDA of the
                    disposed assets or Person, as the case may be with
                    adjustments as provided in Article 11, Regulation S-X of the
                    Securities Act:

               (e)  Adjusted EBITDA (Line I.B.2(a) - (b) + (c) - (d)):             $_________

     C.   Leverage Ratio (Line I.A.2(c) / Line I.B.2(e)):                           _____ to 1

II.  SECTION 7.06 - LIMITATION ON RESTRICTED PAYMENTS.

     A.   Cumulative Net Income after the Closing Date:                            $_________

     B.   Actual amount of Dividends and scheduled principal payments on           $_________
          Subordinated Debt in existence as of the Closing Date during term of
          Agreement:

     C.   Maximum aggregate amount of Dividends and scheduled principal payments   $_________
          on Subordinated Debt during term of Agreement: ($16,500,000 + 50% of
          Line II.A.):

III. SECTION 7.18(A) - MAXIMUM LEVERAGE RATIO.

     A.   Leverage Ratio (Line I.C.):                                               _____ to 1.00

     B.   Maximum Allowed at the end of any fiscal quarter:                         2.75 to 1.00

IV.  SECTION 7.18(B) - MINIMUM FIXED CHARGE COVERAGE RATIO.

     A.   Adjusted EBITDA for the Subject Period (Line I.B.2(e)):                  $_________

     B.   Rent and lease expense for the Subject Period:                           $_________

     C.   Interest Expense whether paid or accrued (including the interest         $_________
          component of Capital Leases), of the Borrower and Subsidiaries as it
          appears on the consolidated income statement of the Borrower and its
          consolidated Subsidiaries for the Subject Period:




                                  Exhibit B-5



                                                                                
     D.   All scheduled payments on Funded Debt (specifically excluding any        $_________
          unscheduled mandatory or optional prepayments on Funded Debt) for the
          Subject Period:

     E.   Rent and lease expense for the Subject Period:                           $_________

     F.   Fixed Charge Coverage Ratio ((Lines IV.A. + B.) / (Lines IV.C. + D. +     _____ to 1
          E.)):

     G.   Minimum required at the end of any fiscal quarter:                        1.75 to 1

V.   SECTION 7.18(E) -- MINIMUM NET WORTH.

     A.   Net Income after September 30, 2004 (with no deduction for net losses    $_________
          during any period):

     B.   Net Proceeds received by the Borrower and its Subsidiaries from the      $_________
          issuance and sale of Capital Stock of the Borrower or any Subsidiary
          (other than issuance to the Borrower or a wholly-owned Subsidiary),
          including any conversion of debt securities of the Borrower into such
          Capital Stock after September 30, 2004:

     C.   Net Worth (Line V.A.1(c)):                                               $_________

     D.   Minimum Net Worth ($270,000,000 + (50% x Line V.A) + Line V.B):          $_________




                                  Exhibit B-6


                                                                       EXHIBIT C

                                    GUARANTY

     GUARANTY (this "Guaranty"), dated as of February 24, 2005, made by each of
the parties listed on the signature pages hereof (collectively, the
"Guarantors", and each, a "Guarantor"), in favor of the Guarantied Parties
referred to below.

                                   WITNESSETH:

     WHEREAS, Cash America International, Inc., a Texas corporation (the
"Borrower"), has entered into a First Amended and Restated Credit Agreement,
dated as of February 24, 2005, among the Lenders party thereto, and Wells Fargo
Bank, National Association, as the Administrative Agent, Swing Line Lender and
an L/C Issuer (hereinafter, the "Administrative Agent") for the Lenders (said
First Amended and Restated Credit Agreement, as it may be amended, supplemented
or otherwise modified from time to time, being the "Credit Agreement", and
capitalized terms not defined herein but defined therein being used herein as
therein defined); and

     WHEREAS, the Borrower and each of the Guarantors are members of the same
consolidated group of companies and are engaged in operations which require
financing on a basis in which credit can be made available from time to time to
the Borrower and the Guarantors, and the Guarantors will derive direct and
indirect economic benefit from the Revolving Loans, Swing Line Loans and Letters
of Credit under the Credit Agreement; and

     WHEREAS, it is a condition precedent to the obligation of the Lenders to
make Revolving Loans, Swing Line Loans and issue Letters of Credit under the
Credit Agreement that the Guarantors shall have executed and delivered this
Guaranty; and

     WHEREAS, the Lenders, the Administrative Agent and any Affiliate of any
Lender entering into an Affiliated IRP Agreement (provided that such Lender was
a Lender at the time such Affiliated IRP Agreement was entered into) with the
Borrower or any Affiliate of the Borrower are herein referred to as the
"Guarantied Parties";

     NOW, THEREFORE, in consideration of the premises and to induce the Lenders
to make Revolving Loans, Swing Line Loans and issue Letters of Credit the
Guarantors hereby agree as follows:

     SECTION 1. Guaranty. The Guarantors hereby jointly and severally
unconditionally and irrevocably guarantee the full and prompt payment when due,
whether at stated maturity, by acceleration or otherwise, of, and the
performance of, (a) the Obligations, whether now or hereafter existing and
whether for principal, interest, fees, expenses or otherwise, (b) all Interest
Rate Protection Obligations, (c) any and all reasonable out-of-pocket expenses
(including, without limitation, reasonable expenses and reasonable counsel fees
and expenses of the Administrative Agent and the Lenders) incurred by any of the
Guarantied Parties in enforcing any rights under this Guaranty and (d) all
present and future amounts that would become due but for the operation of any
provision of Debtor Relief Laws, and all present and future accrued and unpaid
interest, including, without limitation, all post-petition interest if the
Borrower or any


                                  Exhibit C-1



Guarantor voluntarily or involuntarily becomes subject to any Debtor Relief Laws
(the items set forth in clauses (a), (b), (c) and (d) immediately above being
herein referred to as the "Guarantied Obligations"). Upon failure of the
Borrower to pay any of the Guarantied Obligations when due after the giving by
the Administrative Agent and/or the Lenders of any notice and the expiration of
any applicable cure period in each case provided for in the Credit Agreement,
other Loan Documents and Affiliated IRP Agreements (whether at stated maturity,
by acceleration or otherwise), the Guarantors hereby further jointly and
severally agree to promptly pay the same after the Guarantors' receipt of notice
from the Administrative Agent of the Borrower's failure to pay the same, without
any other demand or notice whatsoever, including without limitation, any notice
having been given to any Guarantor of either the acceptance by the Guarantied
Parties of this Guaranty or the creation or incurrence of any of the Guarantied
Obligations. This Guaranty is an absolute guaranty of payment and performance
and not a guaranty of collection, meaning that it is not necessary for the
Guarantied Parties, in order to enforce payment by the Guarantors, first or
contemporaneously to accelerate payment of any of the Guarantied Obligations, to
institute suit or exhaust any rights against any Loan Party, or to enforce any
rights against any collateral. Notwithstanding anything herein, in any other
Loan Document or in any Affiliated IRP Agreement to the contrary, in any action
or proceeding involving any state corporate law, or any state or federal
bankruptcy, insolvency, reorganization or other law affecting the rights of
creditors generally, if the obligations of any Guarantor under this Section 1
would otherwise, taking into account the provisions of Section 10 hereof, be
held or determined to be void, invalid or unenforceable, or subordinated to the
claims of any other creditors, on account of the amount of its liability under
this Section 1, then the amount of such liability shall, without any further
action by such Guarantor, any Lender, the Administrative Agent or any other
Person, be automatically limited and reduced to the highest amount that is valid
and enforceable and not subordinated to the claims of other creditors as
determined in such action or proceeding.

     SECTION 2. Guaranty Absolute. Each Guarantor guaranties that the Guarantied
Obligations will be paid strictly in accordance with the terms of the Credit
Agreement, the Notes, the other Loan Documents and the Affiliated IRP
Agreements, without set-off or counterclaim, and regardless of any Applicable
Law now or hereafter in effect in any jurisdiction affecting any of such terms
or the rights of the Guarantied Parties with respect thereto. The liability of
each Guarantor under this Guaranty shall be absolute and unconditional
irrespective of:

     (a) any lack of validity or enforceability of any provision of any other
Loan Document or any Affiliated IRP Agreement or any other agreement or
instrument relating to any Loan Document or any Affiliated IRP Agreement, or
avoidance or subordination of any of the Guarantied Obligations;

     (b) any change in the time, manner or place of payment of, or in any other
term of, or any increase in the amount of, all or any of the Guarantied
Obligations, or any other amendment or waiver of any term of, or any consent to
departure from any requirement of, the Credit Agreement, the Notes, any of the
other Loan Documents or any Affiliated IRP Agreement;

     (c) any exchange, release or non-perfection of any Lien on any collateral
for, or any release of any other Loan Party or amendment or waiver of any term
of any other guaranty of, or


                                   Exhibit C-2



any consent to departure from any requirement of any other guaranty of, all or
any of the Guarantied Obligations;

     (d) the absence of any attempt to collect any of the Guarantied Obligations
from the Borrower or from any other Loan Party or any other action to enforce
the same or the election of any remedy by any of the Guarantied Parties;

     (e) any waiver, consent, extension, forbearance or granting of any
indulgence by any of the Guarantied Parties with respect to any provision of any
other Loan Document or any Affiliated IRP Agreement;

     (f) the election by any of the Guarantied Parties in any proceeding under
any Debtor Relief Law;

     (g) any borrowing or grant of a security interest by the Borrower or any
other Loan Party, as debtor-in-possession, under any Debtor Relief Law; or

     (h) any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of the Borrower or any Guarantor other than
payment or performance of the Guarantied Obligations.

     SECTION 3. Waiver.

     (a) Each Guarantor hereby (i) waives (A) promptness, diligence, notice of
acceptance and any and all other notices, including, without limitation, notice
of intent to accelerate and notice of acceleration, with respect to any of the
Guarantied Obligations or this Guaranty, (B) any requirement that any of the
Guarantied Parties protect, secure, perfect or insure any security interest in
or other Lien on any property subject thereto or exhaust any right or take any
action against the Borrower or any other Person or any collateral, (C) the
filing of any claim with a court in the event of receivership or bankruptcy of
the Borrower or any other Person, (D) except as otherwise provided herein,
protest or notice with respect to nonpayment of all or any of the Guarantied
Obligations, (E) the benefit of any statute of limitation, (F) all demands
whatsoever (and any requirement that demand be made on the Borrower or any other
Person as a condition precedent to such Guarantor's obligations hereunder), (G)
all rights by which any Guarantor might be entitled to require suit on an
accrued right of action in respect of any of the Guarantied Obligations or
require suit against the Borrower or any other Guarantor or Person, whether
arising pursuant to Section 34.02 of the Texas Business and Commerce Code, as
amended, Section 17.001 of the Texas Civil Practice and Remedies Code, as
amended, Rule 31 of the Texas Rules of Civil Procedure, as amended, or
otherwise, (H) any defense based upon an election of remedies by any Guarantied
Party, or (I) notice of any events or circumstances set forth in clauses (a)
through (h) of Section 2 hereof; and (ii) covenants and agrees that, except as
otherwise agreed by the parties, this Guaranty will not be discharged except by
complete payment and performance of the Guarantied Obligations and any other
obligations of such Guarantor contained herein.

     (b) If, in the exercise of any of its rights and remedies, any of the
Guarantied Parties shall forfeit any of its rights or remedies, including,
without limitation, its right to enter a deficiency judgment against the
Borrower or any other Person, whether because of any


                                   Exhibit C-3



Applicable Law pertaining to "election of remedies" or the like, each Guarantor
hereby consents to such action by such Guarantied Party and waives any claim
based upon such action. Any election of remedies which results in the denial or
impairment of the right of such Guarantied Party to seek a deficiency judgment
against the Borrower shall not impair the obligation of such Guarantor to pay
the full amount of the Guarantied Obligations or any other obligation of such
Guarantor contained herein.

     (c) In the event any of the Guarantied Parties shall bid at any foreclosure
or trustee's sale or at any private sale permitted by law or under any of the
Loan Documents, to the extent not prohibited by Applicable Law, such Guarantied
Party may bid all or less than the amount of the Guarantied Obligations and the
amount of such bid, if successful, need not be paid by such Guarantied Party but
shall be credited against the Guarantied Obligations.

     (d) Each Guarantor agrees that notwithstanding the foregoing and without
limiting the generality of the foregoing if, after the occurrence and during the
continuance of an Event of Default, the Guarantied Parties are prevented by
Applicable Law from exercising their respective rights to accelerate the
maturity of the Guarantied Obligations, to collect interest on the Guarantied
Obligations, or to enforce or exercise any other right or remedy with respect to
the Guarantied Obligations, or the Administrative Agent is prevented from taking
any action to realize on any collateral, such Guarantor agrees to pay to the
Administrative Agent for the account of the Guarantied Parties, upon demand
therefor, the amount that would otherwise have been due and payable had such
rights and remedies been permitted to be exercised by the Guarantied Parties.

     (e) Each Guarantor hereby assumes responsibility for keeping itself
informed of the financial condition of the Borrower and of each other Loan
Party, and of all other circumstances bearing upon the risk of nonpayment of the
Guarantied Obligations or any part thereof, that diligent inquiry would reveal.
Each Guarantor hereby agrees that the Guarantied Parties shall have no duty to
advise any Guarantor of information known to any of the Guarantied Parties
regarding such condition or any such circumstance. In the event that any of the
Guarantied Parties in their sole discretion undertakes at any time or from time
to time to provide any such information to any Guarantor, such Guarantied Party
shall be under no obligation (i) to undertake any investigation not a part of
its regular business routine, (ii) to disclose any information which, pursuant
to accepted or reasonable banking or commercial finance practices, such
Guarantied Party wishes to maintain as confidential, or (iii) to make any other
or future disclosures of such information or any other information to such
Guarantor.

     (f) Each Guarantor consents and agrees that the Guarantied Parties shall be
under no obligation to marshal any assets in favor of any Guarantor or otherwise
in connection with obtaining payment of any or all of the Guarantied Obligations
from any Person or source.

     SECTION 4. Representations and Warranties. Each Guarantor hereby represents
and warrants to the Guarantied Parties that the representations and warranties
set forth in Article 5 of the Credit Agreement as they relate to such Guarantor
or to the Loan Documents to which such Guarantor is a party are true and correct
in all material respects in the manner specified in the Credit Agreement and the
Guarantied Parties shall be entitled to rely on each of them as if they were
fully set forth herein.


                                   Exhibit C-4



     SECTION 5. Amendments, Etc. No amendment or waiver of any provision of this
Guaranty nor consent to any departure by any Guarantor herefrom shall in any
event be effective unless the same shall be in writing, approved by the Required
Lenders (or by all the Lenders where the approval of each Lender is required
under the Credit Agreement) and signed by the Administrative Agent, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.

     SECTION 6. Addresses for Notices. All notices and other communications
provided for hereunder shall be effectuated in the manner provided for in
Section 10.02 of the Credit Agreement, provided that if a notice or
communication hereunder is sent to a Guarantor, said notice shall be addressed
to such Guarantor, in care of the Borrower.

     SECTION 7. No Waiver; Remedies.

     (a) No failure on the part of any Guarantied Party to exercise, and no
delay in exercising, any right hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right hereunder preclude any other
or further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by
Applicable Law, any of the other Loan Documents or any Affiliated IRP Agreement.

     (b) No waiver by the Guarantied Parties of any default shall operate as a
waiver of any other default or the same default on a future occasion, and no
action by any of the Guarantied Parties permitted hereunder shall in way affect
or impair any of the rights of the Guarantied Parties or the obligations of any
Guarantor under this Guaranty or under any of the other Loan Documents or any
Affiliated IRP Agreement, except as specifically set forth in any such waiver.
Any determination by a court of competent jurisdiction of the amount of any
principal and/or interest or other amount constituting any of the Guarantied
Obligations shall be conclusive and binding on each Guarantor irrespective of
whether such Guarantor was a party to the suit or action in which such
determination was made.

     SECTION 8. Right of Set-off. Upon the occurrence and during the continuance
of any Event of Default under the Credit Agreement, each of the Guarantied
Parties is hereby authorized at any time and from time to time, to the fullest
extent permitted by Applicable Law, to set-off and apply any and all deposits
(general or special (except trust and escrow accounts), time or demand,
provisional or final) at any time held and other Indebtedness at any time owing
by such Guarantied Party to or for the credit or the account of each Guarantor
against any and all of the obligations of each Guarantor now or hereafter
existing under this Guaranty, irrespective of whether or not such Guarantied
Party shall have made any demand under this Guaranty and although such
obligations may be contingent and unmatured; provided, however, such Guarantied
Party shall promptly notify such Guarantor and the Borrower after such set-off
and the application made by such Guarantied Party. The rights of each Guarantied
Party under this Section 8 are in addition to other rights and remedies
(including, without limitation, other rights of set-off) which such Guarantied
Party may have.

     SECTION 9. Continuing Guaranty; Transfer of Notes. This Guaranty is a
continuing guaranty and shall remain in full force and effect until the Release
Date, (ii) be binding upon


                                   Exhibit C-5



each Guarantor, its successors and assigns, and (iii) inure to the benefit of
and be enforceable by the Guarantied Parties and their respective successors,
transferees, and permitted assigns. Without limiting the generality of the
foregoing clause (iii), each of the Guarantied Parties may assign or otherwise
transfer any Note held by it or the Guarantied Obligations owed to it to any
other Person, and such other Person shall thereupon become vested with all the
rights in respect thereof granted to such Guarantied Party herein or otherwise
with respect to such of the Notes and the Guarantied Obligations so transferred
or assigned, subject, however, to compliance with the provisions of Section
10.07 of the Credit Agreement in respect of assignments. No Guarantor may assign
any of its obligations under this Guaranty without first obtaining the written
consent of the Lenders as set forth in the Credit Agreement.

     SECTION 10. Reimbursement. To the extent that any Guarantor shall be
required to repay a portion of the Revolving Loans, Swing Line Loans and L/C
Borrowings which shall exceed the greater of (a) the amount of such Revolving
Loans, Swing Line Loans and L/C Borrowings actually received by such Guarantor
and (b) the amount which such Guarantor would otherwise have paid if such
Guarantor had repaid the aggregate amount of such Revolving Loans, Swing Line
Loans and L/C Borrowings (excluding the amount thereof repaid by the Borrower)
in the same proportion as such Guarantor's net worth immediately after the later
of the Closing Date or the date such Guarantor becomes a party to this Guaranty
bears to the aggregate net worth of the Guarantors (calculated for each
Guarantor based on such Guarantor's net worth immediately after the later of the
Closing Date or the date such Guarantor becomes a party to this Guaranty), then
such Guarantor, at such Guarantor's option, shall be reimbursed by the other
Guarantors for the amount of such excess, pro rata, based on their respective
net worth immediately after the Closing Date or the date such Guarantor becomes
a party to this Guaranty, as applicable. This Section 10 is intended only to
define the relative rights of the Guarantors, and nothing set forth in this
Section 10 is intended to or shall impair the obligations of the Guarantors,
jointly and severally, to pay to the Guarantied Parties the Guarantied
Obligations as and when the same shall become due and payable in accordance with
the terms hereof.

     SECTION 11. Reinstatement. This Guaranty shall remain in full force and
effect and continue to be effective should any petition be filed by or against
any Loan Party for liquidation or reorganization, should any Loan Party become
insolvent or make an assignment for the benefit of creditors or should a
receiver or trustee be appointed for all or any significant part of any Loan
Party's assets, and shall, to the fullest extent permitted by Applicable Law,
continue to be effective or be reinstated, as the case may be, if at any time
payment and performance of the Guarantied Obligations, or any part thereof, is,
pursuant to Applicable Law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligees of the Guarantied Obligations or such part
thereof, whether as a "voidable preference," "fraudulent transfer," or
otherwise, all as though such payment or performance had not been made. In the
event that any payment, or any part thereof, is rescinded, reduced, restored or
returned, the Guarantied Obligations shall, to the fullest extent permitted by
law, be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned.

     SECTION 12. GOVERNING LAW.

     (a) THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF TEXAS APPLICABLE TO


                                   Exhibit C-6



AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT
EACH PARTY SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

     (b) The parties hereto agree that Chapter 346 (other than 346.004) of the
Texas Finance Code (which regulates certain revolving credit accounts and
revolving tri-party accounts) shall not apply to Loans under this Agreement.

     (c) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY
OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS SITTING
IN DALLAS COUNTY, TEXAS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF TEXAS (DALLAS DIVISION), AND BY EXECUTION AND DELIVERY OF THIS
GUARANTY, EACH GUARANTOR, THE BORROWER AND EACH GUARANTIED PARTY CONSENTS, FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF
THOSE COURTS. EACH GUARANTOR, THE BORROWER AND EACH GUARANTIED PARTY IRREVOCABLY
WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN
DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH GUARANTOR, THE BORROWER AND
EACH GUARANTIED PARTY WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH
STATE.

     SECTION 13. Waiver of Jury Trial. EACH PARTY TO THIS GUARANTY HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH
RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR
TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

     SECTION 14. Section Titles. The Section titles contained in this Guaranty
are and shall be without substantive meaning or content of any kind whatsoever
and are not a part of this Guaranty.

     SECTION 15. Execution in Counterparts. This Guaranty 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 taken together shall constitute one and the same Guaranty.


                                   Exhibit C-7



     SECTION 16. Miscellaneous. All references herein to the Borrower or to any
Guarantor shall include their respective successors and assigns, including,
without limitation, a receiver, trustee or debtor-in-possession of or for the
Borrower or such Guarantor. All references to the singular shall be deemed to
include the plural where the context so requires.

     SECTION 17. Subrogation and Subordination.

     (a) Subrogation. Notwithstanding any reference to subrogation contained
herein to the contrary, until the Release Date, each Guarantor hereby
irrevocably waives any claim or other rights which it may have or hereafter
acquire against the Borrower that arise from the existence, payment, performance
or enforcement of such Guarantor's obligations under this Guaranty, including,
without limitation, any right of subrogation, reimbursement, exoneration,
contribution, indemnification, any right to participate in any claim or remedy
of any Lender against the Borrower or any collateral which any Lender now has or
hereafter acquires, whether or not such claim, remedy or right arises in equity,
or under contract, statutes or common law, including without limitation, the
right to take or receive from the Borrower, directly or indirectly, in cash or
other property or by set-off or in any other manner, payment or security on
account of such claim or other rights. If any amount shall be paid to any
Guarantor in violation of the preceding sentence and the Guarantied Obligations
shall not have been paid in full, such amount shall be deemed to have been paid
to such Guarantor for the benefit of, and held in trust for the benefit of, the
Lenders, and shall forthwith be paid to the Administrative Agent to be credited
and applied upon the Guarantied Obligations, whether matured or unmatured, in
accordance with the terms of the Credit Agreement. Each Guarantor acknowledges
that it will receive direct and indirect benefits from the financing
arrangements contemplated by the Credit Agreement and that the waiver set forth
in this Section 17(a) is knowingly made in contemplation of such benefits.

     (b) Subordination. All debt and other liabilities of the Borrower to any
Guarantor ("Borrower Debt") are expressly subordinate and junior to the
Guarantied Obligations and any instruments evidencing the Borrower Debt to the
extent provided below.

          (i) Until the Release Date, each Guarantor agrees that it will not
     request, demand, accept, or receive (by set-off or other manner) any
     payment amount, credit or reduction of all or any part of the amounts owing
     under the Borrower Debt or any security therefor, except as specifically
     allowed pursuant to clause (ii) below;

          (ii) Notwithstanding the provisions of clause (i) above, the Borrower
     may pay to the Guarantors and the Guarantors may receive and retain from
     the Borrower payments on the Borrower Debt, provided that the Borrower's
     right to pay and the Guarantors' right to receive any such amount shall
     automatically and be immediately suspended and cease (A) upon the
     occurrence and during the continuance of an Event of Default or (B) if,
     after taking into account the effect of such payment, a Default would occur
     and be continuing. The Guarantors' right to receive amounts under this
     clause (ii) (including any amounts which theretofore may have been
     suspended) shall automatically be reinstated at such time as the Event of
     Default which was the basis of such suspension has been cured or waived
     (provided that no subsequent Event of Default has occurred) or such earlier
     date,


                                   Exhibit C-8



     if any, that the Administrative Agent gives notice to the Guarantors of
     reinstatement by the Required Lenders, in the Required Lenders' sole
     discretion;

          (iii) If any Guarantor receives any payment on the Borrower Debt in
     violation of this Guaranty, such Guarantor will hold such payment in trust
     for the Lenders and will immediately deliver such payment to the
     Administrative Agent; and

          (iv) In the event of the commencement or joinder of any suit, action
     or proceeding of any type (judicial or otherwise) or proceeding under any
     Debtor Relief Law (an "Insolvency Proceeding"), the Guarantied Obligations
     shall first be paid, discharged and performed in full before any payment or
     performance is made upon the Borrower Debt notwithstanding any other
     provisions which may be made in such Insolvency Proceeding. In the event of
     any Insolvency Proceeding, each Guarantor will at any time prior to the
     payment in full of the Guarantied Obligations on the Maturity Date (A)
     file, at the request of any Guarantied Party, any claim, proof of claim or
     similar instrument necessary to enforce the Borrower's obligation to pay
     the Borrower Debt, and (B) hold in trust for and pay to the Guarantied
     Parties any and all monies, obligations, property, stock dividends or other
     assets received in any such proceeding on account of the Borrower Debt in
     order that the Guarantied Parties may apply such monies or the cash
     proceeds of such other assets to the Guarantied Obligations.

     SECTION 18. Guarantor Insolvency. Should any Guarantor voluntarily seek,
consent to, or acquiesce in the benefits of any Debtor Relief Law or become a
party to or be made the subject of any proceeding provided for by any Debtor
Relief Law (other than as a creditor or claimant) that could suspend or
otherwise adversely affect the rights of any Guarantied Party granted hereunder,
then, the obligations of such Guarantor under this Guaranty shall be, as between
such Guarantor and such Guarantied Party, a fully-matured, due, and payable
obligation of such Guarantor to such Guarantied Party (without regard to whether
the Borrower is then in default under the Credit Agreement or any Affiliated IRP
Agreement or whether any part of the Guarantied Obligations is then due and
owing by the Borrower to such Guarantied Party), payable in full by such
Guarantor to such Guarantied Party upon demand, which shall be the estimated
amount owing in respect of the contingent claim created hereunder.

     SECTION 19. Rate Provision. It is not the intention of any Guarantied Party
to make an agreement violative of the laws of any applicable jurisdiction
relating to usury. Regardless of any provision in this Guaranty, no Guarantied
Party shall ever be entitled to contract, charge, receive, collect or apply, as
interest on the Guarantied Obligations, any amount in excess of the Highest
Lawful Rate. In no event shall any Guarantor be obligated to pay any amount in
excess of the Highest Lawful Rate. If from any circumstance the Administrative
Agent or any Guarantied Party shall ever receive, collect or apply anything of
value deemed excess interest under Applicable Law, an amount equal to such
excess shall be applied to the reduction of the principal amount of outstanding
Revolving Loans, Swing Line Loans, L/C Borrowings and any remainder shall be
promptly refunded to the payor. In determining whether or not interest paid or
payable with respect to the Guarantied Obligations, under any specified
contingency, exceeds the Highest Lawful Rate, the Guarantors and the Guarantied
Parties shall, to the maximum extent permitted by Applicable Law, (a)
characterize any non-principal payment as an expense, fee or premium rather than
as interest, (b) amortize, prorate, allocate and spread the total amount of


                                   Exhibit C-9



interest throughout the full term of such Guarantied Obligations so that the
interest paid on account of such Guarantied Obligations does not exceed the
Highest Lawful Rate and/or (c) allocate interest between portions of such
Guarantied Obligations; provided that if the Guarantied Obligations are paid and
performed in full prior to the end of the full contemplated term thereof, and if
the interest received for the actual period of existence thereof exceeds the
Highest Lawful Rate, the Guarantied Parties shall refund to the payor the amount
of such excess or credit the amount of such excess against the total principal
amount owing, and, in such event, no Guarantied Party shall be subject to any
penalties provided by any laws for contracting for, charging or receiving
interest in excess of the Highest Lawful Rate.

     SECTION 20. Severability. Any provision of this Guaranty which is for any
reason prohibited or found or held invalid or unenforceable by any court or
governmental agency shall be ineffective to the extent of such prohibition or
invalidity or unenforceability, without invalidating the remaining provisions
hereof in such jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction.

     SECTION 21. ENTIRE AGREEMENT. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER HEREIN 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.

     SECTION 22. Conflicts. If in the event of a conflict between the terms and
conditions of this Guaranty and the terms and conditions of the Credit
Agreement, the terms and conditions of the Credit Agreement shall control.

     SECTION 23. Taxes.

     (a) Any and all payments by any Guarantor to or for the account of any
Guarantied Party under this Guaranty, any other Loan Document or any Affiliated
IRP Agreement shall be made free and clear of and without deduction for any and
all present or future taxes, duties, levies, imposts, deductions, assessments,
fees, withholdings or similar charges, and all liabilities with respect thereto,
excluding, in the case of any Guarantied Party, taxes imposed on or measured by
its net income, and franchise taxes imposed on it by the jurisdiction (or any
political subdivision thereof) under the Laws of which such Guarantied Party is
organized or maintains a lending office or any other jurisdictions in which such
Guarantied Party transacts business (all such non-excluded taxes, duties,
levies, imposts, deductions, assessments, fees, withholdings or similar charges,
and liabilities being hereinafter referred to as "Taxes"). If any Guarantor
shall be required by any Laws to deduct any Taxes from or in respect of any sum
payable under this Guaranty or any other Loan Document to any Guarantied Party,
(i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section), such Guarantied Party receives an amount equal to the sum
it would have received had no such deductions been made, (ii) such Guarantor
shall make such deductions, (iii) such Guarantor shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance
with applicable Laws, and (iv) within 30 days after the date of such payment,
such Guarantor shall furnish to the Administrative


                                  Exhibit C-10



Agent (which shall forward the same to such Guarantied Party) the original or a
certified copy of a receipt evidencing payment thereof.

     (b) If any Guarantor shall be required to deduct or pay any Taxes from or
in respect of any sum payable under this Guaranty, any other Loan Document or
any Affiliated IRP Agreement to any Guarantied Party, such Guarantor shall also
pay to the Administrative Agent (for the account of such Guarantied Party) or to
such Guarantied Party, at the time interest on the Obligations is paid, such
additional amount that such Guarantied Party specifies as necessary to preserve
the after-tax yield (after factoring in all taxes, including taxes imposed on or
measured by net income) such Guarantied Party would have received if such Taxes
had not been imposed.

                   REMAINDER OF PAGE LEFT INTENTIONALLY BLANK


                                  Exhibit C-11



     IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly
executed and delivered by its duly authorized officer on the date first above
written.

                                        [GUARANTOR]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        [GUARANTOR]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                  Exhibit C-12



                                                                       EXHIBIT D

                           FORM OF REVOLVING LOAN NOTE

$________________                                              February 24, 2005

     FOR VALUE RECEIVED, CASH AMERICA INTERNATIONAL, INC., a Texas corporation
(the "Borrower"), hereby promises to pay to the order of
___________________________ (the "Lender"), on the Maturity Date (as defined in
the First Amended and Restated Credit Agreement referred to below) the principal
amount of __________________ Dollars ($____________), or such lesser principal
amount of Revolving Loans (as defined in such First Amended and Restated Credit
Agreement) due and payable by the Borrower to the Lender on the Maturity Date
under that certain First Amended and Restated Credit Agreement, dated as of
February 24, 2005 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the "Agreement;" the terms defined
therein being used herein as therein defined), among the Borrower, the Lenders
from time to time party thereto, and Wells Fargo Bank, National Association, as
Administrative Agent, an L/C Issuer and Swing Line Lender.

     The Borrower promises to pay interest on the unpaid principal amount of
each Revolving Loan from the date of such Revolving Loan until such principal
amount is paid in full, at such interest rates, and at such times as are
specified in the Agreement. All payments of principal and interest shall be made
to the Administrative Agent for the account of the Lender in Dollars in
immediately available funds at the Administrative Agent's Office. If any amount
is not paid in full when due hereunder, such unpaid amount shall bear interest,
to be paid upon demand, from the due date thereof until the date of actual
payment (and before as well as after judgment) computed at the per annum rate
set forth in the Agreement.

     This Note is one of the Revolving Loan Notes referred to in the Agreement,
is entitled to the benefits thereof and is subject to optional and mandatory
prepayment in whole or in part as provided therein. Upon the occurrence of one
or more of the Events of Default specified in the Agreement, all amounts then
remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable all as provided in the Agreement. Revolving Loans
made by the Lender shall be evidenced by one or more loan accounts or records
maintained by the Lender in the ordinary course of business. The Lender may also
attach schedules to this Note and endorse thereon the date, amount and maturity
of its Revolving Loans and payments with respect thereto.

     The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand, intent
to accelerate, acceleration, dishonor and non-payment of this Note.


                                   Exhibit D-1



     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF TEXAS.

                                        CASH AMERICA INTERNATIONAL, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                   Exhibit D-2


                REVOLVING LOANS AND PAYMENTS WITH RESPECT THERETO



                                                           AMOUNT OF     OUTSTANDING
                                                          PRINCIPAL OR    PRINCIPAL
       TYPE OF LOAN   AMOUNT OF LOAN   END OF INTEREST   INTEREST PAID   BALANCE THIS
DATE       MADE            MADE             PERIOD         THIS DATE         DATE       NOTATION MADE BY
- ----   ------------   --------------   ---------------   -------------   ------------   ----------------
                                                                      




                                   Exhibit D-3



                                                                       EXHIBIT E

                          FORM OF REVOLVING LOAN NOTICE

                                                        Date: ___________, _____

To: Wells Fargo Bank, National Association, as Administrative Agent

Ladies and Gentlemen:

     Reference is made to that certain First Amended and Restated Credit
Agreement, dated as of February 24 2005 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the
"Agreement;" the terms defined therein being used herein as therein defined),
among Cash America International, Inc. (the "Borrower"), the Lenders from time
to time party thereto, and Wells Fargo Bank, National Association, as
Administrative Agent, an L/C Issuer and Swing Line Lender.

     The undersigned hereby requests (select one):

     [ ]  A Borrowing of Revolving Loans

     [ ]  A conversion or continuation of Revolving Loans

     1.   On ______________ (a Business Day).

     2.   In the amount of $_____________.

     3.   Comprised of _________________________.
                       [Type of Revolving Loan requested]

     4.   For Eurodollar Rate Loans: with an Interest Period of _____
          days/months.

     [The Revolving Borrowing requested herein complies with the proviso to the
first sentence of Section 2.01 of the Agreement.]

                                        CASH AMERICA INTERNATIONAL, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                  Exhibit E-1



                                                                       EXHIBIT F

                             FORM OF SWING LINE NOTE

$10,000,000.00                                                 February 24, 2005

     FOR VALUE RECEIVED, Cash America International, Inc., a Texas corporation
(the "Borrower"), hereby promises to pay to the order of WELLS FARGO BANK,
NATIONAL ASSOCIATION ("Swing Line Lender"), on the date when due in accordance
with the First Amended and Restated Credit Agreement referred to below, the
aggregate principal amount of each Swing Line Loan from time to time made by the
Swing Line Lender to the Borrower under that certain First Amended and Restated
Credit Agreement, dated as of February 24, 2005 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the
"Agreement;" the terms defined therein being used herein as therein defined),
among the Borrower, the Lenders from time to time party thereto, and Wells Fargo
Bank, National Association, as Administrative Agent, an L/C Issuer and Swing
Line Lender.

     The Borrower promises to pay interest on the unpaid principal amount of
each Swing Line Loan from the date of such Swing Line Loan until such principal
amount is paid in full, at such interest rates and at such times as provided in
the Agreement.

     All payments of principal and interest shall be made to the Swing Line
Lender in Dollars in immediately available funds at its Lending Office.

     If any amount is not paid in full when due hereunder, such unpaid amount
shall bear interest, to be paid upon demand, from the due date thereof until the
date of actual payment (and before as well as after judgment) computed at the
per annum rate set forth in the Agreement.

     This Note is the Swing Line Note referred to in the Agreement, is entitled
to the benefits thereof and is subject to optional and mandatory prepayment in
whole or in part as provided therein. This Note is also entitled to the benefits
of the Guaranty. Upon the occurrence of one or more of the Events of Default
specified in the Agreement, all amounts then remaining unpaid on this Note shall
become, or may be declared to be, immediately due and payable all as provided in
the Agreement. Swing Line Loans made by the Swing Line Lender shall be evidenced
by one or more loan accounts or records maintained by Swing Line Lender in the
ordinary course of business. The Swing Line Lender may also attach schedules to
this Note and endorse thereon the date, amount and maturity of the Swing Line
Loans and payments with respect thereto.

     The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand, intent
to accelerate, acceleration, dishonor and non-payment of this Note.


                                   Exhibit F-1



     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF TEXAS.

                                        CASH AMERICA INTERNATIONAL, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                   Exhibit F-2



               SWING LINE LOANS AND PAYMENTS WITH RESPECT THERETO



                              AMOUNT OF PRINCIPAL OR   OUTSTANDING PRINCIPAL
DATE   AMOUNT OF LOAN MADE   INTEREST PAID THIS DATE     BALANCE THIS DATE      NOTATION MADE BY
- ----   -------------------   -----------------------   ---------------------    ----------------
                                                                    




                                   Exhibit F-3



                                                                       EXHIBIT G

                         FORM OF SWING LINE LOAN NOTICE

                                                        Date: ___________, _____

To:  Wells Fargo Bank, National Association, as Swing Line Lender
     Wells Fargo Bank, National Association, as Administrative Agent

Ladies and Gentlemen:

     Reference is made to that certain First Amended and Restated Credit
Agreement, dated as of February 24, 2005 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the
"Agreement;" the terms defined therein being used herein as therein defined),
among Cash America International, Inc. (the "Borrower"), the Lenders from time
to time party thereto, and Wells Fargo Bank, National Association, as
Administrative Agent, an L/C Issuer and Swing Line Lender.

     The undersigned hereby requests a Swing Line Loan:

     1.   On ______________ (a Business Day).

     2.   In the amount of $______________.

     The Swing Line Borrowing requested herein complies with the requirements of
the first proviso to the first sentence of Section 2.04(a) of the Agreement.

                                        CASH AMERICA INTERNATIONAL, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                   Exhibit G-1



                                                                       EXHIBIT H

                          FORM OF OFFICER'S CERTIFICATE

To:  Wells Fargo Bank, National Association, as Administrative Agent under the
     Agreement defined below

Ladies and Gentlemen:

     Reference is made to that certain First Amended and Restated Credit
Agreement, dated as of February 24, 2005 (as amended, extended, supplemented or
otherwise modified in writing from time to time, the "Credit Agreement;" the
terms defined therein being used herein as therein defined), among Cash America
International, Inc. (the "Borrower"), the Lenders from time to time party
thereto, and Wells Fargo Bank, National Association, as Administrative agent, an
L/C Issuer and Swing Line Lender.

     The undersigned, _____________________________________, chief executive
officer of the Borrower, hereby certifies as of the date hereof that (a) he is
authorized to execute and deliver this Certificate to the Administrative Agent
on the behalf of the Borrower, and (b) to the best of his knowledge after due
inquiry and investigation, each Loan Party is in compliance with all Laws
(including, without limitation, all federal and state registrations required by
any anti-money laundering Laws), except to the extent that the failure to do so
could not, individually or in the aggregate, be expected to have a Material
Adverse Effect.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
_____________________, _____.

                                        CASH AMERICA INTERNATIONAL, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                   Exhibit H-1

EX-10.2

EXHIBIT 10.2

THIRD AMENDMENT TO

FIRST AMENDED AND RESTATED CREDIT AGREEMENT

     THIS THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”), dated as of November 21, 2008, is entered into among CASH AMERICA INTERNATIONAL, INC., a Texas corporation (the “Borrower”), the lenders listed on the signature pages hereof as Lenders (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, L/C Issuer and Swing Line Lender.

BACKGROUND

     A. The Borrower, the Lenders, the Administrative Agent, the Swing Line Lender and the L/C Issuer are parties to that certain First Amended and Restated Credit Agreement, dated as of February 24, 2005, as modified by that certain Consent to Credit Agreement, dated as of June 28, 2006, that certain First Amendment to First Amended and Restated Credit Agreement, dated as of March 16, 2007, that certain Commitment Increase Agreement, dated as of February 29, 2008 and that certain Second Amendment to First Amended and Restated Credit Agreement, dated as of June 30, 2008, (said Credit Agreement, as modified and amended, the “Credit Agreement”). The terms defined in the Credit Agreement and not otherwise defined herein shall be used herein as defined in the Credit Agreement.

     B. The Borrower has requested certain amendments to the Credit Agreement.

     C. The Lenders, the Administrative Agent, the Swing Line Lender and the L/C Issuer hereby agree to amend the Credit Agreement, subject to the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are all hereby acknowledged, the Borrower, the Lenders, the Swing Line Lender, the L/C Issuer and the Administrative Agent covenant and agree as follows:

     1. AMENDMENTS.

     (a) Section 1.01 of the Credit Agreement is hereby amended by adding the defined terms “Defaulting Lender”, “Impacted Lender” “Mexican Acquisition”, “New Senior Notes” and “Term Loan Credit Facility” thereto in proper alphabetical order to read as follows:

     “Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder unless such failure has been cured, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute or unless such failure

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has been cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

     “Impacted Lender” means a Defaulting Lender or a Lender as to which (a) the L/C Issuer has a good faith belief that the Lender has defaulted in fulfilling its obligations under one or more other syndicated credit facilities or (b) an entity that Controls the Lender has been deemed insolvent or become subject to a bankruptcy or other similar proceeding.

     “Mexican Acquisition” means the acquisition and related transactions by a Domestic Subsidiary of 80% of the equity interests of Creazione Estilo, S.A. de C.V., SOFOM, E.N.R, a Mexican corporation, pursuant to documentation in form and substance satisfactory to Administrative Agent and for consideration consisting of (a) at closing of the Mexican Acquisition, an initial purchase price not to exceed $95,000,000 (the “Initial Purchase Payment”) and (b) potential additional consideration consisting of earnout payments which satisfy the requirements of Section 7.03(l)(vi).

     “New Senior Notes” means the indebtedness of the Borrower (and Guaranty of Domestic Subsidiaries in respect thereof), to be issued in connection with the Mexican Acquisition; provided that such notes satisfy the requirements set forth in the definition of “Additional Unsecured Senior Debt”.

     “Term Loan Credit Facility” means a term loan credit facility entered into between the Borrower and certain of the Lenders, including Wells Fargo, whereby such Lenders have agreed to extend term loans to the Borrower in an aggregate principal amount not to exceed $75,000,000.

     (b) The definition of “Assumed Indebtedness” in Section 1.01 of the Credit Agreement is hereby amended and restated as follows:

     “Assumed Indebtedness” means Indebtedness assumed in Acquisitions permitted pursuant to Sections 7.03(f) and 7.03(l).

     (c) The definition of “Voting Percentage” in Section 1.01 of the Credit Agreement is hereby amended and restated to read as follows:

     “Voting Percentage” means, as to any Lender, (a) at any time when the Revolving Commitments are in effect, such Lender’s Pro Rata Share and (b) at any time after the termination of the Revolving Commitments, the percentage (carried out to the ninth decimal place) which (i) the sum of (A) the Outstanding Amount of such Lender’s Revolving Loans, plus (B) such Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations, plus (C) such Lender’s Pro Rata Share of the Outstanding Amount of Swing Line Loans, then constitutes of (ii) the Outstanding Amount of all Loans and L/C Obligations; provided, however, that if any Lender is a Defaulting Lender, such Lender’s Voting Percentage shall be deemed to be zero, and the respective Pro Rata Shares and

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Voting Percentages of the other Lenders shall be recomputed for purposes of this definition and the definition of “Required Lenders” without regard to such failing Lender’s Revolving Commitment or the outstanding amount of its Revolving Loans, L/C Advances and funded participations in Swing Line Loans, as the case may be.

     (d) Section 2.03(a)(ii) of the Credit Agreement is hereby amended and restated as follows:

     (ii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if:

     (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good faith deems material to it;

     (B) subject to Section 2.03(b)(iii) hereof, the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date;

     (C) such Letter of Credit is to be denominated in a currency other than Dollars; or

     (D) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time an Impacted Lender hereunder, unless the L/C Issuer has entered into arrangements satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender.

     (e) Section 2.04(a) of the Credit Agreement is hereby amended and restated as follows:

     (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, but in its sole discretion and without any obligation, to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to

3

the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Outstanding Amount of Revolving Loans of the Swing Line Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Aggregate Revolving Commitments and, (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and provided, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05 hereof, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.

     (f) Section 2.13 of the Credit Agreement is hereby amended and restated as follows:

     2.13 Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of any Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loan or such participations, as the case may be, pro rata with each of them; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefore, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (x) the amount of such paying Lender’s required repayment to (y) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement, (y) any payment obtained by a Lender as consideration for the

4

assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply) or (z) any payment obtained by the L/C Issuer or Swing Line Lender in connection with cash collateral or other arrangements made in respect of an Impacted Lender. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.09 hereof with respect to such participation) as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

     (g) Section 7.02(e) of the Credit Agreement is hereby amended and restated as follows:

     (e) intercompany loans and advances, provided that the aggregate amount of outstanding Foreign Loans after the Closing Date, together with Investments in Capital Stock of Foreign Subsidiaries made after the Closing Date pursuant to Section 7.03(c) and Foreign Acquisitions made after the Closing Date (including the amount of any earnout payments or additional consideration paid in connection with the Mexican Acquisition but excluding the Initial Purchase Payment) pursuant to Section 7.03(f), shall not exceed 12.5% of Net Worth at any time;

     (h) Section 7.03(c) of the Credit Agreement is hereby amended and restated as follows:

     (c) ownership of Capital Stock of Foreign Subsidiaries, provided that the aggregate amount of such Investments and Foreign Acquisitions made after the Closing Date (including the amount of any earnout payments or additional consideration paid in connection with the Mexican Acquisition but excluding the Initial Purchase Payment), and the aggregate amount of outstanding Foreign Loans, shall not exceed 12.5% of Net Worth in aggregate amount at any time,

     (i) Section 7.03(f) of the Credit Agreement is hereby amended and restated as follows:

     (f) Acquisitions (other than the Mexican Acquisition), provided (i) at time of such Acquisition and after giving effect thereto, no Default or Event of Default

5

shall exist, (ii) the assets, property or business being acquired shall be in one or more of the types of businesses described in clauses (a) through (c) of Section 5.19 hereof, (iii) such Acquisition shall not be opposed by the board of directors (or other governing body) of the Person being acquired, (iv) promptly upon becoming available and in any event within five (5) days prior to any proposed Acquisition for which the aggregate Acquisition Consideration for such Acquisition is equal to or greater than $15,000,000, the Administrative Agent shall have received a pro forma Compliance Certificate setting forth the covenant calculations both immediately prior to and after giving effect to the proposed Acquisition and certifying that no Default or Event of Default exists or would occur as a result therefrom, (v) if immediately prior to or immediately after such Acquisition and after giving effect thereto, the Leverage Ratio is greater than or equal to 2.25 to 1.00, the Acquisition Consideration for any single Acquisition (other than the Mexican Acquisition) shall not exceed 20% of Net Worth as of the most recent fiscal quarter immediately preceding the Acquisition without the Required Lenders approval, (vi) immediately after such Acquisition, the Aggregate Revolving Commitments exceed the Outstanding Amount of Loans and L/C Obligations by at least $15,000,000, and (vii) the aggregate amount of Foreign Acquisitions made after the Closing Date (including the amount of any earnout payments or additional consideration paid in connection with the Mexican Acquisition but excluding the Initial Purchase Payment), together with the Investments in Capital Stock of Foreign Subsidiaries made after the Closing Date and the aggregate amount of outstanding Foreign Loans, shall not exceed 12.5% of Net Worth at any time;

     (j) Section 7.03 of the Credit Agreement is hereby amended to (i) delete “and” at the end of clause (k) thereof, (ii) reletter clause (l) to clause (m) and (iii) insert a new clause (l) thereto to read as follows:

     (l) the Mexican Acquisition, provided (i) at time of such Acquisition and after giving effect thereto, no Default or Event of Default shall exist, (ii) the assets, property or business being acquired shall be in one or more of the types of businesses described in clauses (a) through (c) of Section 5.19 hereof, (iii) such Acquisition shall not be opposed by the board of directors (or other governing body) of the Person being acquired, (iv) promptly upon becoming available and in any event within five (5) days prior to the Mexican Acquisition, the Administrative Agent shall have received a pro forma Compliance Certificate setting forth the covenant calculations both immediately prior to and after giving effect to the Mexican Acquisition and certifying that no Default or Event of Default exists or would occur as a result therefrom, (v) immediately after the Mexican Acquisition, the Aggregate Revolving Commitments exceed the Outstanding Amount of Loans and L/C Obligations by at least $15,000,000, and (vi) the aggregate amount of Foreign Acquisitions made after the Closing Date (including the amount of any earnout payments or additional consideration paid in connection with the Mexican Acquisition but excluding the Initial Purchase Payment), together with the Investments in Capital Stock of Foreign Subsidiaries

6

made after the Closing Date and the aggregate amount of outstanding Foreign Loans, shall not exceed 12.5% of Net Worth at any time; and

     (k) Section 7.06 of the Credit Agreement is hereby amended and restated as follows:

     7.06 Restricted Payments. The Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly pay any Restricted Payment; provided, however, (a) any Subsidiary may declare and pay Dividends to or for the benefit of the Borrower or any Guarantor, and (b) the Borrower may (i) make regularly scheduled interest payments on Subordinated Debt and Additional Unsecured Senior Debt, (ii) declare Dividends (including the repurchase of Capital Stock of the Borrower), (iii) make regularly scheduled principal payments on Subordinated Debt in existence as of the Closing Date, in both cases of clauses (ii) and (iii) hereof taken together in an aggregate amount not to exceed the sum of (A) $16,500,000 plus (B) 50% of cumulative Net Income after the Closing Date, and (iv)(A) make regularly scheduled principal payments on Subordinated Debt issued or incurred after the First Amendment Effective Date and (B) make prepayments and regularly scheduled principal payments on (w) Additional Unsecured Senior Debt (other than the Term Loan Credit Facility and the New Senior Notes) in an aggregate amount not to exceed $10,000,000, (x) the Term Loan Credit Facility in an aggregate amount not to exceed $40,000,000 and (y) the New Senior Notes in an aggregate amount not to exceed $30,000,000; provided, further, the Borrower shall make no Restricted Payments unless there shall exist no Default or Event of Default prior to or after giving effect to any proposed Restricted Payment.

     (l) Exhibit B to the Credit Agreement is hereby amended to be in the form of Exhibit B to this Amendment.

     2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof:

     (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date;

     (b) no event has occurred and is continuing which constitutes a Default or an Event of Default;

     (c) (i) the Borrower has full power and authority to execute and deliver this Third Amendment, (ii) this Third Amendment has been duly executed and delivered by the Borrower, and (iii) this Third Amendment 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

7

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 of this Third Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of the Borrower, or any indenture, agreement or other instrument to which the Borrower or any of its properties are 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 Third Amendment, or (ii) the acknowledgement by each Guarantor of this Third Amendment.

     3. CONDITIONS TO EFFECTIVENESS. This Third Amendment shall be effective upon satisfaction or completion of the following:

     (a) the Administrative Agent shall have received counterparts of this Third Amendment executed by the Required Lenders;

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

     (c) the Administrative Agent shall have received a certified resolution of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Third Amendment;

     (d) the Administrative Agent shall have received an opinion of the Borrower’s General Counsel, in form and substance satisfactory to the Administrative Agent, with respect to matters set forth in Sections 2(c), (d), and (e) of this Third Amendment; 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.

     4. REFERENCE TO THE CREDIT AGREEMENT.

     (a) Upon the effectiveness of this Third Amendment, 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 affected and amended hereby.

     (b) The Credit Agreement, as amended by the amendments referred to above, shall remain in full force and effect and is hereby ratified and confirmed.

     5. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Third Amendment and the other instruments and documents to be

8

delivered hereunder (including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto).

     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 Third Amendment, (b) acknowledges and agrees that its obligations in respect of its Guaranty are not released, diminished, waived, modified, impaired or affected in any manner by this Third Amendment or any of the provisions contemplated herein, (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.

     7. EXECUTION IN COUNTERPARTS. This Third Amendment 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 Third Amendment, 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.

     8. GOVERNING LAW; BINDING EFFECT. This Third Amendment shall be governed by and construed in accordance with the 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, and shall be binding upon the parties hereto and their respective successors and assigns.

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

     10. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS THIRD AMENDMENT, AND THE OTHER LOAN DOCUMENTS 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.

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

9

     IN WITNESS WHEREOF, this Third Amendment is executed as of the date first set forth above.

CASH AMERICA INTERNATIONAL, INC., as Borrower
By:	/s/ Austin D. Nettle	.
	Austin D. Nettle
	Vice President and Treasurer

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
By:	/s/ Jeffrey D. Bundy	.
	Jeffrey D. Bundy
	Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, as an L/C Issuer, a Lender and Swing Line Lender
By:	/s/ Jeffrey D. Bundy	.
	Jeffrey D. Bundy
	Vice President

JPMORGAN CHASE BANK, N.A., as Syndication Agent and a Lender
By:	/s/ Lindsey M. Hester
	Lindsey M. Hester
	Vice President

U. S. BANK NATIONAL ASSOCIATION, as a Co-Documentation Agent and a Lender
By:	/s/ Kevin S. McFadden	.
	Kevin S. McFadden
	Vice President

KEYBANK NATIONAL ASSOCIATION, as a Co-Documentation Agent and a Lender
By:	/s/ David A. Wild	.
	David A. Wild
	Vice President

UNION BANK OF CALIFORNIA, N.A., as a Co-Documentation Agent and a Lender
By:	/s/ Sarah Daniel	.
	Sarah Daniel
	Vice President

THE HUNTINGTON NATIONAL BANK, as a Lender
By:	/s/ Joe Tonges	.
	Joe Tonges
	Assistant Vice President

FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Stephen R. Deaton	.
	Stephen R. Deaton
	Senior Vice President

AMEGY BANK, N.A., as a Lender
By:	/s/ Melinda Jackson	.
	Melinda Jackson
	Senior Vice President

TEXAS CAPITAL BANK, N.A., as a Lender
By:	/s/ Barry Kromann	.
	Barry Kromann
	Executive Vice President

ACKNOWLEDGED AND AGREED TO:

     CORPORATE GUARANTORS

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 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 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.
Ohio Neighborhood Finance, Inc.
Mr. Payroll Corporation
RATI Holding, Inc.
Tiger Pawn & Gun, Inc.
Uptown City Pawners, Inc.
Vincent’s Jewelers and Loan, Inc.
Cash America Global Financing, Inc.
Cash America of Mexico, Inc.

/s/ David J. Clay

     David J. Clay, Senior Vice President for all Corporate Guarantors

     (other than Cash America, Inc. of North Carolina) and Vice President of

     Cash America, Inc. of North Carolina

     PARTNERSHIP GUARANTORS

Cash America Management L.P.
Cash America Pawn L.P.

By: Cash America Holding, Inc., the General Partner for each Partnership Guarantor

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

LLC GUARANTORS

Cash America Net Holdings, LLC

Primary Credit Solutions, LLC (f/k/a Primary Cash Holdings, LLC)

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
CashNetUSA of Florida, LLC
Cash America Net of Hawaii, LLC
Cash America Net of Idaho, LLC
Cash America Net of Illinois, LLC
Cash America Net of Indiana, LLC
Cash America Net of Iowa, LLC
Cash America Net of Kansas, LLC
Cash America Net of Kentucky, LLC
Cash America Net of Louisiana, LLC
Cash America Net of Maine, LLC
CashNet CSO of Maryland, LLC
Cash America Net of Michigan, LLC
Cash America Net of Minnesota, LLC
Cash America Net of Mississippi, LLC
Cash America Net of Missouri, LLC
Cash America Net of Montana, LLC
Cash America Net of Nebraska, LLC
Cash America Net of Nevada, LLC
Cash America Net of New Hampshire, LLC
Cash America Net of New Mexico, LLC
CashNet USA CO, LLC
CashNetUSA OR, LLC
The Check Giant NM, LLC
Cash America Net of North Dakota, LLC
Cash America Net of Ohio, LLC
Cash America Net of Oklahoma, LLC
Cash America Net of Oregon, LLC
Cash America Net of Rhode Island, LLC
Cash America Net of South 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
CashNet of Australia, LLC
Ohio Consumer Financial Solutions, LLC

By:	CASH AMERICA NET HOLDINGS, LLC
	Sole Member of Each of the above-named Limited Liability Companies
By:	/s/ Austin D. Nettle
	Austin D. Nettle
	Vice President and Treasurer

Primary Credit Services, LLC (f/k/a Primary Cash Finance, LLC)
Primary Credit Processing, LLC (f/k/a Primary Cash Card Processing, LLC)
Primary Payment Solutions, LLC (f/k/a Primary Cash Card Services, LLC)

By:	PRIMARY CREDIT SOLUTIONS, LLC (f/k/a Primary Cash Holdings, LLC)
	Sole Member of Each of the above-named Limited Liability Companies
By:	/s/ Austin D. Nettle
Name:	Austin D. Nettle
Title:	Vice President — Treasurer

EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:                     

To:  Wells Fargo Bank, National Association, as Administrative Agent, L/C Issuer and Swing Line Lender

Ladies and Gentlemen:

     Reference is made to that certain First Amended and Restated Credit Agreement, dated as of February 24, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Cash America International, Inc. (the “Borrower”), the Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent, an L/C Issuer and Swing Line Lender.

     The undersigned Responsible Officer hereby certifies (in his representative capacity but not in his individual capacity) as of the date hereof that he/she is the                                                        of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that:

[Use following for fiscal year-end financial statements]

     1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(b) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following for fiscal quarter-end financial statements]

     1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(a) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

     2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements.

     3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and

[select one:]

[to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it.]

—or—

[the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:]

     4. The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this Certificate.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of                             ,           .

CASH AMERICA INTERNATIONAL, INC.
By:
	Name:
	Title:

For the Quarter/Year ended                               (“Statement Date”)

SCHEDULE 2
to the Compliance Certificate
($ in 000’s)

I.	Leverage Ratio — For Determination of Applicable Rate.
	A.	Adjusted Funded Debt as of date of determination for the Borrower and its Subsidiaries on a consolidated basis:
		1.	Funded Debt:
			(a)	Without duplication, all obligations for borrowed money and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments:	$
			(b)	Without duplication, obligations in respect of earnout or similar payments deemed earned and payable in cash or which may be payable in cash at the seller’s or obligee’s option and to the extent the same appears on Borrower’s balance sheet:	$
			(c)	Without duplication, obligations in respect of Capital Leases and Synthetic Lease Obligations:	$
			(d)	Without duplication, any Receivables Facility Attributed Indebtedness:	$
			(e)	Without duplication, obligations in respect of any Redeemable Stock:	$
			(f)	Funded Debt (Lines I.A.1(a) + (b) + (c) + (d) + (e)):	$
		2.	Adjusted Funded Debt:
			(a)	Funded Debt (from Line I.A.1(f) above):	$
			(b)	Cash on Hand:	$
			(c)	Adjusted Funded Debt (Line I.A.2(a) – (b)):	$

B.	Adjusted EBITDA for the period of the four consecutive fiscal quarters ending on such date (the “Subject Period”):
	1.	EBITDA:
		(a)	Net Income for the Subject Period (excluding therefrom, to the extent included in determining Net Income, the income or loss of any Person (other than a Subsidiary) of which the Borrower or any Subsidiary owns Capital Stock, except to the extent of the amount of Dividends or other distributions actually paid to the Borrower or any Subsidiaries during such period:	$
		(b)	Without duplication and to the extent deducted in Net Income, Interest Expense for the Subject Period:	$
		(c)	Without duplication and to the extent deducted in Net Income, federal, state, local and foreign income and franchise taxes of the Borrower and its Subsidiaries for the Subject Period:	$
		(d)	Without duplication and to the extent deducted in Net Income, depreciation and amortization expenses of the Borrower and its Subsidiaries and other non-cash charges of the Borrower and its Subsidiaries for the Subject Period:	$
		(e)	Without duplication and to the extent included in Net Income, extraordinary gains and extraordinary non-cash credits of the Borrower and its Subsidiaries for the Subject Period:	$
		(f)	EBITDA (Lines I.B.1(a) + (b) + (c) + (d) – (e)):	$
	2.	Adjusted EBITDA for the Subject Period:
		(a)	EBITDA (from Line I.B.1(f) above):	$
		(b)	Any non-cash gain or loss recognized on the income statement from derivative and currency value fluctuations during the Subject Period:	$

			(c)	Upon the acquisition of any assets or Persons permitted by Section 7.03 which generate EBITDA (whether positive or negative), the actual trailing 12 month EBITDA of the acquired assets or Person, as the case may be with adjustments as provided in Article 11, Regulation S-X of the Securities Act:	$
			(d)	Upon the disposition of any assets or Persons permitted by Section 7.05 hereof which generate EBITDA (whether positive or negative), the actual trailing 12 month EBITDA of the disposed assets or Person, as the case may be with adjustments as provided in Article 11, Regulation S-X of the Securities Act:	$
			(e)	Adjusted EBITDA (Line I.B.2(a) – (b) + (c) – (d)):	$
	C.	Leverage Ratio (Line I.A.2(c) ¸ Line I.B.2(e)):			to 1
II.	Section 7.02(r) — Additional Secured Senior Debt.
	A.	15% of Net Worth:			$
	B.	Additional Secured Senior Debt:
		1.	Purchase Money Indebtedness:		$
		2.	Capitalized Leases:		$
		3.	Assumed Indebtedness:		$
		4.	Other Indebtedness secured by a Permitted Lien:		$
		5.	Total Additional Secured Senior Debt (Lines I.B.1. + 2. + 3. + 4.):		$
	C.	Difference (Line II.A. – Line II.B.5.):			$
III.	Section 7.06 — Limitation on Restricted Payments.
	A.	Cumulative Net Income after the Closing Date:			$
	B.	Actual amount of Dividends and scheduled principal payments on Subordinated Debt in existence as of the Closing Date during term of Agreement:			$
	C.	Maximum aggregate amount of Dividends and scheduled principal payments on Subordinated Debt in existence as of the Closing Date during term of Agreement: ($16,500,000 + 50% of Line III.A.):			$

	D.	Actual amount of scheduled principal payments on Subordinated Debt and Additional Unsecured Senior Debt (other than the Term Loan Credit Facility and the New Senior Notes) issued or incurred after the First Amendment Effective Date:	$
	E.	Maximum amount of payments set forth in Line III.D. above permitted:	$	10,000,000
	F.	Actual amount of scheduled principal payments on the Term Loan Facility:	$
	G.	Maximum amount of payments set forth in Line III.F above permitted:	$	40,000,000
	H.	Actual amount of scheduled principal payments on the New Senior Notes:	$
	I.	Maximum amount of payments set forth in Line III.H above permitted:	$	30,000,000
IV.	Section 7.18(a) — Maximum Leverage Ratio.
	A.	Leverage Ratio (Line I.C.):		to 1.00
	B.	Maximum Allowed at the end of any fiscal quarter:	3.00 to 1.00
V.	Section 7.18(b) — Minimum Fixed Charge Coverage Ratio.
	A.	Adjusted EBITDA for the Subject Period (Line I.B.2(e)):	$
	B.	Rent and lease expense for the Subject Period:	$
	C.	Interest Expense whether paid or accrued (including the interest component of Capital Leases), of the Borrower and Subsidiaries as it appears on the consolidated income statement of the Borrower and its consolidated Subsidiaries for the Subject Period:	$
	D.	All scheduled payments on Funded Debt (specifically excluding any unscheduled mandatory or optional prepayments on Funded Debt) for the Subject Period:	$
	E.	Rent and lease expense for the Subject Period:	$
	F.	Fixed Charge Coverage Ratio ((Lines V.A. + B.) ¸ (Lines V.C. + D. + E.)):		to 1
	G.	Minimum required at the end of any fiscal quarter:	1.75 to 1
VI.	Section 7.18(e) — Minimum Net Worth.
	A.	Net Income after September 30, 2006 (with no deduction for net losses during any period):	$
	B.	Net Proceeds received by the Borrower and its Subsidiaries from the issuance and sale of Capital Stock of the Borrower or any Subsidiary (other than issuance to the Borrower or a	$

	wholly-owned Subsidiary), including any conversion of debt securities of the Borrower into such Capital Stock after September 30, 2006:
C.	Net Worth (Line VI.A.1(c)):	$
D.	Minimum Net Worth ($355,763,250 + (50% x Line VI.A) + Line VI.B):	$

EX-10.3

EXHIBIT 10.3

Confidential Treatment Requested by Cash America International, Inc.
Confidential Portions of this document have been redacted and filed separately with the Securities and Exchange Commission.

CREDIT AGREEMENT

AMONG

CASH AMERICA INTERNATIONAL, INC.,
AS THE BORROWER,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT,

AND

THE OTHER LENDERS PARTY HERETO

Dated as of November 21, 2008

[**Confidential Treatment Requested] indicates that portions of this document have been deleted and have been separately filed with the Securities and Exchange Commission.

TABLE OF CONTENTS

Section	Page
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS
1.01 Defined Terms		1
1.02 Other Interpretive Provisions		16
1.03 Accounting Terms		17
1.04 Rounding		17
1.05 References to Agreements and Laws		17
ARTICLE II. THE TERM LOAN
2.01 The Term Loan		17
2.02 Borrowings, Conversions and Continuations of Term Loans		17
2.03 Termination of Term Loan Commitments		19
2.04 Repayment of Term Loans		19
2.05 Prepayments		19
2.06 Interest		20
2.07 Fees		20
2.08 Computation of Interest and Fees		20
2.09 Evidence of Debt		20
2.10 Payments Generally		21
2.11 Sharing of Payments		22
ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY
3.01 Taxes		23
3.02 Illegality		24
3.03 Inability to Determine Rates		25
3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans.		25
3.05 Funding Losses		26
3.06 Matters Applicable to all Requests for Compensation		27
3.07 Survival		27
ARTICLE IV. CONDITIONS PRECEDENT TO TERM LOAN BORROWING
4.01 Conditions of Term Loan Borrowing		27
4.02 Conditions to Term Loan Borrowing and all Conversions and Continuations		29
ARTICLE V. REPRESENTATIONS AND WARRANTIES
5.01 Existence, Qualification and Power; Compliance with Laws		29
5.02 Authorization; No Contravention		30
5.03 Governmental Authorization		30
5.04 Binding Effect		30
5.05 Financial Statements; No Material Adverse Effect		30
5.06 Litigation		30
5.07 No Default		30
5.08 Ownership of Property; Liens		31

i 

Section	Page
5.09 Environmental Compliance		31
5.10 Insurance		31
5.11 Taxes		31
5.12 ERISA Compliance		31
5.13 Subsidiaries		32
5.14 Margin Regulations; Investment Company Act; Public Utility Holding Company Act		32
5.15 No Financing of Corporate Takeovers		32
5.16 Insider		32
5.17 Disclosure		33
5.18 Intellectual Property; Licenses, Etc		33
5.19 Businesses		33
5.20 Common Enterprise		33
5.21 Solvent		33
5.22 Creazione Acquisition		33
ARTICLE VI. COVENANTS
ARTICLE VII. [INTENTIONALLY OMITTED]
ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES
8.01 Events of Default		35
8.02 Remedies Upon Event of Default		37
8.03 Application of Proceeds		37
ARTICLE IX. ADMINISTRATIVE AGENT
9.01 Appointment and Authorization of Administrative Agent		38
9.02 Delegation of Duties		38
9.03 Liability of Administrative Agent		39
9.04 Reliance by Administrative Agent		39
9.05 Notice of Default		40
9.06 Credit Decision; Disclosure of Information by Administrative Agent		40
9.07 INDEMNIFICATION OF ADMINISTRATIVE AGENT		40
9.08 Administrative Agent in its Individual Capacity		41
9.09 Successor Administrative Agent		41
9.10 Guaranty Matters		42
9.11 Administrative Agent May File Proofs of Claim		42
9.12 Related Obligations		43
9.13 Other Agents; Arrangers and Managers		43
ARTICLE X. MISCELLANEOUS
10.01 Amendments, Etc		44
10.02 Notices and Other Communications; Facsimile Copies		45
10.03 No Waiver; Cumulative Remedies		46
10.04 Attorney Costs, Expenses and Taxes		46
10.05 INDEMNIFICATION BY THE BORROWER		47
10.06 Payments Set Aside		48
10.07 Successors and Assigns		49
10.08 Confidentiality		51

ii 

Section	Page
10.09 Set-off		52
10.10 Interest Rate Limitation		52
10.11 Counterparts		52
10.12 Integration		52
10.13 Survival of Representations and Warranties		53
10.14 Severability		53
10.15 Foreign Lenders		53
10.16 Removal and Replacement of Lenders		54
10.17 Exceptions to Covenants		54
10.18 Governing Law		54
10.19 Waiver of Right to Trial by Jury		55
10.20 USA Patriot Act Notice		55
10.21 Entire Agreement		55
SIGNATURES		S-1

iii 

SCHEDULES
	1.01		Subsidiary Groups (for Definitions)
	2.01		Term Commitments and Pro Rata Shares
	5.13		Subsidiaries and Other Equity Investments
	7.03	(j)	Existing Investments
	10.02		Eurodollar and Domestic Lending Offices, Addresses for Notices
EXHIBITS
			Form of
	A		Assignment and Acceptance
	B		Guaranty
	C		Term Loan Note
	D		Term Loan Notice
	E		Officer’s Certificate

iv 

CREDIT AGREEMENT

     This CREDIT AGREEMENT (“Agreement”) is entered into as of November 21, 2008, among CASH AMERICA INTERNATIONAL, INC., a Texas corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.

     The Borrower has requested that the Lenders provide a term credit facility, and the Lenders are willing to do so on and subject to the terms and conditions set forth herein.

     In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

     1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

     “Act” has the meaning set forth in Section 10.20 hereof.

     “Administrative Agent” means Wells Fargo in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

     “Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

     “Affiliate” means, as to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. A Person shall be deemed to be “controlled by” any other Person if such other Person possesses, directly or indirectly, power (a) to vote 10% or more of the Voting Shares (on a fully diluted basis) of such Person; or (b) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

     “Affiliated IRP Agreement” means an Interest Rate Protection Agreement entered into between the Borrower and a Lender or an Affiliate of a Lender, provided that such Lender was a Lender hereunder at the time such Interest Rate Protection Agreement was entered into.

     “Agent Fee Letter” has the meaning specified in Section 2.07 hereof.

     “Agent-Related Persons” means the Administrative Agent (including any successor administrative agent), together with its Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

     “Aggregate Term Commitments” means the aggregate amount of Term Commitments of the Lenders, which initially shall be $38,000,000, as the same may be increased or reduced from time to time pursuant to the terms of this Agreement.

1

     “Agreement” means this Credit Agreement.

     “Applicable Law” means (a) in respect of any Person, all provisions of Laws applicable to such Person, and all orders and decrees of all courts and arbitrators in proceedings or actions to which the Person in question is a party and (b) in respect of contracts made or performed in the State of Texas, “Applicable Law” shall also mean the Laws of the United States of America, including, without limitation the foregoing, 12 USC Sections 85 and 86, as amended to the date hereof and as the same may be amended at any time and from time to time hereafter, and any other statute of the United States of America now or at any time hereafter prescribing the maximum rates of interest on loans and extensions of credit, and the Laws of the State of Texas.

     “Applicable Rate” means (a) in respect of a Eurodollar Rate Loan, 3.50% per annum, and (b) in respect of a Base Rate Loan, 3.50% per annum.

     “Approved Fund” has the meaning specified in Section 10.07(g) hereof.

     “Assets” means, as of any date, the assets which would be reflected on a balance sheet of the Borrower and its Subsidiaries on a combined and consolidated basis prepared as of such date in accordance with GAAP.

     “Assignment and Acceptance” means an Assignment and Acceptance substantially in the form of Exhibit A.

     “Attorney Costs” means and includes all reasonable fees and disbursements of any law firm or other external counsel.

     “Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

     “Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2007 and the related consolidated statements of income, stockholders’ equity and cash flows for such fiscal year of the Borrower.

     “Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1 and 1/2 % and (b) the Prime Rate in effect for such day. Any change in such rate announced by Wells Fargo shall take effect at the opening of business on the day specified in the public announcement of such change.

     “Base Rate Loan” means a Term Loan that bears interest at a rate based on the Base Rate.

     “Board” means the Board of Governors of the Federal Reserve System of the United States of America.

     “Borrower” has the meaning set forth in the introductory paragraph hereto.

2

     “Business Day” means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the applicable offshore Dollar interbank market.

     “Capital Lease” means, as of any date, any lease of property, real or personal, which would be capitalized on a balance sheet of the lessee prepared as of such date, in accordance with GAAP, together with any other lease by such lessee which is in substance a financing lease, including without limitation, any lease under which (a) such lessee has or will have an option to purchase the property subject thereto at a nominal amount or an amount less than a reasonable estimate of the fair market value of such property as of the date such lease is entered into or (b) the term of the lease approximates or exceeds the expected useful life of the property leased thereunder.

     “Capital Stock” means, as to any Person, the equity interests in such Person, including, without limitation, the shares of each class of capital stock in any Person that is a corporation, each class of partnership interest in any Person that is a partnership, and each class of membership interest in any Person that is a limited liability company, and any right to subscribe for or otherwise acquire any such equity interests.

     “Change of Control” means, with respect to any Person, an event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 50% or more of the equity securities of such Person entitled to vote for members of the board of directors or equivalent governing body of such Person on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right).

     “Closing Date” means the first date all the conditions precedent in Section 4.01 hereof are satisfied or waived in accordance with Section 4.01 hereof (or, in the case of Section 4.01(b) hereof, waived by the Person entitled to receive the applicable payment).

     “Code” means the Internal Revenue Code of 1986.

     “Communications” has the meaning specified in Section 10.02(c) hereof.

     “Compensation Period” has the meaning specified in Section 2.10(d)(ii) hereof.

     “Consequential Loss” means, with respect to the Borrower’s payment of all or any portion of the then outstanding principal amount of a Lender’s Eurodollar Rate Loan on a day other than the last day of the Interest Period related thereto, any loss, cost or expense incurred by such Lender as a result of the timing of such payment or in redepositing such principal amount,

3

including any expense or penalty incurred by such Lender on redepositing such principal amount, but excluding any loss of the Applicable Rate on the relevant Eurodollar Rate Loans.

     “Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

     “Creazione” means Creazione Estilo, S.A. de C.V., SOFOM, E.N.R., a Mexican corporation.

     “Creazione Acquisition” means the purchase by Cash America of Mexico, Inc. of not less than 80% of all authorized, issued and outstanding equity interest of Creazione.

     “Creazione Acquisition Agreement” means the Securities Purchase Agreement entered into by and among Creazione, Cash America of Mexico, Inc., Capital International S.ár.l., St. Claire, S.A. de C.V., Gerardo Ciuk, INVECAMEX, S.A. de C.V., Arturo Aguilar, an individual citizen of the United Mexican States, Borrower and the other parties thereto.

     “Creazione Acquisition Documents” means Creazione Acquisition Agreement and each other agreement required to be delivered pursuant to the Creazione Acquisition Agreement as a condition to the occurrence of the Creazione Acquisition.

     “Creazione Effective Time” means the date and time at which the Creazione Acquisition shall be consummated pursuant to the Creazione Acquisition Documents.

     “Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States of America or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

     “Default” means any event that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

     “Default Rate” means an interest rate equal to (a) with respect to a Base Rate Loan, (i) the Base Rate plus (ii) the Applicable Rate, plus (c) 2% per annum, and (b) with respect to a Eurodollar Rate Loan, (i) the Eurodollar Rate, plus (ii) the Applicable Rate, plus (iii) 2% per annum, in each case to the fullest extent permitted by Applicable Law.

     “Disposition” means the sale, transfer, license or other disposition (including any sale and leaseback transaction, but excluding a Dividend) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

     “Dollar” and “$” means lawful money of the United States of America.

     “Dollar Equivalent” means, on any date, the amount of Dollars into which an amount of applicable foreign currency may be converted on such date.

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     “Domestic Subsidiary” means any Subsidiary of the Borrower other than a Foreign Subsidiary.

     “Eligible Assignee” has the meaning specified in Section 10.07(g) hereof.

     “Environmental Laws” means all Laws relating to environmental, health, safety and land use matters applicable to any property.

     “ERISA” means the Employee Retirement Income Security Act of 1974 and any regulations issued pursuant thereto.

     “ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

     “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA with respect to a Pension Plan, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

     “Eurodollar Rate” means for any Interest Period with respect to any Eurodollar Rate Loan (rounded upward to the next 1/16th of 1%):

     (a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the Telerate screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or

     (b) if the rate referenced in the preceding subsection (a) does not appear on such page or service or such page or service shall cease to be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of

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approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or

     (c) if the rates referenced in the preceding subsections (a) and (b) are not available, the rate per annum determined by the Administrative Agent as the rate of interest at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Wells Fargo and with a term equivalent to such Interest Period would be offered by Wells Fargo’s London Branch to major banks in the offshore Dollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period.

     “Eurodollar Rate Loan” means a Term Loan that bears interest at a rate based on the Eurodollar Rate.

     “Event of Default” means any of the events or circumstances specified in Section 8.01.

     “Exchange Act” means the Securities Exchange Act of 1934.

     “Federal Funds Rate” means, for any day, the rate per annum (rounded upwards to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Wells Fargo on such day on such transactions as determined by the Administrative Agent.

     “Foreign Lender” has the meaning specified in Section 10.15 hereof.

     “Foreign Loans” means intercompany loans and advances by the Borrower or any Domestic Subsidiary to a Foreign Subsidiary.

     “Foreign Plan” means any pension plan or other deferred compensation plan, program or arrangement maintained by a Foreign Subsidiary which, under applicable local law, is required to be funded through a trust or other funding vehicle.

     “Foreign Subsidiary” means (a) each Subsidiary of the Borrower or any ERISA Affiliate which is organized under the laws of a jurisdiction other than the United States of America or any State thereof, if any, and (b) each Subsidiary of the Borrower or any ERISA Affiliate of which a majority of the revenues, earnings or other total assets (determined on a consolidated basis with its Subsidiaries) are located or derived from operations outside of the United States of America, if any.

     “Fund” has the meaning specified in Section 10.07(g) hereof.

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     “GAAP” means generally accepted accounting principles as in effect in the United States as set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a substantial segment of the accounting profession, that are applicable to the circumstances as of the date of determination, consistently applied. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders such approval not to be unreasonably withheld and no amendment fee will be payable to the Lenders in connection with such amendment); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

     “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

     “Guarantors” means, collectively, each Domestic Subsidiary.

     “Guaranty” means the Guaranty made by one or more of the Guarantors, substantially in the form of Exhibit B.

     “Guaranty Obligation” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guarantying or having the economic effect of guarantying any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligees in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligees against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person; provided, however, that the term “Guaranty Obligation” shall not include (x) the purchase of instruments in respect of Investments otherwise permitted by Section 7.03(a) of the Incorporated Agreement and (y) endorsements of instruments for deposit or collection in the ordinary course of business. The

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amount of any Guaranty Obligation shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guaranty Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guarantying Person in good faith.

     “Highest Lawful Rate” at the particular time in question the maximum rate of interest which, under Applicable Law, any Lender is then permitted to charge on the Obligations. If the maximum rate of interest which, under Applicable Law, any Lender is permitted to charge on the Obligations shall change after the date hereof, the Highest Lawful Rate shall be automatically increased or decreased, as the case may be, from time to time as of the effective time of each change in the Highest Lawful Rate without notice to the Borrower. For purposes of determining the Highest Lawful Rate under Applicable Law, the indicated rate ceiling shall be the lesser of (a)(i) the “weekly ceiling”, as such ceiling is computed in Section 303.003 of the Texas Finance Code, as amended, or (ii) if available in accordance with the terms thereof and at the Administrative Agent’s option after notice to the Borrower and otherwise in accordance with the terms of Section 303.103 of the Texas Finance Code, as amended, the “annualized ceiling”, as such ceiling is determined in accordance with Section 303.009 of the Texas Finance Code, as amended, and (b)(i) if the amount outstanding under this Agreement is less than $250,000, twenty-four percent (24%), or (ii) if the amount outstanding under this Agreement is equal to or greater than $250,000, twenty-eight percent (28%) per annum.

     “Incorporated Agreement” means that certain First Amended and Restated Credit Agreement, dated as of February 24, 2005, among the Borrower, each lender from time to time party thereto, Wells Fargo Bank, National Association, as Administrative Agent, an L/C Issuer and Swing Line Lender, JPMorgan Chase Bank, N.A., as Syndication Agent, and U.S. Bank National Association, KeyBank National Association and Union Bank of California, N.A., as Co-documentation Agents, as amended by that certain First Amendment to First Amended and Restated Credit Agreement, dated as of March 16, 2007, that certain Commitment Increase Agreement, dated as of February 29, 2008, that certain Second Amendment to First Amended and Restated Credit Agreement, dated as of June 30, 2008, and that certain Third Amendment to First Amended and Restated Credit Agreement, dated as of November 21, 2008. Unless otherwise specified herein, all references to the Incorporated Agreement shall mean the Incorporated Agreement as in effect on the date hereof, without giving effect to any amendment, supplement or other modification thereto or thereof after the date hereof.

     “Increase Effective Date” has the meaning specified in Section 2.12(d) hereof.

     “Indebtedness” means, as to any Person at a particular time, all of the following:

     (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

     (b) any direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), banker’s acceptances, bank guaranties, surety bonds and similar instruments;

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     (c) net obligations under any Interest Rate Protection Agreement in an amount equal to (i) if such Interest Rate Protection Agreement has been closed out, the unpaid Termination Value thereof, or (ii) if such Interest Rate Protection Agreement has not been closed out, the mark-to-market value thereof determined on the basis of readily available quotations provided by any recognized dealer in such Interest Rate Protection Agreement;

     (d) whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services, and indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

     (e) accrued obligations in respect of earnout or similar payments payable in cash or which may be payable in cash at the seller’s or obligee’s option;

     (f) Capital Lease and Synthetic Lease Obligations;

     (g) any Redeemable Stock of such Person;

     (h) any Receivables Facility Attributed Indebtedness; and

     (i) all Guaranty Obligations of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person except for customary exceptions reasonably acceptable to the Required Lenders. The amount of any Capital Lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

     “Indemnified Liabilities” has the meaning set forth in Section 10.05 hereof.

     “Indemnitees” has the meaning set forth in Section 10.05 hereof.

     “Information” has the meaning set forth in Section 10.08 hereof.

     “Interest Payment Date” means, (a) as to any Term Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Term Loan; and (b) as to any Base Rate Loan, each Quarterly Date and the Maturity Date.

     “Interest Period” means as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one month thereafter, as selected by the Borrower in its Term Loan Notice; provided that:

     (i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case

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of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

     (ii) any Interest Period of one month pertaining to a Eurodollar Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

     (iii) no Interest Period shall extend beyond the scheduled Maturity Date.

     “Interest Rate Protection Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, any cancellations, buy backs, reversals, terminations or assignments of any of the foregoing, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

     “Interest Rate Protection Obligations” means any and all obligations of the Borrower to any Lender or an Affiliate of a Lender under any Affiliated IRP Agreement.

     “Investment” means, as to any Person, any acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution (including a contribution of property) to, Guaranty Obligation with respect to the debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

     “IRS” means the United States Internal Revenue Service.

     “Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof,

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and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

     “Lender” has the meaning specified in the introductory paragraph hereto.

     “Lender Fee Letter” has the meaning specified in Section 2.07 hereof.

     “Lending Office” means, as to any Lender, the office or offices of such Lender described as such on Schedule 10.02, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

     “Lien” means any mortgage, pledge, hypothecation, assignment as security for Indebtedness, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable Laws of any jurisdiction), including the interest of a purchaser of accounts receivable.

     “Litigation” means any proceeding, claim, lawsuit, arbitration, and/or investigation by or before any Governmental Authority, including, without limitation, proceedings, claims, lawsuits, and/or investigations under or pursuant to any environmental, occupational, safety and health, antitrust, unfair competition, securities, tax or other Law, or under or pursuant to any contract, agreement or other instrument.

     “Loan Documents” means this Agreement, the Term Loan Notes, the Lender Fee Letter, the Agent Fee Letter, each Guaranty, each Term Loan Notice, and any other agreement executed, delivered or performable by any Loan Party in connection herewith or as security for the Obligations.

     “Loan Parties” means, collectively, the Borrower and each Guarantor.

     “Material Adverse Effect” means any act or circumstance or event which (a) causes an Event of Default or causes a Default which could reasonably be expected to become an Event of Default, (b) otherwise is material and adverse to the consolidated financial condition or business operations of the Borrower and its Subsidiaries and which could reasonably be expected to result in a Default or an Event of Default, (c) in any manner whatsoever materially and adversely affects the validity or enforceability of any of the Loan Documents in a manner that impairs the ability of the Lenders to exercise their remedies under this Agreement or (d) impairs the ability of the Borrower or any of its Subsidiaries to perform its obligations under any of the Loan Documents to which it is a party.

     “Maturity Date” means (a) November 21, 2012, or (b) such earlier date upon which all of the Outstanding Amount shall be due and payable in accordance with the terms hereof.

     “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is

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obligated to make contributions, or during the preceding three calendar years, has made or been obligated to make contributions.

     “Net Proceeds” means, with respect to the Disposition of any Asset (including Capital Stock) by or of, or the issuance of Indebtedness to, any Person, the proceeds received by such Person in connection with such transaction after deducting therefrom the aggregate, without duplication, of the following amounts to the extent properly attributable to such transaction or to any asset that may be the subject thereof: (i) reasonable brokerage commissions, legal fees, finder’s fees, financial advisory fees, fees for solvency opinions, fairness opinions, accounting fees, underwriting fees, investment banking fees, survey, title insurance, appraisals, notaries and other similar commissions and fees and expenses, in each case, to the extent paid, payable or reimbursed by such Person; (ii) filing, recording or registration fees or charges or similar fees or charges paid by such Person; (iii) taxes paid or payable by such Person or any shareholder, partner or member of such Person to governmental taxing authorities as a result of such sale or other disposition (after taking into account any available tax credits or deductions or any tax sharing arrangements to the extent actually utilized); and (iv) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Obligations) that is secured by a Lien on or otherwise related or attributable to the stock or asset in question, to the extent required or permitted pursuant to the documentation evidencing such Indebtedness. To the extent that any note is obtained in such Disposition, the proceeds received in respect thereof shall be deemed to be the value of such note as determined in accordance with GAAP. To the extent that any securities are obtained in any such sale, lease, transfer or other disposition, the proceeds received in respect thereof shall be deemed to be the fair market value of such securities as of the date of such disposition.

     “Note Agreements” means, collectively, (a) that certain Note Agreement dated as of August 12, 2002, entered into by and between the Borrower and the “Purchasers” named therein, as amended to the date of this Agreement and such other further amendments not otherwise prohibited by Section 7.15 of the Incorporated Agreement; (b) that certain Note Agreement dated as of December 28, 2005, entered into by and between the Borrower and the “Purchasers” named therein, as amended to the date of this Agreement and such other further amendments not otherwise prohibited by Section 7.15 of the Incorporated Agreement; and (c) that certain Note Agreement dated as of December 19, 2006, entered into by and between the Borrower and the “Purchasers” named therein, as amended to the date of this Agreement and such other further amendments not otherwise prohibited by Section 7.15 of the Incorporated Agreement..

     “Notice” has the meaning set forth in Section 10.02(c) hereof.

     “Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising. Without limiting the generality of the foregoing, “Obligations” includes all amounts which would be owed by any Loan Party or any other Person (other than Administrative Agent or Lenders) to Administrative Agent, Lenders or any Affiliate of a Lender under any Loan Document, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Loan Party or any other Person (including all such amounts which would become due or would be secured but for the filing of

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any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding of any other Loan Party or any other Person under any Debtor Relief Law).

     “Officer’s Certificate” means a certificate signed by the chief executive officer of the Borrower substantially in the form of Exhibit E.

     “Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws; (b) with respect to any limited liability company, the articles of formation and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation with the secretary of state or other department in the state of its formation, in each case as amended from time to time.

     “Other Taxes” has the meaning set forth in Section 3.01(b) hereof.

     “Outstanding Amount” means with respect to Term Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans occurring on such date.

     “Participant” has the meaning specified in Section 10.07(d) hereof.

     “PBGC” means the Pension Benefit Guaranty Corporation.

     “Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five plan years.

     “Person” means any individual, trustee, corporation, general partnership, limited partnership, limited liability company, joint stock company, trust, unincorporated organization, bank, business association, firm, joint venture or Governmental Authority.

     “Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Borrower or any ERISA Affiliate.

     “Prepayment Amount” means with respect to any principal of the Term Loan that is prepaid, an amount equal to 1.00% of such principal amount.

     “Prime Rate” means, at any time, the rate of interest most recently announced within Wells Fargo at its principal office in San Francisco as its Prime Rate, with the understanding that Wells Fargo’s Prime Rate is one of its base rates and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto, and is evidenced by the recording thereof after its announcement in such internal publication or publications as Wells Fargo may designate. Any change in such rate announced within Wells Fargo shall take effect on the opening of business on the day such change is announced within Wells Fargo.

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     “Pro Rata Share” means, with respect to each Lender, the percentage (carried out to the ninth decimal place) of the Aggregate Term Commitments set forth opposite the name of such Lender on Schedule 2.01, as such share may be adjusted as contemplated herein.

     “Property” means any investment in any kind of property or asset, whether real, personal or mixed, tangible or intangible.

     “Quarterly Date” means the last Business Day of each March, June, September and December during the term of this Agreement.

     “Receivables Facility Attributed Indebtedness” means the amount of obligations outstanding under a receivables purchase facility on any date of determination that would be characterized as principal if such facility were structured as a secured lending transaction other than a purchase.

     “Redeemable Stock” means the portion of any Capital Stock of the Borrower or any of its Subsidiaries which prior to the Maturity Date is or may be (a) unilaterally redeemable (by seeking final or similar payments or otherwise) upon the occurrence of certain events or otherwise; (b) redeemable at the option of the holder thereof or (c) convertible into Indebtedness.

     “Register” has the meaning set forth in Section 10.07(c) hereof.

     “Release Date” shall mean the date upon which all Obligations and all Interest Rate Protection Obligations are paid in full and the Term Commitments are terminated.

     “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

     “Required Lenders” means, as of any date of determination, three or more Lenders whose Voting Percentages aggregate more than 50%.

     “Responsible Officer” means the chief executive officer, president, chief financial officer, corporate controller, treasurer, vice president of finance or corporate secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

     “Solvent” means, with respect to any Person, that the fair value of the assets of such Person (both at fair valuation and at present fair saleable value on a going concern basis) is, on the date of determination, greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person as of such date and that, as of such date, such Person is able to pay all liabilities of such Person as such liabilities mature and such Person does not have unreasonably small capital with which to carry on its business. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability discounted to present value at rates believed to be reasonable by such Person.

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     “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

     “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

     “Taxes” has the meaning set forth in Section 3.01(a) hereof.

     “Term Loan” has the meaning specified in Section 2.01.

     “Term Loan Borrowing” means the borrowing of the Term Loans pursuant to Section 2.01.

     “Term Loan Commitment” means, as to each Lender, its obligation to make a Term Loan to the Borrower pursuant to Section 2.01 in an aggregate principal amount not to exceed the amount set forth opposite such Term Lender’s name on Schedule 2.01 under the caption “Term Loan Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

     “Term Loan Note” means a promissory note made by the Borrower in favor of a Lender evidencing the Term Loan made by such Lender, substantially in the form of Exhibit C.

     “Term Loan Notice” means a notice of the Term Loan Borrowing or a change of Type of the Term Loan, substantially in the form of Exhibit D.

     “Termination Value” means, in respect of any one or more Interest Rate Protection Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Interest Rate Protection Agreements, (a) for any date on or after the date such Interest Rate Protection Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for such Interest Rate Protection Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Interest Rate Protection Agreements (which may include any Lender).

     “Type” means with respect to a Term Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

     “Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets,

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determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

     “Voting Percentage” means, as to any Lender, (a) at any time when the Term Commitments are in effect, such Lender’s Pro Rata Share and (b) at any time after the termination of the Term Commitments, the percentage (carried out to the ninth decimal place) which (i) the Outstanding Amount of such Lender’s Term Loan then constitutes of (ii) the Outstanding Amount of all Term Loans; provided, however, that if any Lender has failed to fund any portion of its Term Loan required to be funded by it hereunder, such Lender’s Voting Percentage shall be deemed to be zero, and the respective Pro Rata Shares and Voting Percentages of the other Lenders shall be recomputed for purposes of this definition and the definition of “Required Lenders” without regard to such failing Lender’s Term Commitment or the Outstanding Amount of its Term Loan.

     “Voting Shares” of any Person means any class or classes of Capital Stock having ordinary voting power for the election of at least a majority of the members of the Board of Directors (or other governing bodies) of such Person, other than Capital Stock having such power by reason of the happening of a contingency.

     “Wells Fargo” means Wells Fargo Bank, National Association.

     1.02 Other Interpretive Provisions.

     (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) (i) The words “herein” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

     (ii) Unless otherwise specified herein, Article, Section, Exhibit and Schedule references are to this Agreement.

     (iii) The term “including” is by way of example and not limitation.

     (iv) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced.

     (c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

     (d) Section headings herein and the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

     (e) Except as otherwise provided herein, for the calculation of all covenants and other provisions contained herein, any amounts included in such calculation which are not Dollars

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shall be calculated according to its Dollar Equivalent on the date of such calculation in accordance with GAAP.

     1.03 Accounting Terms. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

     1.04 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

     1.05 References to Agreements and Laws. Unless otherwise expressly provided herein, (a) references to agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

ARTICLE II.
THE TERM LOAN

     2.01 The Term Loan. Subject to the terms and conditions set forth herein, each Lender severally agrees to make a single loan to the Borrower on the Closing Date in an amount not to exceed such Lender’s Term Loan Commitment (the “Term Loans”). The Term Loan Borrowing shall consist of Term Loans made simultaneously by the Lenders in accordance with the preceding sentence. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

     2.02 Borrowings, Conversions and Continuations of Term Loans.

     (a) The Term Loan Borrowing, each conversion of Term Loans from one Type to the other, and each continuation of Term Loans as the same Type shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or electronic mail. Each such notice must be received by the Administrative Agent not later than 12:00 noon, Dallas, Texas time (i) two Business Days prior to the requested date of the Term Loan Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) one Business Day prior to the requested date of the Term Loan Borrowing of Base Rate Loans. Each such telephonic notice or electronic mail must be confirmed promptly by delivery to the Administrative Agent of a written Term Loan Notice appropriately completed and signed by a Responsible Officer of the Borrower. The Term Loan Borrowing of, and each conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $100,000 in excess thereof. The Term

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Loan Borrowing of and each conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Term Loan Notice (whether telephonic, electronic or written), shall specify (i) whether the Borrower is requesting the Term Loan Borrowing, a conversion of Term Loans from one Type to the other, or a continuation of Term Loans as the same Type, (ii) the requested date of the Term Loan Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of the Term Loan Borrowing or Term Loans to be converted or continued, (iv) the Type of the Term Loan Borrowing or Term Loans to be converted or continued, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Term Loan in a Term Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans shall be made or continued as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests the Term Loan Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Term Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

     (b) Following receipt of the Term Loan Notice for the Term Loan Borrowing, the Administrative Agent shall promptly notify each Lender of its Pro Rata Share of the Term Loan. Following receipt of a Term Loan Notice related to the continuation or conversion of a Term Loan, the Administrative Lender shall promptly notify each Lender of the details of such continuation or conversion, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. Each Lender shall make the amount of its Term Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 2:00 p.m., Dallas, Texas time, on the Business Day specified in the applicable Term Loan Notice. Upon satisfaction of the applicable conditions set forth in Sections 4.01 and 4.02 hereof, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the Administrative Agent by the Borrower.

     (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of the Interest Period for such Eurodollar Rate Loan. During the existence of a Default or Event of Default, no Term Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, and during the existence of an Event of Default, the Required Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans be converted immediately to Base Rate Loans.

     (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Eurodollar Rate Loan upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.

     (e) After giving effect to the Term Loan Borrowing, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than one Interest Period in effect with respect to all Term Loans.

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     2.03 Termination of Term Loan Commitments. The Aggregate Term Loan Commitments shall be automatically and permanently reduced to zero on the date of the Term Loan Borrowing.

     2.04 Repayment of Term Loans. The Borrower shall repay to the Lenders the aggregate principal amount of all Term Loans outstanding on the following dates in the respective amounts set forth opposite such dates:

Date	Amount
Each Quarterly Date on and after March 31, 2010	$	3,040,000
Maturity Date	The outstanding aggregate principal amount of all Term Loans

     2.05 Prepayments.

     (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans in whole or in part; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 noon, Dallas, Texas time, (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) one Business Day prior to the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Term Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any voluntary or mandatory prepayment of a Term Loan shall be accompanied by (a) all accrued interest thereon, (b) any additional amounts required pursuant to Section 3.05 hereof, and (c) if such prepayment occurs on or prior to November 20, 2009, and subject to Section 10.10, the Prepayment Amount with respect to the amount of the Term Loan prepaid. Each such prepayment shall be applied to the Term Loans of the Lenders in accordance with their respective Pro Rata Shares. Any mandatory prepayment required pursuant to Section 2.05(b) hereof shall not be subject to any notice or minimum payment provisions of this
Section 2.05(a).

     (b) Within 10 Business Days of the receipt of Net Proceeds from the Disposition by the Borrower or any of its Subsidiaries of any Assets other than any Dispositions permitted under clauses (a) through (e) of Section 7.05 of the Incorporated Agreement, and clause (f) of Section 7.05 of the Incorporated Agreement to the extent that a prepayment under this Section 2.05(b) is not required, the Borrower shall prepay Term Loans in an aggregate principal amount equal to 25% of such Net Proceeds. Each such mandatory prepayment shall be made and applied as provided in Section 2.05(a) hereof.

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     2.06 Interest.

     (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the lesser of (y) the Highest Lawful Rate and (z) the Eurodollar Rate for such Interest Period plus the Applicable Rate for Eurodollar Rate Loans; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the lesser of (y) the Highest Lawful Rate and (z) the Base Rate plus the Applicable Rate for Base Rate Loans.

     (b) Upon the request of the Required Lenders, while any Event of Default exists or after acceleration, the Borrower shall pay interest on the principal amount of all outstanding Obligations at a fluctuating interest rate per annum at all times equal to the lesser of (y) the Highest Lawful Rate and (z) the Default Rate, to the fullest extent permitted by Applicable Law. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

     (c) Interest on the Term Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

     2.07 Fees. The Borrower shall pay to the Administrative Agent for the Administrative Agent’s own account, the fees in the amounts and at the times specified in the letter agreement, dated November 21, 2008, between the Borrower and Wells Fargo (the “Agent Fee Letter”). The Borrower shall pay to the Administrative Agent for the account of each of the Lenders, the fees in the amounts and at the times specified in the letter agreement, dated November 21, 2008, between the Borrower, the Lenders and Wells Fargo (the “Lender Fee Letter”). Subject to Section 10.10, such fees shall be fully earned when paid and shall be nonrefundable for any reason whatsoever.

     2.08 Computation of Interest and Fees. Subject to Section 10.10 hereof, computation of interest on Eurodollar Rate Loans shall be calculated on the basis of a year of 360 days and the actual number of days elapsed. Computation of all other types of interest and all fees shall be calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed. Interest shall accrue on each Term Loan for the day on which the Term Loan is made, and shall not accrue on such Term Loan, or any portion thereof, for the day on which the Term Loan or such portion is paid, provided that any Term Loan that is repaid on the same day on which it is made shall bear interest for one day.

     2.09 Evidence of Debt. The Term Loan made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Term Loan made by the Lenders to the Borrower and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Term Loans. In the event of

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any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of such Lender shall control. Upon the request of any Lender made through the Administrative Agent, such Lender’s Term Loan may be evidenced by a Term Loan Note in addition to such accounts or records. Each Lender may attach schedules to its Term Loan Note and endorse thereon the date, Type (if applicable), amount and maturity of the applicable Term Loan and payments with respect thereto.

     2.10 Payments Generally.

     (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m., Dallas, Texas time, on the date specified herein. The Administrative Agent will promptly, and in any event within the same business day, distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m., Dallas, Texas time, shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. The Borrower authorizes the Administrative Agent to charge the account of the Borrower maintained with Wells Fargo (as of the Closing Date, such account is number #4761053503) for each payment of principal, interest and fees as it becomes due hereunder.

     (b) Subject to the definition of “Interest Period,” if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

     (c) If, at any time after an Event of Default (but prior to (A) the exercise of remedies provided for in Section 8.02 or (B) the Term Loans becoming automatically due and payable), insufficient funds under this Agreement are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward costs and expenses (including Attorney Costs and amounts payable under Article III) incurred by the Administrative Agent and each Lender in respect of this Agreement, (ii) second, toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (iii) third, toward repayment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

     (d) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:

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     (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds, at the Federal Funds Rate from time to time in effect; and

     (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Term Loan included in the Term Loan Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefore, the Administrative Agent may make a demand therefore upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the Term Loan. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender with respect to any amount owing under this subsection (d) shall be conclusive, absent manifest error.

     (e) If any Lender makes available to the Administrative Agent funds for any Term Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and the conditions to the Term Loan Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

     (f) The obligations of the Lenders hereunder to make its Term Loan are several and not joint. The failure of any Lender to make its Term Loan on the date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Term Loan.

     (g) Nothing herein shall be deemed to obligate any Lender to obtain the funds for its Term Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for its Term Loan in any particular place or manner.

     2.11 Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of its Term Loan any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations

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in the Term Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Term Loan pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefore, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.09 hereof with respect to such participation) as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY

     3.01 Taxes.

     (a) Any and all payments by the Borrower to or for the account of the Administrative Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains a lending office or any other jurisdictions in which the Administrative Agent or such Lender transacts business (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), the Administrative Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender) the original or a certified copy of a receipt evidencing payment thereof.

     (b) In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which

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arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”).

     (c) If the Borrower shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, the Borrower shall also pay to the Administrative Agent (for the account of such Lender) or to such Lender, at the time interest on the Obligations is paid, such additional amount that such Lender specifies as reasonably necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) such Lender would have received if such Taxes or Other Taxes had not been imposed, with the computation of such additional amount to be set forth in writing, certified by such Lender, and delivered to the Borrower.

     (d) The Borrower agrees to indemnify the Administrative Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by the Administrative Agent and such Lender, (ii) amounts payable under Section 3.01(c) hereof and (iii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Payment under this subsection (d) shall be made within 30 days after the date the Lender or the Administrative Agent makes a demand therefore.

     (e) Each Lender (and the Administrative Agent with respect to payments to the Administrative Agent for its own account) agrees that (i) it will take all reasonable actions by all usual means to maintain all exemptions, if any, available to it from United States withholding taxes (whether available by treaty, existing administrative waiver, or by virtue of the location of any Lender’s Lending Office) and (ii) otherwise cooperate with the Borrower to minimize amounts payable by the Borrower under this Section 3.01; provided, however, the Lenders and the Administrative Agent shall not be obligated by reason of this Section 3.01(e) to contest the payment of any Taxes or Other Taxes or to disclose any information regarding its tax affairs or tax computation or reorder its tax or other affairs or tax or other planning. Subject to the foregoing, to the extent the Borrower pays sums pursuant to this Section 3.01 and the Lender or the Administrative Agent receives a refund of any or all of such sums, such refund shall be applied to reduce any amounts then due and owing under this Agreement or, to the extent that no amounts are due and owing under this Agreement at the time such refunds are received, the party receiving such refund shall promptly pay over all such refunded sums to the Borrower, provided no Default or Event of Default is in existence at such time.

     3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or materially restricts the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable offshore Dollar market, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist.

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Upon receipt of such notice, with the computation of such additional amount to be set forth in writing, certified by such Lender, and delivered to the Borrower, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereof, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay interest then accrued on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

     3.03 Inability to Determine Rates. If the Administrative Agent determines in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the applicable offshore Dollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for such Eurodollar Rate Loan, or (c) the Eurodollar Rate for such Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly notify the Borrower and all Lenders. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for the Term Loan Borrowing or any request for a conversion or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for the Term Loan Borrowing of Base Rate Loans in the amount specified therein, provided that the Borrower shall not be liable for any Consequential Loss in connection with any such deemed conversion.

     3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans.

     (a) If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 hereof shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve requirements contemplated by Section 3.04(c) hereof), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction, with the computation of such additional amount to be set forth in writing, certified by such Lender, and delivered to the Borrower. The affected Lender will as soon as practicable notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and designate a different

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Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the good faith judgment of such Lender, be materially disadvantageous to such Lender.

     (b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender with respect to this Agreement as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender, with the computation of such additional amount to be set forth in writing, certified by such Lender, and delivered to the Borrower (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction.

     (c) The Borrower shall pay to each Lender, as long as such Lender shall be required under regulations of the Board to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional costs on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Term Loan by such Lender (as determined by such Lender in good faith, which determination shall be controlling, in absence of error), which shall be due and payable on each date on which interest is payable on such Term Loan, provided the Borrower shall have received at least 15 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender, with the computation of such additional amount to be set forth in writing, certified by such Lender, and delivered to the Borrower. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 15 days from receipt of such notice.

     (d) Notwithstanding anything to the contrary in this Section 3.04, the Borrower shall not be liable with respect to any amounts that were incurred or accrued more than (90) days prior to the date of the sending of the notice to the Borrower under subsection (a), (b) or (c) of this Section 3.04, as the case may be.

     3.05 Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for the Consequential Loss incurred by it as a result of:

     (a) any continuation, conversion, payment or prepayment of any Eurodollar Rate Loan on a day other than the last day of the Interest Period for such Eurodollar Rate Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

     (b) any failure by the Borrower (for a reason other than the failure of such Lender to make its Term Loan) to prepay, borrow, continue or convert any Eurodollar Rate Loan on the date or in the amount notified by the Borrower; or

     (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefore as a result of a request by the Borrower pursuant to Section 10.16 hereof.

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For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Term Loan by a matching deposit or other borrowing in the applicable offshore Dollar interbank market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

     3.06 Matters Applicable to all Requests for Compensation.

     (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder and the detailed computation of such amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods.

     (b) Upon any Lender’s making a claim for compensation under Section 3.01, 3.02 or 3.04 hereof, the Borrower may remove or replace such Lender in accordance with Section 10.16 hereof.

     3.07 Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Term Commitments and payment in full of all the other Obligations.

ARTICLE IV.
CONDITIONS PRECEDENT TO TERM LOAN BORROWING

     4.01 Conditions of Term Loan Borrowing. The obligation of each Lender to make its Term Loan as provided in Section 2.01 is subject to satisfaction of the following conditions precedent:

     (a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) or (v) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:

     (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;

     (ii) Term Loan Notes executed by the Borrower in favor of each Lender, each in a principal amount equal to such Lender’s Term Loan Commitment;

     (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require to establish the identities of and verify the authority and capacity of

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each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;

     (iv) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is required to be qualified to engage in business, including certified copies of each Loan Party’s Organization Documents, certificates of good standing and/or qualification to engage in business and tax clearance certificates;

     (v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) hereof have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which has or could be reasonably expected to have a Material Adverse Effect;

     (vi) opinions of counsel to each Loan Party in form and substance reasonably satisfactory to the Administrative Agent;

     (vii) evidence that any Indebtedness not otherwise permitted hereunder has been or concurrently with the Closing Date is being terminated and all obligations thereunder have been or concurrently with the Closing Date are being paid in full;

     (viii) a copy of all Creazione Acquisition Documents, certified as complete and correct by a Responsible Officer of the Borrower and of Cash America of Mexico, Inc.;

     (ix) evidence reasonably satisfactory to the Administrative Agent that all necessary consents have been obtained from and all necessary notice filings have been made with all Governmental Authorities related to the transactions the subject of the Creazione Acquisition Documents;

     (x) the Officer’s Certificate executed by the chief executive officer of the Borrower; and

     (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.

     (b) All fees under the Agent Fee Letter required to be paid on or before the Closing Date shall have been paid.

     (c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced at least two days prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

     (d) The Closing Date shall have occurred on or before January 31, 2009.

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     4.02 Conditions to Term Loan Borrowing and all Conversions and Continuations. The obligation of each Lender to make its Term Loan as provided in Section 2.01 and to honor any request for the continuation of or conversion to a Eurodollar Rate Loan is subject to the following conditions precedent:

     (a) The representations and warranties of the Borrower contained in Article V, or which are contained in any document furnished at any time under or in connection herewith, shall be true and correct on and as of the date of the Term Loan Borrowing or such continuation or conversion, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 hereof shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Incorporated Agreement.

     (b) No Default or Event of Default shall exist, or would result from the Term Loan Borrowing or such continuation or conversion.

     (c) After giving effect to the Term Loan Borrowing, the aggregate amount of outstanding Indebtedness of the Borrower and its Subsidiaries is permitted under the Note Agreements.

     (d) The Administrative Agent shall have received a Term Loan Notice in accordance with the requirements hereof.

Each Term Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) hereof have been satisfied on and as of the date of the Term Loan Borrowing, continuation or conversion, as applicable.

ARTICLE V.
REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants to the Administrative Agent and the Lenders that:

     5.01 Existence, Qualification and Power; Compliance with Laws. Each Loan Party (a) is a corporation, partnership or limited liability company duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all governmental licenses, authorizations, consents and approvals necessary to (i) own its assets, carry on its business and (ii) execute, deliver, and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws (including, without limitation, all federal and state registrations required by any anti-money laundering Laws), except in each case referred to in clause (b)(i), (c) or this clause (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

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     5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) materially conflict with or result in any breach or contravention of, or the creation of any Lien under, any material Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its property is subject; or (c) violate any Law.

     5.03 Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

     5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject as to enforcement of remedies to (a) any Debtor Relief Laws and (b) general principles of equity, whether applied by a court of law or equity.

     5.05 Financial Statements; No Material Adverse Effect.

     (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered thereby.

     (b) Since the date of the Audited Financial Statements, there has been no event or circumstance that has or could reasonably be expected to have a Material Adverse Effect.

     5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues which (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) individually or collectively, could reasonably be expected to have a Material Adverse Effect.

     5.07 No Default. Neither the Borrower nor any Subsidiary is in default under or with respect to any Contractual Obligation which in the Borrower’s reasonable judgment would have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing or

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would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

     5.08 Ownership of Property; Liens. The Borrower and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Borrower and its Subsidiaries will be subject to no Liens, other than Permitted Liens (as defined in the Incorporated Agreement).

     5.09 Environmental Compliance. The Borrower and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that such Environmental Laws and claims would not, individually or in the aggregate, have a Material Adverse Effect.

     5.10 Insurance. The properties of the Borrower and its Subsidiaries are insured with reputable national insurance companies, not Affiliates of the Borrower, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies of similar financial condition and strength engaged in similar businesses and owning similar properties in localities where the Borrower or its Subsidiaries operate.

     5.11 Taxes. The Borrower and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect.

     5.12 ERISA Compliance.

     (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. The Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan. Each Foreign Plan is in compliance with applicable laws of any applicable foreign jurisdictions, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

     (b) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan

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that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could be reasonably expected to result in a Material Adverse Effect.

     (c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

     5.13 Subsidiaries. As of the Closing Date, the Borrower has no Subsidiaries other than those specifically disclosed in Schedule 1.01 and has no equity investments in any other corporation or entity other than those specifically disclosed in Schedule 5.13.

     5.14 Margin Regulations; Investment Company Act; Public Utility Holding Company Act.

     (a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board), or extending credit for the purpose of purchasing or carrying margin stock.

     (b) None of the Borrower, any Person controlling the Borrower, or any Subsidiary (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 2005, or (ii) is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

     5.15 No Financing of Corporate Takeovers. No proceeds of the Term Loan will be used (a) to acquire any security in any transaction which is subject to Section 13 or 14 of the Exchange Act, including particularly (but without limitation) Sections 13(d) and 14(d) thereof, or (b) for any purpose other than to provide a portion of the cash consideration payable by the Borrower pursuant to the Creazione Acquisition Agreement and for other general corporate purposes of the Borrower.

     5.16 Insider. The Borrower is not, and no Person having “control” (as that term is defined in 12 U.S.C. § 375(b)(5) or in regulations promulgated pursuant thereto) of the Borrower is, an “executive officer”, “director”, or “person who directly or indirectly or in concert with one or more persons owns, controls, or has the power to vote more than 10% of any class of voting securities” (as those terms are defined in 12 U.S.C. §375(b) or in regulations promulgated pursuant thereto) of any Lender, of a bank holding company of which any Lender is a subsidiary, or of any bank at which any Lender maintains a correspondent account.

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     5.17 Disclosure. No statement, information, report, representation, or warranty made by any Loan Party in any Loan Document or furnished to the Administrative Agent or any Lender by or on behalf of any Loan Party in connection with any Loan Document contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made and at the time at which they were made, not misleading. There is no fact (excluding economic conditions not peculiar to the Borrower or any Subsidiary) known to the Borrower or any of its Subsidiaries and not known to the public generally which materially adversely affects its assets or in the future may reasonably be expected to (so far as the Borrower or any of its Subsidiaries can now foresee) result in a Material Adverse Effect, which has not been disclosed to the Administrative Agent and the Lenders by or on behalf of the Borrower or any of its Subsidiaries prior to the Closing Date in connection with the transactions contemplated hereby.

     5.18 Intellectual Property; Licenses, Etc. The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

     5.19 Businesses. The Borrower is presently engaged directly or through wholly-owned Subsidiaries in (a) the pawn shop business, (b) the business of cashing checks and conducting related cash dispensing transactions, (c) the business of making and collecting short term consumer loans, (d) the business of offering money order, wire transfer and pre-paid card related services to its customers and (e) other activities related to short term consumer financing and general consumer financial services.

     5.20 Common Enterprise. The Borrower and its Subsidiaries are engaged in the businesses set forth in Section 5.19 hereof as of the Closing Date, as well as in certain other businesses. These operations require financing on a basis such that the credit supplied can be made available from time to time to the Borrower and various of its Subsidiaries, as required for the continued successful operation of the Borrower and its Subsidiaries as a whole. The Borrower has requested the Lender to make credit available hereunder primarily for the purposes of financing the operations of the Borrower and its Subsidiaries. The Borrower and each of its Subsidiaries expects to derive benefit (and the Board of Directors of the Borrower and each of its Subsidiaries has determined that such Subsidiary may reasonably be expected to derive benefit), directly or indirectly, from the credit extended by the Lenders hereunder, both in its separate capacity and as a member of the group of companies, since the successful operation and condition of the Borrower and each of its Subsidiaries is dependent on the continued successful performance of the functions of the group as a whole.

     5.21 Solvent. The Borrower is, and the Borrower and its Subsidiaries are on a consolidated basis, Solvent.

     5.22 Creazione Acquisition. With respect to each of the Creazione Acquisition Documents, (a) all representations (other than representations described in clause (b)) made by each party in the Creazione Acquisition Documents are complete, true and correct in all material respects as of the Creazione Effective Time; (b) the Borrower has no reason to believe that the representations made by any Person (other than Borrower or a Subsidiary of the Borrower) in the

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Creazione Acquisition Documents as to the Financial Statements of Creazione and its Subsidiaries are not true and correct in all material respects as of the Creazione Effective Time; (c) the execution and delivery by each party thereto of the Creazione Acquisition Documents and the consummation of the transactions therein contemplated or the compliance with the provisions thereof will not violate any Law, order, writ, judgment, injunction, decree or award binding on any party thereto or any of its Subsidiaries or any Person controlling such party or Subsidiary or any of the provisions of the Organizational Documents of any party thereto or any of its Subsidiaries or any of the provisions of any indenture, agreement, document, instrument or undertaking to which any party thereto or any of its Subsidiaries is a party or subject, or by which any party thereto or any of its Subsidiaries or any property of or any of its Subsidiaries is bound, or conflict with or constitute a default thereunder, except, in each case to the extent such violation, conflict or default could not reasonably be likely to result in a Material Adverse Effect, or result in the creation or imposition of any Lien on any property of Borrower or any Subsidiary; (d) no material order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any or Governmental Authority, or any other Person is required to authorize, or is required in connection with, the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, any of the Creazione Acquisition Documents, except those which have already been obtained or given or will be obtained prior to the Creazione Effective Time; and (e) all conditions to effectiveness of the Creazione Acquisition Agreement and consummation of the transactions the subject thereof have been satisfied or waived or will be satisfied or waived prior to the Creazione Effective Time. All conditions precedent to the Creazione Acquisition set forth in the Creazione Acquisition Agreement (other than payment of the purchase price) have occurred or will have occurred or been waived prior to the Creazione Effective Time. No Creazione Acquisition Document has been amended or restated, unless the amendment or restatement has been provided to the Administrative Agent. Neither the Borrower nor Cash America of Mexico, Inc. has defaulted under any Creazione Acquisition Document and no default exists under any Creazione Acquisition Document as of the date hereof. Upon payment of the purchase price, as provided in the Creazione Acquisition Agreement, the equity interests will be transferred to Cash America of Mexico, Inc. free and clear of all Liens, claims, encumbrances and other interests. There are no agreements between or among any of Borrower, any Loan Party, any holder of any equity interest of Creazione and any other Person, and their respective Affiliates, related to the subject matter of the Creazione Acquisition Agreement not contained in the documents copies of which have been delivered to the Administrative Agent. All material terminations or expirations of waiting periods imposed by any Governmental Authority necessary for the transactions contemplated under the Creazione Acquisition Agreement, if any, have occurred or will have occurred prior to the Creazione Effective Time.

ARTICLE VI.
COVENANTS

     So long as any Lender shall have any Term Commitment hereunder or any Term Loan or other Obligation shall remain unpaid or unsatisfied, the Borrower shall comply with all the covenants and agreements applicable to it contained in Article VI (Affirmative Covenants) and Article VII (Negative Covenants) of the Incorporated Agreement. The covenants and agreements of the Borrower referred to in the preceding sentence (including all exhibits,

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schedules and defined terms referred to therein) are hereby incorporated herein by reference as if set forth in full herein with appropriate substitutions, including the following:

     (a) all references to “this Agreement” shall be deemed to be references to this Agreement; and

     (b) all references to “Default” and “Event of Default” shall be deemed to be references to a Default and an Event of Default, respectively.

All such covenants and agreements so incorporated herein by reference shall survive any termination, cancellation, discharge or replacement of the Incorporated Agreement.

Any financial statements, certificates or other documents received by the Administrative Agent under the Incorporated Agreement shall be deemed delivered hereunder.

ARTICLE VII.
[INTENTIONALLY OMITTED]

ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES

     8.01 Events of Default. Any of the following shall constitute an Event of Default:

     (a) The Borrower fails to pay when due (i) any principal of, or interest on the Term Loan or (ii) any fee, expense, reimbursement obligation or any other amount due in connection herewith or with any other Loan Document, and such failure with respect to clause (ii) shall have continued for three (3) Business Days after receipt by the Borrower from the Administrative Agent of notice of such failure with respect to the Term Loan or other Obligation; or

     (b) Any representation or warranty made under this agreement, or any of the other Loan Papers, or in any certificate or statement furnished or made to the Lenders pursuant hereto or in connection herewith or with the Term Loan hereunder, shall prove to be untrue or inaccurate in any material respect as of the date on which such representation or warranty is made; or

     (c) The Borrower fails to comply with any covenant or agreement incorporated herein by reference pursuant to Article VI above, subject to any applicable grace period, materiality or dollar threshold, and/or notice requirement set forth in Section 8.01 of the Incorporated Agreement (it being understood and agreed that any such notice requirement shall be met by the Lender’s giving the applicable notice to the Borrower hereunder) but without giving effect to any waiver or amendment of the Incorporated Agreement; or

     (d) The Borrower or any Subsidiary shall fail to perform or observe any other term or covenant contained herein or in any of the Loan Documents (other than those specified in subsection (a), or (c) above), on its part to be performed or observed and such failure shall not be remedied within thirty (30) days following the earlier of knowledge thereof by the Borrower or any Subsidiary or written notice by the Administrative Agent to the Borrower; or

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     (e) (i) The Borrower or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or any Guaranty Obligation (other than Indebtedness hereunder and Indebtedness under Interest Rate Protection Agreements) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $2,500,000, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of any Guaranty Obligation with respect to such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased or redeemed (automatically or otherwise) or such Guaranty Obligation to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Interest Rate Protection Agreement an Early Termination Date (as defined in such Interest Rate Protection Agreement) resulting from (A) any event of default (or, if such Interest Rate Protection Agreement is a forward gold transaction, any event of default which has not been cured within five (5) days after the occurrence of such event of default) under such Interest Rate Protection Agreement as to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Interest Rate Protection Agreement) or (B) any Termination Event (as so defined) under such Interest Rate Protection Agreement as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than $1,000,000; or

     (f) Any material portion of any Loan Document shall cease to be legal, valid, binding agreements enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the respective rights, remedies, powers or privileges intended to be created hereby; or

     (g) The Borrower or any Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or

     (h) Any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of the Borrower or any Subsidiary, or any proceeding under any Debtor Relief Law relating to the Borrower or any Subsidiary, or to all or any part of its property is instituted without the consent of such Person, and such appointment or proceeding shall remain undismissed and unstayed for a period of 60 consecutive days; or

     (i) (i) The Borrower or any Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or

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     (j) There is entered against the Borrower or any Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding $2,500,000, and such judgment shall not be satisfied, discharged or stayed (with sufficient reserves having been set aside by the Borrower or such Subsidiary to pay such judgment) at least ten (10) days prior to the date on which any of its assets could be lawfully sold to satisfy such judgment; or

     (k) (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $2,500,000, (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $2,500,000 or (iii) any Foreign Plan shall be terminated or the Borrower or any Foreign Subsidiary shall become obligated to pay any obligation with respect to any Foreign Plan which in either case could reasonably be expected to have a Material Adverse Effect; or

     (l) A Change of Control of the Borrower shall have occurred; or

     (m) There shall occur any event which, in the reasonable opinion of the Required Lenders, will have a Material Adverse Effect.

     8.02 Remedies Upon Event of Default. If any Event of Default occurs, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,

     (a) declare the Term Loan Commitment of each Lender to be terminated, whereupon such Term Loan Commitments shall be terminated;

     (b) declare the unpaid principal amount of all outstanding Term Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and

     (c) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;

provided, however, that upon the occurrence of any event specified in subsections (g) or (h) of Section 8.01 hereof, the obligation of each Lender to make its Term Loan shall automatically terminate and the unpaid principal amount of all outstanding Term Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of the Administrative Agent or any Lender.

     8.03 Application of Proceeds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

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     First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

     Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

     Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

     Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Term Loans in proportion to the respective amounts described in this clause Fourth held by them;

     Fifth, to payment of Interest Rate Protection Obligations, ratably among the Guarantied Parties (as defined in the Guaranty) in proportion to the respective amounts described in this clause Fifth held by them; and

     Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

ARTICLE IX.
ADMINISTRATIVE AGENT

     9.01 Appointment and Authorization of Administrative Agent. Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

     9.02 Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel (including counsel to any Loan Party)

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and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

     9.03 Liability of Administrative Agent. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

     9.04 Reliance by Administrative Agent.

     (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, electronic mail, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders or all the Lenders, if required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and participants. Where this Agreement expressly permits or prohibits an action unless the Required Lenders otherwise determine, the Administrative Agent shall, and in all other instances, the Administrative Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the Lenders.

     (b) For purposes of determining compliance with the conditions specified in Section 4.01 hereof, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender.

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     9.05 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be directed by the Required Lenders in accordance with Article VIII; provided, however, that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Lenders.

     9.06 Credit Decision; Disclosure of Information by Administrative Agent. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

     9.07 INDEMNIFICATION OF ADMINISTRATIVE AGENT. WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED, THE LENDERS SHALL INDEMNIFY UPON DEMAND EACH AGENT-RELATED PERSON (TO THE EXTENT NOT REIMBURSED BY OR ON BEHALF OF ANY LOAN PARTY AND WITHOUT LIMITING THE OBLIGATION OF ANY LOAN PARTY TO DO SO), PRO RATA, AND HOLD HARMLESS EACH AGENT-RELATED PERSON FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES INCURRED BY IT (WHETHER

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OR NOT ARISING OUT OF THE NEGLIGENCE OF SUCH AGENT-RELATED PERSON); PROVIDED, HOWEVER, THAT NO LENDER SHALL BE LIABLE FOR THE PAYMENT TO ANY AGENT-RELATED PERSON OF ANY PORTION OF SUCH INDEMNIFIED LIABILITIES RESULTING FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; PROVIDED, HOWEVER, THAT NO ACTION TAKEN IN ACCORDANCE WITH THE DIRECTIONS OF THE REQUIRED LENDERS SHALL BE DEEMED TO CONSTITUTE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT FOR PURPOSES OF THIS SECTION. WITHOUT LIMITATION OF THE FOREGOING, EACH LENDER SHALL REIMBURSE THE ADMINISTRATIVE AGENT UPON DEMAND FOR ITS RATABLE SHARE OF ANY COSTS OR OUT-OF-POCKET EXPENSES (INCLUDING ATTORNEY COSTS) INCURRED BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION, AMENDMENT OR ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS OR OTHERWISE) OF, OR LEGAL ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR ANY DOCUMENT CONTEMPLATED BY OR REFERRED TO HEREIN, TO THE EXTENT THAT THE ADMINISTRATIVE AGENT IS NOT REIMBURSED FOR SUCH EXPENSES BY OR ON BEHALF OF THE BORROWER. THE UNDERTAKING IN THIS SECTION SHALL SURVIVE TERMINATION OF THE TERM LOAN COMMITMENTS, THE PAYMENT OF ALL OBLIGATIONS HEREUNDER AND THE RESIGNATION OR REPLACEMENT OF THE ADMINISTRATIVE AGENT. THE FOREGOING INDEMNITY SHALL APPLY TO THE NEGLIGENCE OF THE AGENT-RELATED PERSON (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT-RELATED PERSON).

     9.08 Administrative Agent in its Individual Capacity. The Administrative Agent, acting in any capacity other than pursuant to this Agreement, and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though it were not the Administrative Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, the Administrative Agent, acting in any capacity other than pursuant to this Agreement, or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Term Loan, the Administrative Agent, acting in its capacity as a Lender, shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” include the Administrative Agent in its individual capacity.

     9.09 Successor Administrative Agent. The Administrative Agent (i) may resign as Administrative Agent upon 30 days’ notice to the Lenders and the Borrower and (ii) if the Administrative Agent, acting in its capacity as a Lender, assigns all of its Term Loan Commitment and Term Loan pursuant to Section 10.07(b), shall resign upon receiving a written request therefor from the Borrower, with such resignation to be effectuated by the Administrative Agent sending 30 days advance notice of such resignation to the Borrower and the Lenders, such

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resignation notice to be delivered by the Administrative Agent to the Borrower and the Lenders upon the Administrative Agent’s receipt of the above-described written notice from the Borrower requesting such resignation. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders which successor administrative agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor administrative agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 hereof shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

     9.10 Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.

     9.11 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Term Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise

     (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Term Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.07 and 10.04) allowed in such judicial proceedings; and

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     (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.07 and 10.04 hereof.

     9.12 Related Obligations. The benefit of the Loan Documents and of the provisions of this Agreement and the Guaranty shall extend to and be available in respect of any obligation arising under any Affiliated IRP Agreement or that is otherwise owed to Persons other than the Administrative Agent and the Lenders pursuant to the Loan Documents or the Affiliated IRP Agreements (collectively, “Related Obligations”) solely on the condition and understanding, as among the Administrative Agent and the Lenders, that (a) the Related Obligations shall be entitled to the benefit of the Loan Documents to the extent expressly set forth in this Agreement and the other Loan Documents and to such extent the Administrative Agent shall hold, and have the right and power to act with respect to, the Guaranty on behalf and as agent for the holders of the Related Obligations, but the Administrative Agent is otherwise acting solely as agent for the Lenders and shall have no fiduciary duty, duty of loyalty, duty of care, duty of disclosure or other obligation whatsoever to any holder of Related Obligations; (b) all matters, acts and omissions relating in any manner to the Guaranty shall be governed solely by the provisions of this Agreement and the Guaranty and no separate Lien, right, power or remedy shall arise or exist in favor of any Guarantied Party (as defined in the Guaranty) under any separate instrument or agreement or in respect of any Related Obligation; (c) each Guarantied Party shall be bound by all actions taken or omitted, in accordance with the terms of this Agreement and the Guaranty, by the Administrative Agent and the Required Lenders, each of whom shall be entitled to act at its sole discretion and exclusively in its own interest given its own Term Loan Commitment and its own interest in its Term Loan and other Obligations to it arising under this Agreement or the other Loan Documents, without any duty or liability to any other Guarantied Party or as to any Related Obligation and without regard to whether any Related Obligation remains outstanding or is otherwise affected or put in jeopardy thereby; (d) no holder of Related Obligations and no other Guarantied Party (except the Administrative Agent and the Lenders, to the extent set forth in this Agreement) shall have any right to be notified of, or to direct, require or be heard with respect to, any action taken or omitted under this Agreement or the other Loan Documents; and (e) no holder of any Related Obligation shall exercise any right of setoff, banker’s lien or similar right, except as expressly provided in Section 10.09 hereof.

     9.13 Other Agents; Arrangers and Managers. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “co-agent,” “book manager,” “lead manager,” “arranger, “ “lead arranger” or “co-arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, in the case of such Lenders, those applicable to all Lenders as such. Without limiting the foregoing none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender

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acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

ARTICLE X.
MISCELLANEOUS

     10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement (including any provision of the Incorporated Agreement incorporated herein by reference pursuant to Article VI above and any waiver of Section 8.01(c) above) or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

     (a) extend or increase the Term Loan Commitment of any Lender (or reinstate any Term Loan Commitment terminated pursuant to Section 8.02 hereof) or subject the Lenders to any additional obligations, without the written consent of such Lender;

     (b) postpone any scheduled date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or waive any Event of Default occurring pursuant to Section 8.01(a) hereof, without the written consent of each Lender directly affected thereby;

     (c) reduce or subordinate the principal of, or the rate of interest specified herein on, any Term Loan, or (subject to clause (ii) of the proviso below) any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of the Leverage Ratio (including any change in any defined terms used therein) of the Incorporated Agreement that would result in a reduction of any interest rate on any Term Loan or fee payable hereunder, without the written consent of each Lender directly affected thereby;

     (d) change the percentage of the Aggregate Term Loan Commitments or of the aggregate unpaid principal amount of the Term Loans which is required for the Lenders or any of them to take any action hereunder, without the written consent of each Lender;

     (e) change the Pro Rata Share or Voting Percentage of any Lender, without the written consent of each Lender;

     (f) amend this Section, or any provision herein providing for consent or other action by all the Lenders, without the written consent of each Lender; or

     (g) release any Guarantor from any Guaranty or subordinate any obligation of any Guarantor under any Guaranty, except as otherwise provided in Section 9.10 hereof, without the written consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Required Lenders or all the Lenders, as the

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case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) the Agent Fee Letter may be amended, or rights or privileges thereunder waived, except in a writing executed by the parties to the Agent Fee Letter. Notwithstanding anything to the contrary herein, any Lender that has failed to fund any portion of its Term Loan required to be funded by it hereunder shall not have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Pro Rata Share of such Lender may not be increased without the consent of such Lender.

     10.02 Notices and Other Communications; Facsimile Copies.

     (a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission) and mailed, faxed or delivered, to the address, facsimile number or (subject to subsection (c) below) electronic mail address specified for notices on Schedule 10.02; or, in the case of the Borrower or the Administrative Agent, to such other address as shall be designated by such party in a notice to the other parties, and in the case of any other party, to such other address as shall be designated by such party in a notice to the Borrower or the Administrative Agent. All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the intended recipient and (ii) (A) if delivered by hand or by courier, when signed for by the intended recipient; (B) if delivered by certified mail, three Business Days after deposit in the mails, postage prepaid for certified delivery with return receipt requested; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of subsection (c) below), when delivered; provided, however, that notices and other communications to the Administrative Agent pursuant to Article II shall not be effective until actually received by such Person. Any notice or other communication permitted to be given, made or confirmed by telephone hereunder shall be given, made or confirmed by means of a telephone call to the intended recipient at the number specified on Schedule 10.02, it being understood and agreed that a voicemail message shall in no event be effective as a notice, communication or confirmation hereunder.

     (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually-signed originals and shall be binding on all Loan Parties, the Administrative Agent and the Lenders. The Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.

     (c) Other Communications. Notwithstanding anything in this Section 10.02 or elsewhere in this Agreement to the contrary, the Borrower agrees that the Administrative Agent may make any material delivered by the Borrower to the Administrative Agent, as well as any amendments, waivers, consents, and other written information, documents, instruments and other materials relating to the Borrower, any of its Subsidiaries, or any other materials or matters relating to this Agreement, the Term Loan Notes or any of the transactions contemplated hereby (collectively, the “Communications”) available to the Lenders by posting such notices on an electronic delivery system (which may be provided by the Administrative Agent, an Affiliate of the Administrative Agent, or any Person that is not an Affiliate of the Administrative Agent),

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such as IntraLinks, or a substantially similar electronic system (the “Platform”). The Borrower acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Administrative Agent nor any of its Affiliates warrants the accuracy, completeness, timeliness, sufficiency, or sequencing of the Communications posted on the Platform. The Administrative Agent and its Affiliates expressly disclaim with respect to the Platform any liability for errors in transmission, incorrect or incomplete downloading, delays in posting or delivery, or problems accessing the Communications posted on the Platform and any liability for any losses, costs, expenses or liabilities that may be suffered or incurred in connection with the Platform. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Administrative Agent or any of its Affiliates in connection with the Platform. Each Lender agrees that notice to it (as provided in the next sentence) (a “Notice”) specifying that any Communication has been posted to the Platform shall for purposes of this Agreement constitute effective delivery to such Lender of such information, documents or other materials comprising such Communication. Each Lender agrees (i) to notify, on or before the date such Lender becomes a party to this Agreement, the Administrative Agent in writing of such Lender’s e-mail address to which a Notice may be sent (and from time to time thereafter to ensure that the Agent has on record an effective e-mail address for such Lender) and (ii) that any Notice may be sent to such e-mail address.

     (d) Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronically mailed Term Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic or electronically mailed notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

     10.03 No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein or therein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

     10.04 Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are

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consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, (b) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs, and (c) to pay or reimburse each Lender for all reasonable costs and expenses incurred after an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section shall survive the termination of the Term Loan Commitments and repayment of all the other Obligations.

     10.05 INDEMNIFICATION BY THE BORROWER.

     (a) WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED, THE BORROWER AGREES TO INDEMNIFY, SAVE AND HOLD HARMLESS EACH AGENT-RELATED PERSON, EACH LENDER AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL, AGENTS AND ATTORNEYS-IN-FACT (COLLECTIVELY THE “INDEMNITEES”) FROM AND AGAINST: (a) ANY AND ALL CLAIMS, DEMANDS, ACTIONS OR CAUSES OF ACTION THAT MAY AT ANY TIME (INCLUDING AT ANY TIME FOLLOWING REPAYMENT OF THE OBLIGATIONS AND THE RESIGNATION OR REMOVAL OF THE ADMINISTRATIVE AGENT OR THE REPLACEMENT OF ANY LENDER) BE ASSERTED OR IMPOSED AGAINST ANY INDEMNITEE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, OR AS A RESULT OF (1) THE EXECUTION OR PERFORMANCE OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, (2) ANY VIOLATION BY THE BORROWER OR ANY OF ITS SUBSIDIARIES OR ANY AFFILIATES OF ANY LAWS, INCLUDING WITHOUT LIMITATION ENVIRONMENTAL LAWS, OR ANY ENVIRONMENTAL CLAIM AGAINST ANY INDEMNITEE, (3) ANY FAILURE BY THE BORROWER OR ANY OF ITS SUBSIDIARIES TO COMPLY WITH ANY COVENANT OR AGREEMENT CONTAINED IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, (4) ANY MISREPRESENTATION BY THE BORROWER OR ITS SUBSIDIARIES UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS OR (5) THE USE OR CONTEMPLATED USE OF THE PROCEEDS OF ANY TERM LOAN; (b) ANY ADMINISTRATIVE OR INVESTIGATIVE PROCEEDING BY ANY GOVERNMENTAL AUTHORITY ARISING OUT OF OR RELATED TO A CLAIM, DEMAND, ACTION OR CAUSE OF ACTION DESCRIBED IN SUBSECTION (a) ABOVE; AND (c) ANY AND ALL LIABILITIES (INCLUDING LIABILITIES UNDER INDEMNITIES), LOSSES, COSTS OR EXPENSES (INCLUDING ATTORNEY COSTS) THAT ANY INDEMNITEE SUFFERS OR INCURS AS A RESULT OF THE ASSERTION

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OF ANY FOREGOING CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING, OR AS A RESULT OF THE PREPARATION OF ANY DEFENSE IN CONNECTION WITH ANY FOREGOING CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING, IN ALL CASES, WHETHER OR NOT ARISING OUT OF THE NEGLIGENCE OF AN INDEMNITEE, AND, WHETHER OR NOT AN INDEMNITEE IS A PARTY TO SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING (ALL THE FOREGOING, COLLECTIVELY, THE “INDEMNIFIED LIABILITIES”); PROVIDED THAT NO INDEMNITEE SHALL BE ENTITLED TO INDEMNIFICATION FOR (i) ANY CLAIM CAUSED BY ITS OWN GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT, AS FINALLY JUDICIALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION OR (ii) FOR ANY LOSS ASSERTED AGAINST IT BY ANOTHER INDEMNITEE. THE FOREGOING INDEMNITY SHALL APPLY TO THE NEGLIGENCE OF THE INDEMNITEE (BUT NOT THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF THE INDEMNITEE). THE AGREEMENTS IN THIS SECTION SHALL SURVIVE THE TERMINATION OF THE TERM LOAN COMMITMENTS AND REPAYMENT OF ALL THE OTHER OBLIGATIONS.

     (b) EACH INDEMNITEE AGREES WITH RESPECT TO ANY ACTION AGAINST IT IN RESPECT OF WHICH INDEMNITY MAY BE SOUGHT UNDER THIS SECTION 10.05, THAT SUCH INDEMNITEE WILL GIVE WRITTEN NOTICE OF THE COMMENCEMENT OF SUCH ACTION TO THE BORROWER WITHIN A REASONABLE TIME AFTER SUCH INDEMNITEE IS MADE A PARTY TO SUCH ACTION. UPON RECEIPT OF ANY SUCH NOTICE BY THE BORROWER, THE BORROWER, UNLESS SUCH INDEMNITEE SHALL BE ADVISED BY ITS COUNSEL THAT THERE ARE OR MAY BE LEGAL DEFENSES AVAILABLE TO SUCH INDEMNITEE THAT ARE DIFFERENT FROM, IN ADDITION TO, OR IN CONFLICT WITH, THE DEFENSES AVAILABLE TO THE BORROWER, MAY PARTICIPATE WITH THE INDEMNITEE IN THE DEFENSE OF SUCH INDEMNIFIED MATTER, INCLUDING THE EMPLOYMENT OF COUNSEL CONSENTED TO BY SUCH INDEMNITEE (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD); PROVIDED, HOWEVER, NOTHING PROVIDED HEREIN SHALL (i) ENTITLE THE BORROWER TO ASSUME THE DEFENSE OF SUCH INDEMNIFIED MATTER OR (ii) REQUIRE THE CONSENT OF THE BORROWER FOR ANY SETTLEMENT OR ACTION IN RESPECT OF SUCH INDEMNIFIED MATTER, ALTHOUGH EACH INDEMNITEE AGREES TO CONFER AND CONSULT WITH THE BORROWER BEFORE MAKING ANY SETTLEMENT OF SUCH INDEMNIFIED MATTER.

     10.06 Payments Set Aside. To the extent that the Borrower makes a payment to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and

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     (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.

     10.07 Successors and Assigns.

     (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

     (b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Term Loan Commitment and its Term Loan at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Term Loan Commitment or its Term Loan at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Term Loan Commitment or the Term Loan outstanding subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed), (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to its Term Loan or the Term Loan Commitment assigned, (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (provided no such fee shall be required for an assignment to an Affiliate of a Lender) and (iv) in the case of an assignment to an Affiliate of a Lender or to an Approved Fund, the assigning Lender shall ensure that all of the Borrower’s dealings with the assignee shall be conducted through the same Lender. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.07 (which accrued to such Lender prior to such assignment), 10.04 and 10.05 hereof). Upon request and at no expense to the Borrower, the Borrower shall execute and deliver new or replacement Term Loan Notes to the assigning Lender and the assignee Lender.

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Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

     (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Term Loan Commitments of, and principal amount of the Term Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

     (d) Any Lender may, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Term Loan Commitments and/or the Term Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification that would (i) postpone any date upon which any payment of money is scheduled to be paid to such Participant, (ii) reduce the principal, interest, fees or other amounts payable to such Participant, or (iii) release any Guarantor from the Guaranty except as permitted under Section 9.10. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 hereof to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.09 hereof as though it were a Lender, provided such Participant agrees to be subject to Section 2.11 hereof as though it were a Lender.

     (e) A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.02 or 3.04 hereof than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 hereof unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 10.15 hereof as though it were a Lender.

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     (f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Term Loan Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, without the requirement for notice to or consent of any Person or the payment of any fee; provided that no such pledge or assignment shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

     (g) As used herein, the following terms have the following meanings:

“Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved by the Administrative Agent and, unless (x) such Person is taking delivery of an assignment in connection with physical settlement of a credit derivative transaction or (y) an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed).

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

     10.08 Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and required to keep such Information confidential) with respect to the monitoring and administration of this Agreement or any other Loan Documents; (b) to the extent required by any regulatory authority; (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any credit derivative transaction relating to obligations of the Borrower; (g) with the written consent of the Borrower; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower; or (i) only to the extent required, to the National Association of Insurance Commissioners or any other similar organization or any nationally recognized rating agency that requires access to information about a Lender’s or its Affiliates’ investment portfolio in connection with ratings issued with respect to such Lender or its Affiliates. For the purposes of this Section, “Information” means all

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information received from the Borrower relating to the Borrower, its Affiliates or their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of disclosure as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligations to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential Information.

     10.09 Set-off. In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by law, to set off and apply any and all deposits (general or special (except trust and escrow accounts), time or demand, provisional, final or otherwise) at any time held by, and other indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

     10.10 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the Highest Lawful Rate. If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Highest Lawful Rate, the excess interest shall be applied to the principal of the Term Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Highest Lawful Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations.

     10.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 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.

     10.12 Integration. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall

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control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

     10.13 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or Event of Default at the time of the making of the Term Loan Borrowing, and shall continue in full force and effect as long as any Term Loan or any other Obligation shall remain unpaid or unsatisfied.

     10.14 Severability. Any provision of this Agreement and the other Loan Documents to which the Borrower is a party that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     10.15 Foreign Lenders. Each Lender that is a “foreign corporation, partnership or trust” within the meaning of the Code (a “Foreign Lender”) shall deliver to the Administrative Agent, prior to receipt of any payment subject to withholding under the Code (or after accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Person and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Person by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Person by the Borrower pursuant to this Agreement) or such other evidence satisfactory to the Borrower and the Administrative Agent that such Person is entitled to an exemption from, or reduction of, U.S. withholding tax. Thereafter and from time to time, each such Person shall (a) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Borrower and the Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Person by the Borrower pursuant to this Agreement, (b) promptly notify the Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (c) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Borrower make any deduction or withholding for taxes from amounts payable to such Person. If such Person fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and

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1442 of the Code, without reduction. If any Governmental Authority asserts that the Administrative Agent did not properly withhold any tax or other amount from payments made in respect of such Person, such Person shall indemnify the Administrative Agent therefore, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including Attorney Costs) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the payment of all Obligations and the resignation or replacement of the Administrative Agent.

     10.16 Removal and Replacement of Lenders.

     (a) Under any circumstances set forth herein providing that the Borrower shall have the right to remove or replace a Lender as a party to this Agreement, the Borrower may, upon notice to such Lender and the Administrative Agent, replace such Lender by causing such Lender to assign its Term Loan pursuant to Section 10.07(b) hereof to one or more other Lenders or Eligible Assignees procured by the Borrower; provided, however, that if the Borrower elects to exercise such right with respect to any Lender pursuant to Section 3.06(b) hereof, it shall be obligated to remove or replace, as the case may be, all Lenders that have made similar requests for compensation pursuant to Section 3.01, 3.02 or 3.04 hereof. In such event, the Borrower shall release each such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance with respect to such Lender’s Term Loan. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Pro Rata Shares resulting from any such removal or replacement.

     (b) This Section shall supersede any provision in Section 10.01 hereof to the contrary.

     10.17 Exceptions to Covenants. Neither the Borrower nor any Subsidiary shall be deemed to be permitted to take any action or fail to take any action which is permitted as an exception to any of the covenants contained herein or which is within the permissible limits of any of the covenants contained herein if such action or omission would result in the breach of any other covenant contained herein.

     10.18 Governing Law.

     (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW 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.

     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS SITTING IN DALLAS COUNTY, TEXAS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS (DALLAS DIVISION), AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE

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JURISDICTION OF THOSE COURTS. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

     10.19 Waiver of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

     10.20 USA Patriot Act Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information required by the Act or any regulation promulgated pursuant to the Act that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act

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

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

55

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

CASH AMERICA INTERNATIONAL, INC.
By:	/a/ Austin D. Nettle
	Name:	Austin D. Nettle
	Title:	Vice President and Treasurer

Exhibit E - 56

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
By:	/s/ Jeffrey D. Bundy
	Name:	Jeffrey D. Bundy
	Title:	Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Jeffrey D. Bundy
	Name:	Jeffrey D. Bundy
	Title:	Vice President

Exhibit E - 57

JPMORGAN CHASE BANK, N.A., as a Lender
By:	/s/ Lindsey M. Hester
	Name:	Lindsey M. Hester
	Title:	Vice President

Exhibit E - 58

KEYBANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ David A. Wild
	Name:	David A. Wild
	Title:	Vice President

Exhibit E - 59

TEXAS CAPITAL BANK, N.A., as a Lender
By:	/s/ Barry Kromann
	Name:	Barry Kromann
	Title:	Executive Vice President

Exhibit E - 60

UNION BANK OF CALIFORNIA, N.A., as a Lender
By:	/s/ Sarah Daniel
	Name:	Sarah Daniel
	Title:	Vice President

Exhibit E - 61

SCHEDULE 1.01

SUBSIDIARY GROUPS

Cash America International, Inc.
a Texas corporation

	Jurisdiction of	Qualified to do
Subsidiary/Affiliate	Incorporation	Business
Bronco Pawn & Gun, Inc.	Oklahoma
Cash America Advance, Inc.	Delaware	Arizona California Texas
Cash America Financial Services, Inc.	Delaware	Tennessee Indiana Kentucky Missouri North Carolina Utah Texas Oklahoma Louisiana Illinois Alabama Florida Michigan California Georgia
Cash America Franchising, Inc.	Delaware	Texas
Cash America Global Financing, Inc.	Delaware
Cash America Holding, Inc. Sole General Partner of Cash America Pawn L.P. and Sole General Partner of Cash America Management L.P.	Delaware	Texas
Cash America, Inc. Limited partner of Cash America Pawn L.P. and Limited Partner of Cash America Management L.P.	Delaware
Cash America, Inc. of Alabama	Alabama
Cash America, Inc. of Alaska	Alaska
Cash America, Inc. of Colorado	Colorado
Cash America, Inc. of Illinois	Illinois
Cash America, Inc. of Indiana	Indiana
Cash America, Inc. of Kentucky	Kentucky
Cash America, Inc. of Louisiana	Delaware	Louisiana
Cash America of Mexico, Inc.	Delaware

Schedule 1.01

	Jurisdiction of	Qualified to do
Subsidiary/Affiliate	Incorporation	Business
Cash America, Inc. of Nevada	Nevada	Arizona California Washington
Cash America, Inc. of North Carolina	North Carolina	Nevada
Cash America, Inc. of Oklahoma	Oklahoma
Cash America, Inc. of South Carolina	South Carolina
Cash America, Inc. of Tennessee	Tennessee
Cash America, Inc. of Utah	Utah
Cash America, Inc. of Virginia	Virginia
Cash America Management L.P.	Delaware	Texas
Cash America of Missouri, Inc.	Missouri
Cash America Pawn, Inc. of Ohio	Ohio
Cash America Pawn L.P.	Delaware	Texas
Cashland Financial Services, Inc.	Delaware	Kentucky Ohio Michigan Indiana Illinois Colorado
Doc Holliday’s Pawnbrokers & Jewellers, Inc.	Delaware
Express Cash International Corporation	Delaware
Florida Cash America, Inc.	Florida
Gamecock Pawn & Gun, Inc.	South Carolina
Georgia Cash America, Inc.	Georgia
Hornet Pawn & Gun, Inc.	North Carolina
Longhorn Pawn and Gun, Inc.	Texas
Mr. Payroll Corporation	Delaware	Texas
Ohio Neighborhood Finance, Inc.	Delaware	Ohio
RATI Holding, Inc.	Texas	Oklahoma
Tiger Pawn & Gun, Inc.	Tennessee
Uptown City Pawners, Inc.	Illinois
Vincent’s Jewelers and Loan, Inc.	Missouri
Cash America Net Canada, Inc.	New Brunswick, Canada
Cash America Net Holdings, LLC	Delaware	Illinois
Cash America Net of Alabama, LLC	Delaware	Alabama Illinois

Schedule 1.01

	Jurisdiction of	Qualified to do
Subsidiary/Affiliate	Incorporation	Business
Cash America Net of Alaska, LLC	Delaware	Alaska Illinois
Cash America Net of Arizona, LLC	Delaware	Arizona Illinois
Cash America Net of California, LLC	Delaware	California Illinois
Cash America Net of Colorado, LLC	Delaware	Colorado Illinois
Cash America Net of Delaware, LLC	Delaware	Illinois
Cash America Net of Florida, LLC	Delaware	Florida Illinois
CashNetUSA of Florida, LLC	Delaware	Florida
Cash America Net of Hawaii, LLC	Delaware	Hawaii Illinois
Cash America Net of Idaho, LLC	Delaware	Idaho Illinois
Cash America Net of Illinois, LLC	Delaware	Illinois
Cash America Net of Indiana, LLC	Delaware	Indiana Illinois
Cash America Net of Iowa, LLC	Delaware	Iowa Illinois
Cash America Net of Kansas, LLC	Delaware	Kansas Illinois
Cash America Net of Kentucky, LLC	Delaware	Kentucky
Cash America Net of Louisiana, LLC	Delaware	Louisiana Illinois
Cash America Net of Maine, LLC	Delaware	Maine
CashEuroNet UK, LLC	Delaware	United Kingdom
CashNet CSO of Maryland, LLC	Delaware	Maryland
Cash America Net of Michigan, LLC	Delaware	Michigan Illinois
Cash America Net of Minnesota, LLC	Delaware	Minnesota Illinois
Cash America Net of Mississippi, LLC	Delaware	Mississippi
Cash America Net of Missouri, LLC	Delaware	Missouri Illinois
Cash America Net of Montana, LLC	Delaware	Montana Illinois
Cash America Net of Nebraska, LLC	Delaware	Nebraska
Cash America Net of Nevada, LLC	Delaware	Nevada

Schedule 1.01

	Jurisdiction of	Qualified to do
Subsidiary/Affiliate	Incorporation	Business
Cash America Net of New Hampshire, LLC	Delaware	New Hampshire Illinois
Cash America Net of New Mexico, LLC CashNetUSA CO, LLC CashNetUSA OR, LLC The Check Giant, NM, LLC	Delaware	New Mexico Illinois Colorado Oregon New Mexico
Cash America Net of North Dakota, LLC	Delaware	North Dakota Illinois
Cash America Net of Ohio, LLC	Delaware	Ohio Illinois
Ohio Consumer Financial Solutions, LLC	Delaware	Ohio Illinois
Cash America Net of Oklahoma, LLC	Delaware	Oklahoma Illinois
Cash America Net of Oregon, LLC	Delaware	Oregon Illinois
Cash America Net of Rhode Island, LLC	Delaware	Nevada
Cash America Net of South Dakota, LLC	Delaware	South Dakota Illinois
Cash America Net of Texas, LLC	Delaware	Texas Illinois
Cash America Net of Utah, LLC	Delaware	Utah Illinois
Cash America Net of Virginia, LLC	Delaware	Virginia Illinois
Cash America Net of Washington, LLC	Delaware	Washington Illinois
Cash America Net of Wisconsin, LLC	Delaware	Wisconsin Illinois
Cash America Net of Wyoming, LLC	Delaware	Wyoming Illinois
CashNet of Australia, LLC	Delaware
Primary Credit Solutions, LLC (f/k/a Primary Cash Holdings, LLC)	Delaware	Texas California
Primary Credit Processing, LLC (f/k/a Primary Cash Card Processing, LLC)	Delaware	Texas California
Primary Payment Solutions, LLC (f/k/a Primary Cash Card Services, LLC)	Delaware	Texas California Illinois
Primary Credit Services, LLC (f/k/a Primary Cash Finance, LLC)	Delaware	Texas California

Schedule 1.01

SCHEDULE 2.01

TERM LOAN COMMITMENTS
AND PRO RATA SHARES

Lender	Term Loan Commitment		Pro Rata Share
Wells Fargo Bank, National Association	$[**Confidential Treatment Requested]		[**Confidential Treatment Requested]%
JPMorgan Chase Bank, N.A.	$[**Confidential Treatment Requested]		[**Confidential Treatment Requested]%
KeyBank National Association	$[**Confidential Treatment Requested]		[**Confidential Treatment Requested]%
Texas Capital Bank, N.A.	$[**Confidential Treatment Requested]		[**Confidential Treatment Requested]%
Union Bank of California, N.A.	$[**Confidential Treatment Requested]		[**Confidential Treatment Requested]%
Total	$	38,000,000.00		100.000000000	%

Schedule 2.01

[**Confidential Treatment Requested] indicates that portions of this document have been deleted and have been separately filed with the Securities and Exchange Commission.

SCHEDULE 5.13

SUBSIDIARIES
AND OTHER EQUITY INVESTMENTS

1. The Subsidiaries listed on Schedule 1.01 attached to the Agreement; provided that with respect to RATI Holding, Inc., Cash America, Inc. owns 89.1% of the issued and outstanding shares of common stock of RATI Holding, Inc., Cash America Holding, Inc. owns 1% of the issued and outstanding shares of common stock of RATI Holding, Inc., and unaffiliated third parties own the remaining 9.9% of the issued and outstanding shares of common stock of RATI Holding, Inc.

Scheduel 5.13

SCHEDULE 7.03(j)

EXISTING INVESTMENTS

1. The Investments described on Schedule 5.13 attached to the Agreement.

Schedule 7.03(j)

SCHEDULE 10.02

EURODOLLAR AND DOMESTIC LENDING OFFICES
ADDRESSES FOR NOTICES

CASH AMERICA INTERNATIONAL, INC.

1600 W. 7th Street
Fort Worth, Texas 76102
Attn: David J. Clay, Senior Vice President — Finance

Telephone:	817-570-1724
Facsimile:	817-570-1699
Electronic Mail:	dclay@casham.com

With a copy to:
1600 W. 7th Street
Fort Worth, Texas 76102
Attn: J. Curtis Linscott, Executive Vice President, General Counsel & Secretary

Telephone:	817-570-1687
Facsimile:	817-570-1647
Electronic Mail:	clinscott@casham.com

Borrower’s Website Address: http://www.cashamerica.com

WELLS FARGO BANK, NATIONAL ASSOCIATION

Administrative Agent’s Office
(for payments and agent information):

Wells Fargo Bank, National Association
1740 Broadway
MAC C7300-034
Denver, CO 80274
Attn: Kevin Rapp

Telephone:	303-863-5415
Facsimile:	303-863-5533
Electronic Mail:	Kevin.j.rapp@wellsfargo.com
Account No.:	4000038059
Ref:	CASH AMERICA INTERNATIONAL
ABA#:	121000248

Schedule 10.02-1

[**Confidential Treatment Requested] indicates that portions of this document have been deleted and have been separately filed with the Securities and Exchange Commission.

Lending Office
(Requests for advance of Term Loan):

Wells Fargo Bank, National Association
201 Main Street, Suite 300
Fort Worth, Texas 76102
Attn: Jeffrey D. Bundy

Telephone:	817-334-7093
Facsimile:	817-334-7000
Electronic Mail:	Jeffrey.d.bundy@wellsfargo.com

Other Notices as Administrative Agent

Wells Fargo Bank, National Association
1740 Broadway
MAC C7300-034
Denver, CO 80274
Attn: Kevin Rapp

Telephone:	303-863-5415
Facsimile:	303-863-5533
Electronic Mail:	Kevin.j.rapp@wellsfargo.com

Other Notices as a Lender

Wells Fargo Bank, National Association
201 Main Street, Suite 300
Fort Worth, Texas 76102
Attn: Jeffrey D. Bundy

Telephone:	817-334-7093
Facsimile:	817-334-7000
Electronic Mail:	Jeffrey.d.bundy@wellsfargo.com

Schedule 10.02-2

[**Confidential Treatment Requested] indicates that portions of this document have been deleted and have been separately filed with the Securities and Exchange Commission.

JPMORGAN CHASE BANK, N.A.

Domestic/LIBOR Lending Office

JPMorgan Chase Bank
111 Fannin, 10th Floor
Houston, Texas 77002

Account No.:	000103361029
Ref:	Texas Diversified Clearing Account
ABA#:	113000609

Credit Contact

JPMorgan Chase Bank
420 Throckmorton, Suite 400
Fort Worth, TX 76102
Attn: Lindsey Hester

Telephone:	817-884-4620
Facsimile:	817-884-5697
Electronic Mail:	Lindsey.M.Hester@chase.com

Operations Contact

JPMorgan Chase Bank
111 Fannin, 10th Floor
Houston, TX 77002
Attn: Linda Escamilla

Telephone:	713-750-2606
Facsimile:	713-750-2228

KEYBANK NATIONAL ASSOCIATION

Domestic/LIBOR Lending Office

KeyBank National Association
127 Public Square
Cleveland, Ohio 44114

Account No.:	[**Confidential Treatment Requested]
Ref:	Cash America International, Inc. — for cost center 100-7807243
Beneficiary:	KNB Services
ABA#:	041-001-039

Schedule 10.02-3

[**Confidential Treatment Requested] indicates that portions of this document have been deleted and have been separately filed with the Securities and Exchange Commission.

Credit Contact

KeyBank National Association
127 Public Square
Mailcode OH-01-27-0847
Cleveland, Ohio 44114
Attn: David Wild, Portfolio Manager

Telephone:	216-689-5855
Facsimile:	216-689-4666
Electronic Mail:	David_A_Wild@Keybank.com

Operations Contact

KeyBank National Association
127 Public Square
Mailcode OH-01-27-0847
Cleveland, Ohio 44114
Attn: Annemarie French, Service Officer

Telephone:	216-689-3984
Facsimile:	216-370-5995
Electronic Mail:	Annemarie_French@Keybank.com

TEXAS CAPITAL BANK, N.A.

Domestic/LIBOR Lending Office

Texas Capital Bank, N.A.
1600 W. 7th Street, Suite 200
Fort Worth, Texas 76102

Account No.:	160020
Account Name:	Cash America #8038
ABA#:	111017979

Schedule 10.02-4

[**Confidential Treatment Requested] indicates that portions of this document have been deleted and have been separately filed with the Securities and Exchange Commission.

Credit Contact

Texas Capital Bank, N.A.
1600 W. 7th Street, Suite 200
Fort Worth, TX 76102
Attn: Barry Kromann

Telephone:	817-212-8326
Facsimile:	817-336-0553
Electronic Mail:	barry.kromann@texascapitalbank.com

Operations Contact

Texas Capital Bank, N.A.
6060 North Central Expressway, Suite 800
Dallas, TX 75206
Attn: Amy Cavazos

Telephone:	214-706-6738
Facsimile:	214-706-6739
Electronic Mail:	amy.cavazos@texascapitalbank.com

UNION BANK OF CALIFORNIA, N.A.

Domestic/LIBOR Lending Office

Union Bank of California, N.A.
445 South Figueroa Street, 16th Floor
Los Angeles, California 90071

Account No.:	[**Confidential Treatment Requested]
Ref:	Cash America International, Inc.
Account Name:	Wire Transfer Clearing
Attention:	Commercial Loan Operations
ABA/CHIP#:	122-000-496

Credit Contact

Union Bank of California, N.A.
445 South Figueroa Street, 16th Floor
Los Angeles, California 90071
Attn: Al Kelley

Telephone:	213-236-7756
Facsimile:	213-236-7636
Electronic Mail:	al.kelley@uboc.com

Schedule 10.02-5

[**Confidential Treatment Requested] indicates that portions of this document have been deleted and have been separately filed with the Securities and Exchange Commission.

Operations Contact

Union Bank of California, N.A.
601 Potrero Grande Drive
Monterey Park, California 91754
Attn: Ruby Gonzales

Telephone:	323-720-2870
Facsimile:	323-724-6198
Electronic Mail:	ruby.gonzales@uboc.com

Schedule 10.02-6

[**Confidential Treatment Requested] indicates that portions of this document have been deleted and have been separately filed with the Securities and Exchange Commission.

EXHIBIT A

FORM OF ASSIGNMENT AND ACCEPTANCE

     Reference is made to that certain Credit Agreement, dated as of November 21, 2008 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Cash America International, Inc., a Texas corporation (the “Borrower”), the Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent.

     The assignor identified on the signature page hereto (the “Assignor”) and the assignee identified on the signature page hereto (the “Assignee”) agree as follows:

     1. (a) Subject to paragraph 11, effective as of the date specified on Schedule 1 hereto (the “Effective Date”), the Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, the interest described on Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Agreement.

          (b) From and after the Effective Date, (i) the Assignee shall be a party under the Agreement and will have all the rights and obligations of a Lender for all purposes under the Loan Documents to the extent of the Assigned Interest and be bound by the provisions thereof, and (ii) the Assignor shall relinquish its rights and be released from its obligations under the Agreement to the extent of the Assigned Interest. The Assignor and/or the Assignee, as agreed by the Assignor and the Assignee, shall deliver, in immediately available funds, any applicable assignment fee required under Section 10.07(b) of the Agreement.

     2. On the Effective Date, the Assignee shall pay to the Assignor, in immediately available funds, an amount equal to the purchase price of the Assigned Interest as agreed upon by the Assignor and the Assignee.

     3. From and after the Effective Date, the Administrative Agent shall make all payments under the Agreement and the Term Loan Note, if any, in respect of the Assigned Interest (including all payments of principal, interest and fees with respect thereto) to the Assignee. The Assignor and the Assignee shall make all appropriate adjustments in payments under the Agreement and such Term Loan Note, if any, for periods prior to the Effective Date directly between themselves.

     4. The Assignor represents and warrants to the Assignee that:

     (a) The Assignor is the legal and beneficial owner of the Assigned Interest, and the Assigned Interest is free and clear of any adverse claim;

     (b) the Assigned Interest listed on Schedule 1 accurately and completely sets forth the Outstanding Amount of the Term Loan relating to the Assigned Interest as of the Effective Date;

Exhibit A-1

     (c) it has the power and authority and the legal right to make, deliver and perform, and has taken all necessary action, to authorize the execution, delivery and performance of this Assignment and Acceptance, and any and all other documents delivered by it in connection herewith and to fulfill its obligations under, and to consummate the transactions contemplated by, this Assignment and Acceptance and the Loan Documents, and no consent or authorization of, filing with, or other act by or in respect of any Governmental Authority, is required in connection in connection herewith or therewith; and

     (d) this Assignment and Acceptance constitutes the legal, valid and binding obligation of the Assignor.

     The Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Affiliates or the performance by the Borrower or any of its Affiliates of their respective obligations under the Loan Documents, and assumes no responsibility with respect to any statements, warranties or representations made under or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document other than as expressly set forth above.

     5. The Assignee represents and warrants to the Assignor and the Administrative Agent that:

     (a) the Assignee has received a copy of the Agreement, together with copies of the most recent financial statements of the Borrower delivered pursuant thereto;

     (b) it is an Eligible Assignee;

     (c) it has the full power and authority and the legal right to make, deliver and perform, and has taken all necessary action, to authorize the execution, delivery and performance of this Assignment and Acceptance, and any and all other documents delivered by it in connection herewith and to fulfill its obligations under, and to consummate the transactions contemplated by, this Assignment and Acceptance and the Loan Documents, and no consent or authorization of, filing with, or other act by or in respect of any Governmental Authority, is required in connection in connection herewith or therewith;

     (d) this Assignment and Acceptance constitutes the legal, valid and binding obligation of the Assignee;

     (e) under applicable Laws no tax will be required to be withheld by the Administrative Agent or the Borrower with respect to any payments to be made to the Assignee hereunder or under any Loan Document, and unless otherwise indicated in the space opposite the Assignee’s signature below, no tax forms described in Section 10.15 of the Agreement are required to be delivered by the Assignee; and

     (f) it has obtained and reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this

Exhibit A-2

Assignment and Acceptance. The Assignee has independently and without reliance upon the Assignor or the Administrative Agent and based on such information as the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Acceptance. The Assignee will, independently and without reliance upon the Administrative Agent or any Lender, and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement.

     6. The Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto.

     7. If either the Assignee or the Assignor desires a Term Loan Note to evidence its Term Loan, it shall request the Administrative Agent to procure a Term Loan Note from the Borrower.

     8. The Assignor and the Assignee agree to execute and deliver such other instruments, and take such other action, as either party may reasonably request in connection with the transactions contemplated by this Assignment and Acceptance.

     9. This Assignment and Acceptance shall be binding upon and inure to the benefit of the parties and their respective successors and assigns; provided, however, that the Assignee shall not assign its rights or obligations hereunder without the prior written consent of the Assignor and any purported assignment, absent such consent, shall be void.

     10. This Assignment and Acceptance may be executed by facsimile signatures with the same force and effect as if manually signed and may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the state specified in the Section of the Agreement entitled “Governing Law.”

     11. The effectiveness of the assignment described herein is subject to:

     (a) if such consent is required by the Agreement, receipt by the Assignor and the Assignee of the consent of the Administrative Agent and/or the Borrower to the assignment described herein. By delivering a duly executed and delivered copy of this Assignment and Acceptance to the Administrative Agent, the Assignor and the Assignee hereby request any such required consent and request that the Administrative Agent register the Assignee as a Lender under the Agreement effective as of the Effective Date; and

     (b) receipt by the Administrative Agent of (or other arrangements acceptable to the Administrative Agent with respect to) any applicable assignment fee referred to in Section 10.07(b) of the Agreement and any tax forms required by Section 10.15 of the Agreement.

Exhibit A-3

     By signing below, the Administrative Agent agrees to register the Assignee as a Lender under the Agreement, effective as of the Effective Date with respect to the Assigned Interest, and will adjust the registered Pro Rata Share of the Assignor under the Agreement to reflect the assignment of the Assigned Interest.

     12. Attached hereto as Schedule 2 is all contact, address, account and other administrative information relating to the Assignee.

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

Exhibit A-4

     IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed as of the date first above written by their respective duly authorized officers.

Assignor: [Name of Assignor]
By:
	Name:
	Title:

	Assignee:
	[Name of Assignee]
	By:
		Name:
o Tax forms required by		Title:
Section 10.15 of the Agreement included
In accordance with and subject to Section 10.07 of the Credit Agreement, the undersigned consent to the foregoing assignment as of the Effective Date:

CASH AMERICA INTERNATIONAL, INC.
By:
	Name:
	Title:

WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent
By:
	Name:
	Title:

Exhibit A-5

SCHEDULE 1 TO ASSIGNMENT AND ACCEPTANCE

THE ASSIGNED INTEREST

Effective Date:                                         

Assigned Term Loan	Type and amount of outstanding
Commitment	Obligations assigned	Assigned Pro Rata Share
$	[type] $	%

Exhibit A-6

SCHEDULE 2 TO ASSIGNMENT AND ACCEPTANCE

ADMINISTRATIVE DETAILS

(Assignee to list names of credit contacts, addresses, phone and facsimile numbers, electronic
mail addresses and account and payment information)

Exhibit A-7

EXHIBIT B

GUARANTY

     GUARANTY (this “Guaranty”), dated as of                     , made by each of the parties listed on the signature pages hereof (collectively, the “Guarantors”, and each, a “Guarantor”), in favor of the Guarantied Parties referred to below.

WITNESSETH:

     WHEREAS, Cash America International, Inc., a Texas corporation (the “Borrower”), has entered into the Credit Agreement, dated as of November 21, 2008, among the Lenders party thereto, and Wells Fargo Bank, National Association, as the Administrative Agent (hereinafter, the “Administrative Agent”) for the Lenders (said Credit Agreement, as it may be amended, supplemented or otherwise modified from time to time, being the “Credit Agreement”, and capitalized terms not defined herein but defined therein being used herein as therein defined); and

     WHEREAS, the Borrower and each of the Guarantors are members of the same consolidated group of companies and are engaged in operations which require financing on a basis in which credit can be made available from time to time to the Borrower and the Guarantors, and the Guarantors will derive direct and indirect economic benefit from the Term Loans under the Credit Agreement; and

     WHEREAS, it is a condition precedent to the obligation of the Lenders to make Term Loans under the Credit Agreement that the Guarantors shall have executed and delivered this Guaranty; and

     WHEREAS, the Lenders, the Administrative Agent and any Affiliate of any Lender entering into an Affiliated IRP Agreement (provided that such Lender was a Lender at the time such Affiliated IRP Agreement was entered into) with the Borrower or any Affiliate of the Borrower are herein referred to as the “Guarantied Parties”;

     NOW, THEREFORE, in consideration of the premises and to induce the Lenders to make Term Loans, the Guarantors hereby agree as follows:

     SECTION 1. Guaranty. The Guarantors hereby jointly and severally unconditionally and irrevocably guarantee the full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, of, and the performance of, (a) the Obligations, whether now or hereafter existing and whether for principal, interest, fees, expenses or otherwise, (b) all Interest Rate Protection Obligations, (c) any and all reasonable out-of-pocket expenses (including, without limitation, reasonable expenses and reasonable counsel fees and expenses of the Administrative Agent and the Lenders) incurred by any of the Guarantied Parties in enforcing any rights under this Guaranty and (d) all present and future amounts that would become due but for the operation of any provision of Debtor Relief Laws, and all present and future accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or any Guarantor voluntarily or involuntarily becomes subject to any Debtor Relief Laws (the items set forth in clauses (a), (b), (c) and (d) immediately above being herein referred to as the

Exhibit B-1

“Guarantied Obligations”). Upon failure of the Borrower to pay any of the Guarantied Obligations when due after the giving by the Administrative Agent and/or the Lenders of any notice and the expiration of any applicable cure period in each case provided for in the Credit Agreement, other Loan Documents and Affiliated IRP Agreements (whether at stated maturity, by acceleration or otherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors’ receipt of notice from the Administrative Agent of the Borrower’s failure to pay the same, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any of the Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any collateral. Notwithstanding anything herein, in any other Loan Document or in any Affiliated IRP Agreement to the contrary, in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Section 1 would otherwise, taking into account the provisions of Section 10 hereof, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under this Section 1, then the amount of such liability shall, without any further action by such Guarantor, any Lender, the Administrative Agent or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

     SECTION 2. Guaranty Absolute. Each Guarantor guaranties that the Guarantied Obligations will be paid strictly in accordance with the terms of the Credit Agreement, the Term Loan Notes, the other Loan Documents and the Affiliated IRP Agreements, without set-off or counterclaim, and regardless of any Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Guarantied Parties with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute and unconditional irrespective of:

     (a) any lack of validity or enforceability of any provision of any other Loan Document or any Affiliated IRP Agreement or any other agreement or instrument relating to any Loan Document or any Affiliated IRP Agreement, or avoidance or subordination of any of the Guarantied Obligations;

     (b) any change in the time, manner or place of payment of, or in any other term of, or any increase in the amount of, all or any of the Guarantied Obligations, or any other amendment or waiver of any term of, or any consent to departure from any requirement of, the Credit Agreement, the Term Loan Notes, any of the other Loan Documents or any Affiliated IRP Agreement;

     (c) any exchange, release or non-perfection of any Lien on any collateral for, or any release of any other Loan Party or amendment or waiver of any term of any other guaranty of, or any consent to departure from any requirement of any other guaranty of, all or any of the Guarantied Obligations;

Exhibit B-2

     (d) the absence of any attempt to collect any of the Guarantied Obligations from the Borrower or from any other Loan Party or any other action to enforce the same or the election of any remedy by any of the Guarantied Parties;

     (e) any waiver, consent, extension, forbearance or granting of any indulgence by any of the Guarantied Parties with respect to any provision of any other Loan Document or any Affiliated IRP Agreement;

     (f) the election by any of the Guarantied Parties in any proceeding under any Debtor Relief Law;

     (g) any borrowing or grant of a security interest by the Borrower or any other Loan Party, as debtor-in-possession, under any Debtor Relief Law; or

     (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Borrower or any Guarantor other than payment or performance of the Guarantied Obligations.

     SECTION 3. Waiver.

     (a) Each Guarantor hereby (i) waives (A) promptness, diligence, notice of acceptance and any and all other notices, including, without limitation, notice of intent to accelerate and notice of acceleration, with respect to any of the Guarantied Obligations or this Guaranty, (B) any requirement that any of the Guarantied Parties protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Borrower or any other Person or any collateral, (C) the filing of any claim with a court in the event of receivership or bankruptcy of the Borrower or any other Person, (D) except as otherwise provided herein, protest or notice with respect to nonpayment of all or any of the Guarantied Obligations, (E) the benefit of any statute of limitation, (F) all demands whatsoever (and any requirement that demand be made on the Borrower or any other Person as a condition precedent to such Guarantor’s obligations hereunder), (G) all rights by which any Guarantor might be entitled to require suit on an accrued right of action in respect of any of the Guarantied Obligations or require suit against the Borrower or any other Guarantor or Person, whether arising pursuant to Section 34.02 of the Texas Business and Commerce Code, as amended, Section 17.001 of the Texas Civil Practice and Remedies Code, as amended, Rule 31 of the Texas Rules of Civil Procedure, as amended, or otherwise, (H) any defense based upon an election of remedies by any Guarantied Party, or (I) notice of any events or circumstances set forth in clauses (a) through (h) of Section 2 hereof; and (ii) covenants and agrees that, except as otherwise agreed by the parties, this Guaranty will not be discharged except by complete payment and performance of the Guarantied Obligations and any other obligations of such Guarantor contained herein.

     (b) If, in the exercise of any of its rights and remedies, any of the Guarantied Parties shall forfeit any of its rights or remedies, including, without limitation, its right to enter a deficiency judgment against the Borrower or any other Person, whether because of any Applicable Law pertaining to “election of remedies” or the like, each Guarantor hereby consents to such action by such Guarantied Party and waives any claim based upon such action. Any election of remedies which results in the denial or impairment of the right of such Guarantied

Exhibit B-3

Party to seek a deficiency judgment against the Borrower shall not impair the obligation of such Guarantor to pay the full amount of the Guarantied Obligations or any other obligation of such Guarantor contained herein.

     (c) In the event any of the Guarantied Parties shall bid at any foreclosure or trustee’s sale or at any private sale permitted by law or under any of the Loan Documents, to the extent not prohibited by Applicable Law, such Guarantied Party may bid all or less than the amount of the Guarantied Obligations and the amount of such bid, if successful, need not be paid by such Guarantied Party but shall be credited against the Guarantied Obligations.

     (d) Each Guarantor agrees that notwithstanding the foregoing and without limiting the generality of the foregoing if, after the occurrence and during the continuance of an Event of Default, the Guarantied Parties are prevented by Applicable Law from exercising their respective rights to accelerate the maturity of the Guarantied Obligations, to collect interest on the Guarantied Obligations, or to enforce or exercise any other right or remedy with respect to the Guarantied Obligations, or the Administrative Agent is prevented from taking any action to realize on any collateral, such Guarantor agrees to pay to the Administrative Agent for the account of the Guarantied Parties, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Guarantied Parties.

     (e) Each Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of the Borrower and of each other Loan Party, and of all other circumstances bearing upon the risk of nonpayment of the Guarantied Obligations or any part thereof, that diligent inquiry would reveal. Each Guarantor hereby agrees that the Guarantied Parties shall have no duty to advise any Guarantor of information known to any of the Guarantied Parties regarding such condition or any such circumstance. In the event that any of the Guarantied Parties in their sole discretion undertakes at any time or from time to time to provide any such information to any Guarantor, such Guarantied Party shall be under no obligation (i) to undertake any investigation not a part of its regular business routine, (ii) to disclose any information which, pursuant to accepted or reasonable banking or commercial finance practices, such Guarantied Party wishes to maintain as confidential, or (iii) to make any other or future disclosures of such information or any other information to such Guarantor.

     (f) Each Guarantor consents and agrees that the Guarantied Parties shall be under no obligation to marshal any assets in favor of any Guarantor or otherwise in connection with obtaining payment of any or all of the Guarantied Obligations from any Person or source.

     SECTION 4. Representations and Warranties. Each Guarantor hereby represents and warrants to the Guarantied Parties that the representations and warranties set forth in Article 5 of the Credit Agreement as they relate to such Guarantor or to the Loan Documents to which such Guarantor is a party are true and correct in all material respects in the manner specified in the Credit Agreement and the Guarantied Parties shall be entitled to rely on each of them as if they were fully set forth herein.

     SECTION 5. Amendments, Etc. No amendment or waiver of any provision of this Guaranty nor consent to any departure by any Guarantor herefrom shall in any event be effective unless the same shall be in writing, approved by the Required Lenders (or by all the Lenders

Exhibit B-4

where the approval of each Lender is required under the Credit Agreement) and signed by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

     SECTION 6. Addresses for Notices. All notices and other communications provided for hereunder shall be effectuated in the manner provided for in Section 10.02 of the Credit Agreement, provided that if a notice or communication hereunder is sent to a Guarantor, said notice shall be addressed to such Guarantor, in care of the Borrower.

     SECTION 7. No Waiver; Remedies.

     (a) No failure on the part of any Guarantied Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by Applicable Law, any of the other Loan Documents or any Affiliated IRP Agreement.

     (b) No waiver by the Guarantied Parties of any default shall operate as a waiver of any other default or the same default on a future occasion, and no action by any of the Guarantied Parties permitted hereunder shall in way affect or impair any of the rights of the Guarantied Parties or the obligations of any Guarantor under this Guaranty or under any of the other Loan Documents or any Affiliated IRP Agreement, except as specifically set forth in any such waiver. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest or other amount constituting any of the Guarantied Obligations shall be conclusive and binding on each Guarantor irrespective of whether such Guarantor was a party to the suit or action in which such determination was made.

     SECTION 8. Right of Set-off. Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement, each of the Guarantied Parties is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set-off and apply any and all deposits (general or special (except trust and escrow accounts), time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Guarantied Party to or for the credit or the account of each Guarantor against any and all of the obligations of each Guarantor now or hereafter existing under this Guaranty, irrespective of whether or not such Guarantied Party shall have made any demand under this Guaranty and although such obligations may be contingent and unmatured; provided, however, such Guarantied Party shall promptly notify such Guarantor and the Borrower after such set-off and the application made by such Guarantied Party. The rights of each Guarantied Party under this Section 8 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Guarantied Party may have.

     SECTION 9. Continuing Guaranty; Transfer of Term Loan Notes. This Guaranty is a continuing guaranty and shall remain in full force and effect until the Release Date, (ii) be binding upon each Guarantor, its successors and assigns, and (iii) inure to the benefit of and be enforceable by the Guarantied Parties and their respective successors, transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iii), each of the Guarantied Parties may assign or otherwise transfer any Term Loan Note held by it or the Guarantied

Exhibit B-5

Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Party herein or otherwise with respect to such of the Term Loan Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.07 of the Credit Agreement in respect of assignments. No Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreement.

     SECTION 10. Reimbursement. To the extent that any Guarantor shall be required to repay a portion of the Term Loans which shall exceed the greater of (a) the amount of such Term Loans actually received by such Guarantor and (b) the amount which such Guarantor would otherwise have paid if such Guarantor had repaid the aggregate amount of such Term Loans (excluding the amount thereof repaid by the Borrower) in the same proportion as such Guarantor’s net worth immediately after the later of the Closing Date or the date such Guarantor becomes a party to this Guaranty bears to the aggregate net worth of the Guarantors (calculated for each Guarantor based on such Guarantor’s net worth immediately after the later of the Closing Date or the date such Guarantor becomes a party to this Guaranty), then such Guarantor, at such Guarantor’s option, shall be reimbursed by the other Guarantors for the amount of such excess, pro rata, based on their respective net worth immediately after the Closing Date or the date such Guarantor becomes a party to this Guaranty, as applicable. This Section 10 is intended only to define the relative rights of the Guarantors, and nothing set forth in this Section 10 is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay to the Guarantied Parties the Guarantied Obligations as and when the same shall become due and payable in accordance with the terms hereof.

     SECTION 11. Reinstatement. This Guaranty shall remain in full force and effect and continue to be effective should any petition be filed by or against any Loan Party for liquidation or reorganization, should any Loan Party become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of any Loan Party’s assets, and shall, to the fullest extent permitted by Applicable Law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Guarantied Obligations, or any part thereof, is, pursuant to Applicable Law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligees of the Guarantied Obligations or such part thereof, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Guarantied Obligations shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

     SECTION 12. GOVERNING LAW.

     (a) THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW 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.

Exhibit B-6

     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS SITTING IN DALLAS COUNTY, TEXAS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS (DALLAS DIVISION), AND BY EXECUTION AND DELIVERY OF THIS GUARANTY, EACH GUARANTOR, THE BORROWER AND EACH GUARANTIED PARTY CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH GUARANTOR, THE BORROWER AND EACH GUARANTIED PARTY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH GUARANTOR, THE BORROWER AND EACH GUARANTIED PARTY WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

     SECTION 13. Waiver of Jury Trial. EACH PARTY TO THIS GUARANTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

     SECTION 14. Section Titles. The Section titles contained in this Guaranty are and shall be without substantive meaning or content of any kind whatsoever and are not a part of this Guaranty.

     SECTION 15. Execution in Counterparts. This Guaranty 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 taken together shall constitute one and the same Guaranty.

     SECTION 16. Miscellaneous. All references herein to the Borrower or to any Guarantor shall include their respective successors and assigns, including, without limitation, a receiver, trustee or debtor-in-possession of or for the Borrower or such Guarantor. All references to the singular shall be deemed to include the plural where the context so requires.

Exhibit B-7

     SECTION 17. Subrogation and Subordination.

     (a) Subrogation. Notwithstanding any reference to subrogation contained herein to the contrary, until the Release Date, each Guarantor hereby irrevocably waives any claim or other rights which it may have or hereafter acquire against the Borrower that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of any Lender against the Borrower or any collateral which any Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statutes or common law, including without limitation, the right to take or receive from the Borrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Guarantied Obligations shall not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Lenders, and shall forthwith be paid to the Administrative Agent to be credited and applied upon the Guarantied Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreement and that the waiver set forth in this Section 17(a) is knowingly made in contemplation of such benefits.

     (b) Subordination. All debt and other liabilities of the Borrower to any Guarantor (“Borrower Debt”) are expressly subordinate and junior to the Guarantied Obligations and any instruments evidencing the Borrower Debt to the extent provided below.

     (i) Until the Release Date, each Guarantor agrees that it will not request, demand, accept, or receive (by set-off or other manner) any payment amount, credit or reduction of all or any part of the amounts owing under the Borrower Debt or any security therefor, except as specifically allowed pursuant to clause (ii) below;

     (ii) Notwithstanding the provisions of clause (i) above, the Borrower may pay to the Guarantors and the Guarantors may receive and retain from the Borrower payments on the Borrower Debt, provided that the Borrower’s right to pay and the Guarantors’ right to receive any such amount shall automatically and be immediately suspended and cease (A) upon the occurrence and during the continuance of an Event of Default or (B) if, after taking into account the effect of such payment, a Default would occur and be continuing. The Guarantors’ right to receive amounts under this clause (ii) (including any amounts which theretofore may have been suspended) shall automatically be reinstated at such time as the Event of Default which was the basis of such suspension has been cured or waived (provided that no subsequent Event of Default has occurred) or such earlier date, if any, that the Administrative Agent gives notice to the Guarantors of reinstatement by the Required Lenders, in the Required Lenders’ sole discretion;

     (iii) If any Guarantor receives any payment on the Borrower Debt in violation of this Guaranty, such Guarantor will hold such payment in trust for the Lenders and will immediately deliver such payment to the Administrative Agent; and

Exhibit B-8

     (iv) In the event of the commencement or joinder of any suit, action or proceeding of any type (judicial or otherwise) or proceeding under any Debtor Relief Law (an “Insolvency Proceeding”), the Guarantied Obligations shall first be paid, discharged and performed in full before any payment or performance is made upon the Borrower Debt notwithstanding any other provisions which may be made in such Insolvency Proceeding. In the event of any Insolvency Proceeding, each Guarantor will at any time prior to the payment in full of the Guarantied Obligations on the Maturity Date (A) file, at the request of any Guarantied Party, any claim, proof of claim or similar instrument necessary to enforce the Borrower’s obligation to pay the Borrower Debt, and (B) hold in trust for and pay to the Guarantied Parties any and all monies, obligations, property, stock dividends or other assets received in any such proceeding on account of the Borrower Debt in order that the Guarantied Parties may apply such monies or the cash proceeds of such other assets to the Guarantied Obligations.

     SECTION 18. Guarantor Insolvency. Should any Guarantor voluntarily seek, consent to, or acquiesce in the benefits of any Debtor Relief Law or become a party to or be made the subject of any proceeding provided for by any Debtor Relief Law (other than as a creditor or claimant) that could suspend or otherwise adversely affect the rights of any Guarantied Party granted hereunder, then, the obligations of such Guarantor under this Guaranty shall be, as between such Guarantor and such Guarantied Party, a fully-matured, due, and payable obligation of such Guarantor to such Guarantied Party (without regard to whether the Borrower is then in default under the Credit Agreement or any Affiliated IRP Agreement or whether any part of the Guarantied Obligations is then due and owing by the Borrower to such Guarantied Party), payable in full by such Guarantor to such Guarantied Party upon demand, which shall be the estimated amount owing in respect of the contingent claim created hereunder.

     SECTION 19. Rate Provision. It is not the intention of any Guarantied Party to make an agreement violative of the laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guarantied Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor be obligated to pay any amount in excess of the Highest Lawful Rate. If from any circumstance the Administrative Agent or any Guarantied Party shall ever receive, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such excess shall be applied to the reduction of the principal amount of outstanding Term Loans and any remainder shall be promptly refunded to the payor. In determining whether or not interest paid or payable with respect to the Guarantied Obligations, under any specified contingency, exceeds the Highest Lawful Rate, the Guarantors and the Guarantied Parties shall, to the maximum extent permitted by Applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such Guarantied Obligations so that the interest paid on account of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided that if the Guarantied Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Highest Lawful Rate, the Guarantied Parties shall refund to the payor the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guarantied Party shall be subject to any

Exhibit B-9

penalties provided by any laws for contracting for, charging or receiving interest in excess of the Highest Lawful Rate.

     SECTION 20. Severability. Any provision of this Guaranty which is for any reason prohibited or found or held invalid or unenforceable by any court or governmental agency shall be ineffective to the extent of such prohibition or invalidity or unenforceability, without invalidating the remaining provisions hereof in such jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

     SECTION 21. ENTIRE AGREEMENT. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER HEREIN 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.

     SECTION 22. Conflicts. If in the event of a conflict between the terms and conditions of this Guaranty and the terms and conditions of the Credit Agreement, the terms and conditions of the Credit Agreement shall control.

     SECTION 23. Taxes.

     (a) Any and all payments by any Guarantor to or for the account of any Guarantied Party under this Guaranty, any other Loan Document or any Affiliated IRP Agreement shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of any Guarantied Party, taxes imposed on or measured by its net income, and franchise taxes imposed on it by the jurisdiction (or any political subdivision thereof) under the Laws of which such Guarantied Party is organized or maintains a lending office or any other jurisdictions in which such Guarantied Party transacts business (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If any Guarantor shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under this Guaranty or any other Loan Document to any Guarantied Party, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), such Guarantied Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor shall make such deductions, (iii) such Guarantor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, such Guarantor shall furnish to the Administrative Agent (which shall forward the same to such Guarantied Party) the original or a certified copy of a receipt evidencing payment thereof.

     (b) If any Guarantor shall be required to deduct or pay any Taxes from or in respect of any sum payable under this Guaranty, any other Loan Document or any Affiliated IRP Agreement to any Guarantied Party, such Guarantor shall also pay to the Administrative Agent (for the account of such Guarantied Party) or to such Guarantied Party, at the time interest on the Obligations is paid, such additional amount that such Guarantied Party specifies as necessary to

Exhibit B-10

preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) such Guarantied Party would have received if such Taxes had not been imposed.

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

Exhibit B-11

     IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed and delivered by its duly authorized officer on the date first above written.

[GUARANTOR]
By:
	Name:
	Title:
[GUARANTOR]
By:
	Name:
	Title:

Exhibit B-12

EXHIBIT C

FORM OF TERM LOAN NOTE

$                                                , 200    

     FOR VALUE RECEIVED, CASH AMERICA INTERNATIONAL, INC., a Texas corporation (the “Borrower”), hereby promises to pay to the order of                                          (the “Lender”), on the Maturity Date (as defined in the Agreement referred to below) the principal amount of                                          Dollars ($                    ), or such lesser principal amount of Term Loan (as defined in such Credit Agreement) due and payable by the Borrower to the Lender under the Credit Agreement, dated as of November 21, 2008 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent. The Borrower promises to pay to the order of the Lender the principal amount of the Term Loan on such other dates and in such amounts as are specified in the Agreement.

     The Borrower promises to pay interest on the unpaid principal amount of the Term Loan from the date of the advance of the Term Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

     This Term Loan Note is one of the Term Loan Notes referred to in the Agreement, is entitled to the benefits thereof and is subject to optional and mandatory repayment in whole or in part as provided therein. Upon the occurrence of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term Loan Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. The Term Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Term Loan Note and endorse thereon the date, amount and maturity of its Term Loan and payments with respect thereto.

     The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, intent to accelerate, acceleration, dishonor and non-payment of this Term Loan Note.

Exhibit C-1

     THIS TERM LOAN NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

CASH AMERICA INTERNATIONAL, INC.
By:
	Name:
	Title:

Exhibit C-2

TERM LOAN AND PAYMENTS WITH RESPECT THERETO

				Amount of
				Principal or	Outstanding
			End of	Interest	Principal
	Type of	Amount of	Interest	Paid This	Balance	Notation
Date	Loan Made	Loan Made	Period	Date	This Date	Made By

Exhibit C-3

EXHIBIT D

FORM OF TERM LOAN NOTICE

Date:                                ,           

To: Wells Fargo Bank, National Association, as Administrative Agent

Ladies and Gentlemen:

     Reference is made to the Credit Agreement, dated as of November 21, 2008 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Cash America International, Inc. (the “Borrower”), the Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent.

     The undersigned hereby requests the Term Loan Borrowing

1.	On                                          (a Business Day).
2.	In the amount of $                    .
3.	Comprised of                               .

[Type of Term Loan requested]

4. For Eurodollar Rate Loans: with an Interest Period of one month.

     The undersigned hereby requests a conversion or continuation of the Term Loan

1.	On                                 (a Business Day).
2.	In the amount of $                         .
3.	Comprised of                               .

[Type of Term Loan requested]

4. For Eurodollar Rate Loans: with an Interest Period of one month.

CASH AMERICA INTERNATIONAL, INC.
By:
	Name:
	Title:

Exhibit D-1

EXHIBIT E

FORM OF OFFICER’S CERTIFICATE

To:  Wells Fargo Bank, National Association, as Administrative Agent under the Agreement defined below

Ladies and Gentlemen:

     Reference is made to the Credit Agreement, dated as of November 21, 2008 (as amended, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Cash America International, Inc. (the “Borrower”), the Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent.

     The undersigned,                                         , chief executive officer of the Borrower, hereby certifies as of the date hereof that (a) he is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and (b) to the best of his knowledge after due inquiry and investigation, each Loan Party is in compliance with all Laws (including, without limitation, all federal and state registrations required by any anti-money laundering Laws), except to the extent that the failure to do so could not, individually or in the aggregate, be expected to have a Material Adverse Effect.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of                                        ,                     .

CASH AMERICA INTERNATIONAL, INC.
By:
	Name:
	Title:

Exhibit E-1

EX-10.4

Exhibit 10.4

Confidential Treatment Requested by Cash America International, Inc.
Confidential Portions of this document have been redacted and filed separately with the Securities and Exchange Commission.

CASH AMERICA INTERNATIONAL, INC.

NOTE AGREEMENT

Dated as of December 28, 2005

$40,000,000 6.12% Senior Notes due December 28, 2015

[**Confidential Treatment Requested] indicates that portions of this document have been deleted and have been separately filed with the Securities and Exchange Commission.

TABLE OF CONTENTS

	Page
1. PURCHASE AND SALE OF NOTES		1
1.01 Authorization of Notes		1
1.02 Sale and Purchase of Notes		1
1.03 The Closing		1
2. DEFINITIONS AND INTERPRETATIONS		2
2.01 Definitions		2
2.02 Interpretation		18
3. CONDITIONS OF CLOSING		20
3.01 Representations and Warranties		20
3.02 Performance; No Default		20
3.03 Compliance Certificate		21
3.04 Opinions of Counsel		21
3.05 Resolutions, Etc.		21
3.06 Purchase Permitted by Applicable Laws, Etc.		21
3.07 Payment of Closing Fees		22
3.08 Private Placement Number		22
3.09 Notes		22
3.10 Guaranty; Subrogation and Contribution Agreement		22
3.11 Other Loan Documents		22
3.12 Proceedings		22
4. USE OF PROCEEDS		22
4.01 Use of Proceeds		22
4.02 Margin Regulations		23
5. PREPAYMENTS		23
5.01 Required Prepayments of the Notes		23
5.02 Optional Prepayments of the Notes		23
5.03 Notice of Optional Prepayments; Officers’ Certificate		24
5.04 Allocation of Partial Prepayments		24
5.05 Maturity; Surrender, Etc.		24
5.06 Retirement of Notes		24
6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY		25
6.01 Subsidiaries		25
6.02 Organization, Qualification, Authorization, Etc		25
6.03 Disclosure Documents		26
6.04 Changes, Etc.		27
6.05 Tax Returns and Payments		27
6.06 Indebtedness; Solvency		27
6.07 Permits		28

i

	Page
6.08 Material Contracts		28
6.09 Title to Property, Etc.		28
6.10 Condition of Property		29
6.11 Compliance with Applicable Laws, Permits and Contracts		29
6.12 Litigation, Etc.		30
6.13 ERISA		30
6.14 No Governmental Consents Required for Overall Transaction		30
6.15 Offering of Notes		30
6.16 Use of Proceeds		31
6.17 Foreign Assets Control Regulations, Etc.		31
6.18 Status Under Certain Federal Statutes		31
6.19 Environmental Matters		32
6.20 Books and Records		34
6.21 Fiscal Year		34
6.22 Brokerage		34
6.23 Labor Matters		35
6.24 Patents, Trademarks, Etc.		35
6.25 Chief Executive Office		35
6.26 Permitted Investments		35
6.27 Liens		35
6.28 Full Disclosure		35
7. PURCHASE FOR INVESTMENT; SOURCE OF FUNDS		36
7.01 Representations of the Purchasers		36
8. AFFIRMATIVE COVENANTS		38
8.01 Financial Statements, Reports and Documents		38
8.02 Payment of Principal, Interest and Premium		41
8.03 Payment of Taxes, Claims and Indebtedness		41
8.04 Maintenance of Existence and Rights; Conduct of Business		41
8.05 Compliance with Loan Documents		42
8.06 Inspection		42
8.07 Books and Records		42
8.08 Compliance with Legal Requirements		42
8.09 Insurance		42
8.10 Maintenance of Properties		43
8.11 Further Assurances		43
9. NEGATIVE COVENANTS		43
9.01 Consolidated Indebtedness for Money Borrowed		43
9.02 Consolidated Net Worth		44
9.03 Fixed Charge Coverage		44
9.04 Restricted Payments		44
9.05 Limitation on Indebtedness		45
9.06 Assurances		48
9.07 Negative Pledge		48
9.08 Limitation on Investments		48

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	Page
9.09 Alteration of Contracts, Etc.		49
9.10 Transactions with Affiliates		49
9.11 Limitation on Sale or Issuance of Subsidiary Stock		50
9.12 Limitation on Sale of Properties		50
9.13 Dissolution; Liquidation; Merger; Consolidation		50
9.14 Change of Name, Fiscal Year and Method of Accounting		51
9.15 Lines of Business		51
9.16 Amendment of Organizational Documents		51
9.17 Limitation on Acquisition of New Subsidiaries		51
9.18 ERISA		54
9.19 No Inconsistent Agreements		55
10. EVENTS OF DEFAULT		55
10.01 Events of Default		55
10.02 Other Remedies		58
11. MISCELLANEOUS		58
11.01 Note Payments		58
11.02 Expenses		59
11.03 Consent to Waivers and Amendments		60
11.04 Solicitation of Holders		60
11.05 Form, Registration, Transfer and Exchange of Notes; Lost Notes		61
11.06 Persons Deemed Owners		61
11.07 Reliance on and Survival of Representations and Warranties		62
11.08 Successors and Assigns		62
11.09 Notices		62
11.10 Substitution of Purchasers		62
11.11 Satisfaction Requirement		63
11.12 Independence of Covenants		63
11.13 Remedies Cumulative		63
11.14 Reproduction of Documents		63
11.15 Notes as Securities		64
11.16 Severability of Provisions		64
11.17 Interest		64
11.18 Representations, Etc. Cumulative		65
11.19 Submission to Jurisdiction		65
11.20 Governing Law		66
11.21 Indemnification		66
11.22 Survival of Indemnities, Etc.		67
11.23 Judgment Currency		67
11.24 Liabilities of Holders		68
11.25 Taxes		68
11.26 Counterparts		68
11.27 Entire Agreement		68

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Schedules and Exhibits

Schedule I	–	Purchaser Information
Schedule II	–	List of Subsidiaries
Schedule III	–	List of Jurisdictions Where Company is Qualified to Do Business
		as a Foreign Corporation
Schedule IV	–	Permitted Liens
Schedule V	–	Material Contracts
Schedule VI	–	Description of Company Financials
Schedule VII	–	Description of Projections
Schedule VIII	–	Indebtedness
Schedule IX	–	Labor Contracts
Schedule X	–	Tradenames
Schedule XI	–	Investments
Schedule XII	–	Transferee Representations
Schedule XIII	–	Outstanding Indebtedness for Money Borrowed
Exhibit A	–	Form of Note
Exhibit B	–	Form of Opinion of Company Counsel
Exhibit C	–	Form of Opinion of General Counsel
Exhibit D	–	Form of Opinion of Purchasers’ Counsel
Exhibit E	–	Form of Guaranty
Exhibit F	–	Form of Subrogation and Contribution Agreement
Exhibit G	–	Form of Existing Bank Loan Agreement

iv

NOTE AGREEMENT

CASH AMERICA INTERNATIONAL, INC.

As of December 28, 2005

To each of the Persons listed on Schedule I
attached hereto (collectively, the “Purchasers”)

     Ladies and Gentlemen:

     Cash America International, Inc. (the “Company”), a Texas corporation, hereby agrees with each of you as follows:

1. PURCHASE AND SALE OF NOTES.

     1.01 Authorization of Notes.

     The Company will duly authorize the issue and sale of a series of its senior notes designated “6.12% Senior Notes due December 28, 2015” and limited in aggregate original principal amount to $40,000,000 (the “Notes”). The Notes will (a) be issuable as registered notes, without coupons, in denominations permitted by Section 11.05, (b) be dated the date of issue thereof, (c) mature December 28, 2015, (d) bear interest on the unpaid balance thereof from the date thereof to, but excluding, the date the principal thereof shall have become due and payable at the rate of 6.12% per annum, (e) bear interest on overdue principal, premium and (to the extent permitted by law) interest at the Default Rate, (f) be entitled to the benefits of the Guaranty and (g) be in the form of Exhibit A.

     1.02 Sale and Purchase of Notes.

     Subject to the terms and conditions of this Agreement, the Company agrees to sell to the Purchasers, and the Purchasers agree to purchase from the Company, the Notes at 100% of the principal amount thereof. Such sale and purchase is sometimes herein referred to as the “Private Placement.” The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

     1.03 The Closing.

     The closing of the Private Placement (the “Closing”) shall take place at the offices of Bingham McCutchen LLP, at 399 Park Avenue, New York, NY 10022 on such Business Day as may be agreed upon by the Company and the Purchasers (the “Closing Date”). At the Closing, the Company will deliver the Notes in the form of one or more Notes dated the date of the Closing, payable to the respective Purchasers or their registered assigns as specified on Schedule I against payment of the purchase price therefor by electronic funds transfer to account number 4761053503 at Wells Fargo Bank for credit to such account as the Company may designate in writing delivered to the Purchasers at least three Business Days prior to the Closing Date for use in accordance with Section 4.01. By delivering payment on the Closing Date for the Notes, each

Purchaser shall be deemed to have confirmed as of the Closing Date that the representations and warranties made by such Purchaser in Section 7 remains accurate as of the Closing Date. If, at the Closing, the Company shall fail to tender the Notes to the Purchasers as provided above, or any of the conditions specified in Section 3 shall not have been fulfilled to the satisfaction of the Purchasers, the Purchasers shall, at their election, be relieved of all further obligations under this Agreement, without thereby waiving any other rights it may have by reason of such failure or such nonfulfillment.

2. DEFINITIONS AND INTERPRETATIONS.

     2.01 Definitions.

     For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following respective meanings:

     “Affiliate” means (a) when used with reference to any corporation, any Person that, directly or indirectly, owns or controls 5% or more of any class of Voting Stock of such corporation or is a director or officer of such corporation or is a Person in which such corporation has a 10% or greater direct or indirect equity interest, (b) when used with reference to any partnership, any Person that, directly or indirectly, owns or controls 5% or more of either the capital or profit interests of such partnership or is a partner of such partnership or is a Person in which such partnership has a 5% or greater direct or indirect equity interest, (c) when used with reference to any individual, any Person that is related to such individual by blood or marriage or is a present or former ward or, guardian of such individual or is a trust or estate in which such individual owns a 10% or greater beneficial interest or of which such individual serves as trustee, executor or in any similar capacity and (d) when used with reference to a trust or an estate, any Person that is a trustee, executor, administrator or beneficiary thereof. Moreover, the term “Affiliate”, when used with reference to any Person, shall also mean any other Person that, directly or indirectly, controls or is controlled by or is under common control with such Person. As used in the preceding sentence, the term “control” means the possession, directly or indirectly, of the power to direct or to cause the direction of the management and policies of the entity referred to, whether through ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controls” shall have meanings correlative to the foregoing.

     “Agreement” means this Note Agreement, as amended, supplemented or modified from time to time.

     “Anti-Terrorism Order” means United States Executive Order 13224, effective as of September 24, 2001, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, 66 U.S. Fed. Reg. 49,079 (2001), as amended.

     “Applicable Contract” means any contract or agreement to which the Company or any Subsidiary is a party or by which it or any of its Properties is bound or under or

2

pursuant to which it owns, maintains or operates any of its Properties or conducts business.

     “Applicable Percentage” shall have the meaning set forth in §9.01 hereof.

     “Applicable Permit” means any Permit to which the Company or any Subsidiary is a party or by which it or any of its Properties is bound or under or pursuant to which it owns, maintains or operates any of its Properties or conducts business.

     “Assurance” means, as to any Person, any contract, agreement or understanding to guarantee, or in effect guarantee, any indebtedness or obligation (the “Primary Obligation”) of any other Person (the “Primary Obligor”) in any manner, whether directly or indirectly, including agreements:

     (a) to purchase the Primary Obligation or any Property constituting security therefor;

     (b) to advance or supply funds (i) for the purchase or payment of the Primary Obligation or (ii) to maintain working capital or other balance sheet conditions, or otherwise to advance or make available funds for the purchase or payment of the Primary Obligation; or

     (c) to purchase Property, securities or services primarily for the purpose of assuring the holder of the Primary Obligation of the ability of the Primary Obligor to make payment of the Primary Obligation;

provided, however, that “Assurance” shall not include the endorsement by any Person, in the ordinary course of business, of negotiable instruments or documents for deposit or collection. The amount of any Assurance shall be deemed to be an amount equal to the stated or determinable amount of the Primary Obligation in respect of which such Assurance is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming the Person giving such Assurance is required to perform in respect thereof) as determined by such Person in good faith.

     “Bankruptcy Law” has the meaning specified in Section 10.01(j).

     “Benefit Arrangement” means an employee benefit plan (within the meaning of Section 3(3) of ERISA) which is not a Plan and with respect to which the Company or a member of the ERISA Group has an obligation or liability, whether or not current or contingent, to make contributions or pay benefits.

     “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banking institutions in New York, New York or Fort Worth, Texas are authorized or required by law, regulation or executive order to be closed.

     “Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 5.02 (any partial prepayment being applied in satisfaction of required payments of principal in inverse order of their scheduled due

3

dates) or is declared to be or becomes immediately due and payable pursuant to Section 10.01, as the context requires.

     “CERCLA” means the Federal Comprehensive Environmental Response, Compensation and Liability Act, as amended from time to time, together with all regulations and rulings thereunder and all interpretations thereof by the Environmental Protection Agency.

     “Closing” has the meaning specified in Section 1.03.

     “Closing Date” has the meaning specified in Section 1.03.

     “Code” means the Internal Revenue Code of 1986, as amended from time to time, together with all regulations and rulings thereunder and all interpretations thereof by the Internal Revenue Service.

     “Company” has the meaning specified in the opening paragraph of this Agreement.

     “Company Financials” has the meaning specified in Section 6.03(a)(5).

     “Consolidated Adjusted Net Income” means, with respect to any period, consolidated net income (after income taxes) of the Company and the Consolidated Subsidiaries for such period, determined in accordance with GAAP (excluding, (i) any gain or loss in excess of $1,000,000 (before income taxes) arising from the sale of capital assets during such period and (ii) any other items during such period which would be considered extraordinary items, in accordance with GAAP).

     “Consolidated Assets” means, as of any date, the total assets as would be reflected on a consolidated balance sheet of the Company and the Consolidated Subsidiaries prepared as of such date in accordance with GAAP.

     “Consolidated EBITDA” means, in respect of any period, Consolidated Adjusted Net Income for such period plus, to the extent deducted in calculating such Consolidated Adjusted Net Income, interest, income taxes, depreciation, amortization and any non-cash gains or losses attributable to market fluctuations in the value of derivative contracts provided that, with respect to any period during which a Person shall have become, or ceased to be, a Subsidiary, or during which the Company or any Subsidiary shall have acquired or disposed of an On-Going Business, the calculation of Consolidated EBITDA shall (a) include the EBITDA (as defined below) for such period of each Person who shall have become a Subsidiary, and of each On-Going Business acquired by the Company or any Subsidiary, during such period as if such Person had been a Subsidiary or such On-Going Business had been owned by the Company or a Subsidiary for the entire period, or (b) exclude the EBITDA for such period of each Person who shall have ceased to be a Subsidiary, and of each On-Going Business disposed of by the Company or any Subsidiary, during such period as if such Person had not been a Subsidiary at any time during the entire period or such On-Going Business had not been owned or operated by the Company or any Subsidiary at any time during such period. As used in this

4

definition, “EBITDA” with respect to any Person or On-Going Business for any period shall mean, the net income (after income taxes) of such Person or On-Going Business for such period, determined in accordance with GAAP plus, to the extent deducted in calculating such net income, interest, income taxes, depreciation, amortization and any non-cash gains or losses attributable to market fluctuations in the value of derivative contracts.

     “Consolidated Indebtedness for Money Borrowed” means, at any date, the Indebtedness for Money Borrowed of the Company and the Consolidated Subsidiaries consolidated as of such date in accordance with GAAP.

     “Consolidated Net Worth” means, as of any date, the total shareholders’ equity which would appear on a consolidated balance sheet of the Company and the Consolidated Subsidiaries prepared as of such date in accordance with GAAP.

     “Consolidated Subsidiary” means, at any date, any Subsidiary the accounts of which would, in accordance with GAAP, be consolidated with those of the Company in its consolidated financial statements as of such date.

     “Consumer Obligations” [means any Assurance by the Company or any Subsidiary entered into in the ordinary course of business described in Section 9.15 pursuant to which the Company or such Subsidiary guaranties financial commitments or obligations of its customers to third party funding sources pursuant to an established customer financing program.

     “Default” means, with respect to any Loan Document, any event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, a default thereunder or breach thereof. Without limitation of the foregoing, “Default” shall include any Event of Default as well as any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

     “Default Rate” means, at any time, a rate of interest per annum equal to the lesser of (a) 2% above the interest rate then payable on the Notes and (b) the Highest Lawful Rate.

     “Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on a semiannual basis) equal to the Reinvestment Yield with respect to such Called Principal.

     “Dollar Equivalent” shall have the meaning set forth in §11.23 hereof.

     “Dollars” and the sign “$” means lawful currency of the United States of America.

5

     “Domestic Subsidiary” means any Subsidiary other than a Non-Domestic Subsidiary.

     “Environmental Claim” shall mean any investigation, notice, violation, demand, allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding or claim (whether administrative, judicial or private in nature) arising (a) pursuant to, or in connection with an actual or alleged violation of, any Environmental Law, (b) in connection with any Hazardous Material, (c) from any abatement, removal, remedial, corrective or other response action in connection with a Hazardous Material, Environmental Law or other order of a Governmental Authority or (d) from any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

     “Environmental Laws” means applicable laws (including the common law), regulations or rules, and any applicable judicial or administrative interpretations thereof, as well as any applicable judicial or administrative orders, decrees or judgments, relating to pollution, environmental, health, safety, industrial hygiene or similar matters.

     “Environmental Permit” means any Permit required under applicable Environmental Laws.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and all rules, regulations, rulings and interpretations adopted by the Internal Revenue Service or the Department of Labor thereunder.

     “ERISA Group” means all corporations, trades or businesses (whether or not incorporated) and other persons or entities which, together with the Company, are treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

     “Event of Default” has the meaning specified in Section 10.01.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

     “Executive Officer” means (a) the chairman of the board, the chief executive officer, the chief operating officer(s), the chief financial officer, the chief accounting officer or the chief legal officer of the Company or (b) any other officer of the Company who has been elected by the Board of Directors of the Company and designated as an executive officer in any Form 10-K or successor Form filed by the Company with the SEC.

     “Existing Bank Loan Agreement” means that certain First Amended and Restated Credit Agreement dated as of February 24, 2005, among the Company, the banks party thereto, Wells Fargo Bank, National Association, as administrative agent and JPMorgan Chase, N.A., as syndication agent, as in effect on the Closing Date.

     “Existing Notes” means the 1995 Notes, the 1997 Notes and the 2002 Notes.

6

     “Fiscal Quarter” means a fiscal quarter of the Company.

     “Fiscal Year” means the fiscal year of the Company.

     “Funded Debt” means, in respect of any Person, all Indebtedness for Money Borrowed of such Person (other than Indebtedness for Money Borrowed described in clauses (h), (i) and (k) of the definition thereof).

     “GAAP” means generally accepted accounting principles as in effect from time to time as set forth in the opinions, statements and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the Financial Accounting Standards Board and such other Persons who shall be approved by a significant segment of the accounting profession and concurred in by the Independent Registered Public Accounting Firm.

     “Governmental Authority” means any foreign governmental authority, the United States of America, any State of the United States or any political subdivision, agency or instrumentality of any of the foregoing, and any agency, department, commission, board, bureau, court or other tribunal having jurisdiction over any Loan Party, the Purchasers or any other Holder or their respective Property, including the Texas Consumer Credit Commissioner, the United States Department of the Treasury, Bureau of Alcohol, Tobacco and Firearms and any other governmental authority charged with the enforcement of the Regulatory Acts or otherwise having authority with respect to the regulation, supervision and licensing of pawnshop activities in any jurisdiction in which the Company or any of the Subsidiaries conducts business.

     “Guarantors” means the Subsidiaries listed in Schedule II and each other Person that becomes bound by the Guaranty as contemplated by Section 9.17(a).

     “Guaranty” has the meaning specified in Section 3.10.

     “Hazardous Materials” means any hazardous substance, hazardous or toxic waste, pollutant, contaminant, oil, petroleum product or other substance (a) which is listed, regulated or designated as toxic or hazardous (or words of similar meaning and regulatory effect), or with respect to which remedial obligations may be imposed, under any Environmental Laws or (b) exposure to which may pose a health or safety hazard.

     “Hedging Obligations” means, in respect to any Person, the obligations of such Person in respect of options, warrants, caps, floors, collars, swaps, swaptions, forwards and futures which is entered into and at all times maintained to reduce: (a) the risk of economic loss due to a change in the value, yield, price, cash flow or quantity of assets or liabilities which such Person has acquired or incurred or anticipates acquiring or incurring or (b) the risk of economic loss due to changes in the currency exchange rate or the degree of exposure as to assets or liabilities denominated in a foreign currency which such Person has acquired or incurred or anticipates acquiring or incurring.

     “Highest Lawful Rate” means the maximum nonusurious rate of interest permitted to be charged by applicable federal or state law (whichever shall permit the

7

higher lawful rate, without conflict with other applicable federal or state laws) from time to time in effect. The parties agree that, insofar as the provisions of Chapter 306 of the Texas Finance Code are at any time applicable to the determination of the Highest Lawful Rate, the Highest Lawful Rate shall be the “applicable ceiling” (as such term is used in such Chapter 306) from time to time in effect, provided that, to the extent permitted by such Chapter 306, each Holder may from time to time by notice to the Company revise the election of such interest rate ceiling as such ceiling affects the then current or future amounts outstanding under the Notes held by such Holder.

     “Holder” means (a) the Purchasers so long as any such Purchaser is obligated to purchase the Notes hereunder or holds any outstanding Note and (b) any other holder from time to time of any outstanding Note.

     “Indebtedness for Money Borrowed” means, with respect to any Person and without duplication:

     (a) the principal amount of all indebtedness of such Person, current or funded, secured or unsecured, incurred in connection with borrowings (including the sale of debt securities),

     (b) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to any Property acquired by such Person,

     (c) all indebtedness of such Person issued, incurred or assumed in respect of the purchase price of Property or services except for accounts payable incurred in the ordinary course of business,

     (d) all obligations of such Person evidenced by a note, bond, debenture or similar instrument,

     (e) the present value (determined in accordance with GAAP) of all obligations of such Person under leases which shall have been or should be recorded as capitalized leases in accordance with GAAP or under any Synthetic Lease of such Person,

     (f) all Assurances (other than Consumer Obligations) of such Person in respect of indebtedness of any other Person of any of the types described in the preceding clauses (a) through (e), provided that, when calculating the amount of any Person’s Indebtedness for Money Borrowed, no Assurance of such Person of the type described in this clause (f) shall be included in such calculation unless, and then only to the extent that, the indebtedness relating to such Assurance, when aggregated with the total indebtedness relating to all other outstanding Assurances of the Loan Parties of the type described in this clause (f), exceeds $1,000,000,

     (g) the amount of all sinking fund payments or other mandatory redemption or payments on any class of capital stock of such Person,

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     (h) the maximum stated amount from time to time available for drawing under any letters of credit issued at the request of such Person,

     (i) the amount of any unreimbursed drawings under letters of credit issued at the request of such Person,

     (j) Receivables Facility Attributed Indebtedness of such Person, and

     (k) accrued obligations of such Person in respect of earnout or similar payments which (i) are due and payable or (ii) constitute “Indebtedness” under the Existing Bank Loan Agreement.

     For all purposes hereof, the Indebtedness for Money Borrowed of any Person shall include the Indebtedness for Money Borrowed of any partnership or joint venture in which such person is a general partner or a joint venturer, unless such Indebtedness for Money Borrowed is non-recourse to such Person.

     “Indemnified Liabilities” has the meaning specified in §11.21 hereof.

     “Indemnitees” means, collectively, the Purchasers, each Transferee and each Holder and their respective successors and assigns, and the officers, trustees, directors and employees of each of the foregoing.

     “Independent Registered Public Accounting Firm” means PricewaterhouseCoopers LLP or another firm of independent public accountants of recognized national standing and registered with the Public Company Accounting Oversight Board selected by the Company.

     “Investment” means, as applied to any Person, (i) any direct or indirect purchase or other acquisition by such Person of stocks, bonds, notes, debentures or other securities of any other Person, (ii) any direct or indirect loan, advance, extension of credit or capital contribution by such Person to any other Person, (iii) any Assurance by such Person of any indebtedness of any other Person, (iv) the subordination by such Person of any claim against any other Person to other indebtedness of such other Person and (v) any other item which would be classified as an “investment” on a balance sheet of such Person prepared in accordance with GAAP, including any direct or indirect contribution by such Person of Property to a joint venture, partnership or other business entity in which such Person retains an interest.

     “Judgment Currency” and “Judgment Currency Conversion Date” have the meanings set forth in §11.23 hereof.

     “Legal Requirements” means any and all (a) applicable constitutional provisions, laws (statutory, administrative, judicial or otherwise, including those established pursuant to common law or equity) ordinances, treaties, rules, codes, standards and regulations (or any interpretation of any of the foregoing), whether foreign or domestic, including, without limitation, the Anti-Terrorism Order, the USA Patriot Act and Environmental Laws, (b) judgments, orders, injunctions and decrees, (c) Permits and

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(d) contracts with Governmental Authorities relating to compliance with the items described in (a), (b) or (c) above.

     “Lien” means any mortgage, pledge, charge, encumbrance, security interest, collateral assignment, conditional sale or title retention arrangement or other lien or restriction of any kind, whether based on common law, constitutional provision, statute or contract.

     “Loan Documents” means, collectively, this Agreement, the Notes, the Guaranty, the Subrogation and Contribution Agreement and all other instruments and documents executed and delivered to the Purchasers by the Loan Parties, or any of them, pursuant to this Agreement.

     “Loan Parties” means, collectively, the Company and the Guarantors.

     “Make-Whole Premium” means, with respect to the Called Principal of any Note, a premium equal to the excess, if any, of the Discounted Value of such Called Principal over such Called Principal. The Make-Whole Premium shall in no event be less than zero.

     “Material Adverse Effect” means any circumstance or event of whatever nature which (a) could reasonably be expected to have a material adverse effect on the financial condition, business, operations or Properties of the Company and the Subsidiaries, taken as a whole, (b) could reasonably be expected to diminish or impair in any material respect the ability of the Company to perform any of its obligations under the Loan Documents to which it is a party, (c) could reasonably be expected to diminish or impair in any material respect the ability of the Purchasers or any other Holder to enforce any of the Obligations or to exercise or enforce any of their rights and remedies under the Loan Documents, (d) causes an Event of Default, (e) causes a Default which could reasonably be expected to become an Event of Default or (f) could reasonably be expected to subject the Purchasers or any other Holder to civil or criminal liability.

     “Material Contract” means any contract, agreement or instrument to which the Company or any Subsidiary is a party (a) which calls for payments to or from the Company or such Subsidiary of more than $10,000,000 (or its equivalent in other currencies) during any 12-month period or (b) pursuant to which the Company or such Subsidiary acquires any right to an interest in Property or a right to obtain services if the Company’s or such Subsidiary’s inability to obtain such interest or services, as the case may be, could reasonably be expected to have a Material Adverse Effect, provided that “Material Contract” shall not include any Loan Document or any agreement creating or evidencing Indebtedness for Money Borrowed.

     “Net Equity Proceeds” means the proceeds, after payment of all underwriters fees and other expenses, received by the Company in consideration of its sale of its equity securities, provided that the gross amount of such proceeds shall be deemed to be the amount of cash received or the fair value of any property received or obligations satisfied in connection with such sale.

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     “New Entity” has the meaning specified in §9.17 hereof.

     “1995 Guaranty” means that certain Joint and Several Guaranty dated as of July 7, 1995 delivered by the Company and certain of its Subsidiaries in connection with the issuance and sale of the 1995 Notes.

     “1995 Loan Documents” means the “Loan Documents” — as defined in the 1995 Note Agreement.

     “1995 Note Agreement” means that certain Note Agreement dated as of July 7, 1995 between the Company and Teachers Insurance and Annuity Association of America, as amended.

     “1995 Notes” means those certain 8.14% Senior Notes due July 7, 2007 issued by the Company under and pursuant to the 1995 Note Agreement.

     “1997 Guaranty” means that certain Joint and Several Guaranty dated as of December 1, 1997 delivered by the Company and certain of its Subsidiaries in connection with the issuance and sale of the 1997 Notes.

     “1997 Loan Documents” means the “Loan Documents” as defined in the 1997 Note Agreement.

     “1997 Note Agreement” means that certain Note Agreement dated as of December 1, 1997 between the Company and the purchasers listed on Schedule I thereto, as amended.

     “1997 Notes” means those certain 7.10% Senior Notes due January 2, 2008 issued by the Company under and pursuant to the 1997 Note Agreement.

     “Non-Domestic Indebtedness” means Indebtedness for Money Borrowed of one or more Non-Domestic Subsidiaries.

     “Non-Domestic Subsidiary” means a Subsidiary which is incorporated in, or conducts a significant portion of its business activities in, any one or more jurisdictions outside of the United States.

     “Non-Wholly-Owned Subsidiary” means any Subsidiary (other than a Wholly-Owned Subsidiary).

     “Notes” has the meaning specified in Section 1.01.

     “Obligations” means all obligations, liabilities and indebtedness of every nature of the Loan Parties from time to time owing to the Purchasers and the other Holders under the Loan Documents, including, without limitation, (a) all obligations of the Company under the Loan Documents to pay principal, premium and interest in respect of the Notes, (b) all obligations of the Guarantors in respect of the Guaranty, (c) all obligations of the Loan Parties under the Loan Documents to reimburse or indemnify the

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Purchasers or any other Indemnitee and (d) all obligations of the Loan Parties to pay fees and expenses pursuant to Section 11.02 and similar sections of the other Loan Documents.

     “Officers’ Certificate” means a certificate executed on behalf of the Company by at least two of its Responsible Officers (in their representative capacities and not in their individual capacities).

     “On-Going Business” means a distinct operating business, whether operated as a division of a larger business operation or operated independently, which regardless of the form of legal entity, owns or operates the assets and has the liabilities, of such business.

     “Organizational Documents” means (i) with reference to any Person that is a corporation, its articles or certificate of incorporation and its bylaws and (ii) with reference to any Person that is a partnership, its partnership agreement and all other instruments relating to its formation, existence or governance.

     “Overall Transaction” means the Private Placement and the guarantees and other transactions and activities contemplated by the Loan Documents.

     “Permits” means any and all permits, authorizations, certificates, approvals, registrations, variances, licenses, franchises, exemptions or orders issued, granted or otherwise made available by any Governmental Authority.

     “Permitted Liens” means:

     (a) Liens (if any) granted to, or for the benefit of, all of the Holders to secure the Obligations;

     (b) Liens in existence on the date hereof and described in Schedule IV;

     (c) bonds, pledges or deposits made to secure payment of worker’s compensation (or to participate in any fund in connection with worker’s compensation), unemployment insurance, pensions or social security programs;

     (d) 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 landlords liens, whether arising through contract or by operation by law, but only if the same are not yet due and payable or if the same are being contested in good faith and the payment of which is not at the time required by Section 8.03,

     (e) Liens for taxes, assessments and governmental charges or levies imposed upon a Person or upon such Person’s income or profits or property, but only if the same are not yet due and payable or if the same are being contested in good faith and the payment of which is not at the time required by Section 8.03;

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     (f) good faith deposits in connection with tenders, leases, real estate bids or contracts (other than contracts involving the borrowing of money), bonds, pledges or deposits to secure insurance policies or 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) encumbrances consisting of zoning restrictions, easements, or other restrictions on the use of real property, provided that such do not materially impair the use of such property for the uses intended, and none of which is violated by existing or proposed structures or land use;

     (h) Liens on Property of any Consolidated Subsidiary securing obligations of such Consolidated Subsidiary owing to the Company or to any Wholly-Owned Subsidiary;

     (i) Liens created to secure (A) purchase money indebtedness incurred to finance the purchase price of the Property acquired in the ordinary course of business, but only if each such Lien shall secure only the purchase money indebtedness incurred to purchase the Property so acquired and shall be confined solely to such Property and (B) the indebtedness permitted by Section 9.05(b)(11); provided, however, that the aggregate amount, without duplication, of all obligations at any time secured by all Liens referred to in this clause (i) and Liens referred to in clause (l) and clause (m) of this definition of Permitted Liens does not exceed the greater of $10,000,000 or 2% of Consolidated Assets];

     (j) Liens on Temporary Cash Investments, but only if (A) such Liens secure short-term indebtedness owed by the Company or a Consolidated Subsidiary to the broker or investment banking firm which is holding such Temporary Cash Investments for the account of the Company or a Consolidated Subsidiary and (B) such indebtedness is to be repaid, in the ordinary course of business, by the collection or liquidation of such Temporary Cash Investments at the maturity of such Temporary Cash Investments;

     (k) Liens arising by operation of law (and not by contract) in connection with judgments being appealed to the extent such judgment or judgments would not otherwise result in an Event of Default described in Section 10.01(p)

     (l) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary of the Company; provided that (i) such Liens were not incurred in contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Subsidiary and (ii) the aggregate amount, without duplication, of all obligations at any time secured by Liens referred to in this clause (l) and Liens referred to in clause (i) and clause

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     (m) of this definition of Permitted Liens does not exceed the greater of (i) $10,000,000 or (ii) 2% of Consolidated Assets;

     (m) Liens on property existing at the time of acquisition thereof by the Company or any Subsidiary of the Company, provided (i) that such Liens were not incurred in contemplation of such acquisition and (ii) the aggregate amount, without duplication, of all obligations at any time secured by Liens referred to in this clause (m) and Liens referred to in clause (i) and clause (l) of this definition of Permitted Liens does not exceed the greater of (i) $10,000,000 or (ii) 2% of Consolidated Assets;

     (n) Liens securing Permitted Refinancing Indebtedness in respect of any Indebtedness for Money Borrowed secured by Liens referred to in the foregoing clauses (b), (i), (l) and (m) of this definition, provided that such Liens do not extend to any other property of the Company or any Subsidiary of the Company and the principal amount of the Permitted Refinancing Indebtedness secured by such Lien is not increased; and

     (r) Liens securing other Indebtedness for Money Borrowed not exceeding $2,500,000 at any time outstanding.

     “Permitted Refinancing Indebtedness” means any Indebtedness for Money Borrowed of the Company or any of its Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness for Money Borrowed of the Company or any of its Subsidiaries (other than intercompany indebtedness); provided that: (i) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus accrued interest or premium (including any make-whole premium), if any, on, the Indebtedness for Money Borrowed so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith), (ii) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness for Money Borrowed being extended, refinanced, renewed, replaced, defeased or refunded; provided that if the original maturity date of such Indebtedness for Money Borrowed is after the stated maturity of the Notes, then such Permitted Refinancing Indebtedness shall have maturity at least 180 days after the Notes, (iii) if the Indebtedness for Money Borrowed being extended, refinanced renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of the Notes and is subordinated in right of payment to the Notes on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness for Money Borrowed being extended, refinanced, renewed, replaced, defeased or refunded, and (iv) such Indebtedness for Money Borrowed is incurred either by the Company or by the Subsidiary who is the obligor on the Indebtedness for Money Borrowed being extended, refinanced, renewed, replaced, defeased or refunded.

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     “Person” means and includes an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a Governmental Authority.

     “Plan” means an employee pension benefit plan (within the meaning of Section 3(3) of ERISA) which is or has been established or maintained, or to which contributions are or have been made, by the Company, any Subsidiary or any Related Person or as to which the Company, any Subsidiary or any Related Person would be treated as a contributing sponsor under Section 4069 of ERISA if such plan were to be terminated.

     “Private Placement” has the meaning specified in Section 1.02.

     “Projections” has the meaning specified in Section 6.03(a)(6).

     “Property” means any interest in any kind of property or asset, whether real, personal or mixed, tangible or intangible.

     “Purchasers” has the meaning specified in the opening paragraph of this Agreement.

     “Receivables Facility Attributed Indebtedness” means, in respect of any Person, the amount of obligations outstanding under a receivables purchase facility on any date of determination that would be characterized as principal payment obligations of such Person if such facility were structured under GAAP as a secured lending transaction other than a purchase.

     “Regulatory Acts” means (a) the Texas Pawnshop Act and (b) all other foreign, Federal or state laws (statutory, administrative, judicial or otherwise) relating to pawnshops and activities incidental thereto in any jurisdiction in which the Company or any Subsidiary conducts business.

     “Reinvestment Yield” means with respect to the Called Principal of any Note, the sum of 50 basis points (0.50%) over the yield to maturity implied by (a) the yields reported, as of 10:00 A.M. (New York City time) two Business Days next preceding the Settlement Date with respect to such Called Principal, on the display designated as page PX1 as reported by the Bloomberg Financial Markets (or such other display as may replace page PX1 on Bloomberg Financial Markets), or if Page PX1 (or its successor screen on Bloomberg Financial Markets) is unavailable, the Telerate Access Service screen which corresponds most closely to Page PX1, for the most recently issued traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or, if such yields shall not be reported as of such time or the yields reported as of such time shall not be ascertainable, (b) the Treasury Constant Maturity Series yields reported, for the latest day for which such yields shall have been so reported as of the Business Day next preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield shall be determined, if necessary, by (i) converting U.S. Treasury bill quotations to bond equivalent yields in

15

accordance with accepted financial practice and (ii) interpolating linearly between reported yields. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

     “Related Person” means any trade or business, whether or not incorporated, which, together with the Company, would be treated as a single employer under Section 414 of the Code.

     “Release” has the meaning specified in CERCLA § 101(22) (42 U.S.C. § 9601(22)).

     “Remaining Average Life” means, with respect to the Called Principal of any Note, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (a) such Called Principal into (b) the sum of the products obtained by multiplying (i) the principal component of each Remaining Scheduled Payment of such Called Principal (but not of interest thereon) by (ii) the number of years (calculated to the nearest one-twelfth year) which will elapse between the Settlement Date with respect to such Called Principal and the respective scheduled due date of such Remaining Scheduled Payment of such Called Principal.

     “Remaining Dollar-Years” means, with respect to any Indebtedness for Money Borrowed at any time, the amount obtained by (1) multiplying the amount of each then remaining required repayment, including repayment at final maturity, by the number of years (calculated at the nearest one-twelfth) which shall elapse between such time and the date of that required repayment, and (2) totaling all the products obtained in (1).

     “Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due on or after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date provided that, if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 5.02 or Section 10.01, as the case may be.

     “Required Holders” means, at any time, the Holder or Holders of at least 51% of the aggregate principal amount of the Notes then outstanding.

     “Responsible Officer” means, as to any Loan Party, the chairman of the board, the chief executive officer, the president, the chief operating officer(s), the chief financial officer, the principal accounting officer, the chief legal officer, the vice president of finance or the treasurer of such Loan Party.

     “SEC” means the Securities and Exchange Commission.

     “Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

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     “Settlement Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 5.02 or is declared to be or becomes immediately due and payable pursuant to Section 10, as the context requires.

     “Stock” means (i) in the case of any corporation, capital stock of any class of such corporation (however designated) and warrants or options to purchase such capital stock, (ii) in the case of any partnership, partnership interests of such partnership (however designated) and warrants or options to purchase such partnership interests and (iii) in the case of any other entity, equity interests of such entity (however designated) and warrants or options to purchase such equity interests.

     “Subrogation and Contribution Agreement” means the Subrogation and Contribution Agreement of even date herewith among the Company and the Guarantors substantially in the form of Exhibit F.

     “Subsidiary” means, at any time, (a) any corporation 50% or more of the outstanding Voting Stock of which is owned, directly or indirectly, by the Company at such time and (b) any partnership, association, joint venture or other entity in which the Company owns, directly or indirectly, a 50% or greater equity interest (however designated) at such time.

     “Synthetic Lease” means, in respect of any Person, the monetary obligation of such Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

     “Temporary Cash Investment” mean any of the following investments: (a) Investments in open market commercial paper maturing within 180 days after acquisition thereof and rated at least A-1 (or the equivalent thereof) by Standard & Poor’s Ratings Group (or any successor thereto which is a nationally recognized rating agency) or at least P-1 (or the equivalent thereof) by Moody’s Investors Service, Inc. (or any successor thereto which is a nationally recognized rating agency), (b) Investments in marketable obligations, maturing within 180 days after acquisition thereof, issued or unconditionally guaranteed by the United States of America or an instrumentality or agency thereof and entitled to the full faith and credit of the United States of America, (c) Investments in money market funds that invest solely in the types of Investments permitted under clauses (a) and (b) above, (d) Investments in repurchase agreements of any financial institution or brokerage firm acceptable to the Required Holders which are fully secured by securities described in clause (b) above, (e) certificates of deposit and time deposits (including Eurodollar deposits), maturing within 180 days from the date of deposit thereof, with a domestic office of (i) any national or state bank or trust company organized under the laws of the United States of America or any state therein and having capital, surplus and undivided profits of at least $100,000,000 or (ii) any other national or state bank so long as all such deposits are federally insured and (f) in the case of any

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Non-Domestic Subsidiary, certificates of deposit and other instruments substantially equivalent to a certificate of deposit maturing within 180 days from the date of acquisition and issued by a bank or trust company organized and located in the jurisdiction where such Non-Domestic Subsidiary maintains its headquarters having capital, surplus and undivided profits of at least $100,000,000 (or its equivalent in other currencies).

     “Transferee” means any direct or indirect transferee of all or any part of any Note purchased by the Purchasers under this Agreement.

     “2002 Guaranty” means that certain Joint and Several Guaranty dated as of August 12, 2002, delivered by the Company and certain of its Subsidiaries in connection with the issuance and sale of the 2002 Notes.

     “2002 Loan Documents” means the “Loan Documents” as defined in the 2002 Note Agreement.

     “2002 Note Agreement” means that certain Note Agreement dated as of August 12, 2002 between the Company and the purchasers listed on Schedule I thereto, as amended.

     “2002 Notes” means those certain 7.20% Senior Notes due August 12, 2009 issued by the Company under and pursuant to the 2002 Note Agreement.

     “USA Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America By Providing Appropriate Tools Required To Intercept and Obstruct Terrorism (USA Patriot Act) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

     “Voting Stock” means, when used with respect to any Person, any Stock of such Person having general voting power under ordinary circumstances to elect a majority of the board of directors (or other governing body) of such Person (irrespective of whether at the time any Stock of such Person shall have or might have voting power by reason of the happening of any contingency).

     “Weighted Average Life to Maturity” means, with respect to any Indebtedness for Money Borrowed, as at the time of the determination thereof the number of years obtained by dividing the then Remaining Dollar-Years of such indebtedness at such time by the then outstanding principal amount of such indebtedness.

     “Wholly-Owned Subsidiary” means a Consolidated Subsidiary, all of the outstanding Stock (other than directors’ qualifying shares, if required by law) of which are at the time owned directly by the Company or by one or more Wholly-Owned Subsidiaries or by the Company and one or more Wholly-Owned Subsidiaries.

     2.02 Interpretation.

     (a) In this Agreement, unless a clear contrary intention appears:

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     (1) the singular number includes the plural number and vice versa;

     (2) reference to any gender includes each other gender;

     (3) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision;

     (4) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually, provided that nothing in this clause (4) is intended to authorize any assignment not otherwise permitted by this Agreement;

     (5) reference to any agreement, document, instrument or report means, unless the context otherwise requires, such agreement, document, instrument or report as in effect when delivered to the Purchasers pursuant to this Agreement and as the same may thereafter be amended, supplemented or modified in accordance with the terms thereof and hereof, and reference to any Note includes any note issued pursuant hereto in renewal, rearrangement, reinstatement, enlargement, amendment, modification, extension, substitution or replacement therefor;

     (6) reference to any Section, Schedule or Exhibit means such Section hereof or such Schedule or Exhibit hereto;

     (7) the words “including” (and with correlative meaning “include”) means including, without limiting the generality of any description preceding such term;

     (8) with respect to the determination of any period of time, the word “from” means “from and including” and the word “to” means “to but excluding”;

     (9) reference to any Legal Requirement means such Legal Requirement as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time;

     (10) accounting terms used but not defined herein shall be construed in accordance with GAAP, and whenever the character or amount of any asset or liability or item of income or expense is required to be determined, or any consolidation or accounting computation is required to be made, for purposes hereof, such determination or computation shall be made in accordance with GAAP;

     (11) the word “knowledge”, when used in any representation or warranty of the Company contained herein, means the actual knowledge of any Responsible Officer;

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     (12) where any provision of this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person; and

     (13) if any action or failure to act by the Company violates any covenant or obligation of the Company contained herein, such violation shall not be excused by the fact that such action or failure to act is permitted by any other covenant or obligation of the Company contained herein.

     (b) Should there be a change in GAAP following the date of this Agreement and should either (i) the Company determine (in good faith) that the requirements of one or more of the covenants contained in Section 9 are materially increased or made more severe as a result thereof or (ii) the Required Holders determine (in good faith) that the requirements of one or more of the covenants contained in Section 9 are materially reduced or relaxed as a result thereof, then the Company and such Required Holders shall enter into good faith negotiations with the desired result being that such covenant(s) shall be amended in such a way that the criteria therein set forth for evaluating the financial condition of the Company and/or the Subsidiaries shall be the same after such amendment as if such change in GAAP had not been made.

     (c) The Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

     (d) No provision of this Agreement shall be interpreted or construed against any Person solely because that Person or its legal representative drafted such provision.

3. CONDITIONS OF CLOSING.

     The obligation of the Purchasers to purchase and pay for the Notes hereunder is subject to the satisfaction of the following conditions:

     3.01 Representations and Warranties.

     The representations and warranties of the Loan Parties contained in the following instruments shall be true and correct at the time of Closing: (i) this Agreement, (ii) the other Loan Documents and (iii) the instruments delivered by one or more of the Loan Parties pursuant to this Section 3.

     3.02 Performance; No Default.

     The Loan Parties shall have performed and complied with all agreements and conditions contained in this Agreement or in the other Loan Documents required to be performed or complied with by them prior to or at the Closing. At the time of Closing, no Default shall have occurred and be continuing or would result from the consummation of the Overall Transaction.

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     3.03 Compliance Certificate.

     The Purchasers shall have received an Officers’ Certificate, dated the Closing Date and satisfactory in form and substance to the Purchasers, certifying that the conditions specified in Sections 3.01 and 3.02 have been fulfilled. If required by the Purchasers, such Officers’ Certificate will also certify as to such matters of fact as the Purchasers may reasonably request to enable the Purchasers to determine compliance with such conditions.

     3.04 Opinions of Counsel.

     The Purchasers shall have received (a) a favorable opinion from Jenkens & Gilchrist, a Professional Corporation, counsel for the Company and the Guarantors, in the form of Exhibit B, (b) a favorable opinion of J. Curtis Linscott, General Counsel to the Company and the Guarantors, in the form of Exhibit C and (c) a favorable opinion from Bingham McCutchen LLP, special counsel for the Purchasers, in the form of Exhibit D. Each such opinion shall (i) be addressed to the Purchasers, (ii) be dated the Closing Date and (iii) state that all Transferees are entitled to rely thereon as though it were addressed to them.

     3.05 Resolutions, Etc.

     The Purchasers shall have received (a) copies of resolutions of the Board of Directors of each Loan Party, certified as of the Closing Date by the Secretary or an Assistant Secretary of such Loan Party, duly authorizing the Overall Transaction, (b) a certificate as to the incumbency and authority of the Person or Persons executing and delivering Loan Documents on behalf of such Loan Party and (c) such other documents and evidence as the Purchasers or its special counsel may request with respect to any Loan Party or the Overall Transaction, including the taking of all corporate proceedings in connection therewith and compliance with the conditions set forth herein, in each case in form and substance satisfactory to the Purchasers.

     3.06 Purchase Permitted by Applicable Laws, Etc.

     The consummation of the Private Placement on the terms and conditions herein provided (including the use of the proceeds of such Notes by the Company) shall (i) not violate any Legal Requirement (including, without limitation, section 5 of the Securities Act or Regulation U, T or X of the Board of Governors of the Federal Reserve System), (ii) not subject the Purchasers to any tax (other than routine income taxes), penalty, liability or other onerous condition under or pursuant to any Legal Requirement and (iii) constitute a legal investment under the laws and regulations of each jurisdiction to which the Purchasers are subject, but without resort to provisions (such as Section 1405(a)(8) of the New York Insurance Law) which permit the making of an investment without restriction as to the character of the particular investment being made. If required by the Purchasers, the Purchasers shall have received an Officers’ Certificate, dated the Closing Date, certifying as to such matters of fact as the Purchasers may reasonably specify to enable the Purchasers to determine compliance with the conditions set forth in the preceding sentence.

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     3.07 Payment of Closing Fees.

     The Company shall have paid the fees and disbursements which it is obligated to pay pursuant to Section 11.02 and which have been invoiced to the Company prior to the time of Closing.

     3.08 Private Placement Number.

     The CUSIP Service Bureau of Standard & Poor’s Information Group shall have issued to the Purchasers a private placement number with respect to the Notes.

     3.09 Notes.

     The Purchasers shall have received the Notes complying with the requirements of Section 1.03.

     3.10 Guaranty; Subrogation and Contribution Agreement.

     Each Guarantor and the Company shall have duly authorized, executed and delivered to the Purchasers a Joint and Several Guaranty, dated the Closing Date, in the form of Exhibit E (as may be amended from time to time, the “Guaranty”) and a Subrogation and Contribution Agreement.

     3.11 Other Loan Documents.

     Each of the other Loan Documents shall (a) have been duly authorized, executed, acknowledged (if appropriate) and delivered by the respective Loan Parties thereto, (b) be dated as of the Closing Date, (c) be in form and substance satisfactory to the Purchasers and (d) be in full force and effect on the Closing Date without any default existing thereunder. A counterpart of each Loan Document executed by the Loan Parties thereto shall have been delivered to the Purchasers or its special counsel. Each Loan Document shall constitute the valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with the terms thereof.

     3.12 Proceedings.

     All proceedings taken or to be taken in connection with the Overall Transaction prior to or on the Closing Date (and all documents incident thereto) shall be satisfactory in substance and form to the Purchasers, and the Purchasers and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as the Purchasers may reasonably request.

4. USE OF PROCEEDS.

     4.01 Use of Proceeds.

     The Company will apply the proceeds of the Private Placement solely to pay the costs and expenses described in Section 11.02 and to repay indebtedness of the Company. Nothing in

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this Section 4.01 is intended to prohibit the Company from borrowing or re-borrowing under the Existing Bank Loan Agreement.

     4.02 Margin Regulations.

     The Company will not, directly or indirectly, use any of the proceeds of the Private Placement for the purpose, whether immediate, incidental or ultimate, of buying a “margin stock” or of maintaining, reducing or retiring any indebtedness originally incurred to purchase a stock that is currently a “margin stock”, or for any other purpose which might constitute the private placement of a “purpose credit,” in each case within the meaning of Regulation U (12 C.F.R. 221, as amended) or Regulation T (12 C.F.R. 220, as amended) of the Board of Governors of the Federal Reserve System, or otherwise take or permit to be taken any action which would involve a violation of such Regulation U or T or of Regulation X (12 C.F.R. 224, as amended) of the Board of Governors of the Federal Reserve System or any other regulation of such Board.

5. PREPAYMENTS.

     5.01 Required Prepayments of the Notes.

     (a) Unless the aggregate principal amount of the then outstanding Notes shall have become due and payable pursuant to Section 10.01, the Company shall apply to the prepayment of the Notes, without premium, and there shall become due and payable, the sum of $6,666,666.67 on December 28 in each of the years 2010 through 2014 (or, in the case of any such prepayment, such lesser principal amount of the Notes as shall then be outstanding), leaving $6,666,666.67 principal amount (or such other principal amount thereof as then remains unpaid) of the Notes for payment at their stated maturity on December 28, 2015. Each such prepayment shall be at 100% of the principal amount of the Notes so prepaid, together with all accrued and unpaid interest thereon to the date of prepayment. No partial prepayment of the Notes pursuant to Section 5.02 shall relieve the Company from its obligation to make the required prepayments provided for in this Section 5.01.

     (b) Whenever any prepayment to be made under this Section 5.01 shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and the amount of such prepayment shall bear interest at the applicable rate during such extension.

     5.02 Optional Prepayments of the Notes.

     The Company may, at its option, upon notice as provided in Section 5.03, at any time or from time to time, prepay any part (in a principal amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereof) or all of the Notes at 100% of the principal amount so prepaid, together with all accrued and unpaid interest thereon to the date of prepayment, plus a premium equal to the Make-Whole Premium, if any, on the amount so prepaid, determined as of two Business Days prior to the date of such prepayment pursuant to this Section 5.02.

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     5.03 Notice of Optional Prepayments; Officers’ Certificate.

     The Company shall give each Holder irrevocable written notice of each optional prepayment of Notes made under Section 5.02 not less than 30 nor more than 60 days prior to the date fixed for such prepayment (which shall be a Business Day), in each case specifying (a) such prepayment date, (b) the aggregate principal amount of the Notes to be prepaid, (c) the aggregate principal amount of the Notes held by such Holder to be prepaid, (d) that a Make-Whole Premium may be payable, (e) the date when such Make-Whole Premium will be calculated, (f) the estimated Make-Whole Premium together with a reasonably detailed calculation of such Make-Whole Premium and (g) the accrued interest applicable to the prepayment. The Company will give each Holder, one Business Day prior to the date scheduled for any such prepayment, an Officers’ Certificate certifying that the conditions of Section 5.02 have been fulfilled and specifying the particulars of such fulfillment, and setting forth the calculations used in computing such Make-Whole Premium, or stating that no Make-Whole Premium is due and including the reason for such statement.

     5.04 Allocation of Partial Prepayments.

     Any partial prepayment of the Notes shall be allocated among all Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts of the Notes so outstanding, with adjustments, to the extent practicable, to compensate for any prior payments not made exactly in such proportion. All partial prepayments shall be applied to the Notes in anticipation and satisfaction of the prepayments required to be made by the provisions of Section 5.01, in inverse order of the maturity thereof.

     5.05 Maturity; Surrender, Etc.

     In the case of any prepayment of the Notes pursuant to this Section 5, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable Make-Whole Premium, if any. From and after such date, unless the Company shall fail to pay such principal amount when due and payable, together with the interest and Make-Whole Premium, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall, after such payment or prepayment in full, be surrendered to the Company and be cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

     5.06 Retirement of Notes.

     The Company shall not, and shall not permit any of its Affiliates to, prepay or otherwise retire, in whole or in part, prior to their stated final maturity (other than by prepayment pursuant to this Section 5 or upon acceleration of such final maturity pursuant to Section 10.01), or purchase or otherwise acquire, directly or indirectly, Notes held by any Holder unless the Company or such Affiliate shall have offered to prepay or otherwise retire or purchase or otherwise acquire, as the case may be, the same proportion of the aggregate principal amount of Notes held by each other Holder at the time outstanding upon the same terms and conditions. Any Notes prepaid pursuant to this Section 5 or Section 10.01 or otherwise retired or purchased

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or otherwise acquired by the Company or any of its Affiliates shall not be deemed to be outstanding for any purpose under this Agreement, provided that, with respect to each prepayment pursuant to this Section 5, all Notes then held by the Company and its Affiliates shall nonetheless be entitled to participate in such prepayment the same as if such Notes were deemed outstanding.

6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants that:

     6.01 Subsidiaries.

     (a) The Company has no Subsidiaries on the date hereof except those listed in Schedule II, each of which is a Consolidated Subsidiary, other than RATI Holding, Inc., a Wholly-Owned Subsidiary.

     (b) Schedule II sets forth, with respect to each of the Subsidiaries listed therein, (i) whether such Subsidiary is a corporation or partnership, (ii) the jurisdiction of its incorporation or formation (as the case may be) and (iii) each jurisdiction in which it is qualified to do business as a foreign Person.

     (c) All of the issued and outstanding Stock or partnership interests of each Subsidiary is validly issued, fully-paid and is nonassessable and, except for directors’ qualifying shares of partnership interests (if any), is owned (beneficially and of record) by the Company or other Subsidiaries free and clear of any Lien.

     (d) No Subsidiary owns any Stock of the Company.

     6.02 Organization, Qualification, Authorization, Etc.

     (a) The Company and each Subsidiary (i) is a corporation or partnership (as the case may be) duly organized or formed (as the case may be) and existing in good standing under the laws of the jurisdiction of its organization or formation (as the case may be), (ii) is duly qualified or registered and in good standing as a foreign Person in each jurisdiction in which the nature of such qualification or registration is necessary and in which the failure to so qualify or register could have a Material Adverse Effect and (iii) has the corporate or partnership (as the case may be) power (A) to own its Properties, (B) to carry on its business as now being conducted and (C) to consummate the Overall Transaction. Schedule III sets forth each jurisdiction in which the Company is qualified or registered to do business as a foreign corporation.

     (b) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary corporate or partnership (as the case may be) action on the part of such Loan Party. This Agreement constitutes, and the Notes and such other Loan Documents (when executed and delivered as contemplated hereby) will each constitute, a legal, valid and binding obligation of each Loan Party thereto, enforceable in accordance with its terms, except as the enforceability

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thereof may be limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.

     6.03 Disclosure Documents.

     (a) The Company has heretofore furnished the Purchasers with true, correct and complete copies of the following documents, and each of the Purchasers has acknowledged receipt of same:

     (1) the Organizational Documents of the Company and each Subsidiary as in effect on the date hereof;

     (2) the Company’s Annual Reports to Stockholders for the Fiscal Years ended December 31, 2000 through 2004 (inclusive);

     (3) the Company’s Annual Reports on Form 10-K for the Fiscal Years ended December 31, 2000 through 2004 (inclusive), as filed with the SEC;

     (4) the Company’s Quarterly Report on Form 10-Q for the Fiscal Quarter ended September 30, 2005 as filed with the SEC;

     (5) the consolidated financial statements of the Company and the Consolidated Subsidiaries described in Schedule VI (the “Company Financials”);

     (6) the projections described in Schedule VII (the “Projections”); and

     (7) the Existing Bank Loan Agreement (in the form of Exhibit G).

     (b) The Company Financials (including any related schedules and/or notes) (i) were true and correct in all material respects as at the dates thereof, (ii) were prepared in accordance with GAAP consistently followed throughout the periods involved and (iii) show all liabilities, direct and contingent, of the Company and the Consolidated Subsidiaries required to be shown in accordance with GAAP. The balance sheets included in the Company Financials fairly present the consolidated financial condition of the Company and the Consolidated Subsidiaries as at the dates thereof, and the statements of operations and statements of cash flows included in the Company Financials fairly present the consolidated results of operations and cash flows of the Company and the Consolidated Subsidiaries for the periods indicated.

     (c) The Projections are based on good faith estimates and assumptions believed by the Company to be reasonable at the time made, it being recognized by the Purchasers that the Projections, insofar as they relate to future events, are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ materially from the projected results. Since the preparation of the Projections, nothing has occurred to cause the Company to believe that the estimates and assumptions on which the Projections are based are no longer reasonable.

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     6.04 Changes, Etc.

     (a) Since December 31, 2004, (i) neither the Company nor any Subsidiary has entered into any material transactions not in the ordinary course of business, nor incurred any material liabilities or obligations, direct or contingent, except for the Loan Documents, the Existing Bank Loan Agreement and Material Contracts listed on Schedule V hereto entered into subsequent to December 31, 2004 and (ii) except as has been disclosed in Company’s public filings with the SEC, no events have occurred which, individually or in the aggregate, have had, or in the future could reasonably be expected to have, a Material Adverse Effect.

     (b) Neither the business nor the Properties of the Company or any of the Subsidiaries are presently affected by any fire, explosion, accident, labor controversy, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty which could reasonably be expected to have a Material Adverse Effect.

     6.05 Tax Returns and Payments.

     (a) The Company and each Subsidiary has filed all tax returns required by law to be filed by it (or obtained extensions with respect thereto) and has paid all taxes, assessments and other governmental charges levied upon it or any of its Properties, income or franchises which are shown to be due and payable on such returns and all other taxes and assessments payable by it, other than (i) those which are not past due, (ii) those which are presently being contested in good faith by appropriate proceedings diligently conducted for which such reserves or other appropriate provisions, if any, as shall be required by GAAP have been made and (iii) those not reflected on such returns the non-payment of which could not reasonably be expected to have a Material Adverse Effect. No contest referred to in the foregoing clause (ii) could reasonably be expected to have a Material Adverse Effect.

     (b) After due inquiry, the Company knows of no proposed tax assessment against the Company or any Subsidiary which could reasonably be expected to have a Material Adverse Effect. In the opinion of the Company, all tax liabilities of the Company and the Subsidiaries are adequately provided for on their respective books. The Federal income tax returns of the Company and the Subsidiaries for 2002 and subsequent Fiscal Years are open to examination by the IRS.

     6.06 Indebtedness; Solvency.

     (a) The Company and the Subsidiaries have no outstanding Indebtedness for Money Borrowed other than (i) the indebtedness evidenced by the Notes and the Guaranty, (ii) the indebtedness evidenced by the 1995 Notes and the 1995 Guaranty, (iii) the indebtedness evidenced by the 1997 Notes and the 1997 Guaranty, (iv) the indebtedness evidenced by the 2002 Notes and the 2002 Guaranty, (v) indebtedness outstanding under the Existing Bank Loan Agreement, (vi) the indebtedness described in

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Schedule XIII, and (vii) other indebtedness permitted under Section 9.05 which indebtedness does not exceed $500,000 in the aggregate.

     (b) Each of the Loan Parties (i) has, and after giving effect to the Overall Transaction will have, capital sufficient to carry on its business and transactions and all the business and transactions in which it is about to engage, (ii) is, and after giving effect to the Overall Transaction will be, solvent and able to pay its debts as they mature and (iii) owns, and after giving effect to the Overall Transaction will own, Property having a value, both at fair valuation and present fair salable value, greater than the amount required to pay the probable liability on its debts.

     6.07 Permits.

     The Company and each Subsidiary possess all Permits that are necessary or desirable in connection with the ownership, use or operation by it of its Properties and the conduct by it, in the ordinary course, of its business as now conducted and as currently proposed to be conducted, except those Permits the absence of which would not have a Material Adverse Effect. None of such Permits impose any material burden or restriction on the Company or any Subsidiary. The Company and the Subsidiaries are in compliance with all terms of such Permits. All such Permits are valid and in full force and effect and, to the Company’s knowledge (after due inquiry), none are threatened to be revoked, cancelled, suspended or modified for any reason.

     6.08 Material Contracts.

     Schedule V describes all Material Contracts existing on the date hereof. Each of such Material Contracts (a) has been duly executed and delivered by, and constitutes the legal, valid and binding obligation of, each Loan Party thereto, enforceable against each such Loan Party in accordance with its terms, (b) is in full force and effect and (c) except as reflected in Schedule V, has not been amended or modified, nor any provision thereof waived, in any respect. The Company and each Subsidiary has, and, to the Company’s knowledge, all other parties to such Material Contracts have, performed and complied in all material respects with all of the terms and conditions set forth therein. No default by the Company, any Subsidiary or, to the Company’s knowledge, any such other party exists under any such Material Contract, which individually, or in the aggregate for all such defaults, could reasonably be expected to have a Material Adverse Effect.

     6.09 Title to Property, Etc.

     (a) The Company and each Subsidiary has good and indefeasible fee simple title to its real property and good and defensible title to all of its other Property, including the Property reflected in the balance sheets included in the Company Financials (other than Properties disposed of in the ordinary course of business), subject to no Lien of any kind except Permitted Liens which do not, individually or in the aggregate, materially affect or interfere with, or if used or availed of will not materially affect or interfere with, the occupancy, use or operation of such item of Property for its intended purpose or the peaceful and quiet use and enjoyment thereof by the Company or such Subsidiary, as the case may be.

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     (b) No lease under which the Company or any Subsidiary is the lessee or is operating contains any provision which individually or in the aggregate interferes with the ordinary conduct of the business of the Company or such Subsidiary or otherwise could reasonably be expected to have a Material Adverse Effect. The Company and each Subsidiary enjoys peaceful and undisturbed possession under all leases under which it is the lessee or is operating, except where the absence of such possession would not have a Material Adverse Effect. All of such leases are valid and subsisting and no default by the Company, such Subsidiary or, to the Company’s knowledge, any such other party exists thereunder, which individually, or in the aggregate for all such defaults, could reasonably be expected to have a Material Adverse Effect.

     6.10 Condition of Property.

     The facilities of the Company and the Subsidiaries, taken as a whole, are in a condition and state of repair which are sufficient and adequate to operate their respective businesses in a proper and efficient manner.

     6.11 Compliance with Applicable Laws, Permits and Contracts.

     (a) Neither the Company nor any Subsidiary is in violation of (i) any provision of its Organizational Documents, (ii) any Applicable Permit or Applicable Contract (including the Existing Bank Loan Agreement, the 1995 Note Agreement, the 1997 Note Agreement and the 2002 Note Agreement) or (iii) any instrument evidencing or otherwise relating to Indebtedness for Money Borrowed (other than, in the case of the foregoing clauses (ii) and (iii), violations which, individually or collectively, could not reasonably be expected to have a Material Adverse Effect), and the execution, delivery and performance of the Loan Documents and the consummation of the Overall Transaction will not result in any violation of or constitute a default under any of the foregoing or result in the creation of (or impose any obligation on the Company or any Subsidiary to create) any Lien that is not a Permitted Lien upon any Property of the Company or any Subsidiary.

     (b) Neither the Company nor any Subsidiary is in violation of any Legal Requirement other than violations which, individually or collectively, will not have a Material Adverse Effect, and the execution, delivery and performance of the Loan Documents and the consummation of the Overall Transaction will not result in a violation of any Legal Requirement.

     (c) Except for this Agreement, the Existing Bank Loan Agreement, the 1995 Note Agreement, the 1997 Note Agreement and the 2002 Note Agreement, neither the Company nor any Subsidiary is a party to or bound by any Permit, agreement or instrument (including its Organizational Documents) which contains any restrictions or limitations on the incurrence by the Company or such Subsidiary of any Indebtedness for Money Borrowed.

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     (d) Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness for Money Borrowed of the Company or such Subsidiary.

     6.12 Litigation, Etc.

     No action, suit, investigation or proceeding is pending or, to the knowledge of the Company (after due inquiry), threatened against or affecting the Company or any Subsidiary or any Property of the Company or any Subsidiary which (a) individually or collectively, could reasonably be expected to have a Material Adverse Effect or (b) questions the validity of any Loan Document or any action taken or to be taken pursuant thereto.

     6.13 ERISA.

     Each Benefit Arrangement is (and has been) maintained and operated in compliance in all material respects with the applicable provisions of ERISA, the Code and other Legal Requirements. Neither the Company nor any member of the ERISA Group has failed to timely make any required contribution or payment to or in respect of any Benefit Arrangement. No Benefit Arrangement provides post employment health benefits except as required by Part 6 of Subtitle B of ERISA. No litigation, investigation or claim (other than a routine claim for benefits) is pending or, to the knowledge of the Company (after due inquiry), threatened or anticipated concerning any Benefit Arrangement. The Company and/or the members of its ERISA Group may at any time unilaterally, without the consent of any Person, terminate any and/or all Benefit Arrangement(s) without incurring any material liability. The execution and delivery of this Agreement and the other Loan Documents and the issue and sale of the Notes will not involve any transaction which is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975 of the Code. The representation by the Company in the next preceding sentence is made in reliance upon and subject to the accuracy of the representation of the Purchasers in Section 7 as to the source of the funds to be used to pay the purchase price of the Notes.

     6.14 No Governmental Consents Required for Overall Transaction.

     Neither the nature of the Company nor any Subsidiary, nor the business or Properties of the Company or any Subsidiary, nor any relationship between the Company or any Subsidiary and any other Person, nor any circumstance in connection with the offering, issuance, sale or delivery of the Notes is such as to require any authorization, consent, approval, exemption or other action by or notice to or filing with any Governmental Authority in connection with the execution and delivery of this Agreement, the other Loan Documents or the consummation of the Overall Transaction other than routine SEC filings by the Company under the Exchange Act.

     6.15 Offering of Notes.

     Neither the Company nor its Affiliates nor anyone acting on its or their behalf has, directly or indirectly, (a) offered the Notes or any similar security of the Company for sale to, or solicited any offers to buy the Notes or any similar security of the Company from, or otherwise approached or negotiated with respect thereto with, any Person other than the Purchasers and not more than 70 other institutional investors, each of which has been offered the Notes at a private

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sale for investment or (b) taken or will take any action which would require the issuance or sale of the Notes to be registered pursuant to the provisions of section 5 of the Securities Act or pursuant to the provisions of any securities or Blue Sky law of any jurisdiction.

     6.16 Use of Proceeds.

     The Company will apply the proceeds of the sale of the Notes in accordance with Section 4. No indebtedness being reduced or retired, directly or indirectly, out of the proceeds of the sale of the Notes was incurred for the purpose of purchasing or carrying any stock which is currently a “margin stock” (as defined in Section 4.02), and the Company neither owns nor has any present intention of acquiring any amount of “margin stock.” None of the proceeds of the sale of the Notes will be used to acquire any security in any transaction which is subject to section 13 or 14 of the Exchange Act, including particularly sections 13(d) and 14(d) thereof.

     6.17 Foreign Assets Control Regulations, Etc.

     (a) Neither the issue and sale of the Notes by the Company nor its use of the proceeds thereof as contemplated by this Agreement will violate the Trading with the Enemy Act, (50 U.S.C. App. §§1 et seq., as amended), or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

     (b) No Loan Party is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii) knowingly engages in any dealings or transactions with any such Person. The Company and its Subsidiaries are in compliance, in all material respects, with the USA Patriot Act.

     (c) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such Act applies to the Company.

     6.18 Status Under Certain Federal Statutes.

     No Loan Party is (a) an “investment company” or a Person “controlled” by or acting on behalf of an “investment company,” in each case within the meaning of the Investment Company Act of 1940, as amended, (b) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” as such terms are defined in the Public Utility Holding Company Act of 1935, as amended, (c) subject to regulation under the Federal Power Act, as amended, (d) subject to the ICC Termination Act of 1995, as amended, or (e) a “rail carrier” or a “person controlled by or affiliated with a rail carrier”, within the meaning of Title 49, U.S.C.

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     6.19 Environmental Matters.

     (a) The Company and each Subsidiary has all Environmental Permits necessary for the conduct of its business and for the ownership, use, maintenance and operation of its assets, and is in compliance with all material terms thereof. All such Environmental Permits are valid and in full force and effect and, to the Company’s knowledge, none are threatened to be revoked, cancelled, suspended or modified adversely for any reason. As to any such Environmental Permit that is about to expire or is needed for the proposed conduct of its business, the Company or such Subsidiary, as the case may be, has timely and properly applied for renewal or receipt of the same or, if such Permit is not reasonably expected to be renewed, such nonrenewal will not have a Material Adverse Effect.

     (b) Without in any manner limiting any other representations and warranties set forth in this Agreement:

     (i) neither the Company nor any Subsidiary, nor any real property or facility presently owned, used, maintained or operated by the Company or any Subsidiary, nor any of the other assets of the Company or any Subsidiary is in violation of or is in noncompliance with, any Environmental Laws, except for violations or noncompliances which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and

     (ii) without in any manner limiting the generality of clause (i) above:

     (A) no Hazardous Materials have been used, generated, manufactured, transported, stored or treated, or disposed of, landfilled or in any other way Released by or on behalf of the Company or any Subsidiary, except for those of the foregoing activities which, individually or in the aggregate, could not have a Material Adverse Effect;

     (B) to the Company’s knowledge, no Hazardous Materials have been used, generated, manufactured, stored or treated, or disposed of, landfilled or in any other way Released (and no Release is threatened), by any Person other than the Company or any Subsidiary on, under, about or from any Property now or previously owned, used, maintained or operated by the Company or any Subsidiary or any Property adjacent to any such Property except for those of the foregoing activities (including Releases and threatened Releases) which, individually or in the aggregate, could not have a Material Adverse Effect;

     (C) neither the Company nor any Subsidiary is subject, as a result of the operation or condition of its business or assets prior to or at Closing, to any (1) contingent liability in connection with any Release or threatened Release of any Hazardous Materials into the environment

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whether on or off any Property owned, used, maintained or operated by the Company or such Subsidiary or (2) reclamation or remediation requirements under Environmental Laws, or any reporting requirements related thereto, except for liabilities or requirements which, individually or in the aggregate, could not have a Material Adverse Effect;

     (D) neither the Company nor any Subsidiary has been named as a potentially responsible party under, and none of its Property has been nominated or identified as a facility which is subject to an existing or potential claim under, CERCLA or comparable Environmental Laws, and no such Property is subject to any Lien arising under Environmental Laws;

     (E) to the Company’s knowledge, the Company and each Subsidiary has all environmental and pollution control equipment necessary for (1) compliance in all material respects with all Environmental Laws (including all applicable Permits) and (2) operation of the business of the Company or such Subsidiary as it is presently conducted;

     (F) no Hazardous Materials have been incorporated into or contained in any of the personal property or improvements to real property owned, used, maintained or operated by the Company or any Subsidiary such that such Hazardous Materials could reasonably be expected to have a Material Adverse Effect;

     (G) none of the locations where Hazardous Materials have been used, generated, manufactured, stored, treated, recycled, disposed of or Released by or on behalf of the Company or any Subsidiary has been nominated or identified as a facility which may be subject to an existing or potential claim under CERCLA or comparable Environmental Laws;

     (H) to the knowledge of the Company, none of the offsite locations where Hazardous Materials from any of the assets of the Company or any Subsidiary have been stored, treated, recycled, disposed of or Released has been nominated or identified as a facility which may be subject to an existing or potential claim under CERCLA or comparable Environmental Laws;

     (I) neither the Company nor any Subsidiary has received any written notices of (1) any violation of, noncompliance with or remedial obligation under Environmental Laws relating to the ownership, use, maintenance, operation of, or conduct of business related to, any Property of the Company or such Subsidiary or (2) any Release or threatened Release of Hazardous Materials, except for violations, noncompliances, obligations, Releases or threatened Releases which,

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individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;

     (J) there are no writs, injunctions, decrees, orders or judgments outstanding, or lawsuits, claims, proceedings or investigations pending or, to the knowledge of the Company, threatened relating to the ownership, use, maintenance, operation of, or conduct of business related to, any Property of the Company or any Subsidiary arising out of or relating to Environmental Laws, nor does the Company or any Subsidiary have knowledge (after due inquiry) of any basis for any of the foregoing, except for writs, injunctions, decrees, orders, judgments, lawsuits, claims, proceedings or investigations which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;

     (K) no underground or aboveground storage tanks or surface impoundments are located at any Property owned, used, maintained or operated by the Company or any Subsidiary other than those which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and

     (L) there are no material obligations, undertakings or liabilities arising out of or relating to Environmental Laws which the Company or any Subsidiary has agreed to, assumed or retained, by contract or otherwise.

     6.20 Books and Records.

     The Company maintains books, records and accounts with respect to itself and the Subsidiaries which, in reasonable detail, accurately and fairly reflect their transactions and dispositions of their assets, and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (a) transactions are executed in accordance with management’s general or specific authorization, (b) transactions are recorded as necessary (i) to permit preparation of financial statements in accordance with GAAP, and (ii) to maintain accountability for assets, (c) access to assets is permitted only in accordance with management’s general or specific authorization and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

     6.21 Fiscal Year.

     The fiscal year of the Company and each Subsidiary coincides with the calendar year.

     6.22 Brokerage.

     All negotiations relative to this Agreement, the other Loan Documents and the transactions contemplated hereby have been carried on by the Company and the other Loan

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Parties without the intervention of any Person which might give rise to a valid claim against the Purchasers for a brokerage commission or other like payment.

     6.23 Labor Matters.

     Schedule IX lists each employment, consultant or similar agreement and all labor contracts and collective bargaining agreements to which the Company or any Subsidiary is a party or by which it is bound. Except as otherwise listed on Schedule IX, no strikes or other labor disputes are pending or threatened against the Company or any Subsidiary. All payments due from the Company or any Subsidiary on account of employee health and welfare insurance have been paid or, if not due, have been accrued as liabilities on the books of the Company or such Subsidiary.

     6.24 Patents, Trademarks, Etc.

     The Company and each Subsidiary owns, or is licensed or otherwise has the lawful right to use, all patents, trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as now conducted and as proposed to be conducted. All tradenames used by the Company or any Subsidiary are listed on Schedule X. Assumed name certificates have been duly filed of record with appropriate Governmental Authorities for each of such tradenames, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect..

     6.25 Chief Executive Office.

     The chief executive office of the Company and the office where it maintains its records is located at 1600 West 7^th Street, Fort Worth, Texas 76102-2599.

     6.26 Permitted Investments.

     Schedule XI specifies the aggregate amount of each investment held by the Company and any of its Subsidiaries on the date hereof other than those permitted by clauses (a) through (k) of Section 9.08.

     6.27 Liens.

     None of the Properties of the Company or any Subsidiary is subject to any Lien other than Permitted Liens.

     6.28 Full Disclosure.

     (a) Neither this Agreement (including the Schedules and Exhibits hereto), the other Loan Documents, the Company Financials, the instruments described in Section 6.03(a) nor any document delivered by the Company or any of its Affiliates pursuant to Section 3 contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which the same were made.

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     (b) There is no fact (excluding general economic or industry conditions not peculiar to the Company or any Subsidiary) which (i) has had a Material Adverse Effect or, in the opinion of any Responsible Officer of the Company, could reasonably be expected in the future to have a Material Adverse Effect and (ii) has not been set forth in this Agreement (including the Schedules and Exhibits hereto) or in the Company Financials.

7. PURCHASE FOR INVESTMENT; SOURCE OF FUNDS

     7.01 Representations of the Purchasers.

     (a) Each of the Purchasers hereby represents to the Company that it (i) is purchasing the Notes for its own account for investment and not with a view to, or for sale in connection with, the distribution thereof or with any present intention of distributing or selling any of the Notes, provided that the disposition of the Purchaser’s property shall at all times be within its control, (ii) is an “accredited investor”, as defined in Regulation D under the Securities Act, and (iii) (x) has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of the investment in the Notes and (y) is able to bear the economic risk of such investment. Each of the Purchasers understands that the Notes have not been registered under the Securities Act and may not be sold or otherwise transferred by the Purchasers except pursuant to an effective registration statement under such Act or pursuant to an available exemption therefrom under such Act.

     (b) Each of the Purchasers further represents to the Company that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by it to pay the purchase price of the Notes to be purchased by it hereunder:

     (i) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

     (ii) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary

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of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

     (iii) the Source is either (1) an insurance company pooled separate account, within the meaning of PTE 90-1 or (2) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (iii), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

     (iv) (1) the Source constitutes assets of an “investment fund” (within the meaning of Part V of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), (2) no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, (3) the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, (4) neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (5) the identity of such QPAM and the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this clause (iv); or

     (v) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the 1NHAM exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Section IV(d) of the INHAM Exemption) owns a 5% or more interest in the Company and (1) the identity of such INHAM and (2) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (v); or

     (vi) the Source is a governmental plan; or

     (vii) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (vii); or

     (viii) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

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     As used in this Section 7.01(b), the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.

     (c) Purchasers have received all of the items described in Section 6.03.

8. AFFIRMATIVE COVENANTS

     8.01 Financial Statements, Reports and Documents.

     The Company shall deliver to each Holder (in duplicate):

     (a) as soon as available, and in any event within 45 days, after the end of each Fiscal Quarter (other than the last Fiscal Quarter in any Fiscal Year), a consolidated balance sheet of the Company and the Consolidated Subsidiaries (in reasonable detail) as of the end of such Fiscal Quarter and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and the Consolidated Subsidiaries (in reasonable detail) for such Fiscal Quarter and for the portion of the current Fiscal Year ending on the last day of such Fiscal Quarter, in each case (i) prepared in accordance with GAAP and (ii) setting forth in comparative form the figures for the corresponding period of the preceding Fiscal Year, which financial statements shall be certified (subject to normal year-end audit adjustments) as to fairness of presentation, compliance with GAAP and consistency with prior periods by a Responsible Officer of the Company, it being understood that no such statement need be accompanied by complete footnotes;

     (b) as soon as available, and in any event within 90 days, after the end of each Fiscal Year, a consolidated balance sheet of the Company and the Consolidated Subsidiaries (in reasonable detail) as of the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and the Consolidated Subsidiaries (in reasonable detail) for such Fiscal Year, in each case (i) prepared in conformity with GAAP and (ii) setting forth in comparative form the figures for the preceding Fiscal Year, which financial statements shall be accompanied by an opinion thereon (which shall not be qualified by reason of any limitation imposed by the Company) of the Independent Registered Public Accounting Firm stating that such financial statements, in the opinion of the Independent Registered Public Accounting Firm, present fairly, in all material respects, the consolidated financial position of the Company and the Consolidated Subsidiaries as at the end of such year, and the results of their operations and their cash flows for such period in conformity with accounting principles generally accepted in the United States of America (except for noted changes in which the Independent Registered Public Accounting Firm concurs) and that the examination of the Independent Registered Public Accounting Firm in connection with such financial statements has been made in accordance with the standards of the Public Company Accounting Oversight Board (United States), and such examination includes examining, on a test basis, evidence supporting the amounts and disclosures in the

38

financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation;

     (c) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, an Officers’ Certificate (i) setting forth in reasonable detail the calculations required to establish whether the Company was in compliance with the requirements of Sections 9.01, 9.02, 9.03 and 9.04, on the date of such financial statements, (ii) stating that the signers have reviewed this Agreement and the other Loan Documents and have made, or caused to be made under their supervision, a review of the transactions and condition of the Company during the accounting period covered by such financial statements and (iii) stating that such review did not disclose the existence during or at the end of such accounting period of any Default or, if any Default exists, specifying the nature and period of existence thereof and what action the Company has taken, is taking or proposes to take with respect thereto;

     (d) so long as the Existing Notes are outstanding, simultaneously with the delivery of each set of financial statements referred to in clause (b) above, a written statement by the Independent Registered Public Accounting Firm giving the opinion thereon stating (i) that their audit has included a review of the terms of this Agreement and that such review is sufficient to enable them to make the statement referred to in clause (iv) of this paragraph (d) (it being understood that such Independent Registered Public Accounting Firm shall not be required to conduct or make any special or additional audit procedures or examinations for purposes of such written statement, other than those required by generally accepted auditing standards, and that their audit will not have been directed primarily toward obtaining knowledge of any Default), (ii) whether, in the course of their audit, they obtained knowledge (and whether, as of the date of such written statement, they have knowledge) of the existence and continuance of any Default and, if so, specifying the nature and period of existence thereof, (iii) that they have examined the Officers’ Certificate delivered in connection therewith pursuant to clause (c) above and (iv) that the matters set forth in such Officers’ Certificate pursuant to subclause (i) of clause (c) above have been properly stated in accordance with this Agreement;

     (e) so long as the Existing Notes are outstanding, promptly upon receipt thereof, a copy of each management letter submitted to the Company by the Independent Registered Public Accounting Firm (and each response of the Company thereto), it being understood and agreed that all material items which are furnished to the Holders pursuant to this clause (e) shall be treated as confidential if such items are not previously known to any Holder and if, and so long as, such items are not generally available to the public, but nothing herein contained shall limit or impair the right of any Holder to (i) disclose such items to any other Holder, any prospective Transferee, the National Association of Insurance Commissioners or any Governmental Authority pursuant to an applicable legal requirement or agreement, (ii) disclose such items in connection with any litigation, investigation or similar proceeding, (iii) use such information to the extent pertinent to an evaluation of the Obligations or to enforce compliance with the terms and conditions of this Agreement, (iv) take any action required by law or (v) take any lawful action which such Holder deems necessary to protect its interests under this Agreement or any other

39

Loan Document provided that such Holder shall use reasonable efforts to provide to the Company notice of such disclosure and a reasonable opportunity to contest or limit such disclosure;

     (f) so long as the Existing Notes are outstanding, promptly upon becoming available, a copy of each consolidating balance sheet and income statement of the Company and the Consolidated Subsidiaries prepared by or on behalf of the Company after the date hereof;

     (g) promptly upon transmission thereof, a copy of each (i) financial statement, proxy statement, notice and report sent or made available by the Company to its security holders in compliance with the Exchange Act or any comparable federal or state laws relating to the disclosure by any Person of information to its security holders, (ii) regular and periodic report, registration statement (excluding exhibits) and prospectus filed by the Company with any securities exchange or with the SEC or any Governmental Authority succeeding to any of its functions (other than any such reports, registration statements or prospectuses transmitted after the Existing Notes are no longer outstanding and which are not material to the business of the Company) and (iii) press release or other statement made available by the Company to the public concerning material developments in the business of the Company;

     (h) as soon as practicable, and in any event within two Business Days, after the Company obtains knowledge of any Default, an Officers’ Certificate specifying the nature and period of existence thereof and what action the Company has taken, is taking or proposes to take with respect thereto;

     (i) as soon as practicable, and in any event within ten Business Days, after the Company obtains knowledge of any condition (excluding general economic or industry conditions not peculiar to the Company or any Subsidiary), happening or event which, in the opinion of the Board of Directors or any Responsible Officer of the Company, could reasonably be expected to have a Material Adverse Effect, an Officers’ Certificate specifying the nature and period of existence thereof and what action the Company has taken, is taking or proposes to take with respect thereto;

     (j) promptly, a copy of each Material Contract entered into or assumed by the Company after the date hereof and each material amendment, supplement or modification entered into after the date hereof in respect of any Material Contract; and

     (k) such other information concerning the business, financial condition, results of operation, prospects or Properties of the Company or any Subsidiary as any Holder shall reasonably request.

     Documents required to be delivered pursuant to Sections 8.01(a), 8.01(b), 8.01(c) or 8.01(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at

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http://www.cashamerica.com or any other website on the Internet designated in writing to each of the Holders or (ii) on which such documents are posted on the Company’s behalf on http://www.sec.gov; provided that, in each case, the Company (A) shall have notified each Holder (by telecopier or to an electronic mail address provided to the Company by such Holder) of the posting of each of such documents and (B) shall deliver paper copies of such documents to any Holder that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by such Holder.

     8.02 Payment of Principal, Interest and Premium.

     The Company will duly and punctually pay the principal of, and interest and premium (if any) on, the Notes in accordance with the terms of the Notes and this Agreement.

     8.03 Payment of Taxes, Claims and Indebtedness.

     The Company will, and will cause each Subsidiary to, pay and discharge, as and when due and payable, (a) all taxes, assessments and governmental charges or levies imposed upon it or any of its Properties or in respect of any of its franchises, business, income or profits, (b) all claims (including claims for labor, services, materials and supplies) for sums which, if unpaid, might become a Lien upon any of its Property and (c) all of its other indebtedness in excess of $5,000,000; provided, however, that no such tax, assessment, charge or levy, claim or indebtedness (other than the Obligations) need be paid if and so long as (i) (A) no Default shall be in existence, (B) the amount, applicability or validity thereof is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and (C) such reserves or other appropriate provision (if any) as shall be required by GAAP shall have been made therefor or (ii) the nonpayment of all such taxes, assessments, charges or levies, claims or indebtedness in the aggregate could not reasonably be expected to result in a Material Adverse Effect.

     8.04 Maintenance of Existence and Rights; Conduct of Business.

     The Company will, and will cause each Subsidiary to, (a) preserve and keep in full force and effect (except as permitted by Section 9.13) its corporate or partnership, as the case may be, existence and all of its rights, privileges and franchises necessary or desirable in the normal conduct of its business, (b) qualify and remain qualified as a foreign Person authorized to do business in each jurisdiction in which such qualification is required except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect and (c) carry on and conduct its business (i) in the ordinary course, (ii) in an orderly and efficient manner consistent with good business practices and (iii) in accordance, in all material respects, with all Legal Requirements.

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     8.05 Compliance with Loan Documents.

     The Company will, and will cause each Subsidiary to, promptly comply with any and all covenants and provisions of each Loan Document to which it is a party.

     8.06 Inspection.

     The Company will, and will cause each Subsidiary to, permit any Person designated by any Holder, at all reasonable times, to (i) visit and inspect any of its Properties, (ii) examine, copy or make excerpts from, any and all books, records, software, documents and other information in the possession of the Company or such Subsidiary and relating to its affairs and (iii) discuss its affairs, finances and accounts with its directors, officers and its then current Independent Registered Public Accounting Firm; and, by this provision, the Company (on behalf of itself and each Subsidiary) irrevocably authorizes such accountants to discuss with such Person the affairs, finances and accounts of the Company and such Subsidiary. All such visits and inspections shall be at the expense of such Holder unless a Default shall exist, in which event the reasonable costs and expenses associated with all such events and inspections shall be at the expense of the Company.

     8.07 Books and Records.

     The Company will, and will cause each Subsidiary to, (a) maintain (in accordance with good accounting practices and all Legal Requirements) complete and accurate books, records and accounts accurately and fairly reflecting its transactions in reasonable detail and (b) maintain a system of internal accounting controls sufficient to provide reasonable assurances that its transactions are recorded as necessary (i) to permit preparation of financial statements in accordance with GAAP and (ii) to maintain accountability for its assets.

     8.08 Compliance with Legal Requirements.

     The Company will, and will cause each Subsidiary to, comply with all Legal Requirements applicable to it or any of its Properties, business, operations or transactions except for noncompliances which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

     8.09 Insurance.

     The Company will, and will cause each Subsidiary to, maintain in full force and effect, with sound and reputable insurers, such insurance on its Properties and business against such casualties, risks, liabilities and contingencies, and in such types and amounts, as are consistent with customary practices and standards of companies engaged in similar businesses; provided, however, except as may be required by any Legal Requirement, neither the Company nor any Subsidiary shall be required to maintain (i) business interruption insurance, (ii) insurance on its inventories, (iii) plate glass insurance, or (iv) flood or earthquake insurance.

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     8.10 Maintenance of Properties.

     The Company will, and will cause each of its Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     8.11 Further Assurances.

     The Company will, and will cause each Subsidiary to, promptly take all such actions as the Required Holders may, at any time or from time to time, reasonably request in order to (i) further carry out and consummate the Overall Transaction or (ii) comply with or accomplish the covenants and agreements of the Loan Parties in any of the Loan Documents.

9. NEGATIVE COVENANTS

     Until payment in full of the Notes and all other Obligations, the Company covenants and agrees as follows:

     9.01 Consolidated Indebtedness for Money Borrowed.

     (a) The Company will not permit Consolidated Indebtedness for Money Borrowed, as of the last day of any Fiscal Quarter ending on or after the Closing Date, to be greater than the amount determined by multiplying the Applicable Percentage times the sum of (a) Consolidated Indebtedness for Money Borrowed as of such date and (b) Consolidated Net Worth as of such date. As used in this Section 9.01, “Applicable Percentage” means 75%.

     (b) The Company will not permit the ratio of

     (i) Consolidated Indebtedness for Money Borrowed, minus an amount equal to what would be classified as cash or cash equivalents on a consolidated balance sheet of the Company and the Consolidated Subsidiaries prepared in accordance with GAAP, in each case determined as of the end of each Fiscal Quarter, to

     (ii) Consolidated EBITDA for the period of four (4) consecutive Fiscal Quarters ending with such Fiscal Quarter

     to be greater than 3.0 to 1.00, as of each Fiscal Quarter ending after the Closing Date.

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     9.02 Consolidated Net Worth.

     The Company will not permit Consolidated Net Worth at any time to be less than the sum of (a) $270,000,000 plus (b) 50% of Consolidated Adjusted Net Income (but only if positive) for each Fiscal Quarter ending on or after September 30, 2005 plus (c) 100% of Net Equity Proceeds received after the Closing Date.

     9.03 Fixed Charge Coverage.

     The Company will not at any time permit the ratio of (a) the sum of Consolidated EBITDA for the period of four consecutive Fiscal Quarters then most recently ended plus the aggregate amount of all rents and leases deducted in the calculation of such Consolidated EBITDA to (b) the aggregate amount of (i) all such rents, leases and interest expenses deducted in the calculation of such Consolidated EBITDA plus (ii) all regularly scheduled principal payments on Funded Debt of the Company and the Consolidated Subsidiaries (after elimination of intercompany items) made in such period to be less than 1.75 to 1.

     9.04 Restricted Payments.

     (a) The Company will not, and will not permit any Subsidiary to, (i) declare or make any dividends or distributions on any of its Stock (other than dividends payable in shares of its Stock), (ii) purchase, redeem or acquire for value any of the Company’s or any Subsidiary’s Stock, (iii) make any principal payment on (or make any payment, transfer or deposit for the purpose of canceling, extinguishing, satisfying or defeasing) any indebtedness of the Company which is subordinate in right of payment to the Notes or any other Obligation, (iv) set aside funds for any such purposes or (v) become liable to do any of the foregoing (in each case, a “Restricted Payment”) unless, immediately after giving effect thereto, (A) no Default shall exist and (B) the aggregate amount of all Restricted Payments made by the Company and all Subsidiaries on or after August 12, 2002 does not exceed the sum of $42,000,000 plus 50% of Consolidated Adjusted Net Income for the period (treated as one accounting period) from August 12, 2002 to the end of the calendar month then most recently ended.

     (b) Notwithstanding the foregoing provisions of this Section 9.04, the Company may, so long as no Default shall be in existence or shall result therefrom, purchase, redeem or acquire shares of the Company’s capital stock with the net cash proceeds received by the Company during the immediately preceding 18-month period from the sale of other shares of the Company’s capital stock, in which event both the receipt and expenditure of such proceeds shall be excluded from any calculation under paragraph (a) above.

     (c) Nothing in this Section 9.04 shall prohibit any Subsidiary from making any Restricted Payment to the Company or any Wholly-Owned Subsidiary, and no such Restricted Payment shall be taken into account in any calculation under paragraph (a) above.

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     9.05 Limitation on Indebtedness.

     (a) The Company will not incur, create, assume or have outstanding any indebtedness, except:

     (1) (A) indebtedness of the Company arising out of this Agreement and the other Loan Documents, (B) indebtedness of the Company arising out of the 1995 Note Agreement and the other 1995 Loan Documents, (C) indebtedness of the Company arising out of the 1997 Note Agreement and the other 1997 Loan Documents, and (D) indebtedness of the Company arising out of the 2002 Note Agreement and the other 2002 Loan Documents;

     (2) indebtedness of the Company arising out of the Existing Bank Loan Agreement or any extension, renewal or refinancing of the Indebtedness for Money Borrowed outstanding thereunder;

     (3) purchase money indebtedness (not to exceed the greater of $10,000,000 or 2% of Consolidated Assets in the aggregate for the Company and all Subsidiaries at any time outstanding);

     (4) current liabilities for taxes and assessments incurred in the ordinary course of business and not yet due, and other liabilities for unpaid taxes being contested in good faith by the obligor the payment of which is not at the time required by Section 8.03;

     (5) current indebtedness (other than Indebtedness for Money Borrowed) for accounts payable or other claims (including claims for labor, services, materials and supplies) incurred in the ordinary course of business, provided that all such accounts and claims shall be promptly paid and discharged when due or in conformity with customary trade terms, except for those being contested in good faith by the obligor and the payment of which is not at the time required by Section 8.03;

     (6) contingent liabilities resulting from the endorsement of negotiable instruments in the ordinary course of business;

     (7) indebtedness constituting Assurances of the Company permitted by Section 9.06;

     (8) Indebtedness for Money Borrowed of the Company owing to any Subsidiary, but only if permitted by Section 9.08;

     (9) indebtedness secured by Liens described in clause (i), clause (l) and clause (m) of the definition of “Permitted Liens” in Section 2.01;

     (10) Hedging Obligations of the Company, provided that (i) such obligations are (or were) entered into by the Company in the ordinary course of business and not for purposes of speculation, and (ii) the agreement or document

45

creating such obligations does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

     (11) Indebtedness for Money Borrowed of the Company not otherwise permitted by the foregoing provisions of this Section 9.05(a) if (A) immediately after giving effect to the incurrence or assumption thereof by the Company, the Company is in compliance with Sections 9.01, 9.02 and 9.03 and (B) at the time of the incurrence or assumption thereof by the Company and immediately thereafter, no Default shall exist;

     (12) Non-Domestic Indebtedness, so long as the aggregate amount of all such Non-Domestic Indebtedness together with the indebtedness described in clause (10) and clause (11) of Section 9.05(b) does not exceed the greater of $20,000,000 or 7.5% of Consolidated Net Worth, and;

     (13) Permitted Refinancing Indebtedness with respect to Indebtedness for Money Borrowed described in each of the other clauses of this Section 9.05(a) so long as the Company shall be in compliance with the specific limitations set forth in each of such clauses.

     (b) The Company will not permit any Subsidiary to incur, create, assume or have outstanding any indebtedness, except:

     (1) (A) indebtedness of Subsidiaries arising out of this Agreement and the other Loan Documents, (B) indebtedness of Subsidiaries arising out of the 1995 Guaranty, (C) indebtedness of Subsidiaries arising out of the 1997 Guaranty, and (D) indebtedness of Subsidiaries arising out of the 2002 Guaranty;

     (2) Assurances issued by the Subsidiaries pursuant to the Existing Bank Loan Agreement;

     (3) purchase money indebtedness (not to exceed the greater of $10,000,000 or 2% of the Consolidated Assets in the aggregate for the Company and all Subsidiaries at any time outstanding);

     (4) current liabilities for taxes and assessments incurred in the ordinary course of business and not yet due, and other liabilities for unpaid taxes being contested in good faith by the obligor the payment of which is not at the time required by Section 8.03;

     (5) current indebtedness (other than Indebtedness for Money Borrowed) for accounts payable or other claims (including claims for labor, services, materials and supplies) incurred in the ordinary course of business, provided that all such accounts and claims shall be promptly paid and discharged when due or in conformity with customary trade terms, except for those being contested in good faith by the obligor and the payment of which is not at the time required by Section 8.03;

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     (6) contingent liabilities resulting from the endorsement of negotiable instruments in the ordinary course of business;

     (7) indebtedness constituting Assurances of Subsidiaries permitted by Section 9.06;

     (8) Indebtedness for Money Borrowed of any Subsidiary owing to the Company or to any other Subsidiary, but only if permitted by Section 9.08;

     (9) indebtedness secured by Liens described in clause (i), clause (l) and clause (m) of the definition of “Permitted Liens” in Section 2.01;

     (10) indebtedness of Non-Domestic Subsidiaries or Non-Wholly-Owned Subsidiaries so long as the aggregate amount of all such indebtedness together with the indebtedness described in clause (11) of this Section 9.05(b) does not at any time exceed the greater of $20,000,000 or 7.5% of Consolidated Net Worth;

     (11) in the case of any Wholly-Owned Subsidiary acquired by the Company after the date hereof in accordance with Section 9.17(a)(1), all indebtedness of such Subsidiary outstanding on the date of its acquisition by the Company, but only if (i) the amount of such indebtedness, when aggregated with the total amount of all other indebtedness of all Persons (including such Wholly-Owned Subsidiary) outstanding pursuant to this clause (11), and all indebtedness described in clause (10) of this Section 9.05(b), does not exceed the greater of $20,000,000 or 7.5% of Consolidated Net Worth and (ii) such indebtedness was incurred, created or assumed by such Subsidiary prior to its acquisition by the Company and not in anticipation of, or in connection with, such acquisition;

     (12) Hedging Obligations of any Subsidiary, provided that (i) such obligations are (or were) entered into by such Subsidiary in the ordinary course of business and not for purposes of speculation, and (ii) the agreement or document creating such obligations does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

     (13) other indebtedness of any Subsidiary not otherwise permitted by the foregoing provisions of this Section 9.05(b), but only if such indebtedness is outstanding on the date hereof and described in Schedule VIII and (B) excluding any extensions, renewals and rearrangements of such indebtedness; and

     (14) Permitted Refinancing Indebtedness with respect to Indebtedness for Money Borrowed described in each of the other clauses of this Section 9.05(b) so long as the Company shall be in compliance with the specific limitations set forth in each of such clauses.

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     9.06 Assurances.

     The Company will not, and will not permit any Subsidiary to, enter into, assume or become or be liable in respect of any Assurance, except for (i) Assurances by the Company of indebtedness of Subsidiaries permitted by Section 9.05(b), (ii) Assurances by one or more Guarantors of indebtedness (other than the Obligations) of the Company permitted by Section 9.05(a) (including, without limitation, Hedging Obligations) but only if and so long as the Guaranty is in full force and effect, (iii) Assurances of the Guarantors evidenced by the Guaranty, (iv) Assurances by the Company and the Guarantors of the Non-Domestic Indebtedness, (v) Assurances under any of the Material Contracts, (vi) Consumer Obligations, and (vii) other Assurances not otherwise permitted by this Section 9.06 but only to the extent that the aggregate amount of all indebtedness relating to such Assurances does not exceed $5,000,000.

     9.07 Negative Pledge.

     The Company will not, and will not permit any Subsidiary to, assume, create or suffer to exist any Lien upon any of its Properties (whether now owned hereafter acquired) except Permitted Liens.

     9.08 Limitation on Investments.

     The Company will not, and will not permit any Subsidiary to, make or have outstanding any Investments in any Person, except for:

     (a) pawn transactions and pawn loans made in the ordinary course of business;

     (b) travel advances and other similar advances made to employees in the ordinary course of business;

     (c) consumer loans, advances and extensions of credit (in the form of accounts receivable or otherwise) made to customers in the ordinary course of business;

     (d) advances and deposits made by the Company or any Subsidiary in the ordinary course of business in connection with products or services provided to the Company or such Subsidiary, as the case may be, or in connection with leases of real property;

     (e) in the case of the Company or any Subsidiary, Investments in Non-Domestic and Non-Wholly Owned Subsidiaries (including Subsidiaries acquired after the date hereof in accordance with Section 9.17(a)(1)) resulting from its acquisition or ownership of Stock of, or capital contributions to, such Subsidiaries but, in each case, only to the extent not prohibited by Section 9.17(a), provided that after giving effect to each such Investment the aggregate book value of all Investments of the Company and all Subsidiaries in Non-Domestic Subsidiaries and Non-Wholly-Owned Subsidiaries at such time does not exceed 10% of Consolidated Net Worth;

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     (f) in the case of any Subsidiary, Investments in the Company;

     (g) loans and advances by the Company to any Wholly-Owned Subsidiary;

     (h) loans and advances made by any Subsidiary to the Company or to any Wholly-Owned Subsidiary;

     (i) Temporary Cash Investments;

     (j) to the extent permitted by applicable law, loans to officers of the Company and Subsidiaries in an aggregate amount not exceeding $5,000,000 at any one time outstanding;

     (k) Assurances permitted in Section 9.06;

     (l) other Investments not otherwise permitted by this Section 9.08, but only if owned by the Company and/or any Subsidiary on the date hereof and described in Schedule XI; and

     (m) other Investments made after the date hereof and not otherwise permitted by this Section 9.08, provided that neither the Company nor any Subsidiary shall make any Investment under this clause (m) if a Default shall be in existence immediately before or after such Investment or if the amount of such Investment, when aggregated with the total amount of all other Investments then outstanding under this clause (m), exceeds 7.5% of Consolidated Net Worth as of the date of such Investment.

     9.09 Alteration of Contracts, Etc.

     The Company will not, and will not permit any Subsidiary to, (a) cancel, terminate, surrender, release, alter, amend, modify or supplement any Material Contract or Applicable Permit, (b) waive timely performance of any of the provisions of any Material Contract or Applicable Permit or (c) consent or agree to, or permit, any of the foregoing, provided that any such action may be taken if the Company shall determine in good faith that such action could not reasonably be expected to have a Material Adverse Effect.

     9.10 Transactions with Affiliates.

     The Company will not, and will not permit any Subsidiary to, enter into any transaction with, or pay any management fees to, any of its Affiliates except in the ordinary course of business and then only upon terms that are no less favorable to Company or such Subsidiary, as the case may be, than would be obtainable at the time in arms’-length transactions with Persons which are not Affiliates of the Company or such Subsidiary, as the case may be, provided that this Section 9.10 shall not apply to transactions between the Company and any Wholly-Owned Subsidiary or to any management fees payable by any Subsidiary to the Company or any Wholly-Owned Subsidiary.

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     9.11 Limitation on Sale or Issuance of Subsidiary Stock.

     (a) The Company will not permit any Subsidiary to issue or sell any shares of Stock (or any securities convertible into or exchangeable for or carrying rights to subscribe for shares of Stock) of such Subsidiary to any Person if after giving effect thereto the Company would be in violation of its obligations set forth in Section 9.08.

     (b) The Company will not (i) sell, transfer or otherwise dispose of any shares of Stock (or any securities convertible into or exchangeable for or carrying rights to subscribe for shares of Stock) of any Subsidiary or (ii) permit any Subsidiary to sell, transfer or otherwise dispose of any shares of Stock (or any securities, convertible into or exchangeable for or carrying rights to subscribe for shares of Stock) of any other Subsidiary.

     9.12 Limitation on Sale of Properties.

     The Company will not, and will not permit any Subsidiary to, sell, assign, convey, exchange, lease or otherwise dispose of any of its Properties (including accounts receivable and pawn loans), whether now owned or hereafter acquired, except in the ordinary course of its business; provided, however, that the Company and the Subsidiaries may sell Properties during any Fiscal Year having an aggregate net book value (at the time of the disposition thereof) not in excess of 7.5% of Consolidated Net Worth as at the end of the immediately previous Fiscal Year and, provided further, that this Section 9.12 shall not operate to prevent the transactions permitted by Section 9.11 or Section 9.13 or any sale, transfer or lease of Property by a Wholly-Owned Subsidiary to the Company or to another Wholly-Owned Subsidiary and, provided further, that the Company will not, and will not permit any Subsidiary to, sell, assign, discount or otherwise dispose of any accounts receivable, except in the ordinary course of business consistent with the Company’s collection practices as in effect from time to time and not a part of a financing.

     9.13 Dissolution; Liquidation; Merger; Consolidation.

     The Company will not, and will not permit any Subsidiary to, dissolve or liquidate or consolidate or merge with, or sell, assign, convey, exchange, lease or otherwise dispose of its Properties as an entirety or substantially as an entirety to, any other Person except that:

     (a) any corporation may consolidate with or merge into the Company if (i) the Company shall be the surviving corporation, (ii) immediately after giving effect to such transaction, (A) no Default or Event of Default shall have occurred and be continuing, (B) the Company is solvent and no less creditworthy than immediately prior to the consummation of such transaction and (C) the consummation of such transaction did not have, and could not reasonably be expected to have, a Material Adverse Effect and (iii) each Holder shall have received an Officers’ Certificate, dated not more than 10 days prior to the effective date of such transaction, describing such transaction and stating that such transaction is permitted by this Section 9.13;

     (b) the Company may consolidate with or merge into, or sell, assign, convey, exchange, lease or otherwise dispose of its Properties as an entirety or substantially as an

50

entirety to, any Person if (i) such Person shall be a solvent corporation organized under the laws of any state of the United States of America, (ii) such Person shall, by written instrument in form and substance acceptable to the Required Holders, expressly and unconditionally assume, agree to pay and perform all the Obligations and to be bound by this Agreement and the other Loan Documents the same as if such Person had originally executed this Agreement in place of the Company and had been the original maker of the Notes, (iii) immediately after giving effect to such transaction, (A) no Default or Event of Default shall have occurred and be continuing, (B) such Person is no less creditworthy than was the Company immediately prior to the consummation of such transaction and (C) the consummation of such transaction did not have, and could not be reasonably expected to have, a Material Adverse Effect and (iv) each Holder shall have received an Officers’ Certificate, dated not more than ten days prior to the effective date of such transaction, describing such transaction and stating that such transaction is permitted by this Section 9.13;

     (c) any Wholly-Owned Subsidiary may consolidate with or merge into, or sell, assign, convey, exchange, lease or otherwise dispose of its Properties as an entirety or substantially as an entirety to, the Company or any other Wholly-Owned Subsidiary; and

     (d) any Wholly-Owned Subsidiary may consolidate or merge with any Person solely for the purpose of the Company’s acquisition of such Person in accordance with Section 9.17(a)(1).

     9.14 Change of Name, Fiscal Year and Method of Accounting.

     The Company will not, and will not permit any Subsidiary to, (i) change its name, except for Subsidiary name changes that could not be reasonably expected to have a Material Adverse Effect, (ii) change its fiscal year, (iii) change its principal accounting firm to an accounting firm other than an Independent Registered Public Accounting Firm or (iv) change its method of accounting unless required under GAAP.

     9.15 Lines of Business.

     The Company will not, and will not permit any Subsidiary to, engage in any business other than (i) the pawnshop business, (ii) the business of cashing checks and conducting related cash dispensing transactions, (iii) the business of offering consumer loans and other consumer financial services, and (iv) activities related to the above.

     9.16 Amendment of Organizational Documents.

     The Company will not, and will not permit any Subsidiary to, amend its Organizational Documents if such action could reasonably be expected to have a Material Adverse Effect.

     9.17 Limitation on Acquisition of New Subsidiaries.

     (a) The Company will not, and will not permit any Subsidiary to, (i) acquire any Stock of any Person, (ii) enter into any partnership or joint venture or (iii) take any

51

action which would result in the Company having any Subsidiary other than those listed in Schedule II except that, from time to time, the Company may:

     (1) acquire (whether by purchase, merger or other similar transaction) any Person, but only if:

(A)	immediately after giving effect to such acquisition, such Person shall constitute a Wholly-Owned Subsidiary or, a Non-Wholly Owned Subsidiary subject to limits set forth in Section 9.08(e) hereof;
(B)	immediately after giving effect to such acquisition, no Default shall be in existence, and the consummation of such acquisition did not have, and could not be reasonably expected to have, a Material Adverse Effect;
(C)	each Holder shall have received an Officers’ Certificate, dated not more than ten days prior to the effective date of such acquisition, describing such acquisition (including the name of such Person and the business conducted by it) and stating that such acquisition is permitted by this Section 9.17, which Officers’ Certificate shall be accompanied by complete and accurate copies of the Organizational Documents of such Person;
(D)	promptly (and in any event within 15 days) after the consummation of such acquisition, such Person (if such Person is organized under the laws of the United States of America or any state or political subdivision thereof) shall duly authorize, execute and deliver to each Holder an instrument in writing pursuant to which such Person agrees to become a Guarantor under, and to be bound as a Guarantor by the terms of, the Guaranty and the Subrogation and Contribution Agreement; and
(E)	promptly (and in any event within 15 days) after the consummation of such acquisition, if an opinion of counsel to the Company, any Subsidiary or such Person is delivered to any other holder of Indebtedness for Money Borrowed of the Company in connection with such acquisition, the Company shall obtain or cause to be provided in favor of the Holders an opinion of counsel satisfactory to the Required Holders that opines (a) to such Person’s (i) existence and good standing in its jurisdiction of formation, (ii) due authority to become a Guarantor under, and to be bound as a Guarantor by the terms of, the Guaranty and the Subrogation and Contribution Agreement and (iii) due execution, delivery and performance of the Guaranty and the Subrogation and Contribution Agreement, and (b) to the enforceability of the Guaranty and the Subrogation and Contribution Agreement against such Person; and

52

     (2) create or form a new corporation or limited partnership (the “New Entity”) and thereupon cause the New Entity to become a Wholly-Owned Subsidiary, but only if:

(A)	no Default shall exist immediately after the New Entity becomes a Subsidiary;
(B)	subject to paragraph (b) below, promptly (and in any event within 15 days) after its creation or formation, the New Entity (if such New Entity is organized under the laws of the United States of America or any state or political subdivision thereof) shall duly authorize, execute and deliver to each Holder an instrument in writing pursuant to which the New Entity agrees to become a Guarantor under, and to be bound as a Guarantor by the terms of, the Guaranty and the Subrogation and Contribution Agreement;
(C)	except as required by clause (B) above, the New Entity shall not conduct any business prior to becoming a Subsidiary;
(D)	subject to paragraph (b) below, promptly (and in any event within 15 days) after the creation or formation of the New Entity, the Company shall deliver to each Holder an Officers’ Certificate notifying the Holders of the formation or creation of the New Entity, which Officers’ Certificate shall (i) specify the name of the New Entity and the jurisdiction of its incorporation or formation, (ii) describe, in reasonable detail, the business proposed to be conducted by the New Entity, (iii) state that the Company is authorized to form or create the New Entity and to cause it to become a Subsidiary in accordance with this Section 9.17 and (iv) be accompanied by complete and accurate copies of the Organizational Documents of the New Entity; and
(E)	promptly (and in any event within 15 days) after the consummation of such acquisition, if an opinion of counsel to the Company, any Subsidiary or such Person is delivered to any other holder of Indebtedness for Money Borrowed of the Company in connection with such acquisition, the Company shall obtain or cause to be provided in favor of the Holders an opinion of counsel satisfactory to the Required Holders that opines (a) to such Person’s (i) existence and good standing in its jurisdiction of formation, (ii) due authority to become a Guarantor under, and to be bound as a Guarantor by the terms of, the Guaranty and the Subrogation and Contribution Agreement and (iii) due execution, delivery and performance of the Guaranty and the Subrogation and Contribution Agreement, and (b) to the enforceability of the Guaranty and the Subrogation and Contribution Agreement against such Person; and

53

     (b) In no event shall any New Entity created or formed pursuant to paragraph (a)(2) above be required to execute and deliver a written instrument with respect to the Guaranty as contemplated by clause (B) thereof nor shall the Company be required to deliver the documents described with respect to such New Entity in clause (D) thereof until the earlier of (i) the date on which the Company makes an Investment in such New Entity (other than the incurrence of routine organizational expenses and other than capital contributions totaling less than $250,000) and (ii) the date on which such New Entity first conducts business.

     (c) Subject to provisions of Sections 9.08(e), nothing in this Section 9.17 shall operate to prevent any transaction permitted by Section 9.08 or Section 9.13.

     (d) If any Person becomes a Subsidiary at any time after the date hereof, such Person shall be deemed to have incurred or made, as the case may be, at the time it becomes a Subsidiary (i) all Assurances, indebtedness, loans, advances and Investments of such Person which are outstanding at such time and (ii) all Liens then in effect with respect to any of its Properties.

     (e) Notwithstanding the foregoing, in no event shall any Non-Domestic Subsidiary be required to be or become a Guarantor so long as such Non-Domestic Subsidiary is not obligated as a guarantor or obligor for any Indebtedness for Money Borrowed of the Company or any Subsidiary.

     9.18 ERISA.

     The Company will not, and will not permit any Subsidiary or Related Person to,

     (a) engage in any transaction in connection with which the Company or any Subsidiary could be subject to either a civil penalty assessed pursuant to section 502(i) of ERISA or a tax imposed by section 4975 of the Code, terminate any Plan (other than a multiemployer plan) in a manner, or take any other action with respect to any such Plan, which could result in any liability of the Company or any Subsidiary to the Pension Benefit Guaranty Corporation, fail to make full payment when due of all amounts which, under the provisions of applicable law, or the terms of any Plan or collective bargaining agreement, the Company or any Subsidiary is required to pay as contributions thereto, or permit to exist any accumulated funding deficiency, whether or not waived, with respect to any Plan (other than a multiemployer plan), if, in any such case, such penalty or tax or such liability, or the failure to make such payment, or the existence of such deficiency, as the case may be, could reasonably be expected to have a Material Adverse Effect;

     (b) permit the aggregate present value of all benefit liabilities under all Plans maintained at such time by the Company, any Subsidiary and any Related Persons (other than multiemployer plans) that are subject to Title IV of ERISA to exceed the aggregate current value of the assets of such Plans allocable to such benefit liabilities by more than $500,000; or

54

     (c) permit the aggregate complete or partial withdrawal liability under Title IV of ERISA with respect to multiemployer plans incurred by the Company, the Subsidiaries and Related Persons to exceed $250,000.

As used in this Section 9.18, (i) the term “accumulated funding deficiency” has the meaning specified in section 302 of ERISA and section 412 of the Code, (ii) the terms “present value,” “benefit liabilities” and “current value” have the respective meanings specified in sections 3 and 4001 of ERISA and (iii) “multiemployer plan” means a Plan which is a “multiemployer plan” as defined in section 4001(a)(3) of ERISA.

     9.19 No Inconsistent Agreements.

     The Company will not enter into, assume or otherwise become obligated under any agreement or instrument which restricts the ability of the Company to consummate the Private Placement or perform its obligations under any Loan Document.

10. EVENTS OF DEFAULT

     10.01 Events of Default.

     If any of the following events (each such event being an “Event of Default”) shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise):

     (a) the Company shall fail to pay when due under this Agreement any principal of or premium, if any, on any Note; or

     (b) any Loan Party shall fail to pay any interest, premium or other Obligation when due under any Loan Document, and such failure shall have continued for five days; or

     (c) any representation or warranty made by or on behalf of any Loan Party in any Loan Document shall prove to be untrue or inaccurate as of the date hereof or as of the Closing Date; or

     (d) any representation or warranty made by or on behalf of any Loan Party in any certificate, statement or other writing furnished to any Holder after the date hereof in connection with or pursuant to any Loan Document shall prove to be untrue or inaccurate in any material respect as of the date on which such representation or warranty is made; or

     (e) the Company shall fail to perform or observe any covenant or agreement contained in Section 8.01(h), Sections 9.01 through 9.04 or Sections 9.10 through 9.12; or

     (f) the Company shall fail to perform or observe any other covenant, agreement, term or condition contained in any Loan Document and such failure shall not be remedied within 30 consecutive days after the earlier of (i) the date on which such

55

failure became known to any Responsible Officer of the Company and (ii) the date on which written notice thereof shall have been received by the Company from any Holder; or

     (g) any Guarantor shall fail to perform or observe any agreement contained in its Guaranty; or

     (h) any Loan Party or any Subsidiary shall (i) default in any payment of principal of or interest on any other indebtedness in excess of $2,500,000 (or its equivalent in another currency) beyond any period of grace provided with respect thereto or (ii) fail to perform or observe any other covenant or agreement contained in any agreement under which any such indebtedness is created or outstanding within any applicable grace period provided therein (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is (A) to cause such indebtedness to become due prior to its stated maturity or (B) to permit the holder or holders of such indebtedness (or any Person acting on behalf of such holder or holders) to cause such indebtedness to become due prior to its stated maturity; or

     (i) the Company or any Subsidiary shall make an assignment for the benefit of creditors or shall fail to generally pay its debts as such debts become due; or

     (j) any decree or order for relief in respect of the Company or any Subsidiary shall be entered under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law, whether now or hereafter in effect, of any jurisdiction (herein called the “Bankruptcy Law”) and such decree or order remains unstayed and in effect for more than 60 days; or

     (k) the Company or any Subsidiary petitions or applies to any tribunal for, or consents to, the appointment of, or taking possession by, a trustee, receiver, custodian, liquidator or similar official of such Person, or of any substantial part of the assets of such Person, or commences a voluntary case under the federal Bankruptcy Law or any proceedings relating to such Person under the Bankruptcy Law of any other jurisdiction; or

     (l) any such petition or application is filed, or any such proceedings as described in clause (k) above are commenced, against the Company or any Subsidiary and such Person by any act indicates its approval thereof, consent thereto or acquiescence therein; or

     (m) an order, judgment or decree is entered appointing any such trustee, receiver, custodian, liquidator or similar official, or approving the petition in any such proceedings, and such order, judgment or decree remains unstayed and in effect for more than 60 consecutive days; or

     (n) any order, judgment or decree is entered in any proceedings against the Company or any Subsidiary decreeing the dissolution, winding-up or liquidation of such

56

Person and such order, judgment or decree remains unstayed and in effect for more than 60 consecutive days; or

     (o) any order, judgment or decree is entered in any proceedings against the Company or any Subsidiary decreeing a split-up of such Person which requires the divestiture of assets and such order, judgment or decree remains unstayed and in effect for more than 60 consecutive days; or

     (p) any final judgment or final judgments for the payment of money in excess of the sum of $1,000,000 in the aggregate shall be rendered against the Company or any Subsidiary and such judgment or judgments shall not be satisfied, discharged or stayed (with sufficient reserves having been set aside by the Company or such Subsidiary to pay such judgment or judgments) at least ten days prior to the date on which any of its assets could be lawfully sold to satisfy such judgment; or

     (q) this Agreement or any other Loan Document shall at any time, for any reason, cease to be in full force and effect or shall be declared to be null and void in whole or in any material part by the final judgment of any court or other Governmental Authority having jurisdiction in respect thereof, or the validity or the enforceability of this Agreement or any other Loan Document shall be contested by or on behalf of any Loan Party, or any Loan Party shall renounce this Agreement or any other Loan Document, or deny that it is bound by the terms hereof or thereof or has any further liability hereunder or thereunder; or

     (r) the Company or any Subsidiary shall have (i) concealed or removed, or permitted to be concealed or removed, any part of its Property with the intent to hinder, delay or defraud its creditors or any of them or (ii) made or suffered a transfer under any bankruptcy, fraudulent conveyance or similar law;

then (i) if such event is an Event of Default specified in clauses (i), (j), (k), (l) or (m) of this Section 10.01, all of the Notes shall thereupon be and become automatically due and payable together with interest accrued thereon and together with the Make-Whole Premium, if any, with respect to each Note, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by the Company, (ii) if such event is an Event of Default specified in clause (a) or clause (b) (but only with respect to the failure of any Loan Party to pay interest) of this Section 10.01, any Holder may at its option, by notice in writing to the Company, declare all of the Notes held by such Holder to be, and all of such Notes shall thereupon be and become, immediately due and payable together with interest accrued thereon and together with the Make-Whole Premium, if any, with respect to each such Note, without presentment, demand, protest, notice of intent to accelerate or other notice of any kind, all of which are hereby waived by the Company, and (iii) if such event is any other continuing Event of Default, the Holders of at least 66-2/3% of the aggregate principal amount of the Notes at the time outstanding may at their option, by notice in writing to the Company, declare all of the Notes to be, and all of the Notes shall thereupon be and become, immediately due and payable together with interest accrued thereon and together with the Make-Whole Premium, if any, with respect to each Note, without presentment, demand, protest, notice of intent to accelerate or other notice of any kind, all of which are hereby waived by the Company;

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provided that in the case of each acceleration of the Notes solely on account of any Default (other than a payment default) described in clause (c), (d), (e), (f), (g), (h) or (p) of this Section 10.01, the Make-Whole Premium, if any, with respect to each Note shall be due and payable upon such acceleration only if such Default is the result of an intentional or willful act of the Company or any Affiliate of the Company.

     At any time after the principal of, and interest accrued on, any or all of the Notes are declared due and payable pursuant to this Section 10.01, the Holders of at least 66-2/3% of the aggregate principal amount of the Notes at the time outstanding may at their option, by written notice to the Company, rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, the principal of and premium, if any, on any Notes which have become due otherwise than by reason of such declaration, and interest on such overdue principal and premium and (to the extent permitted by applicable law) any overdue interest in respect of such Notes at a rate per annum from time to time equal to the Default Rate, (b) the Company has paid all sums paid or advanced by any Holder under any Loan Document (other than the loans evidenced by the Notes), (c) all Defaults, other than nonpayment of amounts which have become due solely by reason of such declaration, have been cured or waived pursuant to Section 11.03, and (d) no judgment or decree has been entered for the payment of any monies due pursuant to the Notes or any other Loan Document; but no such rescission and annulment shall extend to or affect any subsequent Default or impair any right consequent thereon.

     10.02 Other Remedies.

     If any Event of Default shall occur and be continuing, any Holder may proceed to protect and enforce its rights under this Agreement and the other Loan Documents by exercising such remedies as are available to such Holder in respect thereof under applicable law, either by suit in equity or by action at law, or both, whether for specific performance of any covenant or other agreement contained in this Agreement or any other Loan Document or in aid of the exercise of any power granted in this Agreement or in any other Loan Document, or such Holder may proceed to enforce the payment of all Obligations or to enforce any other legal or equitable right of such Holder.

11. MISCELLANEOUS

     11.01 Note Payments.

     (a) The Company agrees that, so long as the Purchasers or their respective nominees shall hold any Note, it will make payments of principal thereof (and premium if any, and interest thereon) which comply with the terms of this Agreement, by electronic funds transfer to the account or accounts of the Purchasers as specified in Schedule I or such other account or accounts in the United States of America as the Purchasers may designate in writing, notwithstanding any contrary provision herein or in any Note with respect to the place of payment.

     (b) The Purchasers agree that, before disposing of any Note, they will make a notation thereon (or on a schedule attached thereto) of all principal payments previously

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made thereon and of the date to which interest thereon has been paid, provided that the failure to so endorse or any error in so endorsing any such amount on such schedule (or on a continuation thereof) shall not limit or otherwise affect the obligation of the Company or any other Loan Party to pay the Obligations.

     (c) The Company agrees to afford the benefits of paragraph (a) of this Section 11.01 to any Transferee which shall have made the same agreement as the Purchasers have made in paragraph (b) of this Section 11.01.

     11.02 Expenses.

     (a) Whether or not the transactions contemplated by this Agreement shall be consummated, the Company will pay and will indemnify and hold harmless the Purchasers and each other Indemnitee in respect of all reasonable expenses in connection with such transactions and in connection with any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement, the Notes or any other Loan Document, including: (i) the reasonable costs and expenses of preparing and reproducing this Agreement, the Notes and the other Loan Documents, of furnishing all opinions of counsel referred to herein and all certificates on behalf of the Company and the Subsidiaries, and of the performance of and compliance with all agreements and conditions contained herein and in the other Loan Documents on the part of the Company and the Subsidiaries to be performed or complied with, (ii) the cost of delivering to the principal office of the Purchasers, insured to the satisfaction of the Purchasers, the Notes originally issued to the Purchasers hereunder and any Notes delivered to the Purchasers upon any substitution of such Notes and of the Purchasers delivering any Notes, insured to the satisfaction of the Purchasers, upon any such substitution, (iii) the reasonable fees, expenses and disbursements of special counsel to the Purchasers in connection with such transactions (including the costs and expenses incurred in connection with obtaining a private placement number) and any such amendments or waivers (whether or not such amendments or waivers become effective), and (iv) the reasonable costs and expenses, including attorneys’ fees, incurred by the Purchasers or any Transferee in enforcing any rights under this Agreement or the other Loan Documents or in responding to any subpoena or any other legal process issued in connection with this Agreement, the other Loan Documents or the Overall Transaction or by reason of the Purchasers’ or any Transferee’s having acquired any Note, including reasonable costs and expenses incurred in any bankruptcy case.

     (b) The Company also will pay, and will indemnify, and hold the Purchasers and each other Indemnitee harmless from, all claims in respect of the fees, if any, of brokers and finders engaged by or on behalf of the Company.

     (c) In furtherance of the foregoing, at the Closing the Company will pay the reasonable fees and disbursements of Bingham McCutchen LLP, special counsel to the Purchasers, which are reflected as unpaid in the statement of special counsel to the Purchasers delivered to the Company at or prior to the time of Closing.

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     (d) The obligations of the Company under this Section 11.02 shall survive the transfer of any Note or portion thereof or interest therein by the Purchasers or any Transferee and the payment of the Notes.

     (e) In the event any Holder or Holders propose to engage special counsel in connection with any amendments or waivers requested by the Company under or in respect of this Agreement or any other Loan Document, such Holder or Holders agree to engage only one special counsel for each such matter and to use reasonable efforts to cause such special counsel to furnish the Company with an estimate of the total fees, expenses and disbursements to be incurred by such special counsel in connection with such engagement, provided that the failure (for any reason) of such special counsel to provide such an estimate (nor any error therein or deviation therefrom) shall not relieve the Company of any of its obligations under this Section 11.02.

     11.03 Consent to Waivers and Amendments.

     (a) This Agreement and the other Loan Documents may be amended, and the Company may take any action herein or therein prohibited, or omit to perform any act herein or therein required to be performed by it, if the Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holders except that, without the written consent of the Holder or Holders of all Notes at the time outstanding, no amendment to this Agreement or any other Loan Document shall change the maturity of any Note, or change the principal of, or the rate or time of payment of interest or any premium payable with respect to any Note, or affect the time, amount or allocation of any required prepayments, or alter or amend the right of any Holder to declare all of the Notes held by such Holder to be due and payable in accordance with the provisions of Section 10.01 or change or modify any of the provisions of this Section 11.03. Each Holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this Section 11.03, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent.

     (b) Executed or true and correct copies of any consent, waiver and amendment effected pursuant to the provisions of this Section 11.03 shall be delivered by the Company to each Holder forthwith following the date on which the same shall have been executed and delivered by the Required Holders.

     (c) No course of dealing between the Company and the Holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any Holder of such Note.

     11.04 Solicitation of Holders.

     The Company will not solicit, request or negotiate for or with respect to any proposed consent, waiver or amendment of any of the provisions of this Agreement or any other Loan Document unless each Holder shall concurrently be informed thereof in writing by the Company and shall be afforded the opportunity to consider the same and shall be supplied by the Company

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with sufficient information to enable it to make an informed decision with respect thereto. The Company will not pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any Holder as consideration for or as an inducement to the entering into by any such Holder of any waiver or amendment of any of the terms and provisions of this Agreement or any other Loan Document unless such remuneration is concurrently paid, on the same terms, ratably to each Holder.

     11.05 Form, Registration, Transfer and Exchange of Notes; Lost Notes.

     (a) The Notes are issuable as registered notes without coupons in minimum denominations equal to $1,000,000 (except as may be necessary to reflect any principal amount not evenly divisible by $1,000,000). The Company shall keep at its principal executive office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal executive office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of the designated Transferee or Transferees. Every Note surrendered for registration of transfer shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the Holder of such Note, or such Holder’s attorney, duly authorized in writing.

     (b) At the option of any Holder, any Note held by such Holder may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the Holder making the exchange is entitled to receive.

     (c) Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were called by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the Holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such Holder’s unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

     11.06 Persons Deemed Owners.

     Prior to due presentment for registration of transfer, the Company may treat the Person in whose name any Note is registered in accordance with Section 11.05 as the owner and Holder of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note shall be overdue, and the Company shall not be affected by notice to the contrary.

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     11.07 Reliance on and Survival of Representations and Warranties.

     (a) All of the representations and warranties of the Loan Parties contained in the Loan Documents or in any certificates or other instruments delivered by any Loan Party at or after the Closing pursuant to any Loan Document shall (i) survive the execution and delivery of this Agreement, the Notes and the other Loan Documents, the transfer by the Purchasers of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by the Purchasers or any Transferee, regardless of any investigation made at any time by or on behalf of the Purchasers, any Transferee or any other Person and (ii) be deemed to be material and to have been relied upon by each Holder, notwithstanding any investigation heretofore or hereafter made by or on behalf of any Holder.

     (b) All representations, warranties and covenants contained herein made by the Purchasers or any Holder shall survive the execution and delivery of this Agreement, the Notes and the other Loan Documents, and may be relied upon by the Company and its successors and assigns. No Holder (including the Purchasers) shall be responsible for the truth, correctness or performance of the representations or warranties of the Company, the Guarantors or any other Holder (including any Transferee).

     11.08 Successors and Assigns.

     All covenants and other agreements in this Agreement contained by or on behalf of either of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto (including, without limitation, any Transferee) whether so expressed or not. Each Transferee, by taking any Note, shall be deemed to have made the representation contained in Part 1 of Schedule XII and at least one of the representations contained in Part 2 of Schedule XII and to have agreed to be bound by the terms and conditions of this Agreement.

     11.09 Notices.

     All written communications provided for hereunder shall be sent by first class mail or nationwide overnight delivery service (with charges prepaid) and (a) if to the Purchasers, addressed to it at the address specified for such communications in Schedule I, or at such other address as the Purchasers shall have specified to the Company in writing, (b) if to any other Holder, addressed to such other Holder at such address as such other Holder shall have specified to the Company in writing or, if any such other Holder shall not have so specified an address to the Company, then addressed to such other Holder in care of the last holder of such Note which shall have so specified an address to the Company and (c) if to the Company, addressed to it at 1600 West 7^th Street, Fort Worth, Texas 76102-2599, Attention: President, or at such other address as the Company shall have specified to each Holder in writing.

     11.10 Substitution of Purchasers.

     The Purchasers shall have the right, by written notice to the Company, to substitute any one of its Affiliates as the purchaser of the Notes, which notice shall be signed by both the Purchasers and such Affiliate and shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of

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the representation contained in Part 1 of Schedule XII and of at least one of the representations set forth in Part 2 of Schedule XII. Upon receipt of such notice, wherever the word “Purchaser” is used in this Agreement (other than in this Section 11.10) or any other Loan Document or certificate, opinion or other instrument delivered or to be delivered pursuant hereto or thereto, such word shall be deemed to refer to such Affiliate in lieu of the Purchaser. In the event such Affiliate is so substituted as a purchaser hereunder and such Affiliate thereafter transfers to the Purchaser all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, wherever the word “Purchaser” is used in this Agreement or any other Loan Document or certificate, opinion or other instrument delivered or to be delivered pursuant hereto or thereto, such word shall no longer be deemed to refer to such Affiliate, but shall refer to the Purchaser, and the Purchaser shall have all the rights of an original Holder of the Notes under this Agreement.

     11.11 Satisfaction Requirement.

     If any agreement, certificate or other writing, or any action taken or to be taken, is by the terms of this Agreement required to be satisfactory to the Purchasers or to the Required Holders, the determination of such satisfaction shall be made by the Purchasers or the Required Holders, as the case may be, in the sole and exclusive judgment of the Person or Persons making such determination unless, by the terms of this Agreement, such matter is required to be reasonably satisfactory to the Purchasers or to the Required Holders, as the case may be, in which event the determination of such satisfaction shall be made by the Purchasers or the Required Holders, as the case may be, in the reasonable judgment of the Person or Persons making such determination.

     11.12 Independence of Covenants.

     All covenants contained in this Agreement shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that such action or condition would be permitted by an exception to, or otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

     11.13 Remedies Cumulative.

     No right, power or remedy granted under any Loan Document is intended to be exclusive, but each shall be cumulative and in addition to any other rights, powers or remedies referred to in such Loan Document or otherwise available at law or in equity and the exercise or beginning of exercise by any party hereto of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any or all such other rights, powers or remedies.

     11.14 Reproduction of Documents.

     This Agreement, the Notes, and the other Loan Documents and all documents relating hereto and thereto, including (a) consents, waivers and notifications which may hereafter be executed, (b) documents received by the Purchasers at the Closing and (c) financial statements, certificates and other information previously or hereafter furnished to any Holder of a Note, may

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be reproduced by such Holder or the Company by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and any original document so reproduced may be destroyed. The Company and the Purchasers agree and stipulate that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

     11.15 Notes as Securities.

     The Company and the Purchasers agree that the Notes are securities as defined in each of the Securities Act and the Exchange Act.

     11.16 Severability of Provisions.

     Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

     11.17 Interest.

     (a) Each provision in this Agreement, the Notes and the other Loan Documents is expressly limited so that in no event whatsoever shall the amount paid, or otherwise agreed to be paid, to any Holder for the use, forbearance or detention of the indebtedness evidenced by the Notes or any other Loan Document or otherwise (including any sums paid as required by any covenant or obligation contained herein or in any other Loan Document which is for the use, forbearance or detention of such money), exceed that amount of money which would cause the effective rate of interest to exceed the Highest Lawful Rate, and all amounts owed under this Agreement, the Notes and each other Loan Document shall be held to be subject to reduction to the effect that such amounts so paid or agreed to be paid which are for the use, forbearance or detention of money under this Agreement, the Notes or any other Loan Documents shall in no event exceed that amount of money which would cause the effective rate of interest to exceed the Highest Lawful Rate.

     (b) Anything in this Agreement, any Note or any other Loan Document to the contrary notwithstanding, the Company shall never be required to pay unearned interest on any Note or ever be required to pay interest on such Note at a rate in excess of the Highest Lawful Rate, and if the effective rate of interest which would otherwise be payable under this Agreement, such Note or any other Loan Document would exceed the Highest Lawful Rate, or if the Holder of such Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Company under this Agreement, such Note and the other Loan Documents to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Company under this

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Agreement, such Note and the other Loan Documents shall be reduced to the amount allowed under applicable law and (ii) any unearned interest paid by the Company or any interest paid by the Company in excess of the Highest Lawful Rate shall be in the first instance credited on the principal of such Note with the excess thereof, if any, refunded to the Company.

     (c) It is further agreed that, without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by any Holder under the Notes held by it, or under this Agreement or the other Loan Documents, which are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by usury laws applicable to such Notes (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the period of the full stated term of the loans evidenced by said Notes all interest at any time contracted for, charged or received by such Holder in connection therewith.

     (d) If, at any time and from time to time, (i) the amount of interest payable to any Holder on any date shall be computed at the Highest Lawful Rate and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to such holder would be less than the Highest Lawful Rate, then the amount of interest payable to such Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to such Holder shall equal the total amount of interest which would have been payable to such Holder if the total amount of interest had been computed without giving effect to this Section 11.17.

     11.18 Representations, Etc. Cumulative.

     All representations, covenants, agreements and indemnities contained in this Agreement shall be in addition to and cumulative of the representations, covenants, agreements and indemnities contained in the other Loan Documents.

     11.19 Submission to Jurisdiction.

     THE COMPANY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN NEW YORK, NEW YORK OVER ANY ACTION OR PROCEEDING (A) TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS AGREEMENT OR UNDER ANY OTHER LOAN DOCUMENT OR (B) ARISING FROM OR RELATING TO ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT AND THE LOAN DOCUMENTS, AND THE COMPANY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE OR FEDERAL COURT. THE COMPANY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL POSTAGE PREPAID, TO THE COMPANY AT ITS ADDRESS FOR NOTICES PURSUANT TO SECTION 11.09, SUCH SERVICE TO BECOME

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EFFECTIVE 10 DAYS AFTER SUCH MAILING. EACH SUCH SERVICE IS HEREBY ACKNOWLEDGED BY THE COMPANY TO BE SUFFICIENT, EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. IF ANY AGENT APPOINTED BY THE COMPANY REFUSES TO ACCEPT SERVICE, THE COMPANY HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. THE COMPANY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM OR VENUE TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING. THE COMPANY HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS SECTION 11.19 SHALL AFFECT THE RIGHT OF ANY HOLDER OR ANY OTHER PERSON TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW OR TO BRING ANY ACTION OR PROCEEDING AGAINST THE COMPANY OR THE PROPERTY OF THE COMPANY IN THE COURTS OF ANY OTHER JURISDICTION.

     11.20 Governing Law.

     THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.

     11.21 Indemnification.

     The Company hereby waives any claim for contribution against any Indemnitee and agrees to indemnify, exonerate and hold each Indemnitee free and harmless from and against any and all actions, causes of action, suits, citations, directives, demands, assessments, losses, liabilities, damages and expenses, including (without limitation) reasonable attorneys’ fees and disbursements and, in the case of clause (e) below, fees and disbursements of environmental consultants (collectively, the “Indemnified Liabilities”), incurred, suffered, sustained or required to be paid by the Indemnitees or any of them as a result of, or arising out of, or relating to (a) any transaction financed in whole or in part directly or indirectly with the proceeds of any of the Notes, (b) the exercise, protection or enforcement of any Holder’s rights, remedies, powers or privileges under this Agreement or any other Loan Document, (c) the breach of any representation or warranty of any Loan Party contained herein or in any other Loan Document, (d) the nonfulfillment by any Loan Party of, or its failure to perform, any of its covenants or agreements contained in this Agreement or any of the other Loan Documents or (e) the presence of Hazardous Materials on, or the escape, seepage, leakage, spillage, discharge, emission or release of Hazardous Materials from, any of the real Properties of the Company or any Subsidiary or any site, facility or location to which any material, products, waste or other substances from or attributable to the business or operations of the Company or any Subsidiary have been transported for treatment, disposal, storage or deposit, any violation of, or noncompliance with, any Environmental Law at any such Property, site, facility or location, any Environmental Claim in connection with the Company or any Property of the Company, except, in each case, for any of such Indemnified Liabilities arising on account of such Indemnitee’s

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gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of the Indemnified Liabilities that is permissible under applicable law. The obligations of the Company under this Section 11.21 shall survive the transfer and payment of the Notes.

     11.22 Survival of Indemnities, Etc.

     (a) The indemnities contained in this Agreement are cumulative and in addition to the indemnities contained in the other Loan Documents and shall survive the termination of this Agreement and the transfer and payment of the Notes.

     (b) THE INDEMNITIES CONTAINED IN THIS AGREEMENT SHALL COVER AND INCLUDE LOSSES, COSTS, EXPENSES, CLAIMS, DAMAGES, PENALTIES AND OBLIGATIONS ARISING OUT OF OR RESULTING FROM THE NEGLIGENCE OTHER THAN GROSS NEGLIGENCE OF ANY INDEMNITEE, REGARDLESS OF WHETHER SUCH NEGLIGENCE BE ORDINARY OR SOLE.

     11.23 Judgment Currency.

     (a) The obligation of the Company hereunder and under the other Loan Documents to make payments in Dollars shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than Dollars, except to the extent that such tender or recovery results in the effective receipt by each Holder of the full amount of Dollars expressed to be payable to such Holder under this Agreement or any other Loan Documents. If for the purpose of obtaining or enforcing judgment against the Company in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than Dollars (such other currency being referred to in this Section 11.23 as the “Judgment Currency”) an amount due in Dollars, the conversion shall be made, at the Dollar Equivalent, as of the Business Day immediately preceding the day on which the judgment is given (such Business Day being referred to in this Section 11.23 as the “Judgment Currency Conversion Date”). For purposes of this Section 11.23, the term “Dollar Equivalent” shall mean, with respect to any monetary amount in a currency other than Dollars, at any time for the determination thereof, the amount of Dollars obtained by converting such foreign currency involved in such computation into Dollars at the spot rate for the purchase of Dollars with the applicable foreign currency as quoted to such Holder by a nationally recognized commercial bank or investment bank, which is not affiliated with such Holder, at approximately 10:00 A.M. (New York City time) on the date of determination thereof specified herein.

     (b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Company covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange

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prevailing on the date of payment, will produce the amount of Dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.

     (c) For purposes of determining the Dollar Equivalent for this Section 11.23, such amounts shall include any premium and costs payable in connection with the purchase of the Dollars.

     11.24 Liabilities of Holders.

     Neither this Agreement nor any other Loan Documents nor any disposition of the Notes shall be deemed to create any liability or obligation of any Holder to enforce any provision hereof or of any other Loan Document for the benefit or on behalf of any other Person who may be the holder of any Note.

     11.25 Taxes.

     The Company will (a) pay all taxes (including interest and penalties) that may be payable in connection with the execution and delivery of this Agreement or any other Loan Document or any amendment of, or waiver or consent under or with respect to, this Agreement or any other Loan Document and (b) indemnify and hold the Purchasers and each other Holder harmless from and against any loss or liability resulting from nonpayment or delay in payment of any such tax. The obligations of the Company under this Section 11.25 shall survive the transfer and payment of the Notes.

     11.26 Counterparts.

     This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

     11.27 Entire Agreement.

     This Agreement and the other Loan Documents to which the Company is a party constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Subject to Section 11.08, nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any Person other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

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     The Purchasers should indicate their agreement with the foregoing by signing the form of acceptance on the enclosed counterpart of this letter and return the same to the Company, whereupon this letter shall become a binding agreement between the Purchasers and the Company.

Very truly yours, CASH AMERICA INTERNATIONAL, INC.
By /s/ Austin D. Nettle
Name:	Austin Nettle
Title:	Vice President, Treasurer

The foregoing Agreement is hereby accepted
as of the date first above written

MIDLAND NATIONAL LIFE INSURANCE COMPANY
By	/s/Kaitlin Trinh
Name:		Kaitlin Trinh
Title:		Vice President
NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE
By	/s/ Kaitlin Trinh
Name:		Kaitlin Trinh
Title:		Vice President
THE COMMERCE INSURANCE COMPANY
By	/s/ John W. Hawie
Name:		John W. Hawie
Title:		Vice President & Chief Investment Officer
EQUITRUST LIFE INSURANCE COMPANY
By	/s/ Herman L. Riva
Name:		Herman L. Riva
Title:		Senior Portfolio Manager
FARM BUREAU LIFE INSURANCE COMPANY
By	/s/ Herman L. Riva
Name:		Herman L. Riva
Title:		Senior Portfolio Manager

[Signature Page to note Agreement]

SCHEDULE I

PURCHASER INFORMATION

Purchaser Name	MIDLAND NATIONAL LIFE INSURANCE COMPANY
Name in Which Note is Registered	HARE & CO.
Note Registration Numbers; Principal Amounts	R-1; $[**Confidential Treatment Requested]
Payment on Account of Note
Method	Federal Funds Wire Transfer
Account Information	The Bank of New York 100 Church Street, 7th Floor New York, NY 10286 ABA # 021-000-018
	BNF: IOC 566
	Attn: Principal & Interest Department
	Re:    (see “Accompanying Information” below)
Accompanying Information	Name of Company:        CASH AMERICA INTERNATIONAL, INC.
	Description of Security: 6.12% Senior Notes due December 28, 2015
	PPN:                               14754D A* 1
	Due Date and Application (as among principal, premium and interest) of the payment being made:
Address for Notices Related to Payments	Midland National Life Insurance Company c/o The Bank of New York P.O. Box 19266 Newark, NJ 07195 Attn:    Principal & Interest Department F/A/O: Midland RGA1, Account # [**Confidential Treatment Requested]
	with a copy to:
	Midland Advisors Company 200 East 10th Street, Suite 301 Sioux Falls, SD 57104 Attn: Melissa Carlson Fax:   605-782-1929
Address for All Other Notices	Midland National Life Insurance Company c/o Midland Advisors Company 200 East 10th Street, Suite 301 Sioux Falls, SD 57104 Attn: Melissa Carlson
Signature Block	MIDLAND NATIONAL LIFE INSURANCE COMPANY
	By:
	Name:
	Title:

Schedule I-1

[**Confidential Treatment Requested] indicates that portions of this document have been deleted and have been separately filed with the Securities and Exchange Commission.

Purchaser Name	MIDLAND NATIONAL LIFE INSURANCE COMPANY
Instructions re Delivery of Notes	The Bank of New York One Wall Street 3rd Floor, Window A New York, NY 10286 Attn: Alisha Feliz Ref:  Midland RGA1, Account # [**Confidential Treatment Requested]
Tax Identification Number	46-0164570

Schedule I-2

[**Confidential Treatment Requested] indicates that portions of this document have been deleted and have been separately filed with the Securities and Exchange Commission.

Purchaser Name	MIDLAND NATIONAL LIFE INSURANCE COMPANY
Name in Which Note is Registered	HARE & CO.
Note Registration Numbers; Principal Amounts	R-2; $[**Confidential Treatment Requested]
Payment on Account of Note
Method	Federal Funds Wire Transfer
Account Information	The Bank of New York 100 Church Street, 7th Floor New York, NY 10286 ABA # 021-000-018
	BNF: IOC 566
	Attn: Principal & Interest Department
	Re:    (see “Accompanying Information” below)
Accompanying Information	Name of Company:        CASH AMERICA INTERNATIONAL, INC.
	Description of Security: 6.12% Senior Notes due December 28, 2015
	PPN:                               14754D A* 1
	Due Date and Application (as among principal, premium and interest) of the payment being made:
Address for Notices Related to Payments	Midland National Life Insurance Company c/o The Bank of New York P.O. Box 19266 Newark, NJ 07195 Attn:    Principal & Interest Department F/A/O: Midland Annuity, Account # [**Confidential Treatment Requested]
	with a copy to:
	Midland Advisors Company 200 East 10th Street, Suite 301 Sioux Falls, SD 57104 Attn: Melissa Carlson Fax:   605-782-1929
Address for All Other Notices	Midland National Life Insurance Company c/o Midland Advisors Company 200 East 10th Street, Suite 301 Sioux Falls, SD 57104 Attn: Melissa Carlson
Signature Block	MIDLAND NATIONAL LIFE INSURANCE COMPANY
	By:
	Name:
	Title:
Instructions re Delivery of Notes	The Bank of New York One Wall Street 3rd Floor, Window A New York, NY 10286 Attn: Alisha Feliz Ref:  Midland Annuity, Account # [**Confidential Treatment Requested]
Tax Identification Number	46-0164570

Schedule I-3

[**Confidential Treatment Requested] indicates that portions of this document have been deleted and have been separately filed with the Securities and Exchange Commission.

Purchaser Name	MIDLAND NATIONAL LIFE INSURANCE COMPANY
Name in Which Note is Registered	HARE & CO.
Note Registration Numbers; Principal Amounts	R-3; $[**Confidential Treatment Requested]
Payment on Account of Note
Method	Federal Funds Wire Transfer
Account Information	The Bank of New York 100 Church Street, 7th Floor New York, NY 10286 ABA # 021-000-018
	BNF: IOC 566
	Attn: Principal & Interest Department
	Re:    (see “Accompanying Information” below)
Accompanying Information	Name of Company:        CASH AMERICA INTERNATIONAL, INC.
	Description of Security: 6.12% Senior Notes due December 28, 2015
	PPN:                               14754D A* 1
	Due Date and Application (as among principal, premium and interest) of the payment being made:
Address for Notices Related to Payments	Midland National Life Insurance Company c/o The Bank of New York P.O. Box 19266 Newark, NJ 07195 Attn:    Principal & Interest Department F/A/O: Midland Main, Account # [**Confidential Treatment Requested]
	with a copy to:
	Midland Advisors Company 200 East 10th Street, Suite 301 Sioux Falls, SD 57104 Attn: Melissa Carlson Fax:   605-782-1929
Address for All Other Notices	Midland National Life Insurance Company c/o Midland Advisors Company 200 East 10th Street, Suite 301 Sioux Falls, SD 57104 Attn: Melissa Carlson
Signature Block	MIDLAND NATIONAL LIFE INSURANCE COMPANY
	By:
	Name:
	Title:
Instructions re Delivery of Notes	The Bank of New York One Wall Street 3rd Floor, Window A New York, NY 10286 Attn: Alisha Feliz Ref:  Midland Main, Account # [**Confidential Treatment Requested]
Tax Identification Number	46-0164570

Schedule I-4

[**Confidential Treatment Requested] indicates that portions of this document have been deleted and have been separately filed with the Securities and Exchange Commission.

Purchaser Name	MIDLAND NATIONAL LIFE INSURANCE COMPANY
Name in Which Note is Registered	HARE & CO.
Note Registration Numbers; Principal Amounts	R-4; $[**Confidential Treatment Requested]
Payment on Account of Note
Method	Federal Funds Wire Transfer
Account Information	The Bank of New York 100 Church Street, 7th Floor New York, NY 10286 ABA # 021-000-018
	BNF: IOC 566
	Attn: Principal & Interest Department
	Re:    (see “Accompanying Information” below)
Accompanying Information	Name of Company:        CASH AMERICA INTERNATIONAL, INC.
	Description of Security: 6.12% Senior Notes due December 28, 2015
	PPN:                               14754D A* 1
	Due Date and Application (as among principal, premium and interest) of the payment being made:
Address for Notices Related to Payments	Midland National Life Insurance Company c/o The Bank of New York P.O. Box 19266 Newark, NJ 07195 Attn:    Principal & Interest Department F/A/O: Midland BOLI SA, Account # [**Confidential Treatment Requested]
	with a copy to:
	Midland Advisors Company 200 East 10th Street, Suite 301 Sioux Falls, SD 57104 Attn: Melissa Carlson Fax:   605-782-1929
Address for All Other Notices	Midland National Life Insurance Company c/o Midland Advisors Company 200 East 10th Street, Suite 301 Sioux Falls, SD 57104 Attn: Melissa Carlson
Signature Block	MIDLAND NATIONAL LIFE INSURANCE COMPANY
	By:
	Name:
	Title:
Instructions re Delivery of Notes	The Bank of New York One Wall Street 3rd Floor, Window A New York, NY 10286 Attn: Alisha Feliz Ref:  Midland BOLI SA, Account # [**Confidential Treatment Requested]
Tax Identification Number	46-0164570

Schedule I-5

[**Confidential Treatment Requested] indicates that portions of this document have been deleted and have been separately filed with the Securities and Exchange Commission.

Purchaser Name	MIDLAND NATIONAL LIFE INSURANCE COMPANY
Purchaser Name	NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE
Name in Which Note is Registered	HARE & CO.
Note Registration Numbers; Principal Amounts	R-5; $[**Confidential Treatment Requested]
Payment on Account of Note
Method	Federal Funds Wire Transfer
Account Information	The Bank of New York 100 Church Street, 7th Floor New York, NY 10286 ABA # 021-000-018
	BNF: IOC 566
	Attn: Principal & Interest Department
	Re:    (see “Accompanying Information” below)
Accompanying Information	Name of Company:        CASH AMERICA INTERNATIONAL, INC.
	Description of Security: 6.12% Senior Notes due December 28, 2015
	PPN:                               14754D A* 1
	Due Date and Application (as among principal, premium and interest) of the payment being made:
Address for Notices Related to Payments	North American Company for Life and Health Insurance c/o The Bank of New York P.O. Box 19266 Newark, NJ 07195 Attn:    Principal & Interest Department F/A/O: NACOLAH Annuity, Account # [**Confidential Treatment Requested]
	with a copy to:
	Midland Advisors Company 200 East 10th Street, Suite 301 Sioux Falls, SD 57104 Attn: Melissa Carlson Fax:   605-782-1929
Address for All Other Notices	North American Company for Life and Health Insurance c/o Midland Advisors Company 200 East 10th Street, Suite 301 Sioux Falls, SD 57104 Attn: Melissa Carlson
Signature Block	NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE
	By:
	Name:
	Title:
Instructions re Delivery of Notes	The Bank of New York One Wall Street 3rd Floor, Window A New York, NY 10286 Attn: Alisha Feliz Ref:  NACOLAH Annuity, Account # [**Confidential Treatment Requested]
Tax Identification Number	36-2428931

Schedule I-6

[**Confidential Treatment Requested] indicates that portions of this document have been deleted and have been separately filed with the Securities and Exchange Commission.

Purchaser Name	THE COMMERCE INSURANCE COMPANY
Name in Which Note is Registered	THE COMMERCE INSURANCE COMPANY
Note Registration Numbers; Principal Amounts	R-6; $[**Confidential Treatment Requested]
Payment on Account of Note
Method	Federal Funds Wire Transfer
Account Information	Bank of New York ABA # 021-000-018 Bank of NYC/Cust Account # [**Confidential Treatment Requested] GLA # [**Confidential Treatment Requested]
	Re:    (see “Accompanying Information” below)
Accompanying Information	Name of Company:        CASH AMERICA INTERNATIONAL, INC.
	Description of Security: 6.12% Senior Notes due December 28, 2015
	PPN:                               14754D A* 1
	Due Date and Application (as among principal, premium and interest) of the payment being made:
Address for Notices Related to Payments	The Commerce Insurance Company 211 Main Street, M1-06 Webster, MA 01570 Attn: John Hawie Fax:   508-949-4970
Address for All Other Notices	The Commerce Insurance Company 211 Main Street, M1-06 Webster, MA 01570 Attn: John Hawie Fax:   508-949-4970
Signature Block	THE COMMERCE INSURANCE COMPANY
	By:
	Name:
	Title:
Instructions re Delivery of Notes	The Bank of New York One Wall Street, 5th Floor New York, NY 10286 Attn: Arnold Musella          Free Receive Department Ref:  Commerce Insurance Company,          Account # [**Confidential Treatment Requested], Participant # 901
Tax Identification Number	04-2495247

Schedule I-7

[**Confidential Treatment Requested] indicates that portions of this document have been deleted and have been separately filed with the Securities and Exchange Commission.

Purchaser Name	EQUITRUST LIFE INSURANCE COMPANY
Name in Which Note is Registered	CUDD & CO.
Note Registration Numbers; Principal Amounts	R-7; $[**Confidential Treatment Requested]
Payment on Account of Note
Method	Federal Funds Wire Transfer
Account Information	JP Morgan Chase Bank ABA # 021-000-021 Ref: EquiTrust Life Insurance Company, [**Confidential Treatment Requested] Re:   see “Accompanying Information” below
Accompanying Information	Name of Company:        CASH AMERICA INTERNATIONAL, INC.
	Description of Security: 6.12% Senior Notes due December 28, 2015
	PPN:                               14754D A* 1
	Due Date and Application (as among principal, premium and interest) of the payment being made:
Address for Notices Related to Payments	EquiTrust Life Insurance Company c/o CUDD & Co. P.O. Box 1508 Church Street Station New York, NY 10008
Address for All Other Notices	EquiTrust Life Insurance Company c/o FBL Financial Group, Inc. 5400 University Avenue West Des Moines, IA 50266 Attn: Herman Riva
Signature Block	EQUITRUST LIFE INSURANCE COMPANY
	By:
	Name:
	Title:
Instructions re Delivery of Notes	JP Morgan Chase Bank 4 New York Plaza Ground Floor Window New York, NY 10005 Attn: Receive Window Ref:  EquiTrust Life Insurance Company, [**Confidential Treatment Requested]
Tax Identification Number	13-6022143 (CUDD & Co.)

Schedule I-8

[**Confidential Treatment Requested] indicates that portions of this document have been deleted and have been separately filed with the Securities and Exchange Commission.

Purchaser Name	FARM BUREAU LIFE INSURANCE COMPANY
Name in Which Note is Registered	CUDD & CO.
Note Registration Numbers; Principal Amounts	R-8; $[**Confidential Treatment Requested]
Payment on Account of Note
Method	Federal Funds Wire Transfer
Account Information	JP Morgan Chase Bank ABA # 021-000-021 Ref: Farm Bureau Life Insurance Company, [**Confidential Treatment Requested] Re:   see “Accompanying Information” below
Accompanying Information	Name of Company:        CASH AMERICA INTERNATIONAL, INC.
	Description of Security: 6.12% Senior Notes due December 28, 2015
	PPN:                               14754D A* 1
	Due Date and Application (as among principal, premium and interest) of the payment being made:
Address for Notices Related to Payments	Farm Bureau Life Insurance Company c/o CUDD & Co. P.O. Box 1508 Church Street Station New York, NY 10008
Address for All Other Notices	Farm Bureau Life Insurance Company c/o FBL Financial Group, Inc. 5400 University Avenue West Des Moines, IA 50266 Attn: Herman Riva
Signature Block	FARM BUREAU LIFE INSURANCE COMPANY
	By:
	Name:
	Title:
Instructions re Delivery of Notes	JP Morgan Chase Bank 4 New York Plaza Ground Floor Window New York, NY 10005 Attn: Receive Window Ref:  Farm Bureau Life Insurance Company, [**Confidential Treatment Requested]
Tax Identification Number	13-6022143 (CUDD & Co.)

Schedule I-9

[**Confidential Treatment Requested] indicates that portions of this document have been deleted and have been separately filed with the Securities and Exchange Commission.

SCHEDULE II

LIST OF SUBSIDIARIES

Subsidiary	Entity Type	Jurisdiction of Formation	Jurisdictions of Foreign Qualification
Bronco Pawn & Gun, Inc.	Corporation	Oklahoma	None
Cash America Advance, Inc.	Corporation	Delaware	Arizona
			California
			Texas
Cash America Financial Services, Inc.	Corporation	Delaware	Alabama
			California
			Florida
			Georgia
			Illinois
			Indiana
			Kentucky
			Louisiana
			Michigan
			Missouri
			North Carolina
			Oklahoma
			Tennessee
			Texas
			Utah
Cash America Franchising, Inc.	Corporation	Delaware	Texas
Cash America Holding, Inc.	Corporation	Delaware	Texas
Cash America, Inc.	Corporation	Delaware	None
Cash America, Inc. of Alabama	Corporation	Alabama	None
Cash America, Inc. of Colorado	Corporation	Colorado	None
Cash America, Inc. of Illinois	Corporation	Illinois	None
Cash America, Inc. of Indiana	Corporation	Indiana	None
Cash America, Inc. of Kentucky	Corporation	Kentucky	None
Cash America, Inc. of Louisiana	Corporation	Delaware	Louisiana

Schedule II-1

Subsidiary	Entity Type	Jurisdiction of Formation	Jurisdictions of Foreign Qualification
Cash America, Inc. of Nevada	Corporation	Nevada	Arizona
			California
			Washington
Cash America, Inc. of North Carolina	Corporation	North Carolina	None
Cash America, Inc. of Oklahoma	Corporation	Oklahoma	None
Cash America, Inc. of South Carolina	Corporation	South Carolina	None
Cash America, Inc. of Tennessee	Corporation	Tennessee	None
Cash America, Inc. of Utah	Corporation	Utah	None
Cash America, Inc. of Virginia	Corporation	Virginia	None
Cash America Management L.P.	Limited Partnership	Delaware	Texas
Cash America of Missouri, Inc.	Corporation	Missouri	None
Cash America Pawn, Inc. of Ohio	Corporation	Ohio	None
Cash America Pawn L.P.	Limited Partnership	Delaware	Texas
Cashland Financial Services, Inc.	Corporation	Delaware	Indiana
			Kentucky
			Michigan
			Ohio
Doc Holliday’s Pawnbrokers & Jewellers, Inc.	Corporation	Delaware	None
Express Cash International Corporation	Corporation	Delaware	None
Florida Cash America, Inc.	Corporation	Florida	None
Gamecock Pawn & Gun, Inc.	Corporation	South Carolina	None
Georgia Cash America, Inc.	Corporation	Georgia	None
Hornet Pawn & Gun, Inc.	Corporation	North Carolina	None
Longhorn Pawn and Gun, Inc.	Corporation	Texas	None
Mr. Payroll Corporation	Corporation	Delaware	Texas
RATI Holding, Inc.	Corporation	Texas	Louisiana
			Oklahoma
Tiger Pawn & Gun, Inc.	Corporation	Tennessee	None
Uptown City Pawners, Inc.	Corporation	Illinois	None
Vincent’s Jewelers and Loan, Inc.	Corporation	Missouri	None

Schedule II-2

SCHEDULE III

LIST OF JURISDICTIONS WHERE COMPANY IS QUALIFIED
TO DO BUSINESS AS A FOREIGN CORPORATION

     None.

Schedule III-1

SCHEDULE IV

PERMITTED LIENS DESCRIBED IN SUBSECTION (b) OF THE DEFINITION OF
“PERMITTED LIENS” IN SECTION 2.01 OF THE AGREEMENT

     None.

Schedule IV-1

SCHEDULE V

MATERIAL CONTRACTS

1.	Amended and Restated Executive Employment Agreement, dated as of January 21, 2004, between the Company and Daniel R. Feehan
2.	Amended and Restated Administrative Credit Services Agreement, dated September 29, 2005, by and among Cash America Financial Services, Inc., NCP Finance Limited Partnership, NCP Finance Florida, LLC, and NCP Finance Michigan, LLC
3.	Administrative Credit Services Agreement, dated July 1, 2005, by and between Cash America Financial Services, Inc. and Midwest R&S Corporation
4.	Guaranty, dated September 29, 2005, by Cash America International, Inc. for the benefit of NCP Finance Limited Partnership
5.	Guaranty, dated September 29, 2005, by Cash America International, Inc. for the benefit of NCP Finance Michigan, LLC
6.	Guaranty, dated September 29, 2005, by Cash America International, Inc. for the benefit of NCP Finance Florida, LLC
7.	Guaranty, dated July 1, 2005, by Cash America International, Inc. for the benefit of Midwest R&S Corporation
8.	Amended and Restated Administrative Credit Services Agreement, dated May 13, 2004, by and between Community State Bank, a banking corporation organized under the laws of South Dakota, and Cash America Financial Services, Inc.
9.	Amended and Restated Administrative Credit Services Agreement, dated November 1, 2005, by and between First Bank of White, a banking corporation organized under the laws of South Dakota, and Cash America Financial Services, Inc.

Schedule V-1

SCHEDULE VI

DESCRIPTION OF COMPANY FINANCIALS

1.	Audited consolidated balance sheets of the Company as of December 31, 2000, 2001, 2002, 2003, and 2004.
2.	Audited consolidated income statements of the Company for the years ended December 31, 2000, 2001, 2002, 2003, and 2004.
3.	Audited consolidated statements of stockholders’ equity of the Company for the years ended December 31, 2000, 2001, 2002, 2003, and 2004.
4.	Audited consolidated statements of cash flows of the Company for the years ended December 31, 2000, 2001, 2002, 2003, and 2004.
5.	Unaudited consolidated balance sheet of the Company as of September 30, 2005.
6.	Unaudited consolidated income statement of the Company for the quarter ended September 30, 2005.
7.	Unaudited consolidated statement of stockholders’ equity of the Company for the quarter ended September 30, 2005.
8.	Unaudited consolidated statement of cash flows of the Company for the quarter ended September 30, 2005.

Schedule VI-1

SCHEDULE VII

DESCRIPTION OF PROJECTIONS

     No projections were provided in connection with this transaction.

Schedule VII-1

SCHEDULE VIII

INDEBTEDNESS DESCRIBED IN SECTION 9.05(b)(13) OF THE AGREEMENT

     None.

Schedule VIII-1

SCHEDULE IX

LABOR CONTRACTS

1.	Amended and Restated Executive Employment Agreement dated as of January 29, 2004 between the Company and Daniel R. Feehan
2.	Executive Change-in Control Severance Agreements dated December 22, 2003 between the Company and each of its Executive Vice Presidents (Thomas A. Bessant, Jr., Robert D. Brockman, Jerry D. Finn, Michael D. Gaston, William R. Horne and James H. Kauffman)
3.	Supplemental Executive Retirement Plan dated effective January 1, 2003
4.	2004 Long Term Incentive Plan

     No strikes or other labor disputes are pending or threatened against the Company or any Subsidiary.

Schedule IX-1

SCHEDULE X

TRADENAMES

     The numbers in parentheses following each tradename represent the entity owning (or in certain instances specifically noted below, using) the tradename. The entity key list is set forth at the end of the tradename list.

Tradenames

1.	Cash America (1, also used by 29)
2.	Cash America Pawn of Abilene (2)
3.	Cash America Pawn of Alamo (2)
4.	Cash America Pawn of Atlanta (3)
5.	Cash America Pawn and Bargain Center of Atlanta (3)
6.	Cash America Pawn of Auburndale (5)
7.	Cash America Jewelry & Loan of Aurora (18)
8.	Cash America Pawn of Austin (2, also used by 20)
9.	Cash America Pawn of Baton Rouge (4)
10.	Cash America Pawn of Birmingham (15)
11.	Cash America Pawn of Bossier City (4)
12.	Cash America Pawn of Bradenton (5)
13.	Cash America Pawn of Brandon (5)
14.	Cash America Pawn of Brownsville (2)
15.	Cash America Pawn of Bryan (2)
16.	Cash America Pawn of Charleston (7)
17.	Cash America Pawn of Charlotte (8, also used by 23)
18.	Cash America Pawn of Chicago (18, also used by 28)
19.	Cash America Jewelry & Loan of Chicago (18)
20.	Cash America Pawn of Cincinnati (6)
21.	Dan’s Cash America Pawn of Clarksville (9)
22.	Cash America Pawn of Cocoa (5)
23.	Cash America Pawn of Colorado Springs (10)
24.	Herb’s Cash America Pawn of Columbus (3)
25.	Cash America Pawn of Corpus Christi (2, also used by 20)
26.	Cash America Pawn of DFW (2)
27.	Cash America Jewelry & Loan of DFW (2)

Schedule X-1

28.	Cash America Pawn & Bargain Outlet of DFW (2)
29.	Cash America Pawn of Daytona Beach (5)
30.	Cash America Pawn of Denver (10)
31.	Cash America Pawn of Donna (2)
32.	Cash America Pawn of Edinburg (2)
33.	Cash America Pawn of El Paso (2, also used by 20)
34.	Cash America Pawn of Fort Lauderdale (5)
35.	Cash America Pawn of Fort Walton (5)
36.	Cash America Pawn of Fort Pierce (5)
37.	Cash America Pawn of Fort Wayne (9)
38.	Cash America Pawn of Greensboro (8)
39.	Cash America Pawn of Greenville (7, also used by 24)
40.	Cash America Pawn of Harlingen (2)
41.	Cash America Pawn of High Point (8)
42.	Cash America Pawn of Houston (2)
43.	Cash America Pawn of Indianapolis (9)
44.	Cash America Pawn of Jacksonville (5)
45.	Cash America Pawn of Kansas City (11)
46.	Cash America Pawn of Killeen (20)
47.	Cash America Pawn of Lafayette (4)
48.	Cash America Pawn of Lake Charles (4)
49.	Cash America Pawn of Lakeland (5)
50.	Cash America Pawn of Laredo (2)
51.	Cash America Pawn of Lexington (12)
52.	Cash America Pawn of Longview (2)
53.	Cash America Pawn of Louisville (12)
54.	Dan’s Cash America Pawn of Louisville (12)
55.	Cash America Pawn of Lubbock (2)
56.	Cash America Pawn of Marshall (2)
57.	Cash America Pawn of McAllen (2)
58.	Cash America Pawn of Memphis (14, also used by 22)
59.	Cash America Pawn & Bargain Center of Memphis (14)
60.	Cash America Jewelry & Loan of Miami (5)
61.	Cash America Pawn of Miami (5)
62.	Cash America Pawn of Midland (2, also used by 20)

Schedule X-2

63.	Cash America Pawn & Bargain Center of Midland (2)
64.	Cash America Pawn of Mission (2)
65.	Cash America Pawn of Mobile (15)
66.	Cash America Pawn of Monroe (4)
67.	Cash America Pawn of Montgomery (15)
68.	Cash America Pawn of Nashville (14)
69.	Cash America Pawn of New Orleans (4)
70.	Cash America Pawn & Bargain Center of New Orleans (4)
71.	Cash America Pawn of Odessa (2, also used by 20)
72.	Cash America Pawn & Bargain Center of Odessa (2)
73.	Cash America Pawn of Oklahoma City (13, also used by 21)
74.	Cash America Pawn & Bargain Center of Oklahoma City (13)
75.	Cash America Pawn of Orlando (5)
76.	Cash America Jewelry & Loan of Orlando (5)
77.	Cash America Pawn of Palmetto (5)
78.	Cash America Pawn of Pensacola (5)
79.	Cash America Pawn of Pharr (2)
80.	Cash America Pawn of Port St. Lucie (5)
81.	Cash America Pawn of Pueblo (10)
82.	Cash America Pawn of Salt Lake City (17)
83.	Cash America Pawn of San Antonio (2)
84.	Cash America Pawn of San Benito (2)
85.	Cash America Pawn of San Juan (2)
86.	Cash America Pawn of Savannah (3)
87.	Cash America Pawn of Shreveport (4)
88.	Cash America Pawn of St. Louis (11, also used by 27)
89.	Cash America Pawn of St. Petersburg (5)
90.	Cash America Pawn of Tallahassee (5)
91.	Cash America Pawn of Tampa (5)
92.	Cash America Pawn and Bargain Center of Tampa (5)
93.	Cash America Pawn of Texarkana (2)
94.	Cash America Pawn of Tulsa (13)
95.	Cash America Pawn of Tyler (2)
96.	Cash America Pawn of Victoria (20)
97.	Cash America Pawn of Waco (2)

Schedule X-3

98.	Cash America Pawn of West Palm Beach (5)
99.	Cash America Pawn of Winston-Salem (8)
100.	CATCO (Cash America Trading Company) (2)
101.	Cash America Credit (16)
102.	Cash America Diamond Liquidators (2)
103.	Cash America Pawn (29)
104.	Cash America Jewelry & Loan (29)
105.	Doc Holliday’s Pawnbrokers & Jewellers (19, also used by 20, 21 & 22)
106.	Gold’N Gems (4)
107.	Mr. Payroll (30)
108.	Pawnmasters (11)
109.	SuperPawn (31)
110.	EZ-Cash SuperPawn (31)
111.	Cashland (32)
112.	Cash America Payday Advance (33)
113.	Payday Advance (33)

Entities

1.	Cash America International, Inc.
2.	Cash America Pawn L. P.
3.	Georgia Cash America, Inc.
4.	Cash America, Inc. of Louisiana
5.	Florida Cash America, Inc.
6.	Cash America Pawn, Inc. of Ohio
7.	Cash America, Inc. of South Carolina
8.	Cash America, Inc. of North Carolina
9.	Cash America, Inc. of Indiana
10.	Cash America, Inc. of Colorado
11.	Cash America of Missouri, Inc.
12.	Cash America, Inc. of Kentucky
13.	Cash America, Inc. of Oklahoma
14.	Cash America, Inc. of Tennessee
15.	Cash America, Inc. of Alabama
16.	Cash America Management L.P.
17.	Cash America, Inc. of Utah
18.	Cash America, Inc. of Illinois
19.	Doc Holliday’s Pawnbrokers & Jewellers, Inc.
20.	Longhorn Pawn and Gun, Inc.
21.	Bronco Pawn & Gun, Inc.
22.	Tiger Pawn & Gun, Inc.
23.	Hornet Pawn & Gun, Inc.
24.	Gamecock Pawn & Gun, Inc.
25.	Cash America Franchising, Inc.
26.	Cash America Financial Services, Inc.
27.	Vincent’s Jewelers and Loan, Inc.
28.	Uptown City Pawners, Inc.
29.	All of the Above
30.	Mr. Payroll Corporation
31.	Cash America, Inc. of Nevada
32.	Cashland Financial Services, Inc.
33.	Cash America Advance, Inc.

Schedule X-4

SCHEDULE XI

INVESTMENTS

1.	The Subsidiaries listed on Schedule II attached to this Agreement, provided that with respect to RATI Holding, Inc., Cash America, Inc. owns 89.1% of the issued and outstanding shares of common stock of RATI Holding, Inc.
2.	Cash America Holding, Inc. owns 1% of the issued and outstanding shares of common stock of RATI Holding, Inc., and unaffiliated third parties own the remaining 9.9% of the issued and outstanding shares of RATI Holding, Inc.
3.	609,756 shares of Series C Convertible Preferred Stock of Miros, Inc., a Delaware corporation.
4.	The 80,400,000 SEK Loan Note issued on September 8, 2004 by Svensk Pantbelåning Holdings AB (f/k/a Guldskålen D 409 AB) and made payable to the Company
5.	The 13,400,000 SEK Convertible Debenture Certificate issued on September 8, 2004 by Svensk Pantbelåning Holdings AB (f/k/a Guldskålen D 409 AB) to the Company.
6.	Loans to officers of the Company with a principal amount outstanding of approximately $2,488,419 as of November 29, 2005.

Schedule XI-1

SCHEDULE XII

TRANSFEREE REPRESENTATIONS

Part 1

     The Transferee is purchasing the Notes to be acquired by it for its own account or for one or more separate accounts maintained by the Transferee or for the account of one or more pension or trust funds, in each case for investment and not with a view to or for sale in connection with the distribution thereof or with any present intention of distributing or selling any of such Notes, provided that the disposition of the Transferee’s property shall at all times be within its control.

     If the Transferee is acquiring Notes for its own account, the Transferee (i) is an “accredited investor”, as defined in Regulation D under the Securities Act, and (ii)(x) either alone or together with its purchaser representative(s), as defined in such Regulation D, has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of the investment in the Notes and (y) is able to bear the economic risk of such investment.

     If the Transferee is acquiring Notes for the account of one or more pension or trust funds or for any account maintained by it, the Transferee has sole investment discretion with respect to the acquisition of such Notes and the determination and decision on behalf of the Transferee to acquire such Notes for such pension or trust funds is being made by the same individual or group of individuals who customarily passes on such investments.

Part 2

     At least one of the following statements accurately describes the source of funds (a “Source”) to be used by the Transferee to pay the purchase price of the Notes to be acquired by it:

     (i) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

Schedule XII-1

     (ii) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

     (iii) the Source is either (1) an insurance company pooled separate account, within the meaning of PTE 90-1 or (2) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (iii), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

     (iv) (1) the Source constitutes assets of an “investment fund” (within the meaning of Part V of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), (2) no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, (3) the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, (4) neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (5) the identity of such QPAM and the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this clause (iv); or

     (v) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the 1NHAM exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Section IV(d) of the INHAM Exemption) owns a 5% or more interest in the Company and (1) the identity of such INHAM and (2) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (v); or

     (vi) the Source is a governmental plan; or

     (vii) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (vii); or

Schedule XII-2

     (viii) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

     As used in this Schedule XII, the terms “employee benefit plan,” “governmental plan” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA. Capitalized terms used herein without definition shall have the meanings assigned to them in the Note Agreement to which this Schedule XII is attached.

Schedule XII-3

SCHEDULE XIII

OUTSTANDING INDEBTEDNESS FOR MONEY BORROWED DESCRIBED IN
SECTION 6.06(a) OF THE AGREEMENT

     None.

Schedule XIII-1

EXHIBIT A

[FORM OF NOTE]

CASH AMERICA INTERNATIONAL, INC.

6.12% SENIOR NOTE DUE DECEMBER 28, 2015

No. R-[___]	[Date]
$[                    ]	PPN: 14754D A* 1
	New York, New York

     FOR VALUE RECEIVED, the undersigned, CASH AMERICA INTERNATIONAL, INC. (the “Company”), a corporation organized and existing under the laws of the State of Texas, hereby promises to pay to [                                        ], or registered assigns, the principal sum of [                                         ] DOLLARS ($[                    ]) on or before December 28, 2015, with interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid balance of such principal amount from the date hereof until the same shall become due and payable (whether at maturity or at any date fixed for prepayment or by declaration or otherwise) at the rate of 6.12% per annum, payable semi-annually on June 28 and December 28 in each year, commencing June 28, 2006, and with interest on any overdue principal (including any overdue prepayment of principal), premium and (to the extent permitted by law) interest at the Default Rate (as defined in the Note Agreement referred to below), payable semi-annually as aforesaid or, at the option of the holder hereof, on demand.

     Payments of principal shall be made on the dates and in the amounts specified in the Note Agreement. Payment of principal, premium, if any, and interest shall be made in lawful money of the United States of America in accordance with the Note Agreement.

     This Note is one of the Company’s 6.12% Senior Notes due December 28, 2015 (the “Notes”) issued in the original aggregate principal amount of $40,000,000 pursuant to the Note Agreement, dated as of December 28, 2005 (as and if amended from time to time, the “Note Agreement”), between the Company and the Purchasers listed on Schedule I to the Note Agreement and is entitled to the benefits thereof. All capitalized terms used herein and not otherwise defined shall have the meanings specified therefor in the Note Agreement.

     As provided in the Note Agreement, this Note is subject to prepayment, in whole or from time to time in part, in certain cases without premium and in other cases with a premium as specified in the Note Agreement. The Company agrees to make required prepayments of principal of the Notes in the amounts, on the dates, and in the manner provided in the Note Agreement.

     THE COMPANY IS OBLIGATED UNDER THE NOTE AGREEMENT TO KEEP A TRUE COPY THEREOF AT ITS PRINCIPAL EXECUTIVE OFFICE FOR INSPECTION DURING NORMAL BUSINESS HOURS.

Exhibit A-1

     Transfers of this Note shall be registered in the register maintained by the Company for such purpose in accordance with the Note Agreement. Prior to presentment of this Note for registration of transfer, the Company may deem and treat the holder of this Note as the absolute owner hereof (whether or not this Note shall be overdue) for all purposes, and the Company will not be affected by any notice to the contrary.

     As provided in the Note Agreement, the Notes are entitled to the benefits of the Guaranty.

     The Note Agreement provides, among other things, for the acceleration of the maturity of this Note under certain conditions and for the prepayment of this Note under certain conditions and further provides that the holder hereof may never charge, collect or receive interest greater than that permitted by applicable law. As provided in the Note Agreement, all costs of collection with respect to this Note (including, without limitation, reasonable attorneys’ fees and other legal expenses) shall be borne by the Company.

     The Company hereby waives grace (except as otherwise expressly provided in Section 10.01 of the Note Agreement), demand, presentment for payment, notice of dishonor, notice of default, notice of intention to accelerate the maturity hereof, protest and notice of protest and diligence in collecting and bringing of suit, and agrees to all renewals, extensions or partial payments hereon, with or without notice, before or after maturity.

     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAW OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.

     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

CASH AMERICA INTERNATIONAL, INC.
By
	Name:
	Title:

Exhibit A-2

EXHIBIT B

[COMPANY COUNSEL OPINION]

Attached.

[JENKENS & GILCHRIST LETTERHEAD]

December 28, 2005

To the Persons listed
on the attached Annex 1

Re:  Note Agreement, dated as of December 28, 2005, between Cash America International, Inc. and the Purchasers listed on Schedule I thereto

Gentlemen:

     As counsel to Cash America International, Inc. (the “Company”), a Texas corporation, we have been requested to furnish this letter to you pursuant to Section 3.04(a) of that certain Note Agreement, dated as of December 28, 2005 (the “Note Agreement”) among the Company and the purchasers listed on Schedule I thereto (the “Purchasers”), which Note Agreement provides for the Company’s sale to the Purchasers on this date, pursuant to the terms of the Note Agreement, of $40,000,000 aggregate principal amount of the Company’s 6.12% Senior Notes Due December 28, 2015. This firm has also acted as counsel to the Company and the following subsidiaries of the Company: Cash America, Inc., a Delaware corporation, Cash America Advance, Inc., a Delaware corporation, Cash America, Inc. of Tennessee, a Tennessee corporation, Cash America, Inc. of Oklahoma, an Oklahoma corporation, Cash America, Inc. of Kentucky, a Kentucky corporation, Cash America, Inc. of South Carolina, a South Carolina corporation, Florida Cash America, Inc., a Florida corporation, Georgia Cash America, Inc., a Georgia corporation, Cash America, Inc. of North Carolina, a North Carolina corporation, Cash America Pawn, Inc. of Ohio, an Ohio corporation, Cash America, Inc. of Louisiana, a Delaware corporation, Cash America, Inc. of Nevada, a Nevada corporation, Cash America Pawn L.P., a Delaware limited partnership, Cash America Management L.P., a Delaware limited partnership, Cash America Holding, Inc., a Delaware corporation, Express Cash International corporation, a Delaware corporation, Cash America, Inc. of Alabama, an Alabama corporation, Cash America, Inc. of Colorado, a Colorado corporation, Cash America, Inc. of Indiana, an Indiana corporation, Cash America of Missouri, Inc., a Missouri corporation, Vincent’s Jewelers and Loan, Inc., a Missouri corporation, Mr. Payroll corporation, a Delaware corporation, Cash America, Inc. of Utah, a Utah corporation, Cash America Franchising, Inc., a Delaware corporation, Cash America Financial Services, Inc., a Delaware corporation, Cash America, Inc. of Illinois, an

December 28, 2005
Page 2

Illinois corporation, Uptown City Pawners, Inc., an Illinois corporation, Doc Holliday’s Pawnbrokers & Jewelers, Inc., a Delaware corporation, Longhorn Pawn & Gun, Inc., a Texas corporation, Bronco Pawn & Gun, Inc., an Oklahoma corporation, Gamecock Pawn & Gun, Inc., a South Carolina corporation, Hornet Pawn & Gun, Inc., a North Carolina corporation, Rati Holding, Inc. (F/K/A Rent-A-Tire, Inc.), a Texas corporation, and Tiger Pawn & Gun, Inc., a Tennessee corporation (collectively, the “Guarantors”) (such subsidiaries are collectively referred to herein as the “Guarantors” and individually as a “Guarantor,” and the Guarantors, together with the Company, are referred to as the “Loan Parties”) that are parties to that certain Joint and Several Guaranty (the “Guaranty”), dated as of December 13, 2005, and the Subrogation and Contribution Agreement, dated as of December 13, 2005 (the “Subrogation and Contribution Agreement”), each executed by the Company and the Guarantors, and delivered on the date hereof pursuant to Section 3.10 of the Note Agreement. This opinion letter is furnished to the Purchasers pursuant to Section 3.04(a) of the Note Agreement. Unless otherwise defined herein, all capitalized terms used herein that are defined in the Note Agreement shall have the respective meanings assigned to them in the Note Agreement.

A. Basis of Opinion

     As the basis for the conclusions expressed in this opinion letter, this firm has examined and is familiar with originals or copies, certified or otherwise identified to this firm’s satisfaction, of (i) the Note Agreement; (ii) the Guaranty and the Subrogation and Contribution Agreement; (iii) the promissory notes of the Company in the aggregate principal amount of $40,000,000 and in the form attached to the Note Agreement (the “Notes”); (iv) the Articles of Incorporation of the Company, as amended to date; (v) the Bylaws of the Company, as amended to date; and (vi) resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of the Note Agreement, the Guaranty and the Notes. This firm has also examined such other documents and instruments (including certificates of public officials, officers of the Company and the Guarantors and other persons) and made such examination of applicable laws of the State of Texas and federal laws of the United States, all as this firm has deemed necessary as a basis for the opinions hereinafter expressed. As used herein, the term “Loan Documents” means, collectively, the Note Agreement, the Guaranty, the Subrogation and Contribution Agreement and the Notes.

B. Opinion

     Based upon our examination and consideration of the documents and instruments referred to in Section A and in reliance thereon, but subject to the comments, assumptions, limitations, qualifications and exceptions set forth in Section C, this firm is of the opinion that:

December 28, 2005
Page 3

     1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Texas. The Company has the requisite corporate power and authority to (i) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (ii) own and hold under lease the Properties that it purports to own or hold under lease (as described in the annual report of the Company on Form 10-K of the fiscal year ended December 31, 2004 (the “10-K Report)) and (iii) transact the business described with respect to it in the 10-K Report.

     2. The Company is duly qualified as a foreign corporation and is in good standing in each jurisdiction (if any) listed in Schedule III to the Note Agreement.

     3. The Loan Documents have been duly authorized, executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

     4. The Guaranty and the Subrogation and Contribution Agreement constitute the legal, valid and binding obligations of each Guarantor, enforceable against such Guarantor in accordance with their respective terms.

     5. Neither the execution nor delivery by the Company of any Loan Document to which it is a party nor compliance by the Company with the terms and provisions of the Loan Documents to which it is a party will (i) violate any provision of the charter or bylaws of the Company, or (ii) to this firm’s knowledge, contravene any Legal Requirement to which the Company is subject.

     6. No consent, approval, authorization or order of any Governmental Authority is required in connection with the execution, delivery and performance by any Loan Party of the Loan Documents to which it is a party.

     7. The offering, issuance, sale and delivery of the Notes under the circumstances contemplated by the Note Agreement constitutes an exempt transaction under the registration provisions of the Securities Act of 1933, as amended, and neither the registration of the Notes under such provisions nor the qualification of an indenture in respect of the Notes under the Trust Indenture Act of 1939, as amended, is required in connection with such offering, issuance, sale and delivery.

     8. The issuance and sale of the Notes under the circumstances contemplated by the Note Agreement will not involve a violation of Regulation U, T or X of the Board of Governors

December 28, 2005
Page 4

of the Federal Reserve System promulgated pursuant to Section 7 of the Securities Exchange Act of 1934, as amended.

     9. None of the Loan Parties is (i) an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company,” in each case within the meaning of the Investment Company Act of 1940, as amended, (ii) a “holding company” or a “subsidiary company” of a “holding company,” an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” in each case within the meaning of the Public Utility Holding Company Act of 1935, as amended, or (iii) a “public utility,” within the meaning of the Federal Power Act, as amended.

     10. For purposes of determining the maximum lawful rate of interest that may be charged, collected or received pursuant to the Notes, the courts of the State of Texas (and the courts of the United States applying Texas law) would, assuming that such courts were to apply existing Texas choice of law rules, give effect to the provisions contained in the Note Agreement and the Notes calling for such documents to be governed by and construed in accordance with the internal laws of the State of New York.

     11. The loan, as evidenced by the Notes, is not usurious under the laws of Texas (assuming for purposes of this opinion, courts were to apply Texas law).

C. Comments, Assumption, Limitations, Qualifications and Exceptions

     The opinions expressed in Section B above are based upon and subject to the further comments, assumptions, limitations, qualifications and exceptions as set forth below:

     1. This firm’s validity, binding effect and enforceability opinions in Paragraphs B.3 and B.4 above are subject to the effects of (i) bankruptcy, fraudulent conveyance, fraudulent transfer, insolvency, reorganization, arrangement, moratorium and other similar laws from time to time affecting creditors’ rights generally, (ii) the application of general principles of equity (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness), whether such principles are considered in a proceeding at law or in equity, and (iii) applicable law and court decisions which may modify, limit, render unenforceable or invalid or delay certain of the rights and remedies of the Purchasers, which, in this firm’s opinion, should not materially diminish the ultimate practical realization of the principal legal benefits purported to be conferred by the Loan Documents, except for the economic consequences of any judicial, administrative, procedural or other delay which may be imposed by, relate to or result from such laws and court decisions.

December 28, 2005
Page 5

     2. This firm expresses no opinion as to:

     (i) the validity, binding effect or enforceability of any provision of the Loan Documents relating to indemnification, contribution, or exculpation in connection with violations of any securities laws or statutory duties or public policy, to the extent that such provisions are determined to be contrary to public policy, as interpreted by the courts of the State of Texas and the courts of the United States;

     (ii) the validity, binding effect or enforceability of (a) any purported waiver, release, variation, disclaimer, consent or other provision contained in the Loan Documents to similar effect (all of the foregoing, collectively, a “Waiver”) by the Company and/or any of the other Loan Parties under any of the Loan Documents to the extent limited by Sections 9.602 of the Uniform Commercial Code, as in effect in the State of Texas (“UCC”) or other provisions of applicable law (including judicial decisions), or to the extent that such a Waiver applies to a right, right to notice, claim, duty, defense, or ground for discharge or other benefits otherwise existing or occurring as a matter of law (including judicial decisions), except to the extent that such a Waiver is effective under and is not prohibited by or void or invalid under the UCC or other provisions of applicable law (including judicial decisions), (b) any provision of any Loan Documents related to Waiver of any rights to forum selection or submission to jurisdiction (including, without limitation, any Waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum) and provisions restricting access to courts or to legal or equitable remedies or purporting to contractually submit the Company and the other Loan Parties to the jurisdiction, venue and personal jurisdiction of particular courts and advance consent to the manner of service of process, or (c) any provision of the Loan Documents that (i) provide that decisions by a party are conclusive; (ii) expressly or by implication waive unknown rights, defenses granted by law or claims that have not matured, where such Waivers are against public policy or prohibited by laws; (iii) allow or authorize the delay or omission of enforcement of any remedy or right; (iv) waive the legal rights of any party in advance; (v) sever unenforceable provisions from the Loan Documents, to the extent that enforcement of remaining provisions would frustrate the fundamental intent of the parties to the Loan Documents, and (vi) provide for interest recapture under Section 11.17(d) of the Note Agreement;

     (iii) the enforceability of any provision in the Loan Documents specifying that provisions thereof may be waived only in writing, to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created that modifies any provision of such Loan Documents;

December 28, 2005
Page 6

     (iv) the enforceability of any provision of the Loan Documents that purports to give any person or entity the power to accelerate obligations without any notice to the Company; the effect of any law or any jurisdiction other than the State of Texas wherein any Purchaser or any other Holders or any Loan Party may be located or wherein enforcement of any Loan Documents may be sought that limits the rates of interest legally chargeable or collectible; and

     (v) the enforceability of cumulative remedies to the extent such cumulative remedies purport to or would have the effect of compensating the party entitled to the benefits thereof in amounts in excess of the actual loss suffered by such party (other than the Make-Whole Premium, as to which we opine in paragraph C.3 below).

     3. With regard to the provisions of the Note Agreement providing for payment of the Make-Whole Premium in certain circumstances, this firm also advises you that, according to at least one commentator, prepayment fees may be characterized as penalties and thus are not enforceable under Texas law in certain circumstances, especially when triggered by an involuntary prepayment (such as acceleration due on default). See Stark’s “Enforcing Prepayment Charges: Case Law and Drafting Suggestions,” 22 Real Property, Probate and Trust Journal (1987); In re Abramoff, 92 Bankruptcy Reporter 698 (W.D. Texas 1988) (distinguishing between a prepayment fee in the case of a voluntary prepayment and one in the case of an involuntary prepayment, and characterizing the latter as interest). But, see Parker Plaza West Partners v. Union Pension and Insurance Company, 941 F.2d 349 (5th Cir. 1991), wherein the Fifth Circuit of the United States Court of Appeals held that a prepayment fee triggered by an involuntary prepayment is enforceable under Texas law. See also, Meisler v. Republic of Texas Savings Association, 758 S.W.2d 878 (Tex. App.—Houston [14th Dist.] 1988, no writ), which upheld a prepayment fee under Texas law in the context of a due-on-sale clause. This firm, therefore, concludes that, subject to the foregoing, the Make-Whole Premium is enforceable under Texas law; as discussed below under Paragraph C.9, according to the Abramoff decision, the Make-Whole Premium might possibly be characterized as interest in the context of an involuntary prepayment.

     4. In expressing this firm’s opinions in Paragraph B.4, this firm has assumed without independent investigation that each of the Guarantors is duly organized, validly existing and in good standing under the laws of the jurisdiction in which each is organized, that each such Guarantor has the power to enter into and perform the Loan Documents to which it is a party, that such Loan Documents have been duly authorized, executed and delivered by each such Guarantor, that neither the execution, delivery nor performance of their respective obligations thereunder will conflict with or violate any laws, rules or regulations (other than the laws, rules

December 28, 2005
Page 7

and regulations of the State of Texas and of the United States and the Delaware General Corporation Law and the Delaware Revised Limited Partnership Act) applicable to them.

     5. The opinion expressed in Paragraph B.7 is based on the assumed veracity of the representations and warranties of the Purchasers contained in Section 7.01 of the Note Agreement. The opinion expressed in Paragraph B.8 is based on the assumption that the proceeds of the Notes contemplated by the Note Agreement are used solely in the manner prescribed in the Note Agreement.

     6. To the extent that the obligations of the Company and the other Loan Parties may be dependent upon such matters, this firm has assumed for purposes of this opinion, without independent investigation, that each of the Purchasers is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, that the Note Agreement has been duly authorized, executed and delivered by and is enforceable against each of the Purchasers in accordance with its terms, and that each of the Purchasers has the requisite power and authority to perform its obligations under the Note Agreement. This firm expresses no opinion as to the compliance by each of the Purchasers with any state or federal laws or regulations applicable to the transactions contemplated by the Loan Documents because of the nature of its business or facts relating specifically to them, or as to the effect of any such noncompliance on the opinions set forth above, and this firm has assumed that each of the Purchasers has obtained and maintains all consents, approvals, and has taken all action that might be required by reason of their involvement in this transaction based upon its legal or regulatory status or other factors relating specifically to the Purchasers.

     7. The qualification of any opinion or statement herein by the use of the words “to this firm’s knowledge” means that during the course of representation, as described in this opinion, no information has come to the attention of the attorneys in this firm engaged to represent the Company and any of the other Loan Parties professionally which would give such attorneys current actual knowledge of the existence of the facts so qualified. Except as set forth herein, this firm has not undertaken any investigation to determine the existence of such facts, and no inference as to our knowledge thereof shall be drawn from the fact of our representation of any party or otherwise.

     8. With respect to the opinion expressed in Section B.10, we have relied upon Texas Business and Commerce Code §35.51, which was adopted effective September 1, 1993, and which provides in pertinent part, that:

if the parties to a qualified transaction agree in writing that the law of a particular jurisdiction governs an issue relating to the

December 28, 2005
Page 8

transaction, including the validity or enforceability of an agreement relating to the transaction or a provision of the agreement, and the transaction bears a reasonable relation to that jurisdiction, the law, other than conflict of laws rules, of that jurisdiction governs the issue regardless of whether the application of that law is contrary to a fundamental or public policy of this state or of any other jurisdiction.

     The statute defines a reasonable relation to exist if, among other things, “a party to the transaction has its place of business...in that jurisdiction,” “a party to the transaction is required to perform a substantial part of its obligations relating to the transaction, such as delivering payments, in that jurisdiction,” “a substantial part of the negotiations relating to the transaction,” and “the signing of an agreement relating to the transaction by a party to the transaction, occurred in that jurisdiction,” or “all or part of the subject matter of the transaction is located in that jurisdiction.”

     Based upon our understanding of the facts of the transaction that is the subject of the Loan Documents, particularly (i) the payment by the Purchasers of $40,000,000 of the purchase price for the aggregate of the Notes pursuant to the Note Agreement is to originate from the State of New York; and (ii) payments of $40,000,000 in principal amount of the Notes (representing 100% of the original aggregate principal amount of the Notes) are required to be made in the State of New York, at least one of the required enumerated circumstances constituting a statutorily defined “reasonable relation” exists between this transaction and the State of New York. We are aware of no reported decision of a Texas court construing the validity of or interpreting this statute and inform you that prior to the date of its adoption the contractual choice-of-law rules in Texas in this type of transaction were unsettled. See Woods-Tucker Leasing Corp. of Georgia v. Hutcheson-Ingram Development Company, 642 F.2d 744 (5th Cir. 1981), and the Texas state cases cited therein; DeSantis v. Wackenhut Corp., 793 S.W.2d 670 (Tex. 1990). See also, Chase Manhattan Bank v. Greenbrier North Section II, 835 S.W.2d 720 (Tex. App.-Houston [1st] 1992). For purposes of the opinion expressed in B.10, we have assumed that all of the terms and provisions of the Loan Documents are valid, binding and enforceable under the laws of the chosen jurisdiction, the State of New York. This firm has made no investigation to determine whether the courts of the State of New York would accept the reference to the laws of the State of New York, or would, under its choice of law doctrines, apply the law of another jurisdiction.

     9. In rendering the opinions expressed in Paragraphs B.3, 4, 5 and 11, these opinions, insofar as they involve the issue of usury, are expressly limited (i) to an analysis of whether the Loan Documents, as written, will be subject to a defense, claim or setoff as a result

December 28, 2005
Page 9

of the Purchasers’ contracting for a usurious rate of interest and (ii) to the issues relating to the contracting for, as opposed to the charging or receiving of, usurious amounts of interest. To the extent that the enforceability of Loan Documents may be adversely affected by the usury laws of the State of Texas, and to the extent that the transactions contemplated by the Loan Documents may otherwise involve an analysis of compliance with such laws, in rendering the opinions in Paragraphs B.3, 4, 5 and 11, this firm assumes (i) that the Purchasers and each other Holder, if any, duly observes the provisions of the Note Agreement limiting the interest contracted for or to be charged or collected by the Purchasers and any other Holder on or in connection with the loan evidenced by the Notes to amounts that do not exceed the maximum rate or amount of interest that may lawfully be contracted for, charged or collected thereon or in connection therewith under applicable law, (ii) that there exist no agreements or documents that provide for the payment to the Purchasers and other Holders, if any, of amounts deemed to be interest under applicable law except as specifically provided in the Loan Documents, (iii) that the Company has unrestricted use of the purchase price of the Notes, and (iv) that any acceleration of the maturity of the Notes will not include the right to accelerate any amounts deemed interest under applicable law that has not otherwise accrued on the date of such acceleration. In the bankruptcy case of In re Abramoff, 92 Bankruptcy Reporter 698 (W.D. Texas 1988), the Bankruptcy Court, at subsection C of its opinion (pages 704-705), distinguished between a prepayment fee in the case of a voluntary prepayment and one in the case of an involuntary prepayment (e.g. acceleration due to default); and, in this firm’s opinion, the court characterized the prepayment fee as interest. Therefore, this firm advises you that, although according to the Abramoff decision, the Make-Whole Premium might possibly be characterized as interest in the context of an involuntary prepayment, if the Purchasers and the other Holders, if any, comply with the usury “savings clause” in the Note Agreement, such characterization would not cause the Notes to be usurious, if Texas law was deemed to be applicable to the Notes.

     Further, in rendering the opinions in Paragraphs B.3, 4, 5 and 11, this firm has relied upon the reported decisions of several lower Texas courts to the effect that a contract requiring the payment of interest on matured, unpaid installments of interest is not usurious. The status of judicial interpretations of Texas usury laws is not yet settled in this regard; therefore, no absolute opinion can be rendered. In the event that any of the Purchasers or any one or more of the Holders actually demand, charge or collect any amounts in excess of those permitted by any applicable usury laws of the State of Texas, this firm expresses no opinion as to the effectiveness or enforceability of any provision of the Loan Documents that purports to permit the cure of such violation by the rescission of such demand or charge, the refund of excess amounts collected, or otherwise.

     10. The opinions expressed in paragraphs 1 and 2 of Paragraph B with respect to existence, qualification and good standing are expressed as of the date on which applicable

December 28, 2005
Page 10

certificates were issued by authorities of the jurisdiction covered, and have assumed that the certificates so issued evidence, as the case may be, the valid existence, due qualification and good standing of the entity covered thereby.

     11. The opinions expressed herein are specifically limited to the laws of the State of Texas and federal law of the United States of America. We note that the Loan Documents have selected laws of the State of New York to govern this transaction. We express no opinion regarding the laws of the State of New York. In expressing this firm’s opinion in Paragraphs B.3 and B.4 as to the validity, binding effect and enforceability of the Loan Documents governed by the laws of the State of New York, this firm has assumed that the internal laws of the State of New York do not differ from the internal laws of the State of Texas.

     12. In expressing this firm’s opinion in Paragraph B.6, such opinion relating to Governmental Authorities is expressly limited to Governmental Authorities of the State of Texas and the United States of America.

     13. In this firm’s examinations described in Paragraph A, we have assumed the legal capacity of all natural persons executing the Loan Documents, the authenticity of original and certified documents and the genuineness of all signatures thereon, and the conformity to original or certified documents of all documents submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, this firm has relied upon, and assumed the accuracy of, representations and warranties contained in the Loan Documents and certificates and written statements and other written information of or from public officials and representatives of the Company and the other Loan Parties. In addition, this firm’s opinions are limited to a review of only those laws and regulations that are specifically referred to herein and such other laws and regulations that, in our experience, are normally applicable to transactions of the type contemplated by the Loan Documents.

     14. Although this firm has acted as counsel to the Company and the other Loan Parties in connection with certain other matters, this firm’s engagement is limited to certain matters about which this firm has been consulted, and, consequently, there may exist matters involving the Company and other Loan Parties about which this firm has not been consulted and for which the firm has not been engaged to represent them.

     15. Certain of the opinions set forth in Paragraph B are based upon factual matters not independently verified by this firm and, to that extent, this firm has relied solely upon certain of the representations and warranties contained in the Loan Documents and upon certain of the statements contained in certificates of public officials and officers of the Company referred to in Paragraph A.

December 28, 2005
Page 11

     16. This opinion is rendered based on this firm’s interpretation of existing Texas and federal law, and is not intended to speak with reference to standards hereinafter adopted or evolved in subsequent judicial decisions by Texas or Delaware courts or by federal courts. Additionally, we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

     The opinions set forth herein are expressed solely for the benefit of the Persons and all future Holders (if any), and no other party shall be entitled to rely hereon without the express written consent of this firm; provided, however, we have no objection to the reliance thereon by Bingham McCutchen LLP, your special counsel, in connection with the opinion to be rendered by such firm to you on this date pursuant to Section 3.04(c) of the Note Agreement.

Respectively submitted, JENKENS & GILCHRIST, A Professional Corporation
By:	/s/ Robert P. Nash
	Robert P. Nash
	Authorized Signatory

RPN/hsh

Annex 1

Midland National Life Insurance Company
c/o Midland Advisors Company
200 East 10^th Street, Suite 301
Sioux Falls, SD 57104

North American Company for Life and Health Insurance
c/o Midland Advisors Company
200 East 10th Street, Suite 301
Sioux Falls, SD 57104

The Commerce Insurance Company
211 Main Street, M1-06
Webster, MA 01570

EquiTrust Life Insurance Company
c/o FBL Financial Group, Inc.
5400 University Avenue
West Des Moines, IA 50266

Farm Bureau Life Insurance Company
c/o FBL Financial Group, Inc.
5400 University Avenue
West Des Moines, IA 50266

Piper Jaffray & Co.
800 Nicollet Mall
Minneapolis, MN 55402-7020

EXHIBIT C

[GENERAL COUNSEL OPINION]

Attached.

[CASH AMERICA LETTERHEAD]

December 28, 2005

To each of the Persons listed on
     Annex 1 hereto

Ladies and Gentlemen:

I am General Counsel of Cash America International, Inc. (the “Company”) and, in such capacity, I have represented the Company in connection with (i) the preparation of the Note Agreement dated as of December 28, 2005 (the “Note Agreement”) among the Company and each of the purchasers listed on Schedule I attached thereto (collectively, the “Purchasers”) and (ii) the Company’s sale to the Purchasers on this date, pursuant to the terms of the Note Agreement, of $40,000,000 aggregate principal amount of the Company’s 6.12% Senior Notes Due December 28, 2015. I have also acted as counsel to the “Guarantors” (as defined in the Note Agreement and, together with the Company, the “Loan Parties”) in connection with the preparation of the Joint and Several Guaranty (the “Guaranty”) and the Subrogation and Contribution Agreement (the “Subrogation and Contribution Agreement”), each dated as of December 28, 2005, executed and delivered by the Guarantors pursuant to Section 3.10 of the Note Agreement. This opinion is being delivered to the Purchasers pursuant to Section 3.04(b) of the Note Agreement.

As used herein, (a) “Corporate Guarantor” means each Guarantor which is a corporation (as indicated in Schedule II to the Note Agreement) and (b) “Partnership Guarantor” means each Guarantor which is a partnership (as indicated in Schedule II to the Note Agreement). Unless otherwise defined herein, all capitalized terms used herein that are defined in the Note Agreement shall have the respective meanings assigned to them in the Note Agreement.

I have examined the following documents:

a)	executed counterparts of the Note Agreement, the Guaranty and the Subrogation and Contribution Agreement;
b)	the Company’s promissory notes, dated the date hereof, in the aggregate principal amount of $40,000,000 and in the form of Exhibit A attached to the Note Agreement (the “Notes” and, together with the Note Agreement, the Guaranty and the Subrogation and Contribution Agreement, the “Loan Documents”);
c)	copies of certain resolutions of the respective boards of directors of the Corporate Guarantors;

December 28, 2005
Page 2

d)	copies of certain resolutions of the board of directors of the general partner of the Partnership Guarantors;
e)	copies of the respective charters and bylaws of the Corporate Guarantors;
f)	copies of the respective partnership agreements of the Partnership Guarantors; and
g)	the originals or copies of such other certificates, instruments and documents (including Applicable Contracts and records of the Loan Parties, certificates of public officials and certificates of officers of the Loan Parties) as I have deemed necessary as a basis for the opinions hereinafter expressed.

For purposes of this opinion, I have, with your approval and without independent investigation, assumed (i) the due authorization, execution and delivery of the Note Agreement by the Purchasers, (ii) the genuineness of the signatures appearing on all documents examined by me, (iii) the authenticity of all documents submitted to me as originals and (iv) the conformity to authentic original documents of all documents submitted to me as certified, conformed, or copies in photostatic or pdf format.

Certain of the opinions set forth below are based upon factual matters not independently established or verified by me and, to that extent, I have relied solely upon certain of the representations and warranties contained in the Loan Documents and upon certain of the statements contained in the certificates of public officials and of officers of the Company and the Corporate Guarantors referred to above.

Based upon the foregoing and subject to the qualifications, limitations and assumptions set out at the end of this letter, I am of the opinion that:

1.

Each Corporate Guarantor (a) is a corporation duly incorporated, validly existing and in good standing under the laws of its state of incorporation (as indicated in Schedule II to the Note Agreement) and (b) has the corporate power and authority to (i) execute, deliver and perform its obligations under the Guaranty and the Subrogation and Contribution Agreement, (ii) own and hold under lease the Properties that it purports to own or hold under lease (as described in the annual report of the Company on Form 10-K for the fiscal year ended December 31, 2004 (the “10-K Report”)) and (iii) transact the business described with respect to it in the 10-K Report.

2.

Each Loan Party is duly qualified as a foreign Person and is in good standing in each jurisdiction wherein the character of the Properties owned or held under lease by it or the nature of the business transacted by it requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.

December 28, 2005
Page 3

3.	The Guaranty and the Subrogation and Contribution Agreement have been duly authorized, executed and delivered by each Guarantor and constitute the legal, valid and binding obligations of such Guarantor, enforceable against such Guarantor in accordance with their respective terms.
4.	Neither the execution nor delivery of any Loan Document by any Loan Party nor the compliance by such Loan Party with the terms and provisions of the Loan Documents to which it is a party will (i) violate any provision of the charter or bylaws or the partnership agreement, as the case may be, of such Loan Party, (ii) contravene any Legal Requirement to which such Loan Party is subject or (iii) result in any breach of, or result in the creation of any Lien in respect of any Property of such Loan Party pursuant to, any Applicable Contract.
5.	Other than the consent of lenders under the Existing Bank Loan Agreement, which consent has been received, no consent, approval, authorization or order of any Governmental Authority or, to my knowledge, any other Person is required in connection with the execution, delivery and performance by any Loan Party of the Loan Documents to which it is a party.
6.	All of the outstanding Stock of each corporate Guarantor and outstanding partnership interests of each Guarantor that is a partnership have been validly issued, are fully paid and nonassessable and, except for (a) directors’ qualifying shares or partnership interests (if any) and (b) 9.9% of the issued and outstanding Stock of RATI Holding, Inc., all such Stock and partnership interests are owned by the Company or its subsidiaries, free and clear of any Lien.
7.	There are no actions, suits or proceedings pending, or to my knowledge after due inquiry, threatened against the Company or any Guarantor in any court or before any arbitrator of any kind or before or by any Governmental Authority which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

The opinions expressed above are subject to the following qualifications, limitations and assumptions:

a) The enforceability opinion expressed in paragraph 3 above is subject to the effects of (i) bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws affecting the enforcement of creditors’ rights generally, (ii) the application of the principles of equity (regardless of whether enforcement is considered in proceedings at law or in equity) and (iii) applicable laws and court decisions that may limit the enforceability of certain remedial and other provisions of the Guaranty and the Subrogation and Contribution Agreement, but such laws and decisions should not, in my opinion, materially diminish the ultimate practical realization of the principal legal benefits intended to be provided thereby, except for the economic consequences of any delay which may result therefrom.

December 28, 2005
Page 4

b)	I am not licensed to practice law in any jurisdiction other than the State of Texas and do not purport to be an expert with respect to any laws other than (i) the laws of the State of Texas, (ii) the Regulatory Acts applicable to the businesses of the respective Loan Parties, (iii) the General Corporation Law of the State of Delaware, (iv) the Delaware Revised Limited Partnership Act and (v) the laws of the United States of America applicable to the businesses of the respective Loan Parties (collectively, the “Primary Laws”). To the extent that the opinions contained herein cover the laws other than the Primary Laws (the “Secondary Laws”), you are advised that my familiarity with the Secondary Laws is limited because I am not licensed to practice, and do not practice, law in jurisdictions in respect of which the Secondary Laws are applicable and I do not purport to be an expert with respect to the Secondary Laws. Accordingly, my opinions with respect to the Secondary Laws are necessarily more limited than a typical legal opinion as to such matters and my opinions with respect thereto should be viewed as conclusions derived by me based solely on my limited familiarity with the Secondary Laws by reason of my capacity as General Counsel of the Company, which owns the Corporate Guarantors, and general principles of corporate or partnership law. I am not a member of the State Bar of Delaware, and my knowledge of its corporation and partnership law is derived solely from a reading of the General Corporation Law of Delaware and the Delaware Revised Limited Partnership Act.
c)	I note that the Guaranty and the Subrogation and Contribution Agreement provide that they are to be governed by and construed in accordance with the internal laws of the State of New York. I express no opinion regarding the laws of the State of New York. In expressing my opinion in paragraph 3 as to the validity, binding effect and enforceability of the Guaranty and the Subrogation and Contribution Agreement, I have assumed that the Guaranty and the Subrogation and Contribution Agreement provide that they are to be governed by and construed in accordance with the internal laws of the State of Texas rather than the internal laws of the State of New York.
d)	The provisions of the Guaranty and the Subrogation and Contribution Agreement which permit the Purchasers or any other Holders to take action or make determinations, or to benefit from indemnities and similar undertakings of the Loan Parties, may be subject to a requirement that such action be taken or such determination be made, and that any action or inaction by the Purchasers or such Holders that may give rise to a request for payment under such undertaking be taken or not taken, on a reasonable basis and in good faith.
e)	To the extent that the obligations of the Guarantors under the Guaranty and the Subrogation and Contribution Agreement may be dependent upon such matters, I have assumed for purposes of this opinion, without independent investigation, that each of the Purchasers is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, that the Note Agreement has been duly authorized, executed and delivered by the Purchasers and is enforceable against the Purchasers in

December 28, 2005
Page 5

	accordance with its terms, and that each of the Purchasers has the requisite power and authority to perform its obligations under the Note Agreement. I express no opinion as to the compliance by the Purchasers with any state or federal laws or regulations applicable to the transactions contemplated by the Guaranty and the Subrogation and Contribution Agreement because of the nature of its business or facts relating specifically to the Purchasers or as to the effect of any such noncompliance on the opinions set forth above, and I have assumed that each of the Purchasers has obtained and maintains all consents and approvals, and has taken all action that might be required by reason of its involvement in this transaction based upon its legal or regulatory status or other factors relating specifically to it.
f)	The opinion expressed in paragraphs 1 and 2 with respect to existence, due qualification and good standing of certain of the Corporate Guarantors is expressed as of the date on which applicable certificates were issued by authorities of the jurisdictions covered, and I have assumed that the certificates so issued evidence, as the case may be, the valid existence, due qualification and good standing of the entities covered thereby.
g)	This opinion is rendered based upon existing Primary and Secondary Laws, and it is not intended to speak with reference to standards hereinafter adopted or evolved in subsequent judicial decisions. Additionally, I assume no obligation to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to my attention or any changes in law that may hereafter occur.
h)	Insofar as the enforceability opinion in paragraph 3 may be affected by such matters, I express no opinion as to the validity, binding effect or enforceability of any provision (other than Section 5.02 of the Note Agreement) of the Note Agreement obligating the Company to pay the Make-Whole Premium.
i)	I express no opinion herein with respect to the enforceability of any indemnity provisions to the extent such provisions are determined to be contrary to public policy, as interpreted by the courts of the State of Texas and the courts of the United States.
j)	Without my prior written consent, this opinion may not be relied upon in any manner by any Person except the Purchasers and all future Holders, if any.

Very truly yours,
 

/s/ Curtis Linscott  

J. Curtis Linscott, General Counsel 

December 28, 2005
Page 6

Annex I

Purchasers

Midland National Life Insurance Company
c/o Midland Advisors Company
200 East 10^th Street, Suite 301
Sioux Falls, SD 57104

North American Company for Life and Health Insurance
c/o Midland Advisors Company
200 East 10^th Street, Suite 301
Sioux Falls, SD 57104

The Commerce Insurance Company
211 Main Street, M1-06
Webster, MA 01570

EquiTrust Life Insurance Company
c/o FBL Financial Group, Inc.
5400 University Avenue
West Des Moines, IA 50266

Farm Bureau Life Insurance Company
c/o FBL Financial Group, Inc.
5400 University Avenue
West Des Moines, IA 50266

EXHIBIT D

[PURCHASERS’ COUNSEL OPINION]

Attached.

[BINGHAM McCUTCHEN LETTERHEAD]

Bingham McCutchen LLP
One State Street
Hartford, CT
06103-3178

860.240.2700
860.240.2800 fax

bingham.com

Boston
Hartford
London
Los Angeles
New York
Orange County
San Francisco
Silicon Valley
Tokyo
Walnut Creek
Washington

December 28, 2005

To the Purchasers listed on the attached Annex 1

Re:  Cash America International, Inc. (the “Company”)
$40,000,000 6.12% Senior Notes due December 28, 2015

Ladies and Gentlemen:

     We have acted as special counsel for each of the Purchasers named on Annex 1 hereto (the “Purchasers”) in connection with that certain Note Agreement, dated as of December 28, 2005 (the “Note Agreement”), by and among the Company, a Texas corporation, and the Purchasers, which provides, among other things, for the issuance and sale by the Company of the Company’s 6.12% Senior Notes (the “Notes”) due December 28, 2015, in the aggregate principal amount of $40,000,000.

     The capitalized terms used herein and not defined herein have the meanings assigned to them by or pursuant to the terms of the Note Agreement. This opinion is delivered to each of the Purchasers pursuant to Section 3.04(c) of the Note Agreement. Our representation of the Purchasers has been as special counsel for the purposes stated above.

     As to all matters of fact (including factual conclusions and characterizations and descriptions of purpose, intention or state of mind), we have relied, with your permission, entirely upon:

     (1) the representations and warranties of the Company and the Purchasers set forth in the Note Agreement; and

     (2) certificates of certain officers of the Company described in paragraph (v) below and the Offeree Letter;

and have assumed, without independent inquiry, the accuracy of those representations, warranties, certificates and Offeree Letter.

     In connection with this opinion, we have examined originals or copies of the following documents:

     (i) the Note Agreement;

     (ii) the Notes, each dated the date hereof, in the form of Exhibit A to the Note Agreement and registered in the names and in the respective principal amounts and with the respective registration numbers as set forth on Schedule I of the Note Agreement;

To each of the Purchasers listed on the attached Annex 1
December 28, 2005
Page 2

Bingham McCutchen LLP

bingham.com

     (iii) that certain Joint and Several Guaranty dated as of the date hereof (the “Guaranty”), issued by certain Subsidiaries of the Company listed on the signature pages thereto (the “Guarantors”);

     (iv) that certain Subrogation and Contribution Agreement dated as of the date hereof (the “Subrogation and Contribution Agreement”) among the Company and the Guarantors;

     (v) a certificate of the Secretary of the Company, dated the date hereof, delivered pursuant to Section 3.05 of the Note Agreement, and annexing thereto (among other documents) and certifying as accurate and complete:

(i)	the incumbency of certain officers of the Company;
(ii)	copies of those certain resolutions passed by the Board of Directors of the Company (the “Company Resolutions”) authorizing participation in the transactions contemplated by the Financing Documents (as defined below); and
(iii)	a copy of the Bylaws of the Company (the “Bylaws”).

     (vi) an Officers’ Certificate on behalf of the Company, dated the date hereof, with respect to the matters set forth therein (the “Compliance Certificate”);

     (vii) a copy of the certificate of incorporation of the Company, including any amendments thereto, certified by the Secretary of State of Texas (together with the Bylaws, the “Company Governing Documents”);

     (viii) a letter from Piper Jaffray & Co., dated the date hereof, making certain representations with respect to the manner in which the Notes were offered (the “Offeree Letter”);

     (ix) a Cross Receipt evidencing receipt of funds by the Company and receipt of the Notes by the Purchasers (the “Cross Receipt”);

     (x) the opinion of Jenkens & Gilchrist, a Professional Corporation, counsel to the Company and the Guarantors, dated the date

To each of the Purchasers listed on the attached Annex 1
December 28, 2005
Page 3

Bingham McCutchen LLP

bingham.com

hereof and delivered to the Purchasers pursuant to Section 3.04(a) of the Note Agreement; and

     (xi) the opinion of J. Curtis Linscott, General Counsel to the Company and the Guarantors, dated the date hereof and delivered to the Purchasers pursuant to Section 3.04(b) of the Note Agreement.

     The Note Agreement, the Notes, the Guaranty and the Subrogation and Contribution Agreement are sometimes referred to herein as the “Financing Documents.”

     This opinion is based entirely on our review of the documents listed in the preceding paragraph and we have made no other documentary review or investigation for purposes of this opinion.

     Based on such investigation as we have deemed appropriate, the opinions referred to in subparagraphs (x) and (xi) above are satisfactory in form and scope to us, and, in our opinion, you are justified in relying thereon.

     We have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form, the legal competence of each individual executing any document and that each Person executing the Financing Documents validly exists, has the power, authority and legal right under its certificate of incorporation, limited liability company agreement, by-laws, and other governing organizational documents, and under applicable corporate, limited liability company, or other enterprise legislation and other applicable laws, as the case may be, to enter into and perform its obligations under the Financing Documents, and is qualified to do business and in good standing under the laws of its jurisdiction of incorporation or organization and each jurisdiction where such qualification is required generally or is necessary in order for such party to enforce its rights under such documents, and that such documents have been duly authorized, executed and delivered by, and, as to Persons other than the Company and the Guarantors, are binding upon and enforceable against, such Persons. In addition, we have relied upon the Offeree Letter without independent investigation.

     For purposes of this opinion, we have made such examination of law as we have deemed necessary. Except to the extent addressed below in paragraph 5, this opinion is limited solely to the internal substantive laws of the State of New York as applied by courts located in the State of New York without regard to choice of law and the federal laws of the United States of America (except for federal and state tax, utilities, national security or antitrust laws, as to which we express no opinion), and we express no opinion as to the laws of any other

To each of the Purchasers listed on the attached Annex 1
December 28, 2005
Page 4

Bingham McCutchen LLP

bingham.com

jurisdiction. Our opinion in paragraph 2 below is based solely on a review of the Company Governing Documents and we have not made any analysis of the internal substantive law of the jurisdiction of organization of the Company, including statutes, rules or regulations or any interpretations thereof by any court, administrative body or other Governmental Authority, and we express no opinion in paragraph 2 below as to the internal substantive law of the Company’s jurisdiction of organization. We note that the Financing Documents contain provisions stating that they are to be governed by the laws of the State of New York (each, a “Chosen-Law Provision”). Except to the extent addressed below in paragraph 5, no opinion is given herein as to any Chosen-Law Provision, or otherwise as to the choice of law or internal substantive rules of law that any court or other tribunal may apply to the transactions contemplated by the Financing Documents. Except as set forth in paragraph 4 below, we express no opinions as to any securities or “blue sky” laws of any jurisdiction.

     Our opinion is further subject to the following exceptions, qualifications and assumptions, all of which we understand to be acceptable to the Purchasers:

     (a) We have assumed without any independent investigation (i) that the execution, delivery and performance by each of the parties thereto of the Financing Documents do not and will not conflict with, or result in a breach of, the terms, conditions or provisions of, or result in a violation of, or constitute a default or require any consent (other than such consents as have been duly obtained) under, any organizational document other than the Company Governing Documents (including, without limitation, applicable corporate charter documents and bylaws), any order, judgment, arbitration award or stipulation, or any agreement, to which any of such parties is a party or is subject or by which any of the properties or assets of any of such parties is bound, (ii) that the statements regarding delivery and receipt of documents and funds referred to in the Cross Receipt between you and the Company are true and correct, and (iii) that the Financing Documents are a valid and binding obligation of each party thereto to the extent that laws other than those of the State of New York are relevant thereto (other than the laws of the United States of America, but only to the limited extent the same may be applicable to the Company and relevant to our opinions expressed below).

     (b) The enforcement of any obligations of any Person under the Financing Documents or otherwise may be limited by or subject to bankruptcy, insolvency, reorganization, moratorium, marshaling or other laws and rules of law affecting the enforcement generally of creditors’ rights and remedies (including such as may deny giving effect to waivers of debtors’ or guarantors’ rights), and we express no opinion as to the

To each of the Purchasers listed on the attached Annex 1
December 28, 2005
Page 5

Bingham McCutchen LLP

bingham.com

status under any fraudulent conveyance laws or fraudulent transfer laws of any of the obligations of any Person, whether under the Financing Documents or otherwise.

     (c) We express no opinion as to the availability of any specific or equitable relief of any kind.

     (d) The enforcement of any of the Purchasers’ rights may in all cases be subject to an implied duty of good faith and fair dealing and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

     (e) We express no opinion as to the effect of suretyship defenses, or defenses in the nature thereof, with respect to the obligations of any party to the Guaranty or the Subrogation and Contribution Agreement.

     (f) We express no opinion as to the enforceability of any particular provision of any of the Financing Documents relating to:

(i) waivers of rights to object to jurisdiction or venue, or consents to jurisdiction or venue;

(ii) waivers of rights to (or methods of) service of process, or rights to trial by jury, or other rights or benefits bestowed by operation of law;

(iii) waivers of any applicable defenses, setoffs, recoupments, or counterclaims;

(iv) exculpation or exoneration clauses, clauses relating to rights of indemnity or contribution, and clauses relating to releases or waivers of unmatured claims or rights;

(v) waivers or variations of legal provisions or rights which are not capable of waiver or variation under applicable law;

(vi) the imposition or collection of interest on overdue interest or providing for a penalty rate of interest or late charges on overdue or defaulted obligations, or the payment of any premium, liquidated damages, or other amount which may be held by any court to be a “penalty” or a “forfeiture”; or

To each of the Purchasers listed on the attached Annex 1
December 28, 2005
Page 6

Bingham McCutchen LLP

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(vii) provisions in the Financing Documents rendered ineffective or unenforceable by Part 4 of Article 9 of the Uniform Commercial Code of the State of New York.

     (g) Our opinion in paragraph 3 below is based solely on a review of generally applicable laws of the State of New York and the United States of America and not on any search with respect to, or review of, any orders, decrees, judgments or other determination specifically applicable to the Company.

     (h) We express no opinion as to the effect of events occurring, circumstances arising, or changes of law becoming effective or occurring after the date hereof on the matters addressed in this opinion letter, and we assume no responsibility to inform you of additional or changed facts, or changes in law, of which we may become aware.

     Based upon the foregoing, and subject to the limitations and qualifications set forth below, we are of the opinion that:

     1. Each of the Note Agreement and the Notes constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms. The Guaranty constitutes the legal, valid and binding obligation of each Guarantor, enforceable against such Guarantor in accordance with its terms.

     2. The execution and delivery by the Company of the Note Agreement and the Notes, the issuance and sale of the Notes by the Company, and the performance by the Company of its obligations under the Note Agreement and the Notes will not constitute a violation of any of the provisions of the Company Governing Documents or any law, statute, rule or regulation of the State of New York.

     3. No consents, approvals or authorizations of Governmental Authorities of the State of New York or the United States of America in respect of the Company or any Guarantor are required to be obtained or effected under the laws of the State of New York or the United States of America in connection with (a) the execution and delivery by the Company of the Note Agreement, (b) the execution and delivery by the Company and each Guarantor of the Guaranty, or (c) the offer, issue, sale and delivery of the Notes by the Company under the circumstances contemplated by the Note Agreement.

     4. The offer and sale by the Company of the Notes delivered to you today under the circumstances contemplated by the Financing Documents does not require registration under the Securities Act of 1933, as amended, and the

To each of the Purchasers listed on the attached Annex 1
December 28, 2005
Page 7

Bingham McCutchen LLP

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Company is not required to qualify an indenture in respect of the issuance of the Notes under the Trust Indenture Act of 1939, as amended.

     5. Each Chosen-Law Provision is enforceable in accordance with New York General Obligations Law section 5-1401, as applied by a New York State court or a federal court sitting in New York and applying New York choice of law principles.

     This opinion is delivered solely to the Purchasers and for the Purchasers’ benefit in connection with the Financing Documents and may not be relied upon by the Purchasers for any other purpose or relied upon by any other person or entity (other than future holders of Notes acquired in accordance with the terms of the Note Agreement) for any reason without our prior written consent.

Very truly yours,
 

/s/ Bingham McCutchen LLP  

BINGHAM McCUTCHEN LLP 

Bingham McCutchen LLP

bingham.com

Annex 1

Addressees

Midland National Life Insurance Company
c/o Midland Advisors Company
200 East 10^th Street, Suite 301
Sioux Falls, SD 57104

North American Company for Life and Health Insurance
c/o Midland Advisors Company
200 East 10^th Street, Suite 301
Sioux Falls, SD 57104

The Commerce Insurance Company
211 Main Street, M1-06
Webster, MA 01570

EquiTrust Life Insurance Company
c/o FBL Financial Group, Inc.
5400 University Avenue
West Des Moines, IA 50266

Farm Bureau Life Insurance Company
c/o FBL Financial Group, Inc.
5400 University Avenue
West Des Moines, IA 50266

Annex 1-1

EXHIBIT E

[FORM OF GUARANTY]

JOINT AND SEVERAL GUARANTY

     This Joint and Several Guaranty (this “Guaranty”) is dated as of December 28, 2005, and is executed by CASH AMERICA, INC., a Delaware corporation, CASH AMERICA ADVANCE, INC., a Delaware Corporation, CASH AMERICA, INC. OF TENNESSEE, a Tennessee corporation, CASH AMERICA, INC. OF OKLAHOMA, an Oklahoma corporation, CASH AMERICA, INC. OF KENTUCKY, a Kentucky corporation, CASH AMERICA, INC. OF SOUTH CAROLINA, a South Carolina corporation, FLORIDA CASH AMERICA, INC., a Florida corporation, GEORGIA CASH AMERICA, INC., a Georgia corporation, CASH AMERICA, INC. OF NORTH CAROLINA, a North Carolina corporation, CASH AMERICA PAWN, INC. OF OHIO, an Ohio corporation, CASH AMERICA, INC. OF LOUISIANA, a Delaware corporation, CASH AMERICA, INC. OF NEVADA, a Nevada corporation, CASH AMERICA PAWN L.P., a Delaware limited partnership, CASH AMERICA MANAGEMENT L.P., a Delaware limited partnership, CASH AMERICA HOLDING, INC., a Delaware corporation, EXPRESS CASH INTERNATIONAL CORPORATION, a Delaware corporation, CASH AMERICA, INC. OF ALABAMA, an Alabama corporation, CASH AMERICA, INC. OF COLORADO, a Colorado corporation, CASH AMERICA, INC. OF INDIANA, an Indiana corporation, CASH AMERICA OF MISSOURI, INC., a Missouri corporation, VINCENT’S JEWELERS AND LOAN, INC., a Missouri corporation, MR. PAYROLL CORPORATION, a Delaware corporation, CASH AMERICA, INC. OF UTAH, a Utah corporation, CASH AMERICA FRANCHISING, INC., a Delaware corporation, CASH AMERICA FINANCIAL SERVICES, INC., a Delaware corporation, CASH AMERICA, INC. OF ILLINOIS, an Illinois corporation, UPTOWN CITY PAWNERS, INC., an Illinois corporation, DOC HOLLIDAY’S PAWNBROKERS & JEWELLERS, INC., a Delaware corporation, LONGHORN PAWN AND GUN, INC., a Texas corporation, BRONCO PAWN & GUN, INC., an Oklahoma corporation, GAMECOCK PAWN & GUN, INC., a South Carolina corporation, HORNET PAWN & GUN, INC., a North Carolina corporation, RATI HOLDING, INC., a Texas Corporation, and TIGER PAWN & GUN, INC., a Tennessee corporation (collectively, the “Guarantors”) and CASH AMERICA INTERNATIONAL, INC., a Texas corporation (the “Company”).

WITNESSETH:

     WHEREAS, the Company is the owner, directly or indirectly, of 100% of the outstanding Stock of each of the Guarantors (except for directors’ qualifying shares, if any);

     WHEREAS, the Company and each of the Purchasers listed on Schedule I to the Note Agreement (defined below) (collectively, the “Purchasers”) have entered into a Note Agreement dated as of the date hereof (as may be amended from time to time, the “Note Agreement”), pursuant to which the Purchasers have agreed to purchase from the Company, and the Company has agreed to sell to the Purchasers, $40,000,000 aggregate principal amount of the Company’s

Exhibit E-1  

senior notes designated as “6.12% Senior Notes due December 28, 2015” (as may be amended from time to time, the “Notes”); and

     WHEREAS, it is a condition precedent to the obligation of the Purchasers to purchase the Notes under the Note Agreement that the Company and each Guarantor shall have executed and delivered this Guaranty;

     NOW, THEREFORE, in consideration of the premises and to induce the Purchasers to purchase the Notes under the Note Agreement, the Guarantors and the Company, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATIONS

Section 1.01. Definitions.

     (a) When used herein, the following terms shall have the following meanings:

     “Company” has the meaning specified in the introduction to this Guaranty.

     “Guaranteed Obligations” means, collectively, all obligations, liabilities and indebtedness of every nature of the Company from time to time owing to the Purchasers or any other Holder under the Operative Documents, including (a) all obligations of the Company under the Operative Documents to pay principal, premium and interest in respect of the Notes, (b) all obligations of the Company under the Operative Documents to reimburse or indemnify the Purchasers or any other Indemnitee and (c) all obligations of the Company to pay fees and expenses pursuant to the Operative Documents.

     “Guarantor Claims” has the meaning specified in Section 6.01 hereof.

     “Guarantors” has the meaning specified in the introduction to this Guaranty.

     “Guaranty” means this Guaranty, as amended, supplemented or modified from time to time.

     “Note Agreement” has the meaning specified in the recitals to this Guaranty.

     “Notes” has the meaning specified in the recitals to this Guaranty.

     “Operative Documents” means the Note Agreement, the Notes and all other instruments and documents now or hereafter executed and delivered by the Company or any Guarantor pursuant to the Note Agreement or otherwise in connection with, or as security for, the indebtedness evidenced by the Notes, provided that this Guaranty shall not constitute an Operative Document.

     “Purchasers” has the meaning specified in the recitals to this Guaranty.

Exhibit E-2  

     (b) All capitalized terms used herein which are defined in the Note Agreement shall have the respective meanings assigned to them therein except as otherwise provided herein or unless the context otherwise requires.

Section 1.02. Interpretation.

     (a) In this Guaranty, unless a clear contrary intention appears:

     (i) the singular number includes the plural number and vice versa;

     (ii) reference to any gender includes each other gender;

     (iii) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Guaranty as a whole and not to any particular Article, Section or other subdivision;

     (iv) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Guaranty and the Note Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually, provided that nothing in this clause (iv) is intended to authorize any assignment not otherwise permitted by this Guaranty and the Note Agreement;

     (v) reference to any Operative Document means such Operative Document as amended, supplemented or modified from time to time in accordance with the terms of the Note Agreement;

     (vi) reference to this Guaranty means this Guaranty as amended, supplemented or modified from time to time in accordance with the terms hereof and of the Note Agreement;

     (vii) reference to any Note includes any note issued pursuant to the Note Agreement in renewal, rearrangement, reinstatement, enlargement, amendment, modification, extension, substitution or replacement therefor;

     (viii) unless the context indicates otherwise, reference to any Article or Section means such Article or Section hereof;

     (ix) the words “including” (and with correlative meaning “include”) means including, without limiting the generality of any description preceding such term;

     (x) with respect to the determination of any period of time, the word “from” means “from and including” and the word “to” means “to but excluding”; and

     (xi) reference to any Legal Requirement means such Legal Requirement as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time.

Exhibit E-3  

     (b) The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

     (c) No provision of this Guaranty shall be interpreted or construed against any Person solely because that Person or its legal representative drafted such provision.

ARTICLE II

NATURE AND SCOPE OF GUARANTY

Section 2.01. Guaranty.

     (a) Subject to Section 2.01(d) below, the Guarantors, jointly and severally, unconditionally and irrevocably guarantee the full and prompt (i) payment in full when due, whether by acceleration or otherwise, and at all times thereafter, of any and all Guaranteed Obligations, including all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. §§362(a), and the operations of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §§502(b) and §§506(b), except, in the case of any Guarantor, as such sections are applicable in connection with a bankruptcy proceeding initiated by or against such Guarantor and (ii) performance in full of all obligations of the Company under the Note Agreement and the other Operative Documents.

     (b) Each Guarantor agrees that this Guaranty constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be had by the Purchasers, any other Holder or any other Person to any security held for payment of any of the Guaranteed Obligations or to any balance of any account or credit on the books of the Purchasers, any other Holder or any other Person in favor of the Company or any other Person. The guaranty provided for herein shall be a continuing guaranty and shall remain in full force and effect until payment in full of all Guaranteed Obligations.

     (c) Each Guarantor further agrees, in furtherance of the foregoing and not in limitation of any other right which the Purchasers, any other Holder or any other Person may have at law or in equity against such Guarantor by virtue hereof, upon the failure of the Company to pay any of the Guaranteed Obligations when and as the same shall become due, whether by required prepayment, acceleration or otherwise (including amounts which would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §§362(a) except as such section is applicable in connection with a bankruptcy proceeding initiated by or against such Guarantor), such Guarantor will forthwith pay, or cause to be paid, to the Holders an amount in the aggregate equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations then due as aforesaid, (ii) accrued and unpaid interest on such Guaranteed Obligations (including, interest which, but for the filing of a petition in bankruptcy with respect to the Company, would accrue on such Guaranteed Obligations) and (iii) all other Guaranteed Obligations then due as aforesaid.

     (d) Anything herein or in the Note Agreement or the Notes to the contrary notwithstanding, the liability of each Guarantor under this Guaranty shall in no event exceed the

Exhibit E-4  

amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors and fraudulent conveyance.

Section 2.02. Guaranteed Obligations Not Reduced by Offset.

     None of the Guaranteed Obligations nor any of the liabilities and obligations of the Guarantors to the Holders hereunder shall be reduced, discharged, terminated or released because or by reason of any existing or future offset, claim or defense of the Company, any Guarantor or any other Person against the Holders (or any of them) or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise. Without limiting the foregoing or the Guarantors’ liability hereunder, to the extent that the Holders do not receive payments or benefits on the Notes in the amounts and at the times required or provided by the Operative Documents or Legal Requirements, the Guarantors, jointly and severally, shall be absolutely liable to make such payments to (and confer such benefits on) the Holders, on a timely basis.

Section 2.03. Irrevocability of Guaranty.

     This Guaranty is intended to be an irrevocable, absolute, continuing guaranty of payment and is not a guaranty of collection. This Guaranty may not be revoked by any Guarantor or the Company.

Section 2.04. Payment by the Guarantors.

     If all or any part of the Guaranteed Obligations shall not be punctually paid when due, whether at maturity or earlier by acceleration or otherwise, the Guarantors shall, immediately upon demand by Purchasers or any Holder, whether individually or collectively, and without presentment, protest, notice of protest, notice of nonpayment, notice of intention to accelerate or acceleration or any other notice whatsoever, jointly and severally pay the amount due on the Guaranteed Obligations to the Holders. Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand(s) shall be deemed made, given and received in accordance with Section 7.02 hereof.

Section 2.05. Payment of Expenses.

     In the event any Guarantor should breach or fail to timely perform any provisions of this Guaranty, the Guarantors shall, immediately upon demand by the Holders, jointly and severally pay all costs and expenses (including court costs and reasonable attorneys’ fees) incurred by the Holders (or any of them) in the enforcement hereof or the preservation of the Holders’ rights hereunder. The covenant contained in this Section 2.05 shall survive the payment of the Guaranteed Obligations.

Section 2.06. No Duty to Pursue Others.

     (a) It shall not be necessary for the Holders (and each Guarantor hereby waives any rights which such Guarantor may have to require the Holders), in order to enforce payment by

Exhibit E-5  

such Guarantor hereunder, first to (i) institute suit or exhaust their remedies against the Company, any other Guarantor or any other Person, (ii) enforce the Holders’ rights against any security which shall ever have been given to secure the Guaranteed Obligations, (iii) enforce the Holders’ rights against any other Guarantors, (iv) join the Company, any other Guarantor or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (v) exhaust any remedies available to the Holders against any security which shall ever have been given to secure the Guaranteed Obligations or (vi) resort to any other means of obtaining payment of the Guaranteed Obligations.

     (b) The Holders shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.

     (c) Each Guarantor expressly waives each and every right to which it may be entitled by virtue of any suretyship law, including any rights pursuant to Rule 31 of the Texas Rules of Civil Procedure, Section 17.001 of the Civil Practice and Remedies Code of Texas, and Chapter 34 of the Texas Business and Commerce Code.

Section 2.07. Complete Waiver of Subrogation.

     (a) Subject to the provisions of the Subrogation and Contribution Agreement, notwithstanding any payment or payments made hereunder or any set-off or application by any Holder of any security or of any credits or claims, no Guarantor will assert or exercise any rights of any Holder or of such Guarantor against the Company to recover the amount of any payment made by such Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and no Guarantor shall have any right of recourse to or any claim against assets or property of the Company, whether or not the obligations of the Company have been satisfied.

     (b) Subject to the provisions of the Subrogation and Contribution Agreement, each Guarantor hereby expressly waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against the Company or any other Guarantor that arises under this Guaranty or any Operative Document or from the performance by any Guarantor of the guaranty hereunder, including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of any Holder against the Company or any Guarantor, or any security that any Holder now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise.

     (c) Subject to the provisions of the Subrogation and Contribution Agreement, each Guarantor agrees not to seek contribution or indemnity or other recourse from any other Guarantor or other Person. If any amount shall nevertheless be paid to any Guarantor by the Company or another Guarantor prior to payment in full of the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Holders and shall forthwith be paid to the Holders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured. The provisions of this paragraph shall survive the termination of this Guaranty, and

Exhibit E-6  

any satisfaction and discharge of the Company by virtue of any payment, court order or any federal or state law.

Section 2.08. Waiver of Notices, Etc.

     The Guarantors consent and agree to the provisions of the Operative Documents and hereby waive notice of (a) any loans made by the Purchasers or any other Holder to the Company, (b) acceptance of this Guaranty, (c) any amendment or extension of the Notes or the other Operative Documents or of any other instrument or document pertaining to all or any part of the Guaranteed Obligations, (d) the execution and delivery by the Company and any Holder of any other agreement or of the Company’s execution and delivery of any promissory notes or other documents in connection therewith, (e) the occurrence of any breach by the Company or of any Event of Default, (f) any transfer or disposition by a Holder of the Guaranteed Obligations or any part thereof, (g) any sale or foreclosure (or posting or advertising for sale or foreclosure) of the collateral, if any shall at any time exist, for the Guaranteed Obligations, (h) protest, presentment, demand for payment and proof of nonpayment, (i) notice of dishonor or nonpayment, notice of intent to accelerate, notice of acceleration, notice of default by the Company or any other Person and all other notices whatsoever, (j) any requirement that any Person proceed against the Company or any security for, or any other Person primarily or secondarily obligated with respect to, any of the Guaranteed Obligations, or exercise any other right or remedy against the Company or any other Person, (k) any right to require marshaling of assets and liabilities, (1) all diligence in collection or protection of or realization upon the Guaranteed Obligations or any thereof, or any obligation hereunder, or any guarantee of the foregoing and (m) any other action at any time taken or omitted by or on behalf of the Purchasers or any other Holder pursuant to or in connection with the Note Agreement or the Notes.

Section 2.09. Effect of Bankruptcy, Other Matters.

     In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, or for any other reason, (a) any Holder must rescind, return or restore any payment, or any part thereof, received by or for the benefit of such Holder in satisfaction (in whole or in part) of the Guaranteed Obligations, as set forth herein, then (i) any prior release or discharge from the terms of this Guaranty given to the Guarantors (or any of them) by the Holders shall be without effect notwithstanding such payment or the application thereof and (ii) this Guaranty shall remain in full force and effect or shall be reinstated, as the case may be, as to such Guaranteed Obligations, all as though such payment had not been made, (b) the Company shall cease to be liable to the Holders for any of the Guaranteed Obligations (other than by reason of the indefeasible payment in full thereof by the Company), then the obligations of the Guarantors under this Guaranty shall remain in full force and effect. It is the intention of the Purchasers, the other Holders and the Guarantors that the Guarantors’ obligations hereunder shall not be discharged except by the Guarantors’ performance of such obligations and then only to the extent of such performance. Without limiting the generality of the foregoing, it is the intention of the Purchasers, the other Holders and the Guarantors that the filing of any bankruptcy or similar proceeding by or against the Company, any Guarantor or any other Person obligated on any portion of the Guaranteed Obligations shall not affect the obligations of the Guarantors or the remaining Guarantors, as the case may be, under this Guaranty or the rights of the Holders under this Guaranty, including the

Exhibit E-7  

right or ability of the Holders, whether individually or collectively, to pursue or institute suit against the Guarantors (or any of them) for the entire Guaranteed Obligations.

ARTICLE III

ADDITIONAL EVENTS AND CIRCUMSTANCES NOT REDUCING
OR DISCHARGING THE GUARANTORS’ OBLIGATIONS

     (a) The obligations of each Guarantor hereunder are absolute and unconditional.

     (b) Each Guarantor agrees that such Guarantor’s obligations under this Guaranty shall not be released, terminated, discharged, diminished, impaired, reduced, suspended or otherwise affected by, and otherwise shall remain in full force and effect regardless of, any of the following:

     (1) any renewal, extension, increase, modification, alteration, expiration, cancellation, waiver or rearrangement of all or any part of the Guaranteed Obligations, or of any of the Operative Documents or any other agreement or other document, instrument, contract or understanding pertaining to the Guaranteed Obligations;

     (2) any adjustment, indulgence, forbearance or compromise that might be granted or given by the Purchasers or any other Holder to the Company or any Guarantor;

     (3) the insolvency, bankruptcy, arrangement, adjustment, composition, structure, liquidation, disability, dissolution or lack of power of the Company, any Guarantor or any other Person at any time primarily or secondarily liable for the payment of all or part of the Guaranteed Obligations;

     (4) any dissolution or reorganization of the Company or any Guarantor, or any sale, lease or transfer of any or all of the assets of the Company or any Guarantor, or any changes in name, business, location, composition, structure, management, ownership or control (whether by accession, secession, cessation, dissolution or transfer of assets) of the Company or any Guarantor;

     (5) the irregularity, invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any Operative Document for any reason whatsoever, including the fact that (i) the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (ii) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (iii) the Persons executing the Notes or other Operative Documents acted in excess of their authority, (iv) the Guaranteed Obligations violate applicable usury laws, (v) the Company has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from the Company, (vi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any Operative Document) is illegal, uncollectible or unenforceable or (vii) the Operative Documents or any other documents or instruments pertaining to the Guaranteed Obligations have been forged or otherwise are irregular or not genuine or authentic;

Exhibit E-8  

     (6) any full or partial compromise, settlement or release of the liability of the Company on the Guaranteed Obligations or any part thereof, or of any Guarantor or any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations or any part thereof, it being recognized, acknowledged and agreed by each Guarantor that (i) such Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other Person and (ii) such Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that any other Person will be liable to pay or perform the Guaranteed Obligations or that the Purchasers or any other Holder will look to any other Person to perform the Guaranteed Obligations;

     (7) the taking or accepting of any security, collateral or other guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations;

     (8) any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations;

     (9) the failure of any Holder or any other Person to exercise diligence or reasonable care or to act, fail to act or comply with any duty in the administration, preservation, protection, enforcement, sale, application, disposal or other handling or treatment of all or any part of the Guaranteed Obligations or any collateral, property or security at any time securing any portion thereof, including the failure to conduct any foreclosure or other remedy fairly or in such a way so as to obtain the best possible price or a favorable price or otherwise act or fail to act;

     (10) the fact that any collateral, security or Lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations shall not be properly perfected or created or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by the Guarantors that the Guarantors are not entering into this Guaranty in reliance on, or in contemplation of the existence, benefits, validity, enforceability, collectibility or value of, any collateral for the Guaranteed Obligations;

     (11) the reorganization, merger or consolidation of the Company or any Guarantor into or with any other Person, or the reorganization or cessation of existence of the Company, any Guarantor or any other Person;

     (12) any payment by the Company to any Holder is held to constitute a preference under bankruptcy laws, or for any reason any Holder is required to refund such payment or pay such amount to the Company or any other Person;

     (13) any assignment or other transfer by any Holder of any part of the Guaranteed Obligations or any collateral, property or security at any time securing any portion thereof, and, in the event of such assignment or transfer of the Guaranteed

Exhibit E-9  

Obligations, then all indebtedness owed by the Company to an assignee or transferee of such Holder shall be part of the Guaranteed Obligations;

     (14) any default, misrepresentation, negligence, misconduct, delay, omission or other action or inaction of any kind by (i) the Company, (ii) any Holder, (iii) any Guarantor or (iv) any Affiliate, employee, officer, director or agent of the Company or any Guarantor, whether under or in connection with this Guaranty or any of the Operative Documents;

     (15) any dispute, set-off, counterclaim or other defense or right such Guarantor, the Company or any other Person may have at any time against the Holders (or any of them) or any other Person;

     (16) any change in the relationship between the Company and such Guarantor or in the relationship between the Company and any other Person;

     (17) any present or future Legal Requirement (whether in right or in fact the Holders shall have consented thereto) purporting to reduce, amend, restructure or otherwise affect any of the Guaranteed Obligations or to vary the terms of payment thereof;

     (18) any action by the Company or any other Person as contemplated by this Guaranty or by any Operative Document and any other action taken or omitted to be taken with respect to the Operative Documents, the Guaranteed Obligations, or any security and collateral therefor, whether or not such action or omission prejudices the Company or any Guarantor or increases the likelihood or risk that any Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof;

     (19) any circumstance whatsoever which might constitute a legal or equitable discharge or defense of the Guarantors (or any of them), including failure of consideration, fraud by or affecting any Person, usury, forgery, breach of warranty and failure to satisfy any Legal Requirement; and

     (20) any other cause or circumstance, whether foreseen or unforeseen and whether similar or dissimilar to any of the foregoing;

     it being the unambiguous and unequivocal intention of the Guarantors that the Guarantors shall be obligated, jointly and severally, to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, except for the full and final payment and satisfaction of the Guaranteed Obligations.

     (c) Each Guarantor hereby (i) consents and agrees to each of the circumstances, events, actions or omissions described or referred to in the foregoing paragraph (a) and (ii) waives any common law, equitable, statutory or other rights (including any right to notice) which such Guarantor might otherwise have as a result of or in connection with any of the occurrence or happening of any of such circumstances, events, actions or omissions.

Exhibit E-10  

ARTICLE IV

ADDITIONAL CONSENTS AND AGREEMENTS OF THE GUARANTORS
REGARDING THE GUARANTEED OBLIGATIONS

     The Guarantors consent and agree that the Holders (or any of them) may, from time to time, in their (or its) sole discretion and without notice to the Company or the Guarantors (or any of them), take any or all of the following actions:

     (a) retain or obtain the primary or secondary obligation of any Person or Persons, in addition to the Guarantors, with respect to any or all of the Guaranteed Obligations;

     (b) extend or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Guaranteed Obligations or any security or guaranty therefor or any liability incurred directly or indirectly in respect thereof;

     (c) release, settle or compromise (i) any of the Guaranteed Obligations, (ii) any security or guaranty for all or part of the Guaranteed Obligations (including the guaranty provided for herein) or any liability (including any of those hereunder) of any nature of any Person with respect to any of the Guaranteed Obligations;

     (d) exercise or refrain from exercising any rights against the Company or any other Person or otherwise act or refrain from acting;

     (e) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order (i) any Property by whomsoever at any time pledged or mortgaged to secure, or however securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred, or guarantees made, directly or indirectly in respect thereof or hereof and/or (ii) any offset against such Property;

     (f) apply any sums by whomsoever paid or howsoever realized to any obligations (including the Guaranteed Obligations) of the Company to the Holders (or any of them) regardless of what obligations of the Company (including the Guaranteed Obligations) remain unpaid;

     (g) consent to or waive any breach of, or any act, omission or default under, any of the Operative Documents, or otherwise amend, modify or supplement any of the Operative Documents;

     (h) resort to the Guarantors (or any of them) for payment of any of the Guaranteed Obligations, whether or not the Holders (or any of them) shall have proceeded against any other Person primarily or secondarily obligated with respect to any of the Guaranteed Obligations or against any security for any of the Guaranteed Obligations;

     (i) act or fail to act in any manner referred to in this Guaranty or any of the Operative Documents which may deprive the Guarantors (or any of them) of any right to

Exhibit E-11  

subrogation against the Company to recover the full indemnity for any payments made pursuant to the guaranty provided herein;

     (j) acquire, protect, perfect or maintain perfection of any Lien in any collateral intended to secure any part of the Guaranteed Obligations;

     (k) fail to notify, or timely notify, the Guarantors (or any of them) of any default, event of default or similar event under any of the Operative Documents; and

     (1) receive and/or apply any proceeds, credits or recoveries from any source, including any proceeds, credits or amounts realized from the exercise of any rights, remedies, powers or privileges under the Operative Documents, by law or otherwise.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

     Each Guarantor represents and warrants to the Purchasers and all other Holders that:

Section 5.01. Benefit.

     Such Guarantor has received, or will receive, direct or indirect benefit from the making of this Guaranty and guaranteeing the Guaranteed Obligations pursuant hereto.

Section 5.02. Familiarity and Reliance.

     (a) Such Guarantor has received true and accurate copies of, and is familiar with, the Operative Documents. Such Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of the Company and is aware that no collateral will secure the payment of the Guaranteed Obligations; however, such Guarantor is not relying on such financial condition as an inducement to enter into this Guaranty.

     (b) Such Guarantor now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company. Such Guarantor understands that neither the Purchasers nor any other Holder will have any duty or responsibility to provide such Guarantor any credit or other information concerning the affairs, financial condition or business of the Company which may come into their possession.

Section 5.03. No Representation by the Purchasers.

     Neither the Purchasers nor any other Person has made any representation, warranty or statement to such Guarantor in order to induce such Guarantor to execute this Guaranty.

Section 5.04. The Guarantor’s Financial Condition.

     As of the date hereof, and after the consummation of the transactions described in the Operative Documents, such Guarantor is, and will be, solvent, and has and will have assets which, fairly valued, exceed its obligations, liabilities and debts.

Exhibit E-12  

Section 5.05. Directors’ Determination of Benefit.

     The Board of Directors of such Guarantor or the general partner of such Guarantor, as the case may be, acting pursuant to a duly called and constituted meeting, after proper notice, or pursuant to a valid unanimous consent, has determined that this Guaranty directly or indirectly benefits such Guarantor and is in the best interests of such Guarantor.

Section 5.06. Legality.

     The execution, delivery and performance by such Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder have been duly authorized by all necessary corporate or partnership action on the part of such Guarantor. This Guaranty constitutes a legal, valid and binding obligation of such Guarantor, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditor’s rights.

Section 5.07. Organization and Good Standing. Such Guarantor:

     (a) is, and will continue to be, a corporation, or a limited partnership or a private limited company, as the case may be, duly organized and validly existing in good standing under the laws of the jurisdiction shown after its name in the introduction to this Guaranty;

     (b) is duly qualified or registered and is in good standing as a foreign corporation or foreign limited partnership, as the case may be, in each jurisdiction in which the nature of such qualification or registration is necessary and in which the failure to so qualify or register could reasonably be expected to have a Material Adverse Effect; and

     (c) possesses all requisite authority, power and Permits necessary to own its assets, to conduct its business and to execute and deliver and comply with the terms of this Guaranty.

Section 5.08. Confirmation of Representations in Note Agreement.

     All of the representations made by the Company with respect to such Guarantor in Article 6 of the Note Agreement are true and correct.

Section 5.09. Survival.

     All representations and warranties made by the Guarantors herein, including the representations made pursuant to Section 5.08, shall survive the execution and delivery hereof.

ARTICLE VI

SUBORDINATION OF CERTAIN INDEBTEDNESS

Section 6.01. Subordination of All Guarantor Claims.

     As used herein, the term “Guarantor Claims” shall mean all debts, liabilities and claims of the Company to one or more of the Guarantors or of any Guarantor to one or more other

Exhibit E-13  

Guarantors, in each case whether such debts, liabilities and claims now exist or are hereafter incurred or arise, or whether the obligations of the Company or such Guarantor thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts, liabilities or claims be evidenced by note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such debts, liabilities or claims may, at their inception, have been, or may hereafter be created, and irrespective of the manner in which they have been or may hereafter be acquired. Until the Guaranteed Obligations shall be paid and satisfied in full and the Guarantors shall have performed all of their obligations hereunder, no Guarantor shall demand, receive or collect, directly or indirectly, from the Company or any other Person (including another Guarantor) any amount upon the Guarantor Claims; provided, however, that, prior to the occurrence of an Event of Default, the Company and each Guarantor may, in the ordinary course of business, repay loans which the Company or such Guarantor has received from any other Guarantor in accordance with the Note Agreement.

Section 6.02. Claims in Bankruptcy.

     In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving the Company or any Guarantor as debtor, each Holder shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable to such Holder upon Guarantor Claims. The Guarantors hereby assign such dividends and payments to the Holders.

Section 6.03. Payments Held in Trust.

     In the event that, notwithstanding Sections 6.01 and 6.02 above, any Guarantor should receive any funds, payments, claims or distributions which are prohibited by such Sections, such Guarantor agrees (i) to hold in trust for the Holders, in kind, all funds, payments, claims or distributions so received, (ii) that such Guarantor shall have absolutely no dominion over such funds, payments, claims or distributions so received except to pay them promptly to the Holders and (iii) promptly to pay the same to the Holders.

Section 6.04. Liens Subordinate.

     Each Guarantor agrees that any Liens upon the Company’s assets or upon assets of any Guarantor securing payment of the Guarantor Claims shall be and remain inferior and subordinate to the Liens, if any, upon the Company’s assets or such Guarantor’s assets securing payment of the Guaranteed Obligations, regardless of whether such Liens in favor of the Guarantors or the Holders presently exist or are hereafter created or attached. Without the prior written consent of the Holders, no Guarantor shall (a) exercise or enforce any creditor’s right it may have against the Company or any other Guarantor or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Liens upon the assets of the Company or any other Guarantor held by, or for the benefit of, such Guarantor.

Exhibit E-14  

Section 6.05. Notation of Records.

     All promissory notes, accounts receivable ledgers or other evidences of the Guarantor Claims accepted by or held by, or for the benefit of, any Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under the terms of this Guaranty.

ARTICLE VII

MISCELLANEOUS

Section 7.01. Waiver and Amendment.

     (a) No failure to exercise, and no delay in exercising, on the part of any Holder, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of the Holders hereunder shall be in addition to all other rights provided by law or by the Operative Documents. No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.

     (b) This Guaranty may be changed, amended, waived or terminated only by an instrument in writing executed by the Company, the Guarantors and the Holders.

Section 7.02. Notices.

     (a) All written communications provided for hereunder shall be sent by first class mail or nationwide overnight delivery service (with charges prepaid) and (i) if to the Company, addressed to it at 1600 West 7th Street, Fort Worth, Texas 76102-2599, Attention: President, or at such other address as the Company shall have specified to each Holder in writing, (ii) if to any Guarantor, addressed to it in care of the Company at the address specified above or at such other address as such Guarantor shall have specified to each Holder in writing, (iii) if to the Purchasers, addressed to it at the address specified for such communications in Schedule I to the Note Agreement, or at such other address as such Purchaser shall have specified to the Guarantors in writing and (iv) if to any other Holder, addressed to such other Holder at such address as such other Holder shall have specified to the Guarantors in writing or, if such other Holder shall not have so specified an address to the Guarantors, then addressed to such other Holder in care of the last Holder of such Note which shall have so specified an address to the Guarantors; provided, however, that any such communication to the Guarantors may also, at the option of the Holders, be delivered by any other means either to the Guarantors in care of the Company at its address specified above or to any Responsible Officer of the Company.

     (b) Any party may change its address for purposes of this Guaranty by giving notice of such change to the other party pursuant to this Section 7.02.

Exhibit E-15  

Section 7.03. Governing Law.

     THIS GUARANTY SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES AND THE HOLDERS SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.

Section 7.04. Invalid Provisions.

     If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

Section 7.05. Entirety.

     This Guaranty embodies the entire agreement between the parties and the Holders relating to the subject matter hereof and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof.

Section 7.06. Reproduction of Documents.

     This Guaranty, the Operative Documents and all documents relating hereto and thereto, including (a) consents, waivers and notifications which may hereafter be executed, (b) documents received by any Holder at the Closing and (c) financial statements, certificates and other information previously or hereafter furnished to any Holder, may be reproduced by such Holder or any Guarantor by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and any original document so reproduced may be destroyed. The Company and each Guarantor agrees and stipulate that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

Section 7.07. Submission to Jurisdiction.

     EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN NEW YORK, NEW YORK OVER ANY ACTION OR PROCEEDING (A) TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS GUARANTY OR UNDER ANY OPERATIVE DOCUMENT OR (B) ARISING FROM OR RELATING TO ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS GUARANTY OR THE OPERATIVE DOCUMENTS, AND EACH GUARANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR

Exhibit E-16  

PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE OR FEDERAL COURT. EACH GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH GUARANTOR AT ITS ADDRESS FOR NOTICES PURSUANT TO SECTION 7.02, SUCH SERVICE TO BECOME EFFECTIVE 10 DAYS AFTER SUCH MAILING. EACH SUCH SERVICE IS HEREBY ACKNOWLEDGED BY EACH GUARANTOR TO BE SUFFICIENT, EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. IF ANY AGENT APPOINTED BY ANY GUARANTOR REFUSES TO ACCEPT SERVICE, SUCH GUARANTOR HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM OR VENUE TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING. EACH GUARANTOR HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS SECTION 7.07 SHALL AFFECT THE RIGHT OF ANY HOLDER OR THE RIGHT OF ANY OTHER PERSON TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW, OR THE RIGHT OF ANY HOLDER OR THE RIGHT OF ANY OTHER PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY GUARANTOR OR THE PROPERTY OF ANY GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION.

Section 7.08. Transfer of Guaranteed Obligations.

     The Purchasers and each other Holder may, from time to time, without notice to the Guarantors (or any of them), assign or transfer all or a part of the Guaranteed Obligations or any interest therein, and, notwithstanding any such assignment or transfer or any subsequent assignment or transfer thereof, such Guaranteed Obligations shall be and remain Guaranteed Obligations for purposes of this Guaranty, and each and every immediate and successive assignee or transferee of any of the Guaranteed Obligations or of any interest therein shall, to the extent of the interest of such assignee or transferee in the Guaranteed Obligations, be entitled to the benefit of this Guaranty to the same extent as if such assignee or transferee were the Purchasers or such other Holder, as the case may be.

Section 7.09. Parties Bound; Assignment.

     This Guaranty shall be binding upon the Guarantors, the Company and their respective successors, assigns and legal representatives and shall inure to the benefit of, and be enforceable by, the Purchasers, all other Holders and their respective successors, assigns and legal representatives; provided, however, that no Guarantor may, without the prior written consent of the Holders, assign any of its rights, powers, duties or obligations hereunder.

Exhibit E-17  

Section 7.10. Multiple Counterparts.

     This Guaranty may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Guaranty by signing any such counterpart.

Section 7.11. Rights and Remedies.

     If any Guarantor becomes liable for any indebtedness owing by the Company to the Holders, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of the Holders hereunder shall be cumulative of any and all other rights the Holders may ever have against such Guarantor. The exercise by any Holder of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

Section 7.12. Relation to Note Agreement.

     This Guaranty has been executed and delivered pursuant to, and is subject to certain terms and conditions set forth in, the Note Agreement, and is the Guaranty referred to therein.

Section 7.13. Payments.

     All payments payable or to be payable pursuant to this Guaranty shall be payable in immediately available funds and in such coin or currency of the United States of America that, at the time of payment, is legal tender for the payment of public and private debts in the United States of America and shall be made by electronic funds transfer to such bank and/or account in the continental United States for the account of the payee as from time to time the payee shall have directed to the payor in writing, or, if no such direction shall have been given by the Purchasers, in the manner and at the address set forth in Schedule I to the Note Agreement or, if no such direction shall have been given by any other Holder, by check of the payor payable to the order of such Holder and mailed to such Holder in the manner and at the address set forth in Section 7.02 hereof.

Section 7.14. Interest.

     (a) Any amounts due under this Guaranty which are not paid when due shall bear interest until paid at the rate per annum equal to the Default Rate.

     (b) The foregoing paragraph (a) is expressly limited so that in no event whatsoever shall the amount paid, or otherwise agreed to be paid, thereunder by any Guarantor to any Holder for the use, forbearance or detention of money exceed that amount of money which would cause the effective rate of interest to exceed the Highest Lawful Rate, and all amounts owed by any Guarantor under such paragraph (a) shall be held to be subject to reduction to the effect that such amounts so paid or agreed to be paid by such Guarantor which are for the use, forbearance or detention of money shall in no event exceed that amount of money which would cause the effective rate of interest to exceed the Highest Lawful Rate.

Exhibit E-18  

     (c) Anything in this Section 7.14 to the contrary notwithstanding, no Guarantor shall ever be required by this Section 7.14 to pay unearned interest or ever be required by this Section 7.14 to pay interest at a rate in excess of the Highest Lawful Rate, and if the effective rate of interest which would otherwise be payable by such Guarantor under this Section 7.14 would exceed the Highest Lawful Rate, or if any Holder shall receive any unearned interest from such Guarantor under this Section 7.14 or shall receive monies from such Guarantor under this Section 7.14 that are deemed to constitute interest which would increase the effective rate of interest payable by such Guarantor under this Section 7.14 to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by such Guarantor under this Section 7.14 shall be reduced to the amount allowed under applicable law and (ii) any unearned interest paid by such Guarantor under this Section 7.14 or any interest paid by such Guarantor under this Section 7.14 in excess of the Highest Lawful Rate shall be in the first instance credited on the principal of the Guaranteed Obligations with the excess thereof, if any, refunded to such Guarantor.

     (d) It is further agreed that, without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by any Holder under this Section 7.14 which are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by usury laws applicable to this Guaranty (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the period of the full stated term of this Guaranty all interest at any time contracted for, charged or received by such Holder under this Section 7.14.

     (e) If, at any time and from time to time, (i) the amount of interest payable under this Section 7.14 by any Guarantor to any Holder on any date shall be computed at the Highest Lawful Rate and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to such Holder would be less than the Highest Lawful Rate, then the amount of interest payable by such Guarantor to such Holder under this Section 7.14 in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable by such Guarantor to such Holder shall equal the total amount of interest which would have been payable to such Holder by such Guarantor if the total amount of interest had been computed without giving effect to this Section 7.14.

Section 7.15. Judgment Currency.

     (a) The obligation of each Guarantor hereunder to make payments to any Holder in Dollars shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than Dollars, except to the extent that such tender or recovery results in the effective receipt by such Holder of the full amount of Dollars expressed to be payable to such Holder under this Guaranty. If for the purpose of obtaining or enforcing judgment against any Guarantor in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than Dollars (such other currency being referred to in this Section 7.15 as the “Judgment Currency”) an amount due in Dollars, the conversion shall be made, at the Dollar Equivalent, as of the Business Day immediately preceding the day on which the judgment is given (such Business Day being referred to in this Section 7.15 as the “Judgment Currency Conversion Date”). For purposes of this Section 7.15,

Exhibit E-19  

the term “Dollar Equivalent” shall mean, with respect to any monetary amount in a currency other than Dollars, at any time for the determination thereof, the amount of Dollars obtained by converting such foreign currency involved in such computation into Dollars at the spot rate for the purchase of Dollars with the applicable foreign currency as quoted to such Holder by a nationally recognized commercial bank or investment bank, which is not affiliated with such Holder, at approximately 10:00 A.M. (New York City time) on the date of determination thereof specified herein.

     (b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment by the relevant Guarantor of the amount due, such Guarantor covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of Dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.

     (c) For purposes of determining the Dollar Equivalent for this Section 7.15, such amounts shall include any premium and costs payable in connection with the purchase of the Dollars.

Section 7.16. Performance of Covenants; etc.

     Each Guarantor agrees, as an independent undertaking with the Purchasers and the other Holders, to perform the covenants applicable to it contained in Article 8 and Article 9 of the Note Agreement. Neither the Company nor any Guarantor shall undertake any course of action inconsistent with the provisions or intent of this Guaranty or any of the Operative Documents. The Company and each Guarantor will promptly do all acts and things and take all such measures as may be necessary or appropriate, or as the Required Holders may reasonably request, to comply as soon as practicable with the terms, conditions and provisions of this Guaranty.

[Remainder of page intentionally left blank. Next page is signature page.]

Exhibit E-20  

     EXECUTED as of the day and year first above written.

GUARANTORS BRONCO PAWN & GUN, INC. CASH AMERICA ADVANCE, INC. CASH AMERICA FRANCHISING, INC. CASH AMERICA HOLDING, INC. CASH AMERICA, INC. CASH AMERICA, INC. OF ALABAMA CASH AMERICA, INC. OF ILLINOIS CASH AMERICA, INC. OF INDIANA CASH AMERICA, INC. OF KENTUCKY CASH AMERICA, INC. OF LOUISIANA CASH AMERICA, INC. OF OKLAHOMA CASH AMERICA, INC. OF SOUTH CAROLINA CASH AMERICA, INC. OF UTAH CASH AMERICA, INC. OF VIRGINIA CASH AMERICA MANAGEMENT L.P., by its      general partner, CASH AMERICA HOLDING, INC. CASH AMERICA OF MISSOURI, INC. CASH AMERICA PAWN L.P., by its general      partner, CASH AMERICA HOLDING, INC. CASH AMERICA PAWN, INC. OF OHIO CASHLAND FINANCIAL SERVICES, INC. DOC HOLLIDAY’S PAWNBROKERS &      JEWELLERS, INC. EXPRESS CASH INTERNATIONAL      CORPORATION FLORIDA CASH AMERICA, INC. GAMECOCK PAWN & GUN, INC. HORNET PAWN & GUN, INC. LONGHORN PAWN AND GUN, INC. MR. PAYROLL CORPORATION RATI HOLDING, INC. TIGER PAWN & GUN, INC. UPTOWN CITY PAWNERS, INC. VINCENT’S JEWELERS AND LOAN, INC.
By
	Name:	Austin D. Nettle
	Title:	Vice President and Treasurer for All
CASH AMERICA FINANCIAL SERVICES, INC.
By
	Name:	Daniel R. Feehan
	Title:	President

Exhibit E-21  

CASH AMERICA, INC. OF COLORADO CASH AMERICA, INC. OF NEVADA CASH AMERICA, INC. OF NORTH CAROLINA CASH AMERICA, INC. OF TENNESSEE GEORGIA CASH AMERICA, INC.
By
	Name:	David Clay
	Title:	Vice President and Treasurer
COMPANY CASH AMERICA INTERNATIONAL, INC.
By
	Name:	Austin D. Nettle
	Title:	Vice President and Treasurer

Exhibit E-22  

EXHIBIT F

[FORM OF SUBROGATION AND CONTRIBUTION AGREEMENT]

SUBROGATION AND CONTRIBUTION AGREEMENT

     This SUBROGATION AND CONTRIBUTION AGREEMENT (the “Agreement”) is executed as of December 28, 2005 by CASH AMERICA INTERNATIONAL, INC., a Texas corporation (“Borrower”), CASH AMERICA, INC., a Delaware corporation, CASH AMERICA ADVANCE, INC., a Delaware Corporation, CASH AMERICA, INC. OF TENNESSEE, a Tennessee corporation, CASH AMERICA, INC. OF OKLAHOMA, an Oklahoma corporation, CASH AMERICA, INC. OF KENTUCKY, a Kentucky corporation, CASH AMERICA, INC. OF SOUTH CAROLINA, a South Carolina corporation, FLORIDA CASH AMERICA, INC., a Florida corporation, GEORGIA CASH AMERICA, INC., a Georgia corporation, CASH AMERICA, INC. OF NORTH CAROLINA, a North Carolina corporation, CASH AMERICA PAWN, INC. OF OHIO, an Ohio corporation, CASH AMERICA, INC. OF LOUISIANA, a Delaware corporation, CASH AMERICA, INC. OF NEVADA, a Nevada corporation, CASH AMERICA PAWN L.P., a Delaware limited partnership, CASH AMERICA MANAGEMENT L.P., a Delaware limited partnership, CASH AMERICA HOLDING, INC., a Delaware corporation, EXPRESS CASH INTERNATIONAL CORPORATION, a Delaware corporation, CASH AMERICA, INC. OF ALABAMA, an Alabama corporation, CASH AMERICA, INC. OF COLORADO, a Colorado corporation, CASH AMERICA, INC. OF INDIANA, an Indiana corporation, CASH AMERICA OF MISSOURI, INC., a Missouri corporation, VINCENT’S JEWELERS AND LOAN, INC., a Missouri corporation, MR. PAYROLL CORPORATION, a Delaware corporation, CASH AMERICA, INC. OF UTAH, a Utah corporation, CASH AMERICA FRANCHISING, INC., a Delaware corporation, CASH AMERICA FINANCIAL SERVICES, INC., a Delaware corporation, CASH AMERICA, INC. OF ILLINOIS, an Illinois corporation, UPTOWN CITY PAWNERS, INC., an Illinois corporation, DOC HOLLIDAY’S PAWNBROKERS & JEWELLERS, INC., a Delaware corporation, LONGHORN PAWN AND GUN, INC., a Texas corporation, BRONCO PAWN & GUN, INC., an Oklahoma corporation, GAMECOCK PAWN & GUN, INC., a South Carolina corporation, HORNET PAWN & GUN, INC., a North Carolina corporation, RATI HOLDING, INC., a Texas Corporation, and TIGER PAWN & GUN, INC., a Tennessee corporation (all of the parties except Borrower named above, are collectively referred to herein as the “Guarantors” and individually referred to as a “Guarantor”).

     WHEREAS, as an inducement to the Purchasers (as defined in the hereinafter defined Note Agreement) to (i) execute and deliver the Note Agreement dated as of December 28, 2005 (as may be amended from time to time, the “Note Agreement”) among the Company and the Purchasers and (ii) purchase the Notes to be issued and sold pursuant to the Note Agreement (the “Notes”), the Guarantors and each of them, jointly and severally, have executed a certain Joint and Several Guaranty, dated as of December 28, 2005 (as may be amended from time to time, the “Guaranty”), simultaneously with this Agreement, subject to the terms and conditions set forth therein; and

Exhibit F-1  

     WHEREAS, the parties to this Agreement desire to execute this Subrogation and Contribution Agreement, in connection with the Guaranty.

     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. AGREEMENT CONCERNING SUBROGATION AND CONTRIBUTION

     Notwithstanding Section 2.07 of the Guaranty to the contrary, to the fullest extent permitted by applicable law, the parties hereto acknowledge and agree that: (i) with respect to each of the Guarantors’ relative liability under the Guaranty, each Guarantor possesses, and has not waived, corresponding rights of contribution, subrogation, indemnity, and reimbursement (such rights collectively referred to herein as “Contribution Rights”) relative to the other Guarantors; provided that each Guarantor shall not enforce its Contribution Rights against any party to this Agreement until all of the Note Obligations (as hereinafter defined) shall have been paid in full, and (ii) each Guarantor is entitled to Contribution Rights to the extent of any payments such Guarantor may have made to the Holders under and pursuant to the Note Agreement and the Notes (all obligations, liabilities and indebtedness of the Guarantors under the Note Agreement and the Notes pursuant to the Guaranty are hereinafter referred to as the “Note Obligations”). Notwithstanding anything to the contrary contained in this paragraph or in this Agreement, no liability or obligation of any Guarantor that shall accrue pursuant to this Agreement shall be paid nor shall it be deemed owed pursuant to this Agreement until all of the Note Obligations shall be paid in full. The parties hereto covenant and agree that a breach of this Agreement shall not diminish or otherwise affect the liability of the Guarantors under the Guaranty.

2. REPRESENTATIONS AND WARRANTIES.

     Each party hereto represents and warrants to each other party hereto and to its respective successors and assigns that:

     (a) the execution, delivery and performance by each party hereto of this Agreement are within such party’s corporate powers, have been duly authorized by all necessary corporate action or partnership action, as the case may be, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the articles of incorporation, bylaws, limited partnership agreement or other organizing document of such party or of any agreement, judgment, injunction, order, decree or other instrument binding upon such party or result in the creation or imposition of any lien, security interest or other charge or encumbrance on any asset of such party; and

     (b) this Agreement constitutes a legal, valid and binding agreement of such party, enforceable against such party in accordance with its terms.

Exhibit F-2 

3. NO WAIVER.

     No failure or delay by any Guarantor in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and non-exclusive of any rights or remedies provided by law.

4. AMENDMENTS.

     Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the parties hereto and consented to by the Holders.

5. SUCCESSOR AND ASSIGNS.

     The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

6. CHOICE OF LAW.

     This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York and any applicable federal laws of the United States of America.

7. COUNTERPARTS.

     This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when a counterpart hereof shall have been signed by all the parties hereto.

[Remainder of page intentionally left blank. Next page is signature page.]

Exhibit F-3 

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

GUARANTORS BRONCO PAWN & GUN, INC. CASH AMERICA ADVANCE, INC. CASH AMERICA FRANCHISING, INC. CASH AMERICA HOLDING, INC. CASH AMERICA, INC. CASH AMERICA, INC. OF ALABAMA CASH AMERICA, INC. OF ILLINOIS CASH AMERICA, INC. OF INDIANA CASH AMERICA, INC. OF KENTUCKY CASH AMERICA, INC. OF LOUISIANA CASH AMERICA, INC. OF OKLAHOMA CASH AMERICA, INC. OF SOUTH CAROLINA CASH AMERICA, INC. OF UTAH CASH AMERICA, INC. OF VIRGINIA CASH AMERICA MANAGEMENT L.P., by its      general partner, CASH AMERICA HOLDING, INC. CASH AMERICA OF MISSOURI, INC. CASH AMERICA PAWN L.P., by its general      partner, CASH AMERICA HOLDING, INC. CASH AMERICA PAWN, INC. OF OHIO CASHLAND FINANCIAL SERVICES, INC. DOC HOLLIDAY’S PAWNBROKERS &      JEWELLERS, INC. EXPRESS CASH INTERNATIONAL      CORPORATION FLORIDA CASH AMERICA, INC. GAMECOCK PAWN & GUN, INC. HORNET PAWN & GUN, INC. LONGHORN PAWN AND GUN, INC. MR. PAYROLL CORPORATION RATI HOLDING, INC. TIGER PAWN & GUN, INC. UPTOWN CITY PAWNERS, INC. VINCENT’S JEWELERS AND LOAN, INC.
By
	Name:	Austin D. Nettle
	Title:	Vice President and Treasurer
CASH AMERICA FINANCIAL SERVICES, INC.
By
	Name:	Daniel R. Feehan
	Title:	President

Exhibit F-4 

CASH AMERICA, INC. OF COLORADO CASH AMERICA, INC. OF NEVADA CASH AMERICA, INC. OF NORTH CAROLINA CASH AMERICA, INC. OF TENNESSEE GEORGIA CASH AMERICA, INC.
By
	Name:	David Clay
	Title:	Vice President and Treasurer
BORROWER CASH AMERICA INTERNATIONAL, INC., a Texas corporation
By
	Name:	Austin D. Nettle
	Title:	Vice President and Treasurer

Exhibit F-5 

EXHIBIT G

[EXISTING BANK LOAN AGREEMENT]

[See First Amended and Restated Credit Agreement among Cash America International, Inc. and certain lenders named therein dated as of February 24, 2005 filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009]

EX-10.5

EXHIBIT 10.5

EXECUTION VERSION

CASH AMERICA INTERNATIONAL, INC.

AMENDMENT NO. 1 TO NOTE AGREEMENT

As of December 11, 2008

To the Persons Named on
Annex 1 Hereto

Ladies and Gentlemen:

     Cash America International, Inc., a Texas corporation (hereinafter, the “Company”), together with its successors and assigns, agrees with you as follows:

1. PRELIMINARY STATEMENTS.

     1.1. Note Issuance, etc.

     The Company issued and sold $40,000,000 in aggregate principal amount of its 6.12% Senior Notes due December 28, 2015 (as in effect immediately prior to giving effect to the Amendments (as defined below) provided for hereby, the “Existing Notes”) pursuant to that certain Note Agreement, dated as of December 28, 2005 (as in effect immediately prior to giving effect to the Amendments provided for hereby, the “Existing Note Agreement”, and as amended as contemplated hereby, the “Note Agreement”). The register for the registration and transfer of the Existing Notes indicates that the parties named in Annex 1 (the “Current Holders”) to this Amendment No. 1 to Note Agreement (this “Amendment Agreement”) are currently the holders of the entire outstanding principal amount of the Existing Notes. The amendments to the Existing Note Agreement and the amendment and restatement of the Existing Notes as provided for by this Amendment Agreement are referred to herein, collectively, as the “Amendments”.

2. DEFINED TERMS.

     Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in the Note Agreement.

3. AMENDMENTS TO THE EXISTING NOTE AGREEMENT.

     Subject to Section 6, the Existing Note Agreement is amended as provided for by this Amendment Agreement as follows:

     1. The cover page of the Existing Note Agreement is hereby amended by replacing the reference therein to “December 28, 2015” with “December 28, 2012.”

     2. Section 1.01 of the Existing Note Agreement is hereby amended by replacing each reference therein to “December 28, 2015” with “December 28, 2012.”

     3. Section 2.01 of the Existing Note Agreement is hereby amended by amending and restating the definition of “Investment” to read as follows:

     ““Investment” means, as applied to any Person, (i) any direct or indirect purchase or other acquisition by such Person of stocks, bonds, notes, debentures or other securities of any other Person, (ii) any direct or indirect loan, advance, extension of credit or capital contribution by such Person to any other Person (other than a contribution of capital stock of the Company to any Person in connection with the acquisition of the New Mexican Subsidiary by Cash America of Mexico), (iii) any Assurance by such Person of any indebtedness of any other Person, (iv) the subordination by such Person of any claim against any other Person to other indebtedness of such other Person and (v) any other item which would be classified as an “investment” on a balance sheet of such Person prepared in accordance with GAAP, including any direct or indirect contribution by such Person of Property to a joint venture, partnership or other business entity in which such Person retains an interest.”

     4. Section 2.01 of the Existing Note Agreement is hereby amended by adding a new definition of “New Mexican Subsidiary” in proper alphabetical order and such new definition shall read in full as follows:

     ““New Mexican Subsidiary” means Creazione Estilo, S.A. de C.V., SOFOM, E.N.R., a Mexican sociedad anónima de capital variable, sociedad financiera de objeto múltiple, entidad no regulada, so long as Cash America of Mexico, Inc., a Delaware corporation and Wholly-Owned Subsidiary, owns not less than 80% of its Voting Stock and 80% of the outstanding shares of all other classes of its Stock.”

     5. Section 5.01(a) of the Existing Note Agreement is hereby amended and restated to read in full as follows:

     “(a) Unless the aggregate principal amount of the then outstanding Notes shall have become due and payable pursuant to Section 10.01, the Company shall apply to the prepayment of the Notes, without premium, and there shall become due and payable, principal amounts of Notes (or, in the case of any such prepayment, such lesser principal amount of the Notes as shall then be outstanding) equal to (i) $13,333,333.34 on December 28, 2010, (ii) $10,000,000 on December 28, 2011, (iii) $3,333,333.34 on March 31, 2012, and (iv) $13,333,333.34 principal amount (or such other principal amount thereof as then remains unpaid) at their stated maturity on December 28, 2012. Each such prepayment shall be at 100% of the principal amount of the Notes so prepaid, together with all accrued and unpaid interest thereon to the date of prepayment. No partial prepayment of the Notes pursuant to Section 5.02 shall relieve the Company from its obligation to make the required prepayment provided for in this Section 5.01.”

     6. Section 9.08(e) of the Existing Note Agreement is hereby amended and restated to read in full as follows:

     “(e) in the case of the Company or any Subsidiary, Investments in Non-Domestic and Non-Wholly Owned Subsidiaries (including Subsidiaries acquired after December

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1, 2008 in accordance with Section 9.17(a)(1)) resulting from its acquisition or ownership of Stock of, or capital contributions to, such Subsidiaries but, in each case, only to the extent not prohibited by Section 9.17(a), provided that (i) after giving effect to each such Investment the aggregate book value of all Investments of the Company and all Subsidiaries in Non-Domestic Subsidiaries and Non-Wholly Owned Subsidiaries (other than the New Mexican Subsidiary) at such time does not exceed 10% of Consolidated Net Worth or (ii) such Investment is in the New Mexican Subsidiary;”

     7. Schedule I (Purchaser Information) of the Existing Note Agreement is hereby amended by replacing each reference therein to “December 28, 2015” with “December 28, 2012.”

4. AMENDMENT AND RESTATEMENT OF EXISTING NOTES.

     4.1. Amendment and Restatement of Existing Notes.

     The Existing Notes, as amended and restated by this Amendment Agreement, shall be hereinafter referred to, individually, as a “Note” and, collectively, as the “Notes.” Subject to Section 6, the Existing Notes are hereby, without any further action required on the part of any other Person, deemed to be automatically amended to conform to and have the terms provided in Exhibit A hereto (except that the principal amount and the payee of each Note shall remain unchanged). Any Note issued on or after the Effective Date shall be in the form of Exhibit A hereto. The term “Notes” as used in the Existing Note Agreement shall include each Note delivered pursuant to any provision of the Existing Note Agreement, as amended hereby (and as hereafter amended) and each Note delivered in substitution or exchange for any such Note pursuant to any such provision.

     4.2. Replacement Notes.

     Upon the request of the record holder of an Existing Note, the Company will issue a replacement Note or Notes in favor of such holder for such holder’s Existing Note or Existing Notes.

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     To induce you to enter into this Amendment Agreement and to consent to the Amendments, the Company represents and warrants to you as follows:

     5.1. Full Disclosure.

     Neither the financial statements and other certificates previously provided to each of the Current Holders pursuant to the provisions of the Existing Note Agreement nor the statements made in this Amendment Agreement nor any other written statements furnished to each of the Current Holders by or on behalf of the Company in connection with the proposal and negotiation of the transactions contemplated hereby, taken as a whole, contained any untrue statement of a material fact or omitted a material fact necessary to make the statements contained therein and herein not misleading, in each case as of the time such financial statements or certificates were provided or such statements were made or furnished. There is no fact known to the Company

3

relating to any event or circumstance that has occurred or arisen since the Closing Date that the Company has not disclosed to each of the Current Holders in writing that has had or, so far as the Company can now reasonably foresee, could reasonably be expected to have, a Material Adverse Effect.

     5.2. Power and Authority.

     The Company has all requisite corporate power and authority to enter into and perform its obligations under this Amendment Agreement.

     5.3. Due Authorization.

     This Amendment Agreement has been duly authorized by all necessary action on the part of the Company, has been executed and delivered by a duly authorized officer of the Company, and constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except that enforceability may be limited by applicable bankruptcy, reorganization, arrangement, insolvency, moratorium, or other similar laws affecting the enforceability of creditors’ rights generally and subject to the availability of equitable remedies.

     5.4. No Defaults.

     No event has occurred and no condition exists that, upon the execution and delivery of this Amendment Agreement, would constitute a Default or an Event of Default.

     5.5. Prenda Facil

     The Company has delivered to special counsel to the Current Holders true and correct copies of the primary documents pursuant to which the Company or any of its Subsidiaries has invested in and acquired the business operated by the New Mexican Subsidiary.

6. EFFECTIVENESS OF AMENDMENTS.

     The Amendments shall become effective as of the first date written above (the “Effective Date”) upon the satisfaction of the conditions precedent described in Sections 6.1, 6.2 and 6.3 below:

     6.1. Execution and Delivery of this Amendment Agreement.

     The Company and the Current Holders shall have executed and delivered this Amendment Agreement.

     6.2. Guarantors.

     Each Guarantor which delivered the Guaranty (or an agreement and adoption of the Guaranty) shall have executed and delivered to you the Consent and Reaffirmation attached hereto as Exhibit B.

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     6.3. Opinions of Counsel.

     Each of the Current Holders shall have received a closing opinion, each dated the Effective Date, from each of:

     (a) Hunton & Williams LLP, counsel to the Company and the Guarantors, in the form of Exhibit C hereto;

     (b) Curtis Linscott, General Counsel to the Company and the Guarantors, in the form of Exhibit D hereto; and

     (c) Bingham McCutchen, LLP, your special counsel, in the form of Exhibit E hereto.

     6.4. Amendment Fee.

     Whether or not the Amendments become effective, on the date this Amendment Agreement is executed by each of the parties hereto, the Company will pay each of the Current Holders a fee in the amount set forth in a fee letter of even date herewith among the Company and each of the Current Holders.

     6.5. Fees and Expenses.

     Whether or not the Amendments become effective, the Company will promptly (and in any event within thirty Business Days of receiving any statement or invoice therefor) pay all reasonable fees, expenses and costs relating to this Amendment Agreement, including, but not limited to, the reasonable fees of your special counsel, Bingham McCutchen LLP, incurred in connection with the preparation, negotiation and delivery of this Amendment Agreement and any other documents related hereto. Nothing in this Section shall limit the Company’s obligations pursuant to Section 11.02 of the Note Agreement.

7. MISCELLANEOUS.

     7.1. Part of Existing Note Agreement; Future References, etc.

     This Amendment Agreement shall be construed in connection with and as a part of the Existing Note Agreement and, except as expressly amended by this Amendment Agreement, all terms, conditions and covenants contained in the Existing Note Agreement are hereby ratified and shall be and remain in full force and effect. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment Agreement may refer to the Existing Note Agreement without making specific reference to this Amendment Agreement, but nevertheless all such references shall include this Amendment Agreement unless the context otherwise requires.

     7.2. Counterparts.

     This Amendment Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together

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signed by all, of the parties hereto. A facsimile of an executed copy of this Amendment Agreement shall have the same effect as the original executed Amendment Agreement.

     7.3. Governing Law.

     THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN NEW YORK.

[Remainder of page intentionally left blank; next page is signature page.]

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     If you are in agreement with the foregoing, please so indicate by signing the acceptance below on the accompanying counterpart of this agreement and returning it to the Company, whereupon it will become a binding agreement among you and the Company.

CASH AMERICA INTERNATIONAL, INC.
By:	/s/ David J. Clay
	Name:	David J. Clay
	Title:	Senior Vice President-Finance

[Signature Page to Amendment No. 1 to Note Agreement (Cash America — 2005)]

     The foregoing Amendment Agreement is hereby accepted as of the date first above written. By its execution below, each of the undersigned represents that it is either the registered owner of one or more of the Existing Notes or is the beneficial owner of one or more of the Existing Notes and is authorized to enter into this Amendment Agreement in respect thereof.

MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Advisory Company, its agent
By:	/s/ Michael Damaso
	Name:	Michael Damaso
	Title:	Senior Managing Director
NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Advisory Company, its agent
By:	/s/ Michael Damaso
	Name:	Michael Damaso
	Title:	Senior Managing Director

[Signature Page to Amendment No. 1 to Note Agreement (Cash America — 2005)]

EQUITRUST LIFE INSURANCE COMPANY
By:	/s/ Herman L. Riva
	Name:	Herman L. Riva
	Title:	Vice President
FARM BUREAU LIFE INSURANCE COMPANY
By:	/s/ Herman L. Riva
	Name:	Herman L. Riva
	Title:	Vice President

[Signature Page to Amendment No. 1 to Note Agreement (Cash America — 2005)]

Annex 1

CURRENT HOLDERS

Midland National Life Insurance Company

North American Company for Life and Health Insurance

Equitrust Life Insurance Company

Farm Bureau Life Insurance Company

Exhibit A

[FORM OF NOTE]

CASH AMERICA INTERNATIONAL, INC.

6.12% SENIOR NOTE DUE DECEMBER 28, 2012

No. R-[     ]	[Date]
$[                    ]	PPN: 14754D B*0
	New York, New York

     FOR VALUE RECEIVED, the undersigned, CASH AMERICA INTERNATIONAL, INC. (the “Company”), a corporation organized and existing under the laws of the State of Texas, hereby promises to pay to [                              ], or registered assigns, the principal sum of [                              ] DOLLARS ($[               ]) on or before December 28, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid balance of such principal amount from the date hereof until the same shall become due and payable (whether at maturity or at any date fixed for prepayment or by declaration or otherwise) at the rate of 6.12% per annum, payable semi-annually on June 28 and December 28 in each year, commencing June 28, 2006, and with interest on any overdue principal (including any overdue prepayment of principal), premium and (to the extent permitted by law) interest at the Default Rate (as defined in the Note Agreement referred to below), payable semi-annually as aforesaid or, at the option of the holder hereof, on demand.

     Payments of principal shall be made on the dates and in the amounts specified in the Note Agreement. Payment of principal, premium, if any, and interest shall be made in lawful money of the United States of America in accordance with the Note Agreement.

     This Note is one of the Company’s 6.12% Senior Notes due December 28, 2012 (the “Notes”) issued in the original aggregate principal amount of $40,000,000 pursuant to the Note Agreement, dated as of December 28, 2005 (as and if amended from time to time, the “Note Agreement”), between the Company and the Purchasers listed on Schedule I to the Note Agreement and is entitled to the benefits thereof. All capitalized terms used herein and not otherwise defined shall have the meanings specified therefor in the Note Agreement.

     As provided in the Note Agreement, this Note is subject to prepayment, in whole or from time to time in part, in certain cases without premium and in other cases with a premium as specified in the Note Agreement. The Company agrees to make required prepayments of principal of the Notes in the amounts, on the dates, and in the manner provided in the Note Agreement.

     THE COMPANY IS OBLIGATED UNDER THE NOTE AGREEMENT TO KEEP A TRUE COPY THEREOF AT ITS PRINCIPAL EXECUTIVE OFFICE FOR INSPECTION DURING NORMAL BUSINESS HOURS.

     Transfers of this Note shall be registered in the register maintained by the Company for such purpose in accordance with the Note Agreement. Prior to presentment of this Note for registration of transfer, the Company may deem and treat the holder of this Note as the absolute owner hereof (whether or not this Note shall be overdue) for all purposes, and the Company will not be affected by any notice to the contrary.

     As provided in the Note Agreement, the Notes are entitled to the benefits of the Guaranty.

     The Note Agreement provides, among other things, for the acceleration of the maturity of this Note under certain conditions and for the prepayment of this Note under certain conditions and further provides that the holder hereof may never charge, collect or receive interest greater than that permitted by applicable law. As provided in the Note Agreement, all costs of collection with respect to this Note (including, without limitation, reasonable attorneys’ fees and other legal expenses) shall be borne by the Company.

     The Company hereby waives grace (except as otherwise expressly provided in Section 10.01 of the Note Agreement), demand, presentment for payment, notice of dishonor, notice of default, notice of intention to accelerate the maturity hereof, protest and notice of protest and diligence in collecting and bringing of suit, and agrees to all renewals, extensions or partial payments hereon, with or without notice, before or after maturity.

     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAW OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.

     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

CASH AMERICA INTERNATIONAL, INC.
By
	Name:
	Title:

Exhibit B

CONSENT AND REAFFIRMATION

     Each of the undersigned (the “Guarantors”) hereby (i) acknowledges receipt of a copy of the foregoing Amendment No. 1 to Note Agreement (the “First Amendment”); (ii) consents to the Company’s execution and delivery thereof; (iii) agrees to be bound thereby; (iv) affirms that nothing contained therein shall modify in any respect whatsoever its guaranty of the obligations of the Company to the holders of the Notes pursuant to the terms of that certain Joint and Several Guaranty, entered into by the Guarantors pursuant to the terms of the Note Agreement (the “Guaranty”); and (v) reaffirms that the Guaranty is and shall continue to remain in full force and effect. Although each of the Guarantors has been informed of the matters set forth herein and in the First Amendment and has acknowledged and agreed to the same, such Guarantors understand that the holders of the Notes have no obligation to inform any of the Guarantors of such matters in the future or to seek any of the Guarantors’ acknowledgment or agreement to future amendments or waivers, and nothing herein shall create such a duty. Capitalized terms used in this Consent and Reaffirmation and not otherwise defined herein have the meanings ascribed to them in the First Amendment.

     In witness whereof, each of the undersigned has executed this Consent and Reaffirmation on and as of the date of such First Amendment.

GUARANTORS 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 COLORADO CASH AMERICA, INC. OF ILLINOIS CASH AMERICA, INC. OF INDIANA CASH AMERICA, INC. OF KENTUCKY CASH AMERICA, INC. OF LOUISIANA CASH AMERICA, INC. OF NEVADA CASH AMERICA, INC. OF NORTH CAROLINA CASH AMERICA, INC. OF OKLAHOMA CASH AMERICA, INC. OF SOUTH CAROLINA CASH AMERICA, INC. OF TENNESSEE CASH AMERICA, INC. OF UTAH CASH AMERICA, INC. OF VIRGINIA CASH AMERICA MANAGEMENT L.P.,       by its general partner, CASH AMERICA HOLDING, INC. CASH AMERICA OF MISSOURI, INC. CASH AMERICA PAWN L.P.,       by its general partner, CASH AMERICA HOLDING, INC. CASH AMERICA PAWN, INC. OF OHIO CASHLAND FINANCIAL SERVICES, INC. DOC HOLLIDAY’S PAWNBROKERS & JEWELLERS, INC. EXPRESS CASH INTERNATIONAL CORPORATION FLORIDA CASH AMERICA, INC. GEORGIA CASH AMERICA, INC. GAMECOCK PAWN & GUN, INC. HORNET PAWN & GUN, INC. LONGHORN PAWN AND GUN, INC. MR. PAYROLL CORPORATION RATI HOLDING, INC. TIGER PAWN & GUN, INC. UPTOWN CITY PAWNERS, INC. VINCENT’S JEWELERS AND LOAN, INC. CASH AMERICA GLOBAL FINANCING, INC. OHIO NEIGHBROHOOD FINANCE, INC.
By
	Name:	Austin D. Nettle
	Title:	Vice President & Treasurer

CASH AMERICA NET HOLDINGS, LLC CASH AMERICA NET CANADA, INC.
By
	Name:	Austin D. Nettle
	Title:	Vice President & 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 KENTUCKY, LLC CASH AMERICA NET OF LOUISIANA, LLC CASH AMERICA NET OF MAINE, LLC CASHNET CSO OF MARYLAND, LLC CASH AMERICA NET OF MICHIGAN, LLC CASH AMERICA NET OF MINNESOTA, LLC CASH AMERICA NET OF MISSISSIPPI, LLC CASH AMERICA NET OF MISSOURI, LLC CASH AMERICA NET OF MONTANA, LLC CASH AMERICA NET OF NEBRASKA, LLC CASH AMERICA NET OF NEVADA, LLC CASH AMERICA NET OF NEW HAMPSHIRE, LLC CASH AMERICA NET OF NEW MEXICO, LLC CASH AMERICA NET OF NORTH DAKOTA, LLC CASH AMERICA NET OF OHIO, LLC CASH AMERICA NET OF OKLAHOMA, LLC CASH AMERICA NET OF OREGON, LLC CASH AMERICA NET OF RHODE ISLAND, LLC CASH AMERICA NET OF SOUTH 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 CASHNET OF AUSTRALIA, LLC CASHNETUSA OF FLORIDA, LLC CASHEURONET UK, LLC OHIO CONSUMER FINANCIAL SOLUTIONS, LLC by their Sole Member, CASH AMERICA NET HOLDINGS, LLC
By
	Name:	Austin D. Nettle
	Title:	Vice President & Treasurer

CASHNETUSA CO, LLC CASHNETUSA OR, LLC THE CHECK GIANT NM, LLC by their Sole Member, CASH AMERICA NET OF NEW MEXICO, LLC by its Sole Member, CASH AMERICA NET HOLDINGS, LLC
By
	Name:	Austin D. Nettle
	Title:	Vice President & Treasurer

PRIMARY CREDIT SOLUTIONS, LLC (f/k/a Primary Cash Holdings, LLC) by its sole member, CASH AMERICA INTERNATIONAL, INC.
By
	Name:	Austin D. Nettle
	Title:	Vice President & Treasurer

PRIMARY CREDIT SERVICES, LLC (f/k/a Primary Cash Finance, LLC) PRIMARY CREDIT PROCESSING, LLC (f/k/a Primary Cash Card Processing, LLC) PRIMARY PAYMENT SOLUTIONS, LLC (f/k/a Primary Cash Card Services, LLC by their sole member, PRIMARY CREDIT SOLUTIONS, LLC (f/k/a Primary Cash Holdings, LLC)
By
	Name:	Austin D. Nettle
	Title:	Vice President & Treasurer

Exhibit C

December [     ], 2008

To the Persons listed
on the attached Annex 1

Re: Amendment No. 1 to Note Agreement, dated as of December [     ], 2008, between Cash America International, Inc. and the Persons listed on Annex I thereto (the “Amendment Agreement”)

Gentlemen:

     As counsel to Cash America International, Inc. (the “Company”), a Texas corporation, we have been requested to furnish this letter to you pursuant to Section 6.3 of the Amendment Agreement. The Amendment Agreement contemplates amendment to the terms of that certain Note Agreement, dated as of December 28, 2005 which is being amended by the Amendment Agreement (the “Note Agreement”). Unless otherwise defined herein, all capitalized terms used herein that are defined in the Amendment shall have the respective meanings assigned to them in the Amendment Agreement.

A. Basis of Opinion

     As the basis for the conclusions expressed in this opinion letter, this firm has examined and is familiar with originals or copies, certified or otherwise identified to this firm’s satisfaction, of (i) the Amendment Agreement; (ii) the Note Agreement; (iii) the form of promissory notes of the Company in the aggregate principal amount of $40,000,000 in the form attached to the Note Agreement (the “Notes”); (iv) the fee letter delivered pursuant to Section 6.4 of the Amendment Agreement (the “Fee Letter”); (v) the Articles of Incorporation of the Company, as amended to date; (vi) the Bylaws of the Company, as amended to date; and (vii) the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of the Amendment Agreement and the Fee Letter. This firm has also examined such other documents and instruments (including certificates of public officials, officers of the Company and other persons) and made such examination of applicable laws of the State of Texas and federal laws of the United States, all as this firm has deemed necessary as a basis for the opinions hereinafter expressed. As used herein, the term “Loan Documents” means, collectively, the Amendment Agreement and the Fee Letter.

B. Opinion

     Based upon our examination and consideration of the documents and instruments referred to in Section A and in reliance thereon, but subject to the comments, assumptions, limitations, qualifications and exceptions set forth in Section C, this firm is of the opinion that:

     1. The Amendment Agreement and the Fee Letter have been duly authorized, executed and delivered by the Company, and each of such Loan Documents constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

     2. The Company is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

December [     ], 2008
Page 2

     3. For purposes of determining the maximum lawful rate of interest that may be charged, collected or received pursuant to the Notes, the courts of the State of Texas (and the courts of the United States applying Texas law) would, assuming that such courts were to apply existing Texas choice of law rules, give effect to the provisions contained in the Note Agreement and the Notes calling for such documents to be governed by and construed in accordance with the internal laws of the State of New York.

     4. The loan, as evidenced by the Notes, is not usurious under the laws of Texas (assuming for purposes of this opinion, courts were to apply Texas law).

C. Comments, Assumption, Limitations, Qualifications and Exceptions

     The opinions expressed in Section B above are based upon and subject to the further comments, assumptions, limitations, qualifications and exceptions as set forth below:

     1. This firm’s validity, binding effect and enforceability opinions in Paragraphs B.1 and B.4 above are subject to the effects of (i) bankruptcy, fraudulent conveyance, fraudulent transfer, insolvency, reorganization, arrangement, moratorium and other similar laws from time to time affecting creditors’ rights generally, (ii) the application of general principles of equity (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness), whether such principles are considered in a proceeding at law or in equity, and (iii) applicable law and court decisions which may modify, limit, render unenforceable or invalid or delay certain of the rights and remedies of the Holders, which, in this firm’s opinion, should not materially diminish the ultimate practical realization of the principal legal benefits purported to be conferred by the Loan Documents, except for the economic consequences of any judicial, administrative, procedural or other delay which may be imposed by, relate to or result from such laws and court decisions.

     2. This firm expresses no opinion as to:

     (i) the validity, binding effect or enforceability of any provision of the Loan Documents relating to indemnification, contribution, or exculpation in connection with (a) violations of any securities laws or statutory duties or public policy, to the extent that such provisions are determined to be contrary to public policy, as interpreted by the courts of the State of Texas and the courts of the United States or (b) claims, losses or liabilities of an unreasonable amount or attributable to the indemnified party’s negligence or willful misconduct;

     (ii) the validity, binding effect or enforceability of (a) any purported waiver, release, variation, disclaimer, consent or other provision contained in the Loan Documents to similar effect (all of the foregoing, collectively, a “Waiver”) by the Company under any of the Loan Documents to the extent limited by Sections 9.602 of the Uniform Commercial Code, as in effect in the State of Texas (“UCC”) or other provisions of applicable law (including judicial decisions), or to the extent that such a Waiver applies to a right, right to notice, claim, duty, defense, or ground for discharge or other benefits otherwise existing or occurring as a matter of law (including judicial decisions), except to the extent that such a Waiver is effective under and is not prohibited by or void or invalid under the UCC or other provisions of applicable law (including judicial decisions), (b) any provision of any Loan Documents related to Waiver of any rights to forum selection or submission to jurisdiction (including, without limitation, any Waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum ) and provisions restricting access to courts or to legal or equitable remedies or purporting to contractually submit the Company and the other Loan Parties to the jurisdiction, venue and

December [     ], 2008
Page 3

personal jurisdiction of particular courts and advance consent to the manner of service of process, or (c) any provision of the Loan Documents that (i) provide that decisions by a party are conclusive; (ii) expressly or by implication waive unknown rights, defenses granted by law or claims that have not matured, where such Waivers are against public policy or prohibited by laws; (iii) allow or authorize the delay or omission of enforcement of any remedy or right; (iv) waive the legal rights of any party in advance; (v) sever unenforceable provisions from the Loan Documents, to the extent that enforcement of remaining provisions would frustrate the fundamental intent of the parties to the Loan Documents, and (vi) provide for interest recapture under Section 11.17(d) of the Note Agreement;

     (iii) the enforceability of any provision in the Loan Documents specifying that provisions thereof may be waived only in writing, to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created that modifies any provision of such Loan Documents;

     (iv) the enforceability of any provision of the Loan Documents that purports to give any person or entity the power to accelerate obligations without any notice to the Company;

     (v) the effect of any law or any jurisdiction other than the State of Texas wherein any Holder or any Loan Party may be located or wherein enforcement of any Loan Documents may be sought that limits the rates of interest legally chargeable or collectible;

     (vi) the enforceability of cumulative remedies to the extent such cumulative remedies purport to or would have the effect of compensating the party entitled to the benefits thereof in amounts in excess of the actual loss suffered by such party (other than the Make-Whole Premium, which we discuss in paragraph C.3 below);

     (vii) the submission of jurisdiction to the extent it relates to the subject matter jurisdiction of any court;

     (viii) the enforceability of any waiver of a trial by jury or waiver of objection to venue or claim of an inconvenient forum with respect to proceedings;

     (ix) the waiver of any right to have service of process made in the manner presented by applicable law,

     (x) the appointment of any Person as attorney in fact insofar as exercise of such power of attorney may be limited by public policy or limitations referred to elsewhere in this opinion;

     (xi) the ability of any Person to receive the remedies of specific performance, injunctive relief, liquidated damages or any similar remedy in any proceeding;

     (xii) any right to the appointment of a receiver;

     (xiii) any right to obtain possession of any property or the exercise of self-help remedies or other remedies without judicial process;

     (xiv) any waiver or limitation concerning mitigation of damages;

December [     ], 2008
Page 4

     (xv) the availability of the right of rescission;

     (xvi) any law or regulation relating to federal, state or local taxation, federal or state environmental regulation, labor laws, intellectual property laws, antitrust laws or those relating to zoning, land use or subdivision laws, ERISA and similar matters or any Federal or state securities laws or regulations; and

     (xvii) the enforceability of any right to receive interest on interest.

     3. With regard to the provisions of the Note Agreement providing for payment of the Make-Whole Premium in certain circumstances, this firm also advises you that, according to at least one commentator, prepayment fees may be characterized as penalties and thus are not enforceable under Texas law in certain circumstances, especially when triggered by an involuntary prepayment (such as acceleration due on default). See Stark’s “Enforcing Prepayment Charges: Case Law and Drafting Suggestions,” 22 Real Property, Probate and Trust Journal (1987); In re Abramoff, 92 Bankruptcy Reporter 698 (W.D. Texas 1988) (distinguishing between a prepayment fee in the case of a voluntary prepayment and one in the case of an involuntary prepayment, and characterizing the latter as interest). But, see Parker Plaza West Partners v. Union Pension and Insurance Company, 941 F.2d 349 (5th Cir. 1991), wherein the Fifth Circuit of the United States Court of Appeals held that a prepayment fee triggered by an involuntary prepayment is enforceable under Texas law. See also, Meisler v. Republic of Texas Savings Association, 758 S.W.2d 878 (Tex. App.—Houston [14th Dist.] 1988, no writ), which upheld a prepayment fee under Texas law in the context of a due-on-sale clause. This firm, therefore, concludes that, subject to the foregoing, the Make-Whole Premium is enforceable under Texas law; as discussed below under Paragraph C.9, according to the Abramoff decision, the Make-Whole Premium might possibly be characterized as interest in the context of an involuntary prepayment.

     4. In expressing this firm’s opinions in Paragraph B.1, this firm has assumed without independent investigation that the Company is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, that the Company has the power to enter into and perform the Loan Documents, that such Loan Documents have been duly authorized, executed and delivered by the Company and that none of the execution, delivery or performance of the Company’s obligations thereunder will conflict with or violate any laws, rules or regulations (other than the laws, rules and regulations of the State of Texas and of the United States and the Delaware General Corporation Law) applicable to it.

     5. To the extent that the obligations of the Company may be dependent upon such matters, this firm has assumed for purposes of this opinion, without independent investigation, that each of the Holders listed on Annex I hereto is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, that each of the Note Agreement and the Amendment Agreement has been duly authorized, executed and delivered by and is enforceable against each of the Holders in accordance with its terms, and that each of the Holders has the requisite power and authority to perform its obligations under the Note Agreement and the Loan Documents to which it is a party. This firm expresses no opinion as to the compliance by each of the Holders with any state or federal laws or regulations applicable to the transactions contemplated by the Loan Documents because of the nature of its business or facts relating specifically to them, or as to the effect of any such noncompliance on the opinions set forth above, and this firm has assumed that each of the Holders has obtained and maintains all consents and approvals, and has taken all action, that might be required by reason of its involvement in this transaction based upon its legal or regulatory status or other factors relating specifically to such Holders.

December [     ], 2008
Page 5

     6. The qualification of any opinion or statement herein by the use of the words “to this firm’s knowledge” means that during the course of representation, as described in this opinion, no information has come to the attention of the attorneys in this firm engaged to represent the Company professionally with respect to the transactions contemplated by the Loan Documents which would give such attorneys current actual knowledge of the existence of facts contrary to the facts so qualified. Except as set forth herein, this firm has not undertaken any investigation to determine the existence of such facts, and no inference as to our knowledge thereof shall be drawn from the fact of our representation of any party or otherwise.

     7. With respect to the opinion expressed in Section B.3, we have relied upon Texas Business and Commerce Code §35.51, which was adopted effective September 1, 1993, and which provides in pertinent part, that:

if the parties to a qualified transaction agree in writing that the law of a particular jurisdiction governs an issue relating to the transaction, including the validity or enforceability of an agreement relating to the transaction or a provision of the agreement, and the transaction bears a reasonable relation to that jurisdiction, the law, other than conflict of laws rules, of that jurisdiction governs the issue regardless of whether the application of that law is contrary to a fundamental or public policy of this state or of any other jurisdiction.

     The statute defines a reasonable relation to exist if, among other things, (a) “a party to the transaction has its place of business or, if that party has more than one place of business, its chief executive office or an office from which it conducts a substantial part of the negotiations relating to the transaction, in that jurisdiction,” (b) “a party to the transaction is required to perform a substantial part of its obligations relating to the transaction, such as delivering payments, in that jurisdiction,” (c) “a substantial part of the negotiations relating to the transaction,” and “the signing of an agreement relating to the transaction by a party to the transaction, occurred in that jurisdiction,” or (d) “all or a part of the subject matter of the transaction is located in that jurisdiction.”

     Based upon our understanding of the facts of the transaction that is the subject of the Loan Documents (the veracity of which facts we assume for purposes of this opinion), particularly (i) the payment by the Holders of $40,000,000 of the purchase price for the aggregate of the Notes pursuant to the Note Agreement originated from the State of New York; and (ii) payments of $40,000,000 in principal amount of the Notes (representing 100% of the original aggregate principal amount of the Notes) are required to be made in the State of New York, at least one of the required enumerated circumstances constituting a statutorily defined “reasonable relation” exists between this transaction and the State of New York. We are aware of no reported decision of a Texas court construing the validity of or interpreting this statute and inform you that prior to the date of its adoption the contractual choice-of-law rules in Texas in this type of transaction were unsettled. See Woods-Tucker Leasing Corp. of Georgia v. Hutcheson-Ingram Development Company, 642 F.2d 744 (5th Cir. 1981), and the Texas state cases cited therein; DeSantis v. Wackenhut Corp., 793 S.W.2d 670 (Tex. 1990). See also, Chase Manhattan Bank v. Greenbrier North Section II, 835 S.W.2d 720 (Tex. App.-Houston [1st] 1992). For purposes of the opinion expressed in B.4, we have assumed that all of the terms and provisions of the Loan Documents are valid, binding and enforceable under the laws of the chosen jurisdiction, the State of New York. This firm has made no investigation to determine, and expresses no opinion as to, whether the courts of the State of New York or any other state (other than the State of Texas) would accept the reference to the laws of the State of New York, or would, under its choice of law doctrines, apply the law of another jurisdiction.

December [     ], 2008
Page 6

     8. In rendering the opinions expressed in Paragraphs B.1 and 4, these opinions, insofar as they involve the issue of usury, are expressly limited (i) to an analysis of whether the Loan Documents, as written, will be subject to a defense, claim or setoff as a result of the Holders contracting for a usurious rate of interest and (ii) to the issues relating to the contracting for, as opposed to the charging or receiving of, usurious amounts of interest. To the extent that the enforceability of Loan Documents may be adversely affected by the usury laws of the State of Texas, and to the extent that the transactions contemplated by the Loan Documents may otherwise involve an analysis of compliance with such laws, in rendering the opinions in Paragraphs B.1 and 4, this firm assumes (i) that each of the Holders duly observes the provisions of the Note Agreement limiting the interest contracted for or to be charged or collected by such Holder on or in connection with the loan evidenced by the Notes to amounts that do not exceed the maximum rate or amount of interest that may lawfully be contracted for, charged or collected thereon or in connection therewith under applicable law, (ii) that there exist no agreements or documents that provide for the payment to Holder of amounts deemed to be interest under applicable law except as specifically provided in the Loan Documents, (iii) that the Company had unrestricted use of the purchase price of the Notes, and (iv) that any acceleration of the maturity of the Notes will not include the right to accelerate any amounts deemed interest under applicable law that has not otherwise accrued on the date of such acceleration. In the bankruptcy case of In re Abramoff, 92 Bankruptcy Reporter 698 (W.D. Texas 1988), the Bankruptcy Court, at subsection C of its opinion (pages 704-705), distinguished between a prepayment fee in the case of a voluntary prepayment and one in the case of an involuntary prepayment (e.g. acceleration due to default); and, in this firm’s opinion, the court characterized the prepayment fee as interest. Therefore, this firm advises you that, although according to the Abramoff decision, the Make-Whole Premium might possibly be characterized as interest in the context of an involuntary prepayment, if the Holders, if any, comply with the usury “savings clause” in the Note Agreement, such characterization would not cause the Notes to be usurious, if Texas law were deemed to be applicable to the Notes.

     Further, in rendering the opinions in Paragraphs B.1 and 4, this firm has relied upon the reported decisions of several lower Texas courts to the effect that a contract requiring the payment of interest on matured, unpaid installments of interest is not usurious. The status of judicial interpretations of Texas usury laws is not yet settled in this regard; therefore, no absolute opinion can be rendered. In the event that any one or more of the Holders actually demand, charge or collect any amounts in excess of those permitted by any applicable usury laws of the State of Texas, this firm expresses no opinion as to the effectiveness or enforceability of any provision of the Loan Documents that purports to permit the cure of such violation by the rescission of such demand or charge, the refund of excess amounts collected, or otherwise.

     9. The opinions expressed herein are specifically limited to the laws of the State of Texas and federal law of the United States of America. We note that the Loan Documents have selected laws of the State of New York to govern this transaction. We express no opinion regarding the laws of the State of New York. In expressing this firm’s opinion in Paragraph B.1 as to the validity, binding effect and enforceability of the Loan Documents governed by the laws of the State of New York, this firm has assumed that the Loan Documents are governed by the internal laws of the State of Texas.

     10. In this firm’s examinations described in Paragraph A, we have assumed the legal capacity of all natural persons executing the Loan Documents, the authenticity of original and certified documents and the genuineness of all signatures thereon, and the conformity to original or certified documents of all documents submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, this firm has relied upon, and assumed the accuracy of, representations and warranties contained in the Loan Documents and certificates and written statements and other written

December [     ], 2008
Page 7

information of or from public officials and representatives of the Company. In addition, this firm’s opinions are limited to a review of only those laws and regulations that are specifically referred to herein and such other laws and regulations that, in our experience, are normally applicable to transactions of the type contemplated by the Loan Documents.

     11. Although this firm has acted as counsel to the Company in connection with certain other matters, this firm’s engagement is limited to certain matters about which this firm has been consulted, and, consequently, there may exist matters involving the Company about which this firm has not been consulted and for which the firm has not been engaged to represent it.

     12. Certain of the opinions set forth in Paragraph B are based upon factual matters not independently verified by this firm and, to that extent, this firm has relied solely upon certain of the representations and warranties contained in the Loan Documents and upon certain of the statements contained in certificates of public officials and officers of the Company referred to in Paragraph A.

     13. This opinion is rendered based on this firm’s interpretation of existing Texas and federal law, and is not intended to speak with reference to standards hereinafter adopted or evolved in subsequent judicial decisions by Texas or Delaware courts or by federal courts. Additionally, we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

     14. For purposes of rendering the opinion set forth in Paragraph B 1., we have assumed that the Amendment Agreement has been executed by the Holders of all outstanding Notes and that the provisions of Section 11.03(a) of the Note Agreement have been satisfied in connection with the Amendment.

     The opinions set forth herein are expressed solely for the benefit of the Holders and all future Holders (if any), and no other party shall be entitled to rely hereon without the express written consent of this firm; provided, however, we have no objection to the reliance thereon by Bingham McCutchen LLP, your special counsel, in connection with any opinion to be rendered by such firm to you on this date pursuant to the terms of the Amendment. The opinions expressed in this letter are limited to the matters set forth in this letter, and no other opinions should be inferred beyond the matters expressly stated. This opinion letter speaks as of its date and we do not undertake to advise you of any changes in the opinions express herein from matters that might hereafter arise or be brought to our attention.

Respectively submitted,

HUNTON & WILLIAMS LLP
 

10961/10986/10976

Annex 1

Midland National Life Insurance Company
c/o Midland Advisors Company
200 East 10^th Street, Suite 301
Sioux Falls, SD 57104

North American Company for Life and Health Insurance
c/o Midland Advisors Company
200 East 10^th Street, Suite 301
Sioux Falls, SD 57104

EquiTrust Life Insurance Company
c/o FBL Financial Group, Inc.
5400 University Avenue
West Des Moines, IA 50266

Farm Bureau Life Insurance Company
c/o FBL Financial Group, Inc.
5400 University Avenue
West Des Moines, IA 50266

Exhibit D

December 11, 2008

To each of the Persons listed on

     Annex 1 hereto

Ladies and Gentlemen:

I am General Counsel of Cash America International, Inc. (the “Company”) and, in such capacity, I have represented the Company in connection with Amendment No. 1 to Note Agreement of even date herewith among the Company and each of you (the “Amendment”) amending the Note Agreement dated as of December 28, 2005 (the “Note Agreement”) among the Company and each of the purchasers listed on Annex A attached thereto (collectively, the “Purchasers”). I am also General Counsel for the Company’s subsidiary, Cash America of Mexico, Inc., a Delaware corporation (the “New Guarantor”) and, in such capacity, I have represented the New Guarantor in connection with an Agreement and Adoption of Joint and Several Guaranty and Subrogation and Contribution Agreement (the “Joinder”) executed by New Guarantor on even date herewith. Furthermore, I am General Counsel for the other Company subsidiaries (collectively, the “Guarantors”) that are parties to that certain Joint and Several Guaranty (the “Guaranty”), dated as of December 28, 2005, and the Subrogation and Contribution Agreement, dated as of December 28, 2005 (the “Subrogation and Contribution Agreement”), each executed by the Company and the Guarantors on even date therewith and from time to time thereafter. This opinion is being delivered to the Holders pursuant to Section 6.3 of the Amendment.

As used herein, (a) “Corporate Guarantor” means each Guarantor which is a corporation, including the New Guarantor, (b) “Partnership Guarantor” means each Guarantor which is a partnership, (c) “LLC Guarantor” means each Guarantor which is a limited liability company, and (d) “Loan Parties” are collectively, the Company, the Guarantors and the New Guarantor. Unless otherwise defined herein, all capitalized terms used herein that are defined in the Amendment shall have the respective meanings assigned to them in the Amendment.

As the basis for the conclusions expressed in this letter, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of the following:

a)	executed counterparts of the Note Agreement, the Amendment, the Joinder, the Guaranty, the Subrogation and Contribution Agreement and the fee letter referred to in Section 6.4 of the Amendment (the “Fee Letter”);
b)	the Company’s promissory notes, dated the date hereof, in the aggregate principal amount of $40,000,000 and in the form of Exhibit A attached to the Amendment (the “Notes” and, together with the Note Agreement, the Amendment, the Joinder, the Fee Letter, the Guaranty and the Subrogation and Contribution Agreement, collectively, the “Loan Documents”);
c)	copies of certain resolutions of the respective boards of directors of the Corporate Guarantors;
d)	copies of certain resolutions of the board of directors of the general partner of the Partnership Guarantors;
e)	copies of certain resolutions of the managers or members of the LLC Guarantors;

December 11, 2008
Page 2

f)	copies of the respective charters and bylaws of the Corporate Guarantors;
g)	copies of the respective partnership agreements of the Partnership Guarantors;
h)	copies of the respective operating agreements of the LLC Guarantors; and
i)	the originals or copies of such other certificates, instruments and documents (including Applicable Contracts and records of the Loan Parties, certificates of public officials and certificates of officers of the Loan Parties) as I have deemed necessary as a basis for the opinions hereinafter expressed.

For purposes of this opinion, I have, with your approval and without independent investigation, assumed (i) the due authorization, execution and delivery of the Loan Documents by the Holders, (ii) the genuineness of the signatures appearing on all documents examined by me, (iii) the authenticity of all documents submitted to me as originals and (iv) the conformity to authentic original documents of all documents submitted to me as certified, conformed, or copies in photostatic or pdf format.

Certain of the opinions set forth below are based upon factual matters not independently established or verified by me and, to that extent, I have relied solely upon certain of the representations and warranties contained in the Loan Documents and upon certain of the statements contained in the certificates of public officials and of officers, managers or members of the Company and the Guarantors referred to above.

Based upon the foregoing and subject to the qualifications, limitations and assumptions set out at the end of this letter, I am of the opinion that:

1.	Each of the Loan Documents has been duly authorized, executed and delivered by each respective Loan Party party thereto and constitute the legal, valid and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with their respective terms.
2.	The execution and delivery of any Loan Document by any Loan Party and the compliance by such Loan Party with the terms and provisions of the Loan Documents to which it is a party do not and will not (i) violate any provision of the charter or bylaws or the partnership agreement or the operating agreement, as the case may be, of such Loan Party, (ii) contravene any Legal Requirement to which such Loan Party is subject or (iii) result in any breach of, or result in the creation of any Lien in respect of any Property of such Loan Party pursuant to, any Applicable Contract.
3.	No consent, approval, authorization or order of any Governmental Authority or, to my knowledge, any other Person is required in connection with the execution, delivery and performance by any Loan Party of the Loan Documents to which it is a party or the satisfaction of the conditions set forth in the Amendment.
4.	There are no actions, suits or proceedings pending, or to my knowledge after due inquiry, threatened against the Company or any Guarantor in any court or before any arbitrator of any kind or before or by any Governmental Authority which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

December 11, 2008
Page 3

The opinions expressed above are subject to the following qualifications, limitations and assumptions:

a)	The enforceability opinion expressed in paragraph 1 above is subject to the effects of (i) bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws affecting the enforcement of creditors’ rights generally, (ii) the application of the principles of equity (regardless of whether enforcement is considered in proceedings at law or in equity) and (iii) applicable laws and court decisions that may limit the enforceability of certain remedial and other provisions of the Loan Documents, but such laws and decisions should not, in my opinion, materially diminish the ultimate practical realization of the principal legal benefits intended to be provided thereby, except for the economic consequences of any delay which may result therefrom.
b)	I am not licensed to practice law in any jurisdiction other than the State of Texas and do not purport to be an expert with respect to any laws other than (i) the laws of the State of Texas, (ii) the General Corporation Law of the State of Delaware, (iii) the Delaware Revised Limited Partnership Act, (iv) the Delaware Limited Liability Company Act, and (v) the laws of the United States of America applicable to the businesses of the respective Loan Parties (collectively, the “Primary Laws”). To the extent that the opinions contained herein cover laws other than the Primary Laws (the “Secondary Laws”), you are advised that my familiarity with the Secondary Laws is limited because I am not licensed to practice, and do not practice, law in jurisdictions in respect of which the Secondary Laws are applicable and I do not purport to be an expert with respect to the Secondary Laws. Accordingly, my opinions with respect to the Secondary Laws are necessarily more limited than a typical legal opinion as to such matters and my opinions with respect thereto should be viewed as conclusions derived by me based solely on my limited familiarity with the Secondary Laws by reason of my capacity as General Counsel of the Company, which owns the Guarantors, and general principles of corporate, partnership or limited liability company law. I am not a member of the State Bar of Delaware, and my knowledge of its corporation, partnership and limited liability company law is derived solely from a reading of the General Corporation Law of Delaware, the Delaware Revised Limited Partnership Act and the Delaware Limited Liability Company Act.
c)	I note that certain of the Loan Documents provide that they are to be governed by and construed in accordance with the internal laws of the State of New York. I express no opinion regarding the laws of the State of New York. In expressing my opinion in paragraphs 1 and 2(ii) as to the validity, binding effect and enforceability of the Loan Documents, I have assumed that the Loan Documents provide that they are to be governed by and construed in accordance with the internal laws of the State of Texas rather than the internal laws of the State of New York.
d)	The provisions of the Loan Documents which permit the Holders to take action or make determinations, or to benefit from indemnities and similar undertakings of the Loan Parties, may be subject to a requirement that such action be taken or such determination be made, and that any action or inaction by such Holders that may give rise to a request for payment under such undertaking be taken or not taken, on a reasonable basis and in good faith.
e)	To the extent that the obligations of Loan Parties under the Loan Documents may be dependent upon such matters, I have assumed for purposes of this opinion, without independent investigation, that each of the Holders is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, that each of the Loan Documents to

December 11, 2008
Page 4

	which it is a party has been duly authorized, executed and delivered by the Holders and is enforceable against the Holders in accordance with its terms, and that each of the Holders has the requisite power and authority to perform its obligations under the Loan Documents to which it is a party. I express no opinion as to the compliance by the Holders with any state or federal laws or regulations applicable to the transactions contemplated by the Loan Documents because of the nature of its business or facts relating specifically to the Holders or as to the effect of any such noncompliance on the opinions set forth above, and I have assumed that each of the Holders has obtained and maintains all consents and approvals, and has taken all action that might be required by reason of its involvement in this transaction based upon its legal or regulatory status or other factors relating specifically to it.
f)	This opinion is rendered based upon existing Primary and Secondary Laws, and it is not intended to speak with reference to standards hereinafter adopted or evolved in subsequent judicial decisions. Additionally, I assume no obligation to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to my attention or any changes in law that may hereafter occur.
g)	Insofar as the enforceability opinion in paragraph 1 may be affected by such matters, I express no opinion as to the validity, binding effect or enforceability of any provision (other than Section 5.02 of the Note Agreement) of the Note Agreement obligating the Company to pay the Make-Whole Premium.
h)	I express no opinion as to the validity, binding effect or enforceability of any provision of the Loan Documents relating to indemnification, contribution, or exculpation in connection with violations of any securities laws or statutory duties or public policy, to the extent that such provisions are determined to be contrary to public policy, as interpreted by the courts of the State of Texas and the courts of the United States.
i)	To the extent that the enforceability of the Loan Documents may be adversely affected by the usury laws of the State of Texas, in rendering the opinions expressed in paragraphs 1 and 2(ii) above (insofar as such clause relates to compliance with laws, statutes, rules and regulations of the State of Texas) above, these opinions, insofar as they involve the issue of usury, are expressly limited to an analysis of whether the Loan Documents, as written, will be subject to a defense, claim or setoff as a result of the Holders contracting for a usurious rate of interest. The opinions given herein as to usury are expressly limited to the issues relating to the contracting for, as opposed to the charging or receiving of, usurious amounts of interest. The opinions given in paragraphs 1 and 2(ii) above are also qualified to the extent that the compensation designated as “commitment or amendment fees” in the Loan Documents should instead be characterized as interest. Provided further, to the extent that the enforceability of the Loan Documents may be adversely affected by the usury laws of the State of Texas, and to the extent that the transactions contemplated by the Loan Documents may otherwise involve an analysis of compliance with such laws, in rendering my opinions in paragraphs 1 and 2(ii) above, I have assumed:

1. that under applicable usury laws of the State of Texas, any fees expressly provided for in the Loan Documents and all charges for reimbursement of the actual, just and reasonable out-of-pocket expenses that the Holders incur in documenting the extension of loans and credit contemplated by the Loan Documents and all fees

December 11, 2008
Page 5

	payable to parties not affiliated with the Holders for services such parties have actually rendered in connection with the extensions of loans and credit contemplated by the Loan Documents would not constitute interest on or in connection with the extension of such loans or credit; or, if held to constitute interest, that such fees and charges would be considered, together with other amounts contracted for, or to be charged or collected by the Holders for the use, forbearance or detention of the extensions of loans and credit contemplated by the Loan Documents, to be effectively limited by the provisions of the Loan Documents limiting the interest contracted for or to be charged or collected by the Holders on or in connection with the loans contemplated by the Loan Documents to amounts that do not exceed the maximum rate or amount of interest that may lawfully be contracted for, charged or collected thereon or in connection therewith under applicable law,
2.	that the Holders duly observe the provisions of the Loan Documents limiting the interest contracted for or to be charged or collected by the Holders on or in connection with the extension of loans and credit contemplated by the Loan Documents, to amounts which do not exceed the maximum rate or amount of interest which may lawfully be contracted for, charged or collected thereon or in connection therewith under applicable law,
3.	that there exist no agreements or documents that provide for the payment to the Holders of amounts deemed to be interest under applicable law except as specifically provided in the Loan Documents, and
4.	that any acceleration of the maturity of any extension of loans or credit contemplated by the Loan Documents will not include the right to accelerate any amounts deemed interest under applicable law that have not otherwise accrued on the date of such acceleration.

j) To the extent that the enforceability of the Loan Documents may be adversely affected by the usury laws of the State of Texas, in rendering my opinions in paragraphs 1 and 2(ii) above, I have relied upon the reported decisions of several lower Texas courts to the effect that a contract requiring the payment of interest on matured, unpaid installments of interest is not usurious. The status of judicial interpretations of Texas usury laws is not yet settled in this regard; therefore, no absolute opinion is rendered. In the event that the Holders actually demand, charge or collect any amounts in excess of those permitted by any applicable usury laws of the State of Texas, I express no opinion as to the effectiveness or enforceability of any provision of the Loan Documents that purports to permit the Holders to cure such violation by the rescission of such demand or charge, the refund of excess amounts collected, or otherwise, and I express no opinion on the provisions of the Loan Documents that purport to involve a waiver of claims based on usury laws.

December 11, 2008
Page 6

     Without my prior written consent, this opinion may not be relied upon in any manner by any Person except the Holders (including future Holders, if any).

Very truly yours,

J. Curtis Linscott, General Counsel

Annex I

Purchasers

Midland National Life Insurance Company
c/o Midland Advisors Company
200 East 10^th Street, Suite 301
Sioux Falls, SD 57104

North American Company for Life and Health Insurance
c/o Midland Advisors Company
200 East 10^th Street, Suite 301
Sioux Falls, SD 57104

EquiTrust Life Insurance Company
c/o FBL Financial Group, Inc.
5400 University Avenue
West Des Moines, IA 50266

Farm Bureau Life Insurance Company
c/o FBL Financial Group, Inc.
5400 University Avenue
West Des Moines, IA 50266

Exhibit E

December 11, 2008

To the Persons listed on the attached Annex 1

Re:  Cash America International, Inc. (the “Company”)
6.12% Senior Notes due December 28, 2015

Ladies and Gentlemen:

     We have acted as special counsel for each of the Persons named on Annex 1 hereto in connection with Amendment No. 1 to Note Agreement of even date herewith (the “Amendment”) amending that certain Note Agreement, dated as of December 28, 2005, by and among the Company, a Texas corporation, and the Purchasers listed on Schedule I attached thereto, which provides, among other things, for the issuance and sale by the Company of the Company’s 6.12% Senior Notes (the “Notes”) due December 28, 2015, in the aggregate original principal amount of $40,000,000.

     The capitalized terms used herein and not defined herein have the meanings assigned to them by or pursuant to the terms of the Amendment. This opinion is delivered to each of the Current Holders pursuant to Section 6.3 of the Amendment. Our representation of each of you has been as special counsel for the purposes stated above.

     As to all matters of fact (including factual conclusions and characterizations and descriptions of purpose, intention or state of mind), we have relied, with your permission, entirely upon the representations and warranties of the Company set forth in the Amendment.

     In connection with this opinion, we have examined originals or copies of the following documents:

     (i) the Amendment

     (ii) the Existing Note Agreement;

     (iii) the opinion of Hunton & Williams LLP, counsel to the Company and the Guarantors, dated the date hereof and delivered to you pursuant to Section 6.3 of the Amendment; and

To each of the Persons listed on the attached Annex 1
December 11, 2008
Page 2

     (iv) the opinion of J. Curtis Linscott, General Counsel to the Company and the Guarantors, dated the date hereof and delivered to you pursuant to Section 6.3 of the Amendment.

     This opinion is based entirely on our review of the documents listed in the preceding paragraph and we have made no other documentary review or investigation for purposes of this opinion.

     Based on such investigation as we have deemed appropriate, the opinions referred to in subparagraphs (iii) and (iv) above are satisfactory in form and scope to us, and, in our opinion, you are justified in relying thereon.

     We have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form, the legal competence of each individual executing any document and that each Person executing the Amendment validly exists, has the power, authority and legal right under its certificate of incorporation, limited liability company agreement, by-laws, and other governing organizational documents, and under applicable corporate, limited liability company, or other enterprise legislation and other applicable laws, as the case may be, to enter into and perform its obligations under the Amendment, and is qualified to do business and in good standing under the laws of its jurisdiction of incorporation or organization and each jurisdiction where such qualification is required generally or is necessary in order for such party to enforce its rights under such documents, and that such documents have been duly authorized, executed and delivered by, and, as to Persons other than the Company, are binding upon and enforceable against, such Persons. We further assume that the Existing Note Agreement has not been amended or modified except as expressly stated in the Amendment.

     For purposes of this opinion, we have made such examination of law as we have deemed necessary. Except to the extent addressed below in paragraph 4, this opinion is limited solely to the internal substantive laws of the State of New York as applied by courts located in the State of New York without regard to choice of law and the federal laws of the United States of America (except for federal and state tax, utilities, national security, anti-money laundering or antitrust laws, as to which we express no opinion), and we express no opinion as to the laws of any other jurisdiction. We note that the Amendment contains a provision stating that it is to be governed by the laws of the State of New York (the “Chosen-Law Provision”). Except to the extent addressed below in paragraph 4, no opinion is given herein as to any Chosen-Law Provision, or otherwise as to the choice of law or internal substantive rules of law that any court or other tribunal

To each of the Persons listed on the attached Annex 1
December 11, 2008
Page 3

may apply to the transactions contemplated by the Amendment. We express no opinions as to any securities or “blue sky” laws of any jurisdiction.

     Our opinion is further subject to the following exceptions, qualifications and assumptions, all of which we understand to be acceptable to the Current Holders:

     (a) We have assumed without any independent investigation (i) that the execution, delivery and performance by each of the parties thereto of the Amendment do not and will not conflict with, or result in a breach of, the terms, conditions or provisions of, or result in a violation of, or constitute a default or require any consent (other than such consents as have been duly obtained) under, any organizational document (including, without limitation, applicable corporate charter documents and bylaws), any order, judgment, arbitration award or stipulation, or any agreement, to which any of such parties is a party or is subject or by which any of the properties or assets of any of such parties is bound and (ii) that the Amendment is a valid and binding obligation of each party thereto to the extent that laws other than those of the State of New York are relevant thereto (other than the laws of the United States of America, but only to the limited extent the same may be applicable to the Company and relevant to our opinions expressed below).

     (b) The enforcement of any obligations of any Person under the Amendment or otherwise may be limited by or subject to bankruptcy, insolvency, reorganization, moratorium, marshaling or other laws and rules of law affecting the enforcement generally of creditors’ rights and remedies (including such as may deny giving effect to waivers of debtors’ or guarantors’ rights), and we express no opinion as to the status under any fraudulent conveyance laws or fraudulent transfer laws of any of the obligations of any Person, whether under the Amendment or the Existing Note Agreement or otherwise.

     (c) We express no opinion as to the availability of any specific or equitable relief of any kind.

     (d) The enforcement of any of your rights may in all cases be subject to an implied duty of good faith and fair dealing and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

     (e) We express no opinion as to the effect of suretyship defenses, or defenses in the nature thereof.

To each of the Persons listed on the attached Annex 1
December 11, 2008
Page 4

     (f) We express no opinion as to the enforceability of any particular provision of any of the Amendment relating to:

(i) waivers of rights to object to jurisdiction or venue, or consents to jurisdiction or venue;

(ii) waivers of rights to (or methods of) service of process, or rights to trial by jury, or other rights or benefits bestowed by operation of law;

(iii) waivers of any applicable defenses, setoffs, recoupments, or counterclaims;

(iv) exculpation or exoneration clauses, clauses relating to rights of indemnity or contribution, and clauses relating to releases or waivers of unmatured claims or rights;

(v) waivers or variations of legal provisions or rights which are not capable of waiver or variation under applicable law;

(vi) the imposition or collection of interest on overdue interest or providing for a penalty rate of interest or late charges on overdue or defaulted obligations, or the payment of any premium, liquidated damages, or other amount which may be held by any court to be a “penalty” or a “forfeiture”; or

(vii) provisions in the Amendment rendered ineffective or unenforceable by Part 4 of Article 9 of the Uniform Commercial Code of the State of New York.

     (g) Our opinion in paragraph 3 below is based solely on a review of generally applicable laws of the State of New York and the United States of America and not on any search with respect to, or review of, any orders, decrees, judgments or other determination specifically applicable to the Company.

     (h) We express no opinion as to the effect of events occurring, circumstances arising, or changes of law becoming effective or occurring after the date hereof on the matters addressed in this opinion letter, and we assume no responsibility to inform you of additional or changed facts, or changes in law, of which we may become aware.

To each of the Persons listed on the attached Annex 1
December 11, 2008
Page 5

     Based upon the foregoing, and subject to the limitations and qualifications set forth below, we are of the opinion that:

     1. The Amendment constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms.

     2. The execution and delivery by the Company of the Amendment will not constitute a violation of any law, statute, rule or regulation of the State of New York.

     3. No consents, approvals or authorizations of Governmental Authorities of the State of New York or the United States of America in respect of the Company are required to be obtained or effected under the laws of the State of New York or the United States of America in connection with the execution and delivery by the Company of the Amendment.

     4. The Chosen-Law Provision is enforceable in accordance with New York General Obligations Law section 5-1401, as applied by a New York State court or a federal court sitting in New York and applying New York choice of law principles.

     This opinion is delivered solely to you and for your benefit in connection with the Amendment and may not be relied upon by you for any other purpose or relied upon by any other person or entity (other than future holders of Notes acquired in accordance with the terms of the Note Agreement) for any reason without our prior written consent.

Very truly yours,

BINGHAM McCUTCHEN LLP

Annex 1

Addressees

Midland National Life Insurance Company
c/o Midland Advisors Company
200 East 10^th Street, Suite 301
Sioux Falls, SD 57104

North American Company for Life and Health Insurance
c/o Midland Advisors Company
200 East 10^th Street, Suite 301
Sioux Falls, SD 57104

EquiTrust Life Insurance Company
c/o FBL Financial Group, Inc.
5400 University Avenue
West Des Moines, IA 50266

Farm Bureau Life Insurance Company
c/o FBL Financial Group, Inc.
5400 University Avenue
West Des Moines, IA 50266

Annex 1-1

AGREEMENT AND ADOPTION OF JOINT AND SEVERAL GUARANTY
AND SUBROGATION AND CONTRIBUTION AGREEMENT

     THIS AGREEMENT AND ADOPTION OF JOINT AND SEVERAL GUARANTY AND SUBROGATION AND CONTRIBUTION AGREEMENT (this “Agreement”) is executed by Cash America of Mexico, Inc., a Delaware corporation and a Wholly-Owned Subsidiary of the Company (defined below) (the “New Guarantor”), as of the 11th day of December 2008 in favor of Midland National Life Insurance Company, North American Company for Life and Health Insurance, Equitrust Life Insurance Company and Farm Bureau Life Insurance Company (the “Current Holders”). Capitalized terms used in this Agreement but not defined herein shall have the meanings assigned to them in the Note Agreement (defined below).

     WHEREAS, Cash America International, Inc., a Texas corporation (the “Company”) entered into that certain Note Agreement dated as of December 28, 2005 the “Existing Note Agreement”) with the Purchasers listed on Schedule A attached thereto; and

     WHEREAS, the Company and the Current Holders are entering into that certain Amendment No. 1 to Note Agreement, of even date herewith, which amends the Existing Note Agreement (the “Amendment Agreement”; the Existing Note Agreement as amended by the Amendment Agreement, the “Note Agreement”); and

     WHEREAS, each of the existing Subsidiaries of the Company has executed a certain Joint and Several Guaranty, or an agreement and adoption of such Joint and Several Guaranty, in favor of the Current Holders under such Existing Note Agreement (collectively, the “Guaranty”); and

     WHEREAS, each of the existing Subsidiaries of the Company has executed a certain Subrogation and Contribution Agreement, or an agreement and adoption of such Subrogation and Contribution Agreement, under such Existing Note Agreement (collectively, the “Subrogation and Contribution Agreement”); and

     WHEREAS, pursuant to Section 9.17(a)(2) of the Note Agreement the New Guarantor is required to execute and deliver to the Current Holders an instrument in writing in the form hereof pursuant to which it agrees to become a Guarantor, and to be bound as a Guarantor by the terms of the Guaranty and the Subrogation and Contribution Agreement; and

     WHEREAS, the New Guarantor desires to comply with said requirements of the Note Agreement.

     NOW THEREFORE, pursuant to Section 9.17(a)(2) of the Note Agreement, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the New Guarantor hereby adopts the Guaranty and the Subrogation and Contribution Agreement, and agrees to become, and does hereby become (i) a Guarantor under the Guaranty and the Subrogation and Contribution Agreement, and (ii) bound jointly and

severally as a Guarantor by the terms of the Guaranty and the Subrogation and Contribution Agreement. This Agreement, the Guaranty and the Subrogation and Contribution Agreement embody the entire agreement among the parties relating to the subject matter hereof and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. This Agreement shall be construed, interpreted and enforced in accordance with, and governed by, the internal laws of the State of New York.

     EXECUTED as of the date and year first above written.

CASH AMERICA OF MEXICO, INC.
By	/s/ Austin D. Nettle .
	Name:	Austin D. Nettle
	Title:	Vice President & Treasurer

EX-10.6

EXHIBIT 10.6

EXECUTION VERSION

CASH AMERICA INTERNATIONAL, INC.

AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT

As of December 11, 2008

To the Persons Named on
Annex 1 Hereto

Ladies and Gentlemen:

     Cash America International, Inc., a Texas corporation (hereinafter, the “Company”), together with its successors and assigns, agrees with you as follows:

1. PRELIMINARY STATEMENTS.

     1.1. Note Issuance, etc.

     The Company issued and sold $35,000,000 in aggregate principal amount of its 6.09% Series A Senior Notes due December 19, 2016 (as they may be amended, restated or otherwise modified from time to time, the “Series A Notes”) and $25,000,000 in aggregate principal amount of its 6.21% Series B Senior Notes due December 19, 2021 (as they may be amended, restated or otherwise modified from time to time, the “Series B Notes” and, together with the Series A Notes, collectively, the “Notes”) pursuant to that certain Note Purchase Agreement, dated as of December 19, 2006 (as in effect immediately prior to giving effect to the Amendments (as defined below) provided for hereby, the “Existing Note Agreement”, and as amended as contemplated hereby, the “Note Agreement”). The register for the registration and transfer of the Notes indicates that the parties named in Annex 1 (the “Current Holders”) to this Amendment No. 1 to Note Purchase Agreement (this “Amendment Agreement”) are currently the holders of the entire outstanding principal amount of the Notes. The amendments to the Existing Note Agreement as provided for by this Amendment Agreement are referred to herein, collectively, as the “Amendments”.

2. DEFINED TERMS.

     Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in the Note Agreement.

3. AMENDMENTS TO THE EXISTING NOTE AGREEMENT.

     Subject to Section 5, the Existing Note Agreement is amended as provided for by this Amendment Agreement as follows:

     1. Section 10.9(c) of the Existing Note Agreement is hereby amended and restated to read in full as follows:

     “(c) Nothing in this Section 10.9 shall operate to prevent (i) any transaction permitted by Section 10.2(a) or (ii) any investment in a Non-Wholly-Owned Subsidiary so long as after giving effect to such investment the aggregate book value of all investments in Non-Wholly-Owned Subsidiaries does not exceed 30% of Consolidated Net Worth, in each case determined as of the date of such investment.”

4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     To induce you to enter into this Amendment Agreement and to consent to the Amendments, the Company represents and warrants to you as follows:

     4.1. Full Disclosure.

     Neither the financial statements and other certificates previously provided to each of the Current Holders pursuant to the provisions of the Existing Note Agreement nor the statements made in this Amendment Agreement nor any other written statements furnished to each of the Current Holders by or on behalf of the Company in connection with the proposal and negotiation of the transactions contemplated hereby, taken as a whole, contained any untrue statement of a material fact or omitted a material fact necessary to make the statements contained therein and herein not misleading, in each case as of the time such financial statements or certificates were provided or such statements were made or furnished. There is no fact known to the Company relating to any event or circumstance that has occurred or arisen since the Closing that the Company has not disclosed to each of the Current Holders in writing that has had or, so far as the Company can now reasonably foresee, could reasonably be expected to have, a Material Adverse Effect.

     4.2. Power and Authority.

     The Company has all requisite corporate power and authority to enter into and perform its obligations under this Amendment Agreement.

     4.3. Due Authorization.

     This Amendment Agreement has been duly authorized by all necessary action on the part of the Company, has been executed and delivered by a duly authorized officer of the Company, and constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except that enforceability may be limited by applicable bankruptcy, reorganization, arrangement, insolvency, moratorium, or other similar laws affecting the enforceability of creditors’ rights generally and subject to the availability of equitable remedies.

     4.4. No Defaults.

     No event has occurred and no condition exists that, upon the execution and delivery of this Amendment Agreement, would constitute a Default or an Event of Default.

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     4.5. Prenda Facil

     The Company has delivered to special counsel to the Current Holders true and correct copies of the primary documents pursuant to which the Company or any of its Subsidiaries has invested in and acquired the business operated by the New Mexican Subsidiary (as defined below).

5. EFFECTIVENESS OF AMENDMENTS.

     The Amendments shall become effective as of the first date written above (the “Effective Date”) upon the satisfaction of all of the following conditions precedent:

     5.1. Execution and Delivery of this Amendment Agreement.

     The Company and the Required Holders shall have executed and delivered this Amendment Agreement.

     5.2. Guarantors.

     Each Guarantor which delivered the Joint and Several Guaranty (or an agreement and adoption of the Joint and Several Guaranty) shall have executed and delivered to you the Consent and Reaffirmation attached hereto as Exhibit A.

     5.3. Cash America of Mexico, Inc.

     The Company shall have formed Cash America of Mexico, Inc., a Delaware corporation and Wholly-Owned Subsidiary (herein referred to as “Cash America of Mexico”). Cash America of Mexico shall have caused to be executed and delivered to you:

     (a) an instrument in writing pursuant to which it agrees to become a Guarantor, and to be bound as a Guarantor by the terms of the Guaranty and the Subrogation and Contribution Agreement; such instrument shall be in the form of Exhibit B hereto; and

     (b) an Officer’s Certificate in the form of Exhibit C hereto and as contemplated by Section 10.9(a)(ii)(D) of the Existing Note Agreement.

     5.4. Prenda Facil Acquisition.

     On the Effective Date, (a) Cash America of Mexico shall have acquired at least 80% of the shares of capital stock of Creazione Estilo, S.A. de C.V., SOFOM, E.N.R., a Mexican sociedad anónima de capital variable, sociedad financiera de objeto múltiple, entidad no regulada (“Creazione”), having general voting power under ordinary circumstances to elect a majority of the board of directors (or other governing body) of Creazione (so long as Cash America of Mexico owns not less than 80% of such voting stock of Creazione and 80% of the outstanding shares of all other classes of capital stock of Creazione, the “New Mexican Subsidiary”) and (b) the Company shall have advanced funds to enable the New Mexican Subsidiary to repay all of its existing material Indebtedness for Money Borrowed.

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     5.5. Bank Consent.

     The Company shall have obtained any and all necessary consents, waivers and amendments with respect to the Existing Bank Loan Agreement, as amended from time to time, to permit the formation of Cash America of Mexico and the acquisition of the shares of capital stock of Creazione having general voting power under ordinary circumstances to elect a majority of the board of directors (or other governing body) of Creazione as contemplated by Sections 5.3 and 5.4 of this Amendment Agreement.

     5.6. Amendment Fee.

     Each of the Current Holders shall have received a fee in an amount equal to 0.15% of the outstanding principal amount of Notes owned by such Current Holder.

     5.7. Fees and Expenses.

     Whether or not the Amendments become effective, the Company will promptly (and in any event within thirty Business Days of receiving any statement or invoice therefor) pay all reasonable fees, expenses and costs relating to this Amendment Agreement, including, but not limited to, the reasonable fees of your special counsel, Bingham McCutchen LLP, incurred in connection with the preparation, negotiation and delivery of this Amendment Agreement and any other documents related hereto. Nothing in this Section shall limit the Company’s obligations pursuant to Section 15.1 of the Note Agreement.

6. MISCELLANEOUS.

     6.1. Part of Existing Note Agreement; Future References, etc.

     This Amendment Agreement shall be construed in connection with and as a part of the Existing Note Agreement and, except as expressly amended by this Amendment Agreement, all terms, conditions and covenants contained in the Existing Note Agreement are hereby ratified and shall be and remain in full force and effect. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment Agreement may refer to the Existing Note Agreement without making specific reference to this Amendment Agreement, but nevertheless all such references shall include this Amendment Agreement unless the context otherwise requires.

     6.2. Counterparts.

     This Amendment Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. A facsimile of an executed copy of this Amendment Agreement shall have the same effect as the original executed Amendment Agreement.

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     6.3. Governing Law.

     THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN NEW YORK.

[Remainder of page intentionally left blank; next page is signature page.]

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     If you are in agreement with the foregoing, please so indicate by signing the acceptance below on the accompanying counterpart of this agreement and returning it to the Company, whereupon it will become a binding agreement among you and the Company.

CASH AMERICA INTERNATIONAL, INC.
By:	/s/ David J. Clay
	Name:	David J. Clay
	Title:	Senior Vice President-Finance

[Signature Page to Amendment No. 1 to Note Purchase Agreement (Cash America — 2006)]

     The foregoing Amendment Agreement is hereby accepted as of the date first above written. By its execution below, each of the undersigned represents that it is either the registered owner of one or more of the Notes or is the beneficial owner of one or more of the Notes and is authorized to enter into this Amendment Agreement in respect thereof.

MINNESOTA LIFE INSURANCE COMPANY
FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN
GREAT WESTERN INSURANCE COMPANY
FORT DEARBORN LIFE INSURANCE COMPANY
CINCINNATI INSURANCE COMPANY
BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.
FIDELITY LIFE ASSOCIATION
AMERICAN REPUBLIC INSURANCE COMPANY
TRUSTMARK INSURANCE COMPANY
SECURITY NATIONAL LIFE INSURANCE COMPANY
By: Advantus Capital Management, Inc.

By:	/s/ Thomas B. Houghton
	Name:	Thomas B. Houghton
	Title:	Vice President

[Signature Page to Amendment No. 1 to Note Purchase Agreement (Cash America — 2006)]

MIDLAND NATIONAL LIFE INSURANCE COMPANY
By: Guggenheim Partners Advisory Company, as its Agent

By:	/s/ Michael Damaso
	Name:	Michael Damaso
	Title:	Senior Managing Director

NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE
By: Guggenheim Partners Advisory Company, as its Agent

By:	/s/ Michael Damaso
	Name:	Michael Damaso
	Title:	Senior Managing Director

[Signature Page to Amendment No. 1 to Note Purchase Agreement (Cash America — 2006)]

CUNA MUTUAL LIFE INSURANCE COMPANY
CUNA MUTUAL INSURANCE SOCIETY
CUMIS INSURANCE SOCIETY
MEMBERS LIFE INSURANCE COMPANY
By: MEMBERS Capital Advisors, Inc., acting as Investment Advisor

By:	/s/ James E. McDonald Jr.
	Name:	James E. McDonald Jr.
	Title:	Director, Private Placements

[Signature Page to Amendment No. 1 to Note Purchase Agreement (Cash America — 2006)]

PHOENIX LIFE INSURANCE COMPANY
By:	/s/ John H. Beers
	Name:  John H. Beers
	Title:  Vice President

[Signature Page to Amendment No. 1 to Note Purchase Agreement (Cash America — 2006)]

OHIO NATIONAL LIFE ASSURANCE CORPORATION
By:	/s/ Jed R. Martin
	Name:  Jed R. Martin
	Title:  Vice President, Private Placements
THE OHIO NATIONAL LIFE INSURANCE COMPANY
By:	/s/ Jed R. Martin
	Name:  Jed R. Martin
	Title:  Vice President, Private Placements

[Signature Page to Amendment No. 1 to Note Purchase Agreement (Cash America — 2006)]

PRIMERICA LIFE INSURANCE COMPANY
By: Conning Asset Management Company, as Investment Manager

By:	/s/ John H. DeMallie
	Name:	John H. DeMallie
	Title:	Director

AMERICAN HEALTH AND LIFE INSURANCE COMPANY
By: Conning Asset Management Company, as Investment Manager

By:	/s/ John H. DeMallie
	Name:	John H. DeMallie
	Title:	Director

NATIONAL BENEFIT LIFE INSURANCE COMPANY
By: Conning Asset Management Company, as Investment Manager

By:	/s/ John H. DeMallie
	Name:	John H. DeMallie
	Title:	Director

[Signature Page to Amendment No. 1 to Note Purchase Agreement (Cash America — 2006)]

Annex 1

CURRENT HOLDERS

Fort Dearborn Life Insurance Company
Minnesota Life Insurance Company
Cincinnati Insurance Company
Farm Bureau Life Insurance Company of Michigan
Blue Cross and Blue Shield of Florida, Inc.
Great Western Insurance Company
Fidelity Life Association
American Republic Insurance Company
Trustmark Insurance Company
Security National Life Insurance Company
Midland National Life Insurance Company
North American Company for Life and Health Insurance
CUNA Mutual Life Insurance Company
CUNA Mutual Insurance Society
CUMIS Insurance Society
Members Life Insurance Company
Phoenix Life Insurance Company
Ohio National Life Assurance Corporation
The Ohio National Life Insurance Company
Primerica Life Insurance Company
American Health and Life Insurance Company
National Benefit Life Insurance Company

Exhibit A

CONSENT AND REAFFIRMATION

     Each of the undersigned (the “Guarantors”) hereby (i) acknowledges receipt of a copy of the foregoing Amendment No. 1 to Note Purchase Agreement (the “First Amendment”); (ii) consents to the Company’s execution and delivery thereof; (iii) agrees to be bound thereby; (iv) affirms that nothing contained therein shall modify in any respect whatsoever its guaranty of the obligations of the Company to the holders of the Notes pursuant to the terms of that certain Joint and Several Guaranty, entered into by the Guarantors pursuant to the terms of the Note Agreement (the “Guaranty”); and (v) reaffirms that the Guaranty is and shall continue to remain in full force and effect. Although each of the Guarantors has been informed of the matters set forth herein and in the First Amendment and has acknowledged and agreed to the same, such Guarantors understand that the holders of the Notes have no obligation to inform any of the Guarantors of such matters in the future or to seek any of the Guarantors’ acknowledgment or agreement to future amendments or waivers, and nothing herein shall create such a duty. Capitalized terms used in this Consent and Reaffirmation and not otherwise defined herein have the meanings ascribed to them in the First Amendment.

     In witness whereof, each of the undersigned has executed this Consent and Reaffirmation on and as of the date of such First Amendment.

GUARANTORS

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

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

CASH AMERICA NET HOLDINGS, LLC
CASH AMERICA NET CANADA, INC.

By	/s/ Austin D. Nettle
	Name:	Austin D. Nettle
	Title:	Vice President & 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 KENTUCKY, LLC
CASH AMERICA NET OF LOUISIANA, LLC
CASH AMERICA NET OF MAINE, LLC
CASHNET CSO OF MARYLAND, LLC
CASH AMERICA NET OF MICHIGAN, LLC
CASH AMERICA NET OF MINNESOTA, LLC
CASH AMERICA NET OF MISSISSIPPI, LLC
CASH AMERICA NET OF MISSOURI, LLC
CASH AMERICA NET OF MONTANA, LLC
CASH AMERICA NET OF NEBRASKA, LLC
CASH AMERICA NET OF NEVADA, LLC
CASH AMERICA NET OF NEW HAMPSHIRE, LLC
CASH AMERICA NET OF NEW MEXICO, LLC
CASH AMERICA NET OF NORTH DAKOTA, LLC
CASH AMERICA NET OF OHIO, LLC
CASH AMERICA NET OF OKLAHOMA, LLC
CASH AMERICA NET OF OREGON, LLC
CASH AMERICA NET OF RHODE ISLAND, LLC
CASH AMERICA NET OF SOUTH 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
CASHNET OF AUSTRALIA, LLC
CASHNETUSA OF FLORIDA, LLC
CASHEURONET UK, LLC
OHIO CONSUMER FINANCIAL SOLUTIONS, LLC

by their Sole Member, CASH AMERICA NET HOLDINGS, LLC

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

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

by their Sole Member, CASH AMERICA NET OF NEW MEXICO, LLC

  by its Sole Member, CASH AMERICA NET HOLDINGS, LLC

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

PRIMARY CREDIT SOLUTIONS, LLC (f/k/a Primary Cash Holdings, LLC)

  by its sole member, CASH AMERICA INTERNATIONAL, INC.

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

PRIMARY CREDIT SERVICES, LLC (f/k/a Primary Cash Finance, LLC)
PRIMARY CREDIT PROCESSING, LLC (f/k/a Primary Cash Card Processing, LLC)
PRIMARY PAYMENT SOLUTIONS, LLC (f/k/a Primary Cash Card Services, LLC

  by their sole member, PRIMARY CREDIT SOLUTIONS, LLC (f/k/a Primary
Cash Holdings, LLC)

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

Exhibit B

AGREEMENT AND ADOPTION OF JOINT AND SEVERAL GUARANTY
AND SUBROGATION AND CONTRIBUTION AGREEMENT

     THIS AGREEMENT AND ADOPTION OF JOINT AND SEVERAL GUARANTY AND SUBROGATION AND CONTRIBUTION AGREEMENT (this “Agreement”) is executed by Cash America of Mexico, Inc., a Delaware corporation and a Wholly-Owned Subsidiary of the Company (defined below) (the “New Guarantor”), as of the 11th day of December 2008 in favor of the Current Holders (defined in the Amendment Agreement, which is defined below). Capitalized terms used in this Agreement but not defined herein shall have the meanings assigned to them in the Note Agreement (defined below).

     WHEREAS, Cash America International, Inc., a Texas corporation (the “Company”) entered into that certain Note Purchase Agreement dated as of December 19, 2006 (as in effect prior to giving effect to the Amendment Agreement (defined below), the “Existing Note Agreement”) with the Purchasers listed on Schedule A attached thereto; and

     WHEREAS, the Company and the Current Holders are entering into that certain Amendment No. 1 to Note Purchase Agreement, of even date herewith, which amends the Existing Note Agreement (the “Amendment Agreement”; the Existing Note Agreement as amended by the Amendment Agreement, the “Note Agreement”); and

     WHEREAS, each of the existing Subsidiaries of the Company has executed a certain Joint and Several Guaranty, or an agreement and adoption of such Joint and Several Guaranty, in favor of the Current Holders under such Existing Note Agreement (collectively, the “Guaranty”); and

     WHEREAS, each of the existing Subsidiaries of the Company has executed a certain Subrogation and Contribution Agreement, or an agreement and adoption of such Subrogation and Contribution Agreement, under such Existing Note Agreement (collectively, the “Subrogation and Contribution Agreement”); and

     WHEREAS, it is a condition precedent to the effectiveness of the Amendments contemplated by the Amendment Agreement that the New Guarantor execute and deliver to the Current Holders an instrument in writing in the form hereof pursuant to which it agrees to become a Guarantor, and to be bound as a Guarantor by the terms of the Guaranty and the Subrogation and Contribution Agreement; and

     WHEREAS, the New Guarantor desires to comply with said requirements of the Amendment Agreement.

     NOW THEREFORE, pursuant to Section 5.3(a) of the Amendment Agreement and as an inducement to the Current Holders to enter into the Amendment Agreement, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby

acknowledged, the New Guarantor hereby adopts the Guaranty and the Subrogation and Contribution Agreement, and agrees to become, and does hereby become (i) a Guarantor under the Guaranty and the Subrogation and Contribution Agreement, and (ii) bound jointly and severally as a Guarantor by the terms of the Guaranty and the Subrogation and Contribution Agreement. This Agreement, the Guaranty and the Subrogation and Contribution Agreement embody the entire agreement among the parties relating to the subject matter hereof and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. This Agreement shall be construed, interpreted and enforced in accordance with, and governed by, the internal laws of the State of New York.

     EXECUTED as of the date and year first above written.

    CASH AMERICA OF MEXICO, INC.

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

Exhibit C

CASH AMERICA INTERNATIONAL, INC.
Officer’s Certificate

     The undersigned certifies that he is the duly elected, qualified and acting Executive Vice President and Secretary of Cash America International, Inc., a Texas corporation (the “Company”) and, as such, he is authorized to execute this Certificate on behalf of the Company, acting in its capacity as the sole shareholder of Cash America of Mexico, Inc., a Delaware corporation, and, with reference to the Note Purchase Agreement dated as of December 19, 2006 (as in effect prior to giving effect to the Amendment (defined below), the “Note Agreement”) among the Company and the Purchasers listed in Schedule A attached thereto, which is being amended contemporaneously herewith by that certain Amendment No. 1 to Note Purchase Agreement dated as of December ___, 2008 (the “Amendment”), and he further certifies as follows (all capitalized terms used herein without definition having the respective meanings specified therefor in the Note Agreement after giving effect to the Amendment):

1.	The name of the new entity is Cash America of Mexico, Inc. (“Cash Mexico”). Cash Mexico is a corporation incorporated in the state of Delaware.
2.	Cash Mexico was formed to acquire a majority of the capital stock of Creazione (as defined in the Amendment). Following such acquisition, Cash Mexico’s sole business will be to serve as a holding company for capital stock of the New Mexican Subsidiary (as defined in the Amendment).
3.	After giving effect to the Amendment, the Company will be authorized to cause Cash Mexico to become a Subsidiary in accordance with Section 10.9 of the Note Agreement.
4.	Attached hereto as Exhibit “A” is a true, correct and complete copy of the Certificate of Incorporation of Cash Mexico, as in effect on the date hereof.
5.	Attached hereto as Exhibit “B” is a true, correct and complete copy of the bylaws of Cash Mexico, as in effect on the date hereof.

     This Certificate is being delivered pursuant to Section 5.3(b) of the Amendment and Section 10.9(a)(ii)(D) of the Note Agreement.

     WITNESS the signature of the undersigned effective as of the                      day of December, 2008.

J. Curtis Linscott 

Executive Vice President & Secretary 

STATE OF TEXAS	}
	}
COUNTY OF TARRANT	}

     Before me, a notary public, on this day personally appeared J. Curtis Linscott, known to me to be the person whose name is subscribed to the foregoing document.

     SWORN TO AND SUBSCRIBED BEFORE ME this                      day of December, 2008.

Notary Public in and for the State of Texas 

EXHIBIT “A”

Certificate of Incorporation
of Cash America of Mexico, Inc.

STATE OF DELAWARE
CERTIFICATE OF INCORPORATION
OF
CASH AMERICA OF MEXICO, INC.

     1. The name of the Corporation is Cash America of Mexico, Inc. (the “Corporation”).

     2. The address of the registered office of the Corporation in the State of Delaware is 615 South DuPont Highway, in the city of Dover, County of Kent. The name of the registered agent of the Corporation at such address is Capitol Services, Inc.

     3. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful business, act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatsoever.

     4. The total number of shares of capital stock of the Corporation shall be one thousand (1,000) shares of Common Stock, par value of one cent ($0.01) per share.

     5. No holder of shares of stock of the Corporation shall have any preemptive or other right, except as such rights are expressly provided by contract, to purchase or subscribe for or receive any shares of any class, or series thereof, of stock of the Corporation, whether now or hereafter authorized, or any warrants, options, bonds, debentures or other securities convertible into, exchangeable for or carrying any right to purchase any shares of any class, or series thereof, of stock; but such additional shares of stock and such warrants, options, bonds, debentures or other securities convertible into, exchangeable for or carrying any right to purchase any shares of any class, or series thereof, of stock may be issued or disposed of by the Board of Directors to such persons, and on such terms and for such lawful consideration, as in its discretion it shall deem advisable or as to which the Corporation shall have by binding contract agreed.

     6. The number of directors of the Corporation shall be not less than one (1) nor more than nine (9), the exact number to be fixed from time to time in the manner provided by the Bylaws of the Corporation. The number of directors constituting the initial Board of Directors of the Corporation is one (1), and the name and address of the person who is to serve as a director until the first annual meeting of the stockholders or until his successor is elected and qualified is:

Name	Address
Daniel R. Feehan	1600 West 7th Street
	Fort Worth, Texas 76102

Election of directors need not be by written ballot unless the Bylaws shall so provide. No holders of Common Stock of the Corporation shall have any rights to cumulate votes in the election of directors.

     7. Except as otherwise provided by statute, any action that may be taken at a meeting of stockholders by a vote of the stockholders may be taken with the written consent of stockholders owning (and by such written consent, voting) in the aggregate not less than the minimum percentage of the total number of shares that by statute, this Certificate of Incorporation or the Bylaws are required to be voted with respect to such proposed corporate action; provided, however, that the written consent of a stockholder who would not have been entitled to vote upon the action if a meeting were held shall not be counted; and further provided, that prompt notice shall be given to all stockholders of the taking of such corporate action without a meeting if less than unanimous written consent of all stockholders who would have been entitled to vote on the action if a meeting were held is obtained.

     8. In furtherance of, and not in limitation of, the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation or adopt new Bylaws, without any action on the part of the stockholders; provided, however, that no such adoption, amendment, or repeal shall be valid with respect to Bylaw provisions that have been adopted, amended, or repealed by the stockholders; and further provided, that Bylaws adopted or amended by the Board of Directors and any powers thereby conferred may be amended, altered, or repealed by the stockholders.

     9. The Corporation is to have perpetual existence.

     10. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

     11. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for such

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liability as is expressly not subject to limitation under the Delaware General Corporation Law, as the same exists or may hereafter be amended to further limit or eliminate such liability. Moreover, the Corporation shall, to the fullest extent permitted by law, indemnify any and all officers and directors of the Corporation, and may, to the fullest extent permitted by law or to such lesser extent as is determined in the discretion of the Board of Directors, indemnify any and all other persons whom it shall have power to indemnify, from and against all expenses, liabilities or other matters arising out of their status as such or their acts, omissions or services rendered in such capacities. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability.

     12. The Corporation shall have the right, subject to any express provisions or restrictions contained in the Certificate of Incorporation or Bylaws of the Corporation, from time to time, to amend this Certificate of Incorporation or any provision thereof in any manner now or hereafter provided by law, and all rights and powers of any kind conferred upon a director or stockholder of the Corporation by the Certificate of Incorporation or any amendment thereof are conferred subject to such right.

     13. The name and mailing address of the incorporator of the Corporation is J. Curtis Linscott, 1600 West 7^th Street, Fort Worth, Texas 76102.

     THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate, hereby declaring and certifying that this is his act and deed and the facts herein stated are true, and accordingly has hereunto set his hand this 29th day of September, 2008

/s/ J. Curtis Linscott  

J. Curtis Linscott 

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EXHIBIT “B”

Bylaws
of Cash America of Mexico, Inc.

CASH AMERICA OF MEXICO, INC.

BYLAWS

ARTICLE 1

OFFICES

     Section 1.1. Registered Office. The registered office shall be in the City of Dover, County of Kent, State of Delaware.

     Section 1.2. Other Offices. The corporation may also have offices at such other places, either within or without the State of Delaware, as the board of directors may from time to time to determine or as the business of the corporation may require.

ARTICLE 2

MEETINGS OF STOCKHOLDERS

     Section 2.1. Place of Meetings. All meetings of the stockholders shall be held at the office of the corporation or at such other places as may be fixed from time to time by the board of directors, either within or without the State of Delaware, and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2.2. Annual Meetings. Annual meetings of stockholders, commencing with the year 2009, shall be held at the time and place to be selected by the board of directors. If the day is a legal holiday, then the meeting shall be held on the next following business day. At the meeting, the stockholders shall elect a board of directors by written ballot and transact such other business as may properly be brought before the meeting.

     Section 2.3. Notice of Annual Meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

     Section 2.4. Voting List. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

     Section 2.5. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the chairman of the board or the president, and shall be called by the president or secretary at the request in writing of a majority of the board of directors or the holders of ten percent or more of the outstanding shares of stock of the corporation. Such request shall state the purpose or purposes of the proposed meeting.

     Section 2.6. Notice of Special Meetings. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting. Business transacted at any special meeting of the stockholders shall be limited to the purposes stated in the notice.

     Section 2.7. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     Section 2.8. Order of Business. At each meeting of the stockholders, one of the following persons, in the order in which they are listed (and in the absence of the first, the next, and so on), shall serve as chairman of the meeting: president, chairman of the board, vice presidents (in the order of their seniority if more than one) and secretary. The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the voting polls.

     Section 2.9. Majority Vote. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

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     Section 2.10. Method of Voting. Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

ARTICLE 3

DIRECTORS

     Section 3.1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by law or by the certificate of incorporation of the corporation or by these Bylaws directed or required to be exercised or done by the stockholders.

     Section 3.2. Number of Directors. The board of directors shall have not less than one (1) nor more than nine (9) directors. The number of directors constituting the board shall be such number as shall be from time to time specified by resolution of the board of directors; provided, however, no director’s term shall be shortened by reason of a resolution reducing the number of directors; and further provided that the number of directors constituting the initial board of directors shall be the number specified in the certificate of incorporation and shall remain such number unless and until changed by resolution of the board of directors aforesaid.

     Section 3.3. Election, Qualification and Term of Office of Directors. Directors shall be elected at each annual meeting of stockholders, to hold office until the next annual meeting. Directors need not be stockholders unless so required by the certificate of incorporation or these Bylaws, wherein other qualifications for directors may be prescribed. Each director, including a director elected to fill a vacancy, shall hold office until his successor is elected and qualified or until his earlier death, resignation or removal. Elections of directors need not be by written ballot.

     Section 3.4. Nominations of Directors. Nominations for the election of directors may be made by the board of directors or by any stockholder entitled to vote for the election of directors.

     Section 3.5. First Meetings. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special

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meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

     Section 3.6. Regular Meetings. Regular meetings of the board of directors may be held without notice at such times and at such places as shall from time to time be determined by the board.

     Section 3.7. Special Meetings. Special meetings of the board may be called by the chairman of the board or the president, and shall be called by the president or secretary on the written request of one director.

     Section 3.8. Quorum, Majority Vote. At all meetings of the board, a majority of the entire board of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 3.9. Action Without Meeting. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the board or committee.

     Section 3.10. Telephone and Similar Meetings. Unless otherwise restricted by the certificate of incorporation or these Bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or such committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

     Section 3.11. Notice of Meetings. Notice of regular meetings of the board of directors or of any adjourned meeting thereof need not be given. Notice of each special meeting of the board shall be mailed to each director, addressed to such director at such director’s residence or usual place of business, at least two days before the day on which the meeting is to be held or shall be sent to such director at such place by e-mail or be given personally or by telephone, not later than the day before the meeting is to be held, but notice need not be given to any director who shall, either before or after the meeting, submit a signed waiver of such notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to such director. Every such notice shall state the time and place but need not state the purpose of the meeting.

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     Section 3.12. Rules and Regulations. The board of directors may adopt such rules and regulations not inconsistent with the provisions of law, the certificate of incorporation of the corporation or these Bylaws for the conduct of its meetings and management of the affairs of the corporation as the board may deem proper.

     Section 3.13. Resignations. Any director of the corporation may at any time resign by giving written notice to the board of directors, the chairman of the board, the president or the secretary of the corporation. Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     Section 3.14. Removal of Directors. Unless otherwise restricted by statute, by the certificate of incorporation or by these Bylaws, any director or the entire board of directors may be removed with or without cause by the holders of a majority of the shares then entitled to vote at an election of directors.

     Section 3.15. Vacancies. Subject to any express rights of the holders of any class or series of stock having a preference over the common stock of the corporation as to dividends or upon liquidation, any vacancies on the board of directors resulting from death or resignation may be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the board of directors, or by a sole remaining director, and newly created directorships resulting from any increase in the number of directors may be filled by the board of directors, or if not so filled, by the stockholders at the next annual meeting thereof or at a special meeting called for that purpose in accordance with Section 2.5 of Article II of these Bylaws. Any vacancy on the board of directors resulting from the removal of a director, with or without cause, shall be filled by the holders of a majority of the shares then entitled to vote at an election of directors. Any director elected in accordance with the two preceding sentences of this Section 3.15 shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such successor shall have been elected and qualified.

     Section 3.16. Compensation of Directors. Unless otherwise restricted by the certificate of incorporation or these Bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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ARTICLE 4

EXECUTIVE AND OTHER COMMITTEES

     Section 4.1. Executive Committee. The board of directors may, by resolution adopted by a majority of the entire board, designate annually one or more of its members to constitute members or alternate members of an executive committee, which committee shall have and may exercise, between meetings of the board, all the powers and authority of the board in the management of the business and affairs of the corporation, including, if such committee is so empowered and authorized by resolution adopted by a majority of the entire board, the power and authority to declare a dividend and to authorize the issuance of stock, and may authorize the seal of the corporation to be affixed to all papers which may require it, except that the executive committee shall not have such power or authority with reference to:

(a)	amending the certificate of incorporation of the corporation;
(b)	adopting an agreement of merger or consolidation involving the corporation;
(c)	recommending to the stockholders the sale, lease or exchange of all or substantially all of the property and assets of the corporation;
(d)	recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution;
(e)	adopting, amending or repealing any Bylaw;
(f)	filling vacancies on the board or on any committee of the board, including the executive committee;
(g)	fixing the compensation of directors for serving on the board or on any committee of the board, including the executive committee; or
(h)	amending or repealing any resolution of the board that by its terms may be amended or repealed only by the board.

     Section 4.2. Other Committees. The board of directors may, by resolution adopted by a majority of the entire board, designate from among its members one or more other committees, each of which shall, except as otherwise prescribed by law, have such authority of the board as may be specified in the resolution of the board designating such committee. A majority of all the members of such committee may determine its action and fix the time and place of its meetings, unless the board shall otherwise provide. The board shall have the power at any time to change the membership of, to increase or decrease the membership of, to fill all vacancies in and to discharge any such committee, or any member thereof, either with or without cause.

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     Section 4.3. Procedure; Meetings; Quorum. Regular meetings of the executive committee or any other committee of the board of directors, of which no notice shall be necessary, may be held at such times and places as shall be fixed by resolution adopted by a majority of the members thereof. Special meetings of the executive committee or any other committee of the board shall be called at the request of any member thereof. Notice of each special meeting of the executive committee or any other committee of the board shall be sent by mail, e-mail or telephone, or be delivered personally to each member thereof not later than the day before the day on which the meeting is to be held, but notice need not be given to any member who shall, either before or after the meeting, submit a signed waiver of such notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of such notice to such member. Any special meeting of the executive committee or any other committee of the board shall be a legal meeting without any notice thereof having been given, if all the members thereof shall be present thereat. Notice of any adjourned meeting of any committee of the board need not be given. The executive committee or any other committee of the board may adopt such rules and regulations not inconsistent with the provisions of law, the certificate of incorporation of the corporation or these Bylaws for the conduct of its meetings as the executive committee or such other committee of the board may deem proper. A majority of the executive committee or any other committee of the board shall constitute a quorum for the transaction of business at any meeting, and the vote of a majority of the members thereof present at any meeting at which a quorum is present shall be the act of such committee. The executive committee or any other committee of the board of directors shall keep written minutes of its proceedings, a copy of which is to be filed with the secretary of the corporation, and shall report on such proceedings to the board.

ARTICLE 5

NOTICES

     Section 5.1. Method. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given the day following the time when the same shall be deposited in the United States mail. Notice to directors may also be given by e-mail.

     Section 5.2. Waiver. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

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ARTICLE 6

OFFICERS

     Section 6.1. Election, Qualification. The officers of the corporation shall be chosen by the board of directors and shall be a president, one or more vice presidents, a secretary and a treasurer. The board of directors may also choose a chairman of the board, one or more assistant secretaries and assistant treasurers and such other officers and agents as it shall deem necessary. Any number of offices may be held by the same person, unless the certificate of incorporation or these Bylaws otherwise provide.

     Section 6.2. Salary. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

     Section 6.3. Term, Removal. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

     Section 6.4. Resignation. Subject at all times to the right of removal as provided in Section 6.3 of this Article 6, any officer may resign at any time by giving notice to the board of directors, the president or the secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein; provided that the president or, in the event of the resignation of the president, the board of directors may designate an effective date for such resignation which is earlier than the date specified in such notice but which is not earlier than the date of receipt of such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     Section 6.5. Vacancies. A vacancy in any office because of death, resignation, removal or any other cause may be filled for the unexpired portion of the term in the manner prescribed in these Bylaws for election to such office.

     Section 6.6. Chairman of the Board. The chairman of the board shall, if there be such an officer, preside at meetings of the board of directors and, if present, and in the absence of the president, preside at meetings of the stockholders. The chairman of the board shall counsel with and advise the president and perform such other duties as the president or the board or the executive committee may from time to time determine. Except as otherwise provided by resolution of the board, the chairman of the board shall be ex-officio a member of all committees of the board. The chairman of the board may sign and execute in the name of the corporation deeds, mortgages, bonds, contracts or other instruments authorized by the board or any committee thereof empowered to authorize the same.

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     Section 6.7. President. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and (in the absence of the chairman of the board) the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

     Section 6.8. Vice Presidents. In the absence of the president and the chairman of the board or in the event of their inability or refusal to act, the vice president (or if there shall be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

     Section 6.9. Secretary. The secretary shall attend all meetings of the board of directors and of the stockholders, shall record all the proceedings of the meetings of the stockholders and of the board of directors in a book to be kept for that purpose, and shall perform like duties for the other committees designated by the board of directors when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it. When so affixed, the corporate seal may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

     Section 6.10. Assistant Secretary. The assistant secretary, if any (or if there shall be more than one, the assistant secretaries in the order determined by the board of directors, or in the absence of any such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

     Section 6.11. Treasurer. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial

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condition of the corporation. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

     Section 6.12. Assistant Treasurer. The assistant treasurer, if any (or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, or in the absence of no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE 7

CERTIFICATES OF STOCK

     Section 7.1. Certificates. Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of the corporation by, the chairman or vice chairman of the board of directors, or the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation.

     Section 7.2. Facsimile Signatures. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

     Section 7.3. Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

     Section 7.4. Transfers of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the

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corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

     Section 7.5. Fixing Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

     Section 7.6. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE 8

AFFILIATED TRANSACTIONS

     Section 8.1. Validity. Except as otherwise provided for in the certificate of incorporation and except as otherwise provided in this Bylaw, if Section 8.2 is satisfied, no contract or transaction between the corporation and any of its directors, officers or security holders, or any corporation, partnership, association or other organization in which any of such directors, officers or security holders are directly or indirectly financially interested, shall be void or voidable solely because of this relationship, or solely because of the presence of the director, officer or security holder at the meeting authorizing the contract or transaction, or solely because of his or their participation in the authorization of such contract or transaction or vote at the meeting therefor, whether or not such participation or vote was necessary for the authorization of such contract or transaction.

     Section 8.2. Disclosure, Approval; Fairness. Section 8.1 shall apply only if:

(a) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known:

(i) to the board of directors (or committee thereof) and it nevertheless in good faith authorizes or ratifies the contract or transaction by a majority of the directors present, each such

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interested director to be counted in determining whether a quorum is present but not in calculating the majority necessary to carry the vote; or

(ii) to the stockholders and they nevertheless authorize or ratify the contract or transaction by a majority of the shares present at a meeting considering such contract or transaction, each such interested person (stockholder) to be counted in determining whether a quorum is present and for voting purposes; or

(b) the contract or transaction is fair to the corporation as of the time it is authorized or ratified by the board of directors (or committee thereof) or the stockholders.

     Section 8.3 Nonexclusive. This provision shall not be construed to invalidate a contract or transaction that would be valid in the absence of this provision.

ARTICLE 9

GENERAL PROVISIONS

     Section 9.1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

     Section 9.2. Reserves. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

     Section 9.3. Annual Statement. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by majority vote of the stockholders, a full and clear statement of the business and condition of the corporation.

     Section 9.4. Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

     Section 9.5. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

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     Section 9.6. Seal. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced or otherwise.

ARTICLE 10

AMENDMENTS

     Section 10.1. Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by a majority of the entire board of directors in accordance with the terms and conditions of the certificate of incorporation.

[EFFECTIVE: September 30, 2008]

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EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Daniel R. Feehan, certify that:

1.	I have reviewed this report on Form 10-Q of Cash America International, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 22, 2009

/s/ Daniel R. Feehan Daniel R. Feehan
Chief Executive Officer and President

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Thomas A. Bessant, Jr., certify that:

1.	I have reviewed this report on Form 10-Q of Cash America International, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 22, 2009

/s/ Thomas A. Bessant, Jr. Thomas A. Bessant, Jr.
Executive Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

          In connection with the Quarterly Report of Cash America International, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel R. Feehan, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Daniel R. Feehan Daniel R. Feehan
Chief Executive Officer and President

Date:      October 22, 2009

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

          In connection with the Quarterly Report of Cash America International, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas A. Bessant, Jr., Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Thomas A. Bessant, Jr. Thomas A. Bessant, Jr.
Executive Vice President and Chief Financial Officer

Date:      October 22, 2009