10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2008

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 – 2599
(Address of principal executive offices)	(Zip Code)

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

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $.10 par value per share	New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes þ           No o

Indicate by check if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o           No þ

     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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

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

     The aggregate market value of 28,117,012 shares of the registrant’s Common Stock held by non-affiliates on June 30, 2008 was approximately $871,627,372.

     At February 11, 2009 there were 29,523,723 shares of the registrant’s Common Stock, $.10 par value, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive Proxy Statement pertaining to the 2009 Annual Meeting of Shareholders are incorporated herein by reference into PART III of this Form 10-K.

CASH AMERICA INTERNATIONAL, INC.

YEAR ENDED DECEMBER 31, 2008

INDEX TO FORM 10-K

PART I
Item 1. Business	1
Item 1A. Risk Factors	16
Item 1B. Unresolved Staff Comments	20
Item 2. Properties	21
Item 3. Legal Proceedings	22
Item 4. Submission of Matters to a Vote of Security Holders	23
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
Item 6. Selected Financial Data	26
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	61
Item 8. Financial Statements and Supplementary Data	63
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	102
Item 9A. Controls and Procedures	102
Item 9B. Other Information	102
PART III
Item 10. Directors, Executive Officers and Corporate Governance	102
Item 11. Executive Compensation	103
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	103
Item 13. Certain Relationships and Related Transactions, and Director Independence	103
Item 14. Principal Accounting Fees and Services	103
PART IV
Item 15. Exhibits, Financial Statement Schedules	103
SIGNATURES	104
EX-10.5
EX-10.7
EX-10.8
EX-10.9
EX-10.14
EX-10.16
EX-10.18
EX-10.22
EX-10.24
EX-10.27
EX-10.28
EX-10.31
EX-10.32
EX-10.33
EX-10.34
EX-21
EX-23
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART I

ITEM 1. BUSINESS

General

          Cash America International, Inc. (the “Company”) provides pawn loans, short-term cash advances, check cashing services and other specialty financial services to individuals. The Company also sells merchandise in its pawnshops, primarily personal property that has been forfeited in connection with its pawn lending operations.

          The Company was incorporated in 1984 to engage in the business of owning and operating pawnshops. Since its formation, the Company has significantly broadened the scale and geographic scope of its pawn operations so that, as of December 31, 2008, it was the nation’s largest provider of pawn loans and, it believes, is the largest operator of pawnshops in the world. The Company also has expanded its financial services offerings by offering cash advances and other specialty financial services.

          As of December 31, 2008, the Company operated 501 pawnshops in 22 states throughout the United States (including 15 pawnshops that are franchises). Most of the Company’s pawnshops located in the U.S. operate under the “Cash America” trade name; 43 pawnshops (located in Arizona, California, Nevada and Washington) operate under the “SuperPawn” trade name. In addition, the Company is the majority owner of the company operating pawn shops under the name of “Prenda Fácil”, which, as of December 31, 2008, included 112 pawn lending locations in central and southern Mexico.

          The Company offers unsecured cash advances through 431 of its pawnshops, in 74 standalone Cash America Payday Advance locations, in 174 locations operated by its wholly-owned subsidiary Cashland Financial Services, Inc. under the “Cashland” trade name, and, since September 2006, over the internet under the trade name “CashNetUSA” at www.cashnetusa.com in the United States. In July 2007, the Company began offering short-term unsecured loans to customers who reside throughout the United Kingdom through its internet platform under the trade name “QuickQuid” at www.quickquid.co.uk.

          Through its wholly-owned subsidiary Mr. Payroll Corporation (“Mr. Payroll”), the Company offers check cashing services through 128 franchised and five company-owned check cashing centers.  Many of the Company’s pawn and cash advance locations also offer check cashing services and other retail financial services such as stored-value cards, money orders and money transfers.

          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.

          Since its inception, the Company has grown by acquiring existing pawnshops and establishing new ones in locations that can benefit from its centralized management and standardized operations. The Company has pursued a similar strategy for acquiring and establishing cash advance locations since 2003. With both pawnshops and cash advance locations, the Company seeks to increase its share of the consumer loan business and concentrate multiple lending locations in regional and local markets in order to expand market penetration, enhance name recognition and reinforce marketing programs. The Company intends to continue this strategy for acquiring and establishing new lending locations oriented to pawn lending locations, and intends to offer new products and services at its physical lending locations in order to meet the growing financial services needs of its customers.

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          The Company began offering cash advances online with its acquisition of CashNetUSA in September 2006. The Company is also actively pursuing strategies to increase and enhance its online presence, including the entrance of various international markets, the use of joint cooperative marketing agreements to reach additional customers and the introduction of longer term installment loan products with the goal of becoming the premier online direct provider of short term loans. The Company also intends to offer new products and services that complement its specialty financial services and to meet the growing financial services needs of its customers both at its physical lending locations and online.

          Recent Developments.

Prenda Fácil Acquisition. On December 16, 2008, the Company acquired 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”), which, as of December 31, 2008, operates a chain of 112 pawnshops in Mexico under the name “Prenda Fácil.”   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.  The Company is operating the Prenda Fácil pawnshops through its Retail Services Division, and is including the activities of Prenda Fácil in the results of its pawn lending segment.

          Primary Innovations Acquisition. 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 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 approximately $0.3 million related to transaction costs. The Company also agreed to 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. Substantially all of these supplemental payments will be accounted for as goodwill. The first supplemental payment is due in April 2009, and, under the terms of the purchase agreement, shall not be less than $2.7 million. The activities of PI are included in the results of the Company’s cash advance segment.

          Regulatory Developments. During the second quarter, the Company announced the potential closure of up to 139 cash advance locations in Ohio due to legislation adopted by the Ohio legislature in May 2008 that made changes to the statutes governing the Ohio cash advance product. In June 2008, the Governor of Ohio signed the new legislation into law. This new law capped the annual percentage rate, as defined in the statute (“APR”), on payday loans in Ohio at 28%, which significantly reduced the revenue and profitability of that product in Ohio, effectively eliminating the Company’s ability to offer that particular product in Ohio. Upon the new law becoming 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 loans governed by the Ohio Second Mortgage Loan statute, and most of the remaining Ohio Cashland locations also began offering gold buying services. The Company is closely evaluating the success and viability of such alternative products and services. 

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           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. 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. Accordingly, the Company agreed to stay its request for a preliminary injunction, and the Court scheduled a final injunction hearing for April 1, 2009. 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. The Company is actively pursuing its original claim and will vigorously defend the PDOB’s counterclaim, which the Company believes is without merit. The Company does not expect a final decision in this case prior to the summer of 2009. However, there can be no assurance as to the timing of the decision or the ultimate decision on the merits.

          Similarly, on September 5, 2008, the Minnesota Department of Commerce (the “Department”) announced a change in its governance of online cash advance products that could have caused a material change to the economics of the product offered in that state. On November 5, 2008, a trade association filed a petition against the Department seeking for the Department to cease the planned application of this new policy change due to the Department’s failure to comply with the requisite procedures for promulgating new rules. On November 26, 2008, the Minnesota Office of Administrative Hearings issued an order requiring the Department to cease enforcement of their September 5, 2008 policy change. The Department has not taken any further action on this matter as of the date of this report.

          The Company’s principal executive offices are located at 1600 West 7^th Street, Fort Worth, Texas 76102-2599, and its telephone number is (817) 335-1100. As used in this report, the term “Company” includes Cash America International, Inc. and its subsidiaries, unless the context otherwise requires.

          Access to Reports. Through its home page at www.cashamerica.com, the Company provides free access to its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after such reports are electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”).

          These reports may also be read and copied at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549, or at the SEC website at www.sec.gov. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

Pawn Lending and Merchandise Disposition Activities

          Pawnshops are convenient sources of consumer loans. They also sell previously-owned merchandise acquired from customers who do not redeem their pawned goods or purchased directly from customers. A pawnshop may also sell items purchased from third-party vendors.

          Lending. When receiving a pawn loan from the Company, a customer pledges personal property to the Company as security for the loan. The Company delivers a pawn transaction agreement, commonly referred to as a pawn ticket, to the customer, along with the proceeds of the loan. If the customer does not repay the loan or redeem the property, the customer forfeits the property to the Company, and the Company sells the property.

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          The Company relies on the disposition of pawned property to recover the principal amount of an unpaid pawn loan, plus a yield on the investment. It does not have recourse against the customer for the loan. As a result, the customer’s creditworthiness is not a factor in the loan decision, and a decision not to redeem pawned property does not affect the customer’s personal credit status. Goods pledged to secure pawn loans are generally tangible personal property such as jewelry, tools, televisions and stereos, musical instruments, firearms, and other miscellaneous items. (Pawn transactions can also take the form of a “buy-sell agreement” involving the actual sale of the property by the customer to the pawnshop with the customer retaining an option to repurchase the property. Pledge and buy-sell transactions are referred to throughout this report as “pawn loans.”)

          The Company contracts for a finance and service charge to compensate it for the use of the funds loaned and to cover direct operating expenses related to the transaction. The finance and service charge is typically calculated as a percentage of the pawn loan amount based on the size and duration of the transaction, in a manner similar to which interest is charged on a bank loan, and generally ranges from 12% to 300% annually, as permitted by applicable state pawnshop laws. These finance and service charges contributed approximately 17.9% of the Company’s total revenue in 2008, 17.3% in 2007 and 21.5% in 2006. The amounts of these charges are disclosed to the customer on the pawn ticket.

          The pawn ticket also sets forth, among other items: the name and address of the pawnshop and the customer; the customer’s identification number from his or her driver’s license or other approved identification; the loan date; the identification and description of the pledged goods, including applicable serial numbers; the amount financed; the maturity date; the total amount that must be paid to redeem the pledged goods on the maturity date; and the annual percentage rate.

          The Company sets the amount of a pawn loan generally as a percentage of the pledged personal property’s estimated disposition value. The Company relies on many sources to determine the estimated disposition value, including its proprietary automated product valuation system, catalogs, “blue books,” newspapers, internet research and its (or its employees’) experience in disposing of similar items of merchandise in particular pawnshops. The Company does not use a standard or mandated percentage of estimated disposition value in determining the loan amount. Instead, its employees may set the percentage for a particular item and determine whether the item’s disposition, if it is forfeited to the pawnshop, would yield a profit margin consistent with the Company’s historical experience with similar items. The Company holds the pledged property through the term of the loan, which, unless earlier repaid, renewed or extended, is generally one month plus an additional period (typically 30-60 days) for the customer to redeem his merchandise by paying off the loan and all accrued charges. A majority of the Company’s pawn loans are either paid in full with accrued finance and service charges or are renewed or extended by the customer’s payment of accrued finance and service charges. If a customer does not repay, renew or extend his loan, the unredeemed collateral is forfeited to the Company and becomes merchandise available for disposition through the Company’s pawnshops, wholesale sources, internet sales or through a major gold bullion bank. The Company does not record pawn loan losses or charge-offs because the amount advanced becomes the carrying cost of the forfeited collateral that is to be recovered through the merchandise disposition function described below.

          With regard to the Company’s foreign pawn operations, the principal form of collateral accepted by the Company is gold jewelry. The amount that the pawnshop is willing to finance in a pledge of gold jewelry is typically based on a fixed amount per gram of the gold content of the pledged property. Similar to domestic operations, fluctuations in gold prices historically have affected the amount that the pawnshop is willing to lend against an item. A sustained increase or decrease in the market price of gold can cause a related increase or decrease in the amount of the pawnshop’s loan portfolio and related finance and service charge revenue. Pawn loans at the Company’s Mexico operations are generally made for a term of four weeks, with charges of approximately 12% per month. The collateral is held through the term of the loan, and, in the event that the loan is not repaid or renewed on or before maturity, the unredeemed collateral is disposed of on behalf of the customer in satisfaction of all fees and charges and to repay the principal

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amount loaned. If the amounts received upon disposition of forfeited collateral are in excess of the principal amount of the loan, all accrued fees and charges and disposition expenses, the excess is held by the Company subject to being reclaimed by the borrower for a period of time, generally 6 months.

          For domestic and foreign pawn operations, the recovery of the amount advanced and the realization of a profit on the disposition of merchandise depends on the Company’s initial assessment of the property’s estimated disposition value when the pawn loan is made. While the Company has historically realized profits when disposing of merchandise, the improper assessment of the disposition value could result in the disposition of the merchandise for an amount less than the loan amount. For 2008, 2007 and 2006, the Company experienced profit margins on disposition of merchandise of 36.6%, 37.8% and 38.7%, respectively. Changes in gold prices generally will also increase or decrease the disposition value of jewelry items acquired in pawn transactions and could enhance or adversely affect the Company’s profit or recovery of the carrying cost of the acquired collateral.

          At December 31, 2008, the Company had approximately 1.4 million outstanding pawn loans (including 1.2 million domestic and 0.2 million foreign) totaling $168.7 million, ($152.1 million domestic and $16.7 million foreign) with an average of approximately $120 per loan outstanding ($125 domestic and $90 foreign).

          Presented below is information with respect to pawn loans made, acquired, and forfeited for the U.S and foreign pawn lending operations for the years ended December 31, 2008, 2007 and 2006. The foreign loan activity is for the 14 days in 2008 following the closing of the transaction and has an insignificant effect on the amounts shown below as loans made, repaid, renewed or forfeited (dollars in thousands):

	2008			2007			2006
Loans made, including loans renewed	$	594,815		$	514,797		$	474,046
Loans acquired		18,497			607			4,365
Loans repaid		(247,332	)		(218,920	)		(210,177	)
Loans renewed		(99,178	)		(79,751	)		(78,942	)
Loans forfeited for disposition		(234,605	)		(206,798	)		(177,188	)
Effect of exchange rate translation		(769	)		—			—
Net increase in pawn loans outstanding	$	31,428		$	9,935		$	12,104

          Merchandise Disposition Activities. The Company sells merchandise that pawn customers forfeit when they do not repay or renew their pawn loans. The Company sells most of this merchandise at its pawnshops, but also disposes of some items through wholesale sources, over the internet, or, in the case of some gold jewelry, through a major gold bullion bank. Its pawnshops also sell used goods purchased from the general public and some new merchandise, principally accessory merchandise that complements and enhances the marketability of items such as tools, consumer electronics and jewelry. For the year ended December 31, 2008, $306.7 million of merchandise was added to merchandise held for disposition, of which $234.6 million was from loans not repaid, $72.1 million was purchased from customers and vendors, and $44,000 was added through acquisitions of pawnshops. Proceeds from disposition of merchandise contributed 45.2% of the Company’s total revenue in 2008, 42.7% in 2007 and 48.1% in 2007.

          While the Company offers refunds and exchanges for certain merchandise items, it does not provide its customers with express warranties on used merchandise; however, the Company offers customers a 30-day satisfaction guarantee, whereby customers can return merchandise and receive a full refund, a replacement item of comparable value or store credit. Customers may purchase merchandise on a layaway plan under which the customer makes an initial cash deposit representing a small portion of the disposition price and pays the balance in regularly scheduled, non-interest bearing payments. The Company segregates the layaway item and holds it until the customer has paid the full disposition price. If the customer fails to make a required payment, the item is placed with the other merchandise held for disposition. At December 31, 2008, the Company held approximately $8.8 million in customer layaway deposits.

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          The Company provides an allowance for valuation and shrinkage of its merchandise. The amount of this allowance is based on management’s evaluation of factors such as historical shrinkage and the quantity, composition and age of merchandise on hand. At December 31, 2008, total pawn operations merchandise on hand was $109.5 million, after deducting an allowance for valuation and shrinkage of merchandise of $0.7 million.

Cash Advance Activities

          The Company’s cash advance products are generally offered as single payment cash advance loans. These loans generally have a loan term of seven to 45 days and are generally payable on the customer’s next payday.  The Company originates cash advances in some of its locations and arranges for customers to obtain cash advances from independent third-party lenders in others.  The Company also offers cash advances over the internet under the name CashNetUSA in the United States and under the name QuickQuid in the United Kingdom.

          In a typical cash advance transaction, a customer executes a promissory note or other repayment agreement generally supported by that customer’s personal check or authorization to debit the customer’s checking account via an Automated Clearing House (“ACH”) transaction.  Customers may repay the amount due from the cash advance either with cash, by allowing their check to be presented for collection, or by allowing their checking account to be debited via an ACH transaction.  Collection activities are an important aspect of the cash advance product offering due to the high incidence of unpaid balances beyond stated terms.  The Company operates centralized collection centers to coordinate a consistent approach to customer service and collections.

          The Company provides services in connection with single payment cash advances originated by independent third-party lenders, whereby the Company acts 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. To assist the customer in obtaining a loan through the CSO program, the Company also, as part of the credit services it provides to the customer, guarantees, on behalf of the customer, the customer’s payment obligations to the third-party lender under the loan. A customer who obtains a loan through the CSO program pays the Company a fee for the credit services, including the guaranty, and enters into a contract with the Company governing the credit services arrangement. Losses on cash advances acquired by the Company as a result of its guaranty obligations are the responsibility of the Company. As of December 31, 2008, the CSO program was offered in Texas and Maryland. 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.

          The Company offers short-term unsecured cash advances in many of its pawnshops, in standalone Cash America Payday Advance and Cashland locations, and, since its acquisition of CashNetUSA in September 2006, over the internet.   As of December 31, 2008, a cash advance product was available in 679 total locations, including 431 pawnshop locations and 248 standalone cash advance locations, and the internet lending operations had cash advances outstanding in 33 states and in the United Kingdom.  Cash advance products offered under the CSO program were available at 249 locations and through the CashNetUSA website. 

          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 made available by the bank 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 generated by the third-party lending bank, as well as marketing, processing and other miscellaneous fee income generated from its card services business as cash advance fees.

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          Although cash advance transactions may take the form of loans or deferred check deposit transactions, this report refers to cash advances originated both by the Company and by third-party lenders under the CSO program and the Processing Program as “cash advances” for convenience.  Cash advance fees earned by the Company contributed approximately 35.4% of the Company’s total revenue in 2008, 38.2% in 2007 and 28.1% in 2006.

          If the Company collects a delinquent amount that exceeds the amount it has acquired as a result of its guaranty to third-party lenders, the Company is entitled to the excess when collected.  Since the Company may not succeed in collecting all of its delinquent accounts, it records an accrual for amounts estimated to be adequate to absorb credit losses from cash advances in the aggregate cash advance portfolio, including those it expects to acquire as a result of its guaranty obligations.  As of December 31, 2008, $140.5 million of combined gross cash advances was outstanding, including $35.2 million owned by the third-party lenders that is not included in the Company’s consolidated balance sheets.  An allowance for losses of $21.5 million has been provided in the consolidated financial statements.  The Company also provided accrued losses for third-party owned portfolios of $2.1 million at December 31, 2008, which is included in “Accounts payable and accrued expenses” in the accompanying consolidated balance sheet.  See Item 8. Financial Statements and Supplementary Data, Note 4 of “Notes to Consolidated Financial Statements.”

          Presented below is information with respect to the cash advance product for the years ended December 31, 2008, 2007 and 2006:

	2008		2007		2006
Locations offering cash advances at end of year		679		735		720
On behalf of the Company		430		416		406
On behalf of the third-party lenders		249		319		314
Amount of cash advances written (in thousands)	$	2,076,575	$	2,024,927	$	1,177,763
On behalf of the Company	$	1,373,642	$	1,370,167	$	817,186
On behalf of the third-party lenders	$	702,933	$	654,760	$	360,577
Amount of cash advances assigned by the third-party lenders (in thousands)	$	114,877	$	93,611	$	33,760
Average cash advance amount written	$	433	$	413	$	381
Number of foreign countries with online lending at end of period		1		1		—

Check Cashing and Other Services

          The Company provides check cashing and other financial services through its Mr. Payroll and Cashland subsidiaries and through many of its pawnshop and payday advance locations. Other financial services include the sale of stored-value cards, money orders and money transfers, among others. As of December 31, 2008, Mr. Payroll’s operations consisted of 128 franchised and five company-owned check cashing centers in 16 states. Each Mr. Payroll franchisee pays royalties to Mr. Payroll based on the gross revenues of check cashing services provided within the franchisee’s facility. Cashland provides check cashing in all 174 of its cash advance locations. Aggregate check cashing fees, royalties and other income were 1.5% of the Company’s total revenue in 2008, 1.8% in 2007, and 2.3% in 2006.

Financial Information on Segments and Areas

          Additional financial information regarding the Company’s revenues and assets by each of its three operating segments is provided in Note 17 of “Notes to Consolidated Financial Statements.”

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Operations

          The Company’s domestic operations are organized into two divisions: the Retail Services Division, which operates all of the physical lending locations and the Internet Services Division, which operates the Company’s online lending activities. Each Division is headed by a Division President who reports to the Chief Executive Officer. The Company’s administrative functions are coordinated by nine Senior Vice Presidents and 24 Vice Presidents of various departments located at the Company’s Field Support Center in Fort Worth, Texas and in its home office for the Internet Services Division in Chicago, Illinois. The Company also has five Region Vice Presidents responsible for overseeing geographical operating regions in the Company’s Retail Services Division. A leadership management team comprised of the Chief Executive Officer, the President of the Retail Services Division, the President of the Internet Services Division, the Chief Financial Officer and the General Counsel of the Company is responsible for establishing and maintaining the strategic direction of the Company, including assessment of activities related to corporate goals and objectives. The Company’s foreign operations are managed by an advisory board of six directors.

          Retail Services – Unit Management. The President of the Retail Services Division oversees the operations of all of the Company’s location-based pawn and cash advance lending operations in both the pawn lending segment and the cash advance segment. Each pawn and cash advance lending location has a unit manager who is responsible for supervising its personnel and assuring that it is managed in accordance with Company guidelines, policies and procedures. Each unit manager reports to a Market Manager, who typically oversees approximately ten unit managers. This operating division consists of five geographic operating regions, each of which is managed by a Region Vice President. Each Market Manager reports to one of the Company’s 11 Regional Operations Directors, and the Regional Operations Directors each report to a Region Vice President.

          International Pawn Activities. Prenda Fácil is a chain of pawnshops located throughout central and southern Mexico in which the Company has a majority ownership. The business is primarily managed by its two senior executive officers who collectively own the remaining 20% of Prenda Fácil not acquired by the Company. The management team is segmented into six geographic regions managed by Operations Directors. Each geographic region has between 15 and 30 locations. Within the regions there are market managers with direct store management responsibilities of between five and ten locations. The Prenda Fácil management team reports to a six member advisory board comprised of the two senior executives who collectively own 20% of Prenda Fácil, as well as the Company’s Chief Executive Officer, the President of the Retail Services Division, the Chief Financial Officer and one of the Company’s Region Vice Presidents.

          Internet Services. CashNetUSA is managed by the President of the Internet Services Division. The management team consists of two Senior Vice Presidents and five Vice Presidents responsible for different areas of CashNetUSA’s operations. All of these officers except one Vice President report directly to the President of the Internet Services Division. The President of the Internet Services Division is also responsible for overseeing and managing the business of Primary Innovations, LLC, the Company’s stored-value card based business.

          Trade Names. The Company operates its locations under the trade names “Cash America,” “Payday Advance,” “Cashland,” “Mr. Payroll,” “SuperPawn,” “CashNetUSA”, “QuickQuid” and “Prenda Fácil.” The Company’s marks “Cash America,” “Cashland,” “SuperPawn,” “Cash When It Counts,” “CashNetUSA” and “Mr. Payroll” are registered with the United States Patent and Trademark Office. The mark “Prenda Fácil” is registered with the Mexican Industrial Property Institute.

          Personnel. At December 31, 2008, the Company employed 5,587 persons in its operations, of whom 618 were in executive and administrative functions. In addition, a third-party, Huminal, S.A. de C.V., a Mexican sociedad anónima de capital variable (“Huminal”), employs 416 persons who provide full-time services to Prenda Fácil, a chain of pawnshops in which the Company has a majority interest.

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          Training. The Company provides extensive training to its store employees through training programs that are tailored to both pawn and cash advance lending locations, and combine classroom instruction, video and online presentations, and on-the-job training. A new employee is introduced to the business through an orientation program and through training programs covering job-appropriate topics such as pawn lending, cash advances, layaways, merchandising, collections, anti-money laundering, compliance, and general administration of unit operations.  The experienced store employee receives additional training and an introduction to the fundamentals of management to acquire the skills necessary to move into management positions within the organization.  Manager training involves a program that includes additional management principles and more extensive training in topics such as income maximization, recruitment, merchandise control, and cost efficiency. 

Future Expansion

          The Company has expanded both by acquiring existing pawnshops and cash advance locations (collectively referred to as “lending locations”) from others and by establishing new start-up locations. The Company intends to continue to increase the number of lending locations oriented more specifically to pawn lending locations. Its business strategy is to continue expanding its lending business within its existing geographic markets and into other markets that meet its risk/reward considerations. Management believes that such expansion will continue to provide economies of scale in supervision, purchasing, administration and marketing by decreasing the overall average cost of such functions per unit owned. By concentrating multiple lending units in regional and local markets, the Company seeks to expand market penetration, enhance name recognition and reinforce marketing programs.

          Since acquiring CashNetUSA, the Company is also actively exploring strategies to increase and enhance its online presence, with the goal of becoming the premier online cash advance provider. The Company continues to evaluate new markets in which to establish its online presence, similar to its entry into the United Kingdom during 2007. The Company also recently began testing an online installment loan product in the States of New Mexico and Illinois. The Company intends to continue evaluating and offering new products and services that complement its specialty financial services both at its physical lending locations and online in order to meet the growing financial services needs of its customers.

          When considering acquiring an existing lending location, the Company evaluates the annual volume of loan transactions at that location, the carrying cost of merchandise, outstanding loan balances and lease terms of the facility or, if it is to be purchased, the facility’s fair market value. When considering the startup of a new lending location, the Company evaluates the location of the prospective site, whether conditions in the surrounding community indicate a sufficient level of potential customers, and whether a suitable facility is available on acceptable terms.

          A new pawnshop can be ready for business within four to six weeks and a new cash advance location can be ready within two to four weeks after the Company has leased or acquired a suitable location and obtained a license. The finish-out of a new location includes the completion of counters, installation of vaults and a security system and, for pawnshop locations, the transfer of merchandise from other locations. The approximate start-up costs, which consist of the investment in property and equipment, for recently established pawnshops have ranged from $385,000 to $410,000, with an average estimated cost per location of approximately $400,000 in 2008. The costs associated with start-up pawnshops in Mexico are estimated to be between $30,000 and $50,000 per shop at current exchange rates. The costs for start-up shops in Mexico are less than domestic start-up costs primarily due to the smaller size of the Mexico pawnshops and lower labor costs. These start-up amounts do not include merchandise transferred from other locations, funds to advance on pawn loans and cash advances or operating expenses. The start-up costs for recently established cash advance locations have ranged from $75,000 to $150,000. The Company currently has no intention to actively pursue additions of cash advance locations.

          The Company’s expansion program is subject to numerous unpredictable factors, such as the availability of attractive acquisition candidates or sites on suitable terms, market conditions in the pawn or

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cash advance business, general economic conditions and other factors described in Item 1A – “Risk Factors” of this report. Among the primary factors that could affect the Company’s future planned expansion are:

• Statutory Requirements. The Company’s ability to add start-up locations depends on the Company’s ability to obtain all necessary licenses required to open. In addition, the current statutory and regulatory environment of some states renders expansion into those states impractical. See “Business – Regulation.”

• Availability of Real Estate. The Company’s ability to add start-up locations is subject to locating satisfactory real estate sites on terms and conditions acceptable to the Company. Factors that could limit the availability of acceptable real estate sites could include changes in general economic conditions, increases in real estate values or market rents, increases in competition for suitable real estate, changing demographics in surrounding areas, restrictive zoning or sign ordinances, limited visibility or accessibility to public streets, and excessive finish-out costs, among other factors.

• Competition. Several competing pawnshop and cash advance companies are also pursuing expansion and acquisition programs. A number of smaller companies and private equity firms have also entered the market. While the Company believes that it is the largest pawnshop operator in the United States, and one of the largest cash advance operators, there can be no assurance that it will be more successful than its competitors in pursuing acquisition opportunities and securing attractive start-up locations. Increased competition could also increase prices for attractive acquisition candidates, and could also adversely affect the performance of potential acquisition targets.

• Availability of Qualified Unit Management Personnel. The Company’s ability to expand may also be limited by the availability of qualified unit management personnel. While the Company seeks to train its existing personnel to enable those capable to assume management positions, there can be no assurance that sufficient qualified personnel will be available to satisfy the Company’s needs with respect to its planned expansion.

• Capital Requirements. In some states, the Company is required by law to maintain a minimum amount of certain unencumbered net assets per licensed location. The Company’s expansion plans will therefore be limited in these states to the extent the Company is able to maintain these required levels of unencumbered net assets. At present, these requirements do not limit the Company’s growth opportunities.

Competition

          While pawnbroking is a time-honored industry, the pawnshop industry in the United States remains very fragmented, with approximately 10,000 to 15,000 stores nationwide. Most pawnshops are owned by independent operators. The three largest publicly traded pawnshop companies operate approximately 1,000 total pawnshops in the United States. Management continues to believe that the Company can achieve economies of scale and increased operating efficiencies by increasing the number of stores under operation and utilizing modern point-of-sale systems and proven operating methods.

          While the cash advance industry has grown at a rapid rate in the past several years, its growth has begun to moderate.  Management believes that the principal competitive factors in the cash advance industry are location, customer service, and convenience.  In addition, the Company competes with financial institutions, such as banks and consumer finance companies, which generally lend on an unsecured as well as a secured basis. Other lenders may and do lend money on terms more favorable than those offered by the Company.  According to the Community Financial Services Association’s web site, industry analysts estimate that there are more than 22,000 cash advance locations across the United States.  Management believes that opportunities for growth are limited at the storefront level and has elected to

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concentrate its efforts on the online distribution platform for growth in its cash advance business. While management believes that the Company is a major provider in the distribution of the cash advance product via the internet, it is difficult to determine exactly how much of the market it provides since all other providers are privately held.

          The pawnshop industry in Mexico is substantially less developed, as compared to the United States and the industry is fragmented, but less so than in the United States. According to a recent survey by governmental agencies in Mexico, 57% of Mexico City inhabitants reported using pawn shop services at least once during 2007.  This high incidence of use has promoted significant growth in the number of pawnshops servicing Mexico over the last four years, from approximately 1,850 in 2004 to 4,500 in 2008.  These locations are owned by independent operators and chains, including some owned by not-for-profit organizations.  A large percentage of the population in Mexico is unbanked or underbanked and has limited access to consumer credit. The pawn industry is in more of an expansion stage in Mexico than in the United States.  The Company anticipates significant opportunity for expansion in Mexico due to the large potential consumer base and limited competition in the country. 

Regulation

          The Company’s operations are subject to extensive regulation, supervision and licensing under various federal, state and local statutes, ordinances and regulations. (For a geographic breakdown of operating locations, see “Properties.”)

          Pawnshop Regulations

          The Company’s pawnshops are regulated by the states in which they are located, and generally must be licensed by the state. The statutes and regulations applicable to pawnshops vary from state to state. In general, however, these statutes and regulations establish licensing requirements for pawnbrokers and pawnshops and regulate various aspects of the pawn loan, such as the service charges and interest rates that a pawnshop may charge, the maximum amount of a pawn loan, the minimum and/or maximum term of a pawn loan, the content and format of the pawn ticket, and the length of time after a loan default that a pawnshop must hold a pawned item before disposing of it. Some states require that pawn borrowers be notified before their pawned items can be offered for sale. Failure to observe a state’s legal requirements for pawnbroking could result, among other things, in a loss of pawn licenses in that state, the imposition of fines or refunds, and other civil and/or criminal penalties. The Company must also comply with the various disclosure requirements under the Federal Truth in Lending Act (and Federal Reserve Regulation Z under that Act) in connection with disclosing the interest, fees, total payments and annual percentage rate related to each pawn loan transaction. Additional federal regulations governing pawn operations are described in “Other Regulations Affecting Lending Operations” below. Individual states and municipalities also regulate numerous other aspects of pawnshops’ operations.

          Many of the Company’s pawnshops are also subject to municipal ordinances that may require, for example, local licenses or permits and specified recordkeeping procedures, among other things. Most of the Company’s pawnshops voluntarily, or pursuant to applicable laws, provide to a law enforcement department having jurisdiction daily information on all transactions involving pawn loans and over-the-counter purchases. These information reports are designed to provide local law enforcement with a detailed description of the goods involved, including serial numbers (if any) and the name and address of the owner obtained from a valid identification card. This information is provided to local law enforcement agencies for processing to determine conflicting claims of rightful ownership. The Company also voluntarily participates with other pawn lenders to provide similar information to a national database available to law enforcement in multiple jurisdictions. Goods held to secure pawn loans or goods purchased that are determined to belong to an owner other than the borrower or seller are subject to recovery by the rightful owner. However, the Company historically has not experienced a material number of claims of this nature, and the claims experienced have not had a material adverse effect on the Company’s results of operations.

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          Each pawnshop that handles firearms must comply with the Brady Handgun Violence Prevention Act (the “Brady Act”). The Brady Act requires that federally licensed firearms dealers conduct a background check in connection with any disposition of handguns. In addition, the Company must comply with the regulations of the U.S. Department of Justice–Bureau of Alcohol, Tobacco and Firearms that require each pawnshop dealing in guns to maintain a permanent written record of all receipts and dispositions of firearms.

          Mexico law provides for administrative regulation of pawnshops such as the Prenda Fácil shops, which are organized as Multiple Purpose Financial Entities (Sociedades Financieras de Objeto Múltiple or “SOFOMS”). SOFOMS are subject to regulation by the National Commission for the Protection and Defense of Financial Services Users (“CONDUSEF”). CONDUSEF regulates the form of pawn loan contracts, consumer disclosures and certain operating procedures of SOFOMS with such regulations pertaining primarily to adequate disclosure of the terms of borrowing. Neither CONDUSEF nor the federal statute imposes interest rate caps on pawn loans. The pawn industry is subject to various regulations in the areas of tax compliance, customs, consumer protection and employment matters, among others, by various federal, state and local governmental agencies. Additionally, certain states have pawn statutes that require pawnshops to be licensed and regulate certain aspects of a pawn operation such as rate, pawn tickets and other terms of the pawn transaction. Generally, federal regulations are intended to control over the state statutes with respect to the pawn operations of SOFOMS.

          Cash Advance Regulations

          The Company offers cash advance products in most of its U.S. pawnshops, in all of its cash advance locations and over the internet.  Each state in which the Company originates cash advance products, including cash advances made online, has specific laws dealing with the conduct of this business.  The same regulations generally apply to cash advances made both in physical lending locations and online.  These laws and regulations typically restrict the amount of finance and service charges that may be assessed and limit the customer’s ability to renew or extend these cash advances.  In many instances, the regulations also limit the aggregate amount that a provider may advance (and, in some cases, the number of cash advances the provider may make) to any one customer at one time.  Cash advance lenders typically must be licensed by the state licensing authority in order to offer the cash advance product in that state.  Some states require cash advance lenders to report their customers’ cash advance activities to a state-wide database, and such lenders are generally restricted from making cash advance loans to customers who may have a certain amount of cash advances outstanding with other lenders.  Failure to observe a state’s legal requirements for cash advance lending could result, among other things, in a loss of cash advance licenses in that state, the imposition of fines or customer refunds, and other civil and/or criminal penalties. The Company must also comply with the various disclosure requirements under the Federal Truth in Lending Act (and Federal Reserve Regulation Z under that Act) in connection with disclosing the interest, fees, total payments and annual percentage rate related to each cash advance transaction.  The cash advance business is also subject to various laws, rules and guidelines relating to the procedures and disclosures needed for debiting a debtor’s checking account for amounts due via an ACH transaction.  Additionally the Company must comply with the Federal Fair Debt Collection Practices Act and similar state collection practices laws with respect to its collection activities related to cash advances.  Furthermore, with respect to online cash advances, the Company is subject to various state and federal e-signature rules mandating that certain disclosures be made and certain steps be followed in order to obtain and authenticate e-signatures. Additional federal regulations governing cash advance businesses are described in “Other Regulations Affecting Lending Operations” below.

          As of December 31, 2008, the Company made available cash advance products offered by third-party lenders in 249 of its 734 locations. Certain states require that the Company be registered or licensed under state law in order to perform the administrative services that it performs for the third-party lenders. The Company began offering the CSO program in Texas, Michigan and Florida in July 2005. The Company discontinued the CSO program in Michigan in February 2007 and in Florida in July 2008, and has

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since offered only cash advances underwritten by the Company to customers in those states. In January of 2008, the Company began offering a CSO program in the state of Maryland through its online platform.

          Over recent years, regulators and legislators have increasingly scrutinized the regulatory environment in which the cash advance business operates, often focusing on creating additional regulatory restrictions for the cash advance industry. For example, during 2008, the Ohio legislature enacted a statute that limits the fees and interest that may be charged in connection with cash advances, and significantly reduces the revenue on the loans and the economics of offering the product profitably. The Company expects that similar legislation or regulation that might later be introduced federally or in some state legislatures could, if enacted, further limit or eliminate the availability of the cash advance product in some or all states, despite the significant demand for it. While the Company, along with other leaders of the cash advance industry, opposes such overly restrictive regulation and legislation, it is possible that some combination of federal and state regulation and legislation could be enacted that could restrict or eliminate the availability of cash advance products in some or all of the states in which the Company offers the cash advance product.

     In addition to the federal, state and local regulatory requirements applicable to cash advance products, the Company, as a leading member of the Community Financial Services Association of America (the “CFSA”), also adheres to the guidelines for responsible lending promulgated by the CFSA.  The CFSA is a national association of responsible lenders that encourages responsible industry practices and promotes cash advance legislation and regulation to provide cash advance customers with substantive consumer protections while preserving their access to short-term credit options. The CFSA requires its members to follow the CFSA’s guidelines for responsible lending, to promote responsible lending practices in the cash advance industry, and to ensure that customers have complete information about their loan and are treated fairly and in compliance with the laws applicable to their loan.  Among other things, the guidelines developed by the CFSA include:

• Fully disclosing the terms of each loan,  including prominent disclosure of the annual percentage rate, as required by the Federal Truth in Lending Act and applicable state laws;

• Providing customers who are unable to repay a loan according to its original terms an opportunity, at least once in a 12-month period, to repay the loan in installments over an extended period at no extra cost;

• Limiting the number of times a customer can extend an outstanding advance to not more than four times, and only if such extensions are allowed under applicable state law;

• Requiring that any rates or fees charged are permitted by state or federal law;

• Providing customers the right to rescind any cash advance transaction on or before the close of the following business day without incurring any charges on the loan;

• Promoting responsible use of cash advances and informing customers of the intended use of the cash advance service, so that they understand which uses of this short-term loan product are appropriate; and

• Collecting past due amounts in a professional, fair and lawful manner, and in accordance with the collection limitations contained in the Fair Debt Collection Practices Act and applicable state laws.

          Check Cashing Regulations

          The Company offers check cashing services at its Mr. Payroll branded check cashing facilities and at many of its pawnshops and cash advance locations. Some states require check cashing companies to meet minimum bonding or capital requirements and to comply with record-keeping requirements. Some states require check cashers to be licensed and the Company maintains licenses in states where it cashes checks and that require check cashing licenses.  Additionally, some states have adopted ceilings on check cashing fees, which are in excess of or equal to the fees charged by the Company. Failure to observe a state’s legal requirements for check cashing could result, among other things, in a loss of the check cashing license in that state, the imposition of fines or customer refunds, and other civil and/or criminal penalties. In addition to state regulations applicable to check cashing companies, the Company’s check cashing activities also

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must comply with applicable federal regulations. The principal federal regulations governing check cashing operations include the Bank Secrecy Act, the USA PATRIOT Act and the Gramm-Leach-Bliley Act, each of which are described in “Other Regulations Affecting Lending Operations” below.

Other Regulations Affecting Lending Operations

          Under the federal Gramm-Leach-Bliley Act and its underlying regulations as well as under various state laws and regulations relating to privacy and data security, the Company must disclose to its customers its privacy policy and practices, including those relating to the sharing of customers’ nonpublic personal information with third parties. This disclosure must be made to customers when the customer relationship is established and, in some cases, at least annually thereafter. These regulations also require the Company to ensure that its systems are designed to protect the confidentiality of customers’ nonpublic personal information and many of these regulations dictate certain actions the Company must take to notify consumers if their personal information is disclosed in an unauthorized manner.

          The federal Equal Credit Opportunity Act (“ECOA”) prohibits discrimination against any credit applicant on the basis of any protected category, such as race, color, religion, national origin, sex, marital status, or age, and requires the Company to notify credit applicants of any action taken on the individual’s credit application. The Company must provide a loan applicant a Notice of Adverse Action (“NOAA”) when the Company denies an application for credit. The NOAA must inform the applicant of: the action taken regarding the credit application; a statement of the ECOA’s prohibition on discrimination; the name and address of both the creditor and the federal agency that monitors compliance with the ECOA; and the applicant’s right to learn the specific reasons for the denial of credit and the contact information for the parties the applicant can contact to obtain those reasons.

          Under the USA PATRIOT Act, the Company must maintain an anti-money laundering compliance program covering certain of its business activities. The program must include: (1) the development of internal policies, procedures, and controls; (2) designation of a compliance officer; (3) an ongoing employee training program; and (4) an independent audit function to test the program.

          Under the Bank Secrecy Act and regulations of the U.S. Department of the Treasury, the Company must report transactions occurring in a single day involving currency in an amount greater than $10,000, and also must retain records for five years for purchases of monetary instruments for cash in amounts from $3,000 to $10,000. In addition, multiple currency transactions must be treated as single transactions if the financial institution has knowledge that the transactions are by, or on behalf of, any person or entity and result in either cash in or cash out totaling more than $10,000 during any one day. In addition, federal regulations require the Company to report suspicious transactions involving at least $2,000 in a single day to the Financial Crimes Enforcement Network of the Treasury Department (“FinCen”). The regulations generally describe three classes of reportable suspicious transactions—one or more related transactions that the business knows, suspects, or has reason to suspect (1) involve funds derived from illegal activity or are intended to hide or disguise such funds, (2) are designed to evade the requirements of the Bank Secrecy Act, or (3) appear to serve no legitimate business or lawful purpose. Management believes that the Company’s point-of-sale system, transaction monitoring systems and employee-training programs permit it to effectively comply with the foregoing requirements.

          Certain subsidiaries of the Company are registered as money services businesses with the U.S. Treasury Department and must re-register with FinCen at least every two years. The Company must also maintain a list of names and addresses of, and other information about, the Company’s stores and must make that list available to any requesting law enforcement agency. The store list must be updated at least annually.

          Since October 2007, federal law caps the annual percentage rate that may be charged on loans made to active duty military personnel and their immediate families at 36%.  This 36% annual percentage rate cap applies to a variety of loan products, including cash advances, though it does not apply to pawn loans.  The

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Company does not have any loan products bearing an interest rate of 36% per annum or less, as the Company believes the losses and servicing costs associated with lending to the Company’s traditional customer base would exceed the revenue produced at that rate.  This new law did not have a material adverse effect on the Company’s financial condition or results of operations due to the relatively small number of cash advance loans extended to active duty military personnel and their immediate families. 

          Beginning in May 2009, the Federal Fair and Accurate Credit Transaction Act (“FACTA”) requires the Company to adopt written guidance and procedures for detecting, preventing, and responding appropriately to mitigate, identity theft and to adopt various coworker policies, procedures, and provide coworker training and materials, that address the importance of protecting non-public personal information and aid the Company in detecting and responding to suspicious activity, including suspicious activity which may suggest a possible identity theft red flag, as appropriate. The Company has adopted a Program for Identity Theft Detection, Prevention and Mitigation with plans to train and implement the program prior to May 2009.

          Casualty insurance, including burglary coverage, is maintained for each of the Company’s locations, and fidelity coverage is maintained on each of the Company’s employees.

          Management of the Company believes its operations are conducted in material compliance with all federal, state and local laws and ordinances applicable to its business.

          The Company’s franchising activities are subject to various federal and state regulations that, among other things, mandate disclosures to prospective franchisees and other requirements.

Executive Officers of the Registrant

          The Company elects its executive officers annually. The Company’s executive officers, and information about each, are listed below. There is no family relationship between any of the executive officers.

Name	Age		Position
Daniel R. Feehan		58	Chief Executive Officer and President
Timothy S. Ho		28	President – Internet Services Division
Dennis J. Weese		45	President – Retail Services Division
Thomas A. Bessant, Jr.		50	Executive Vice President – Chief Financial Officer
J. Curtis Linscott		43	Executive Vice President – General Counsel and Secretary

          Daniel R. Feehan has been Chief Executive Officer and President since February 2000. He served as the Company’s President and Chief Operating Officer from January 1990 until February 2000, except that he served as Chairman and Co-Chief Executive Officer of Mr. Payroll Corporation from February 1998 to February 1999 before returning to the position of President and Chief Operating Officer of the Company.

          Timothy S. Ho became President – Internet Services Division on October 1, 2008. Mr. Ho joined CashNetUSA in January 2006 as Director of Process Development, and joined Cash America in September 2006 as Vice President of Business Development, in conjunction with Cash America’s acquisition of CashNetUSA, and served as Senior Vice President – Strategic Development-Internet Services Division from February 2008, where he oversaw the Division’s Strategy, Marketing and Analytics. Prior to joining CashNetUSA, Mr. Ho worked in program management at GE Healthcare in Milwaukee, Wisconsin. He received a Bachelor of Science in Computer Science from the University of Illinois in 2002.

          Dennis J. Weese has been the President – Retail Services Division since July 2008. He joined the Company as Executive Vice President & Chief Operating Officer – Retail Services Division in September 2007.  Prior to joining the Company, Mr. Weese was Chief Operating Officer of On The Border Mexican Grill and Cantina, a restaurant company within the Brinker International family of restaurants from July

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2004 until September 2007. He also served in a number of Vice President and Director Level positions at Limited Inc. from May 2001 until July 2004, and with YUM Brands from September 1990 to May 2001. He is a graduate of the United States Military Academy, and has earned a master’s degree in business administration from Auburn University and a master’s degree in business management from the University of Central Texas.

          Thomas A. Bessant, Jr. has been the Company’s Executive Vice President – Chief Financial Officer since July 1998. He joined the Company in May 1993 as Vice President – Finance and Treasurer and was elected Senior Vice President – Chief Financial Officer in July 1997. Prior to joining the Company, Mr. Bessant was a Senior Manager in the Corporate Finance Consulting Services Group of Arthur Andersen & Co., S.C. in Dallas, Texas from June 1989 to April 1993. Prior to that, Mr. Bessant was a Vice President in the Corporate Banking Division of NCNB Texas, N.A., and its predecessor banking corporations, beginning in 1981.

          J. Curtis Linscott became Executive Vice President – General Counsel and Secretary in May 2006. He was appointed Vice President, General Counsel and Corporate Secretary in May 2005. Mr. Linscott joined the Company in 1995, serving as Associate General Counsel and Vice President – Associate General Counsel. Before joining the Company, he was in private law practice with Kelly, Hart & Hallman, P.C., Fort Worth, Texas, for five years. He received his law degree from the University of Kansas School of Law in 1990.

ITEM 1A. RISK FACTORS

          Important risk factors that could cause results or events to differ from current expectations are described below. These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect the operations, performance, development and results of the Company’s business.

•

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. 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, in at least one state, legislation that makes offering such loans impractical. Some legislative or regulatory activity may limit the amount of interest and fees to levels that would not permit such loans to be feasible or limit the number of short-term loans that customers may receive or have outstanding. 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 limit the availability of the Company’s cash advance products to active duty military personnel. 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. Adoption of additional federal or state regulations or legislation could restrict, or even eliminate, the availability of cash advance products in some or all of the states in which the Company offers a short term cash advance product.

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

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	use permits for, or impose other restrictions on pawnshops or cash advance lenders could have a material adverse effect on our business, results of operations and financial condition.
	Finally, in recent years, the cash advance industry has been subject to regulatory proceedings, class action lawsuits and other litigation concerning the offering of cash advances, and the Company could suffer losses from interpretations of state laws in those lawsuits or regulatory proceedings, even if the Company is not a party to those proceedings.
•	A sustained deterioration in the economy could reduce demand for the Company’s products and services and result in reduced earnings.  A sustained deterioration in the economy could cause deterioration in the performance of the Company’s pawn loan or cash advance portfolios and in consumer demand for pre-owned merchandise such as the merchandise sold in the Company’s pawnshops.  An economic slowdown could result in an increase in loan defaults in our cash advance products.  During such a slowdown, the Company could be required to tighten its underwriting standards, which would reduce cash advance balances, and could face more difficulty in collecting defaulted cash advances, which could lead to an increase in loan losses.  While the credit risk for much of the Company’s pawn lending is mitigated by the collateralized nature of pawn lending, a sustained deterioration in the economy could reduce the demand and resale value of pre-owned merchandise and reduce the amount that the Company could effectively lend on an item of collateral.  Such reductions could adversely affect pawn loan balances, pawn loan redemption rates, inventory balances, inventory mixes and gross profit margins.
•	A decreased demand for the Company’s products and specialty financial services and failure of the Company to adapt to such decrease could adversely affect results. Although the Company’s products and services are a staple of its customer base, the demand for a particular product or service may decrease due to a variety of factors, such as regulatory restrictions that reduce customer access to particular products, the availability of competing products or changes in customers’ financial conditions. Should the Company fail to adapt to a significant change in its customers’ demand for, or access to, its products, the Company’s revenues could decrease significantly. Even if the Company does make adaptations or introduce new products to fulfill customer demand, customers may resist or may reject products whose adaptations make them less attractive or less available. In any event, the effect of any product change on the results of the Company’s business may not be fully ascertainable until the change has been in effect for some time. In particular, the Company has changed, and will continue to change, some of the cash advance products operations of the Company and the products it offers.
•	The failure of third-parties who provide products, services or support to the Company to maintain their products, services or support could disrupt Company operations or result in a loss of revenue.  The Company’s cash advance revenues depend in part on the willingness and ability of unaffiliated third-party lenders to make loans to customers and with other third parties to provide services to facilitate lending and loan underwriting in both the storefront and online cash advance channels. The loss of the relationship with any of these third parties, and an inability to replace them, or the failure of these third parties to maintain quality and consistency in their programs or services could cause the Company to lose customers and substantially decrease the revenues and earnings of the Company’s cash advance business. The Company makes other non-cash advance products and services provided by various third-party vendors available to its customers. If a third-party provider fails to provide its product or service or to maintain its quality and consistency, the Company could lose customers and related revenue from those products or services. The Company also uses third parties to support and maintain certain of its communication systems and computerized point-of-sale and information systems. The failure of such third parties to fulfill their support and maintenance obligations could disrupt the Company’s operations.
•	The Company’s business depends on the uninterrupted operation of the Company’s facilities, systems and business functions, including its information technology and other business systems. The Company’s business, particularly its online business, depends highly upon its employees’ ability to

17

	perform, in an efficient and uninterrupted fashion, necessary business functions, such as Internet support, call centers, and processing and making cash advances. Additionally, the Company’s storefront operations depend on the efficiency and reliability of the Company’s point of sale system. A shut-down of or inability to access the facilities in which the Company’s online operations, storefront point of sale system and other technology infrastructure are based, such as a power outage, a failure of one or more of its information technology, telecommunications or other systems, or sustained or repeated disruptions of such systems could significantly impair its ability to perform such functions on a timely basis and could result in a deterioration of the Company’s ability to write and process online cash advances, perform efficient storefront lending and merchandise disposition activities, provide customer service, perform collections activities, or perform other necessary business functions.
	A security breach of the Company’s computer systems could also interrupt or damage its operations or harm its reputation. In addition, the Company could be subject to liability if confidential customer information is misappropriated from its computer systems. Despite the implementation of significant security measures these systems may still be vulnerable to physical break-ins, computer viruses, programming errors, attacks by third parties or similar disruptive problems. Any compromise of security could deter people from entering into transactions that involve transmitting confidential information to the Company’s systems, which could have a material, adverse effect on the Company’s business.
•	The Company may be unable to protect its proprietary technology or keep up with that of its competitors. The success of the Company’s business, particularly its online business, depends to a significant degree upon the protection of its software and other proprietary intellectual property rights. The Company may be unable to deter misappropriation of its proprietary information, detect unauthorized use or take appropriate steps to enforce its intellectual property rights. In addition, competitors could, without violating the Company’s proprietary rights, develop technologies that are as good as or better than its technology. The Company’s failure to protect its software and other proprietary intellectual property rights or to develop technologies that are as good as its competitors’ could put the company at a disadvantage to its competitors. Any such failures could have a material adverse effect on the Company’s business.
•	Changes in the Company’s financial condition or continued disruption in the capital markets could reduce available capital.  The Company regularly accesses the debt capital markets to refinance existing debt obligations and to obtain capital to finance growth.  Efficient access to these markets is critical to the Company’s ongoing financial success; however, the Company’s future access to the debt capital markets could become restricted due to a variety of factors, including a deterioration of the Company’s earnings, cash flows, balance sheet quality, or overall business or industry prospects, a sustained disruption or further deterioration in the state of the capital markets or a negative bias toward the Company’s industry by market participants. The current disruptions and volatility in the capital markets have caused banks and other credit providers to restrict availability of new credit facilities and require higher pricing upon renewal of existing credit facilities. Our ability to obtain additional financing in the future will depend in part upon prevailing capital market conditions and the current state of the capital market may adversely affect our efforts to arrange additional financing on terms that are satisfactory to us. If adequate funds are not available, or are not available on acceptable terms, we may not be able to make future investments, take advantage of acquisitions or other opportunities, or respond to competitive challenges and this, in turn, could adversely affect our ability to advance our strategic plans.  Additionally, if the capital and credit markets continue to experience volatility and the availability of funds remains limited, third parties with whom we do business may incur increased costs or business disruption and this could adversely affect our business relationships with such third parties.
•	The Company’s growth is subject to external factors and other circumstances over which the Company has limited control or that are beyond the Company’s control. These factors and circumstances could adversely affect the Company’s ability to grow through the opening and acquisition of new operating units. The Company’s expansion strategy includes acquiring existing stores and opening new ones. The success of this strategy is subject to numerous external factors, such

18

as the availability of attractive acquisition candidates, the availability of sites with acceptable restrictions and suitable terms, the Company’s ability to attract, train and retain qualified unit management personnel, the ability to access capital and the ability to obtain required government permits and licenses. Some of these factors are beyond the Company’s control. The failure to execute this expansion strategy would adversely affect the Company’s ability to expand its business and could materially adversely affect its business, prospects, results of operations and financial condition.

• Media reports and public perception of short-term consumer loans as being predatory or abusive could materially adversely affect the Company’s cash advance business. In recent years, consumer advocacy groups and some media reports have advocated governmental action to prohibit or place severe restrictions on short-term consumer loans. The consumer advocacy groups and media reports generally focus on the cost to a consumer for this type of loan, which is alleged to be higher than the interest typically charged by banks to consumers with better credit histories. Though the consumer advocacy groups and media reports do not discuss the lack of viable alternatives for our customers’ borrowing needs or the comparative cost to the customer when alternatives are not available, they do typically characterize these short-term consumer loans as predatory or abusive despite the large customer demand for these loans. If the negative characterization of these types of loans becomes increasingly accepted by consumers, demand for the cash advance products could significantly decrease, which could materially affect the Company’s results of operations and financial condition. Additionally, if the negative characterization of these types of loans is accepted by legislators and regulators, the Company could become subject to more restrictive laws and regulations that could materially adversely affect the Company’s financial condition and results of operations.

• Increased competition from banks, savings and loans, other short-term consumer lenders, and other entities offering similar financial services, as well as retail businesses that offer products and services offered by the Company, could adversely affect the Company’s results of operations. The Company has many competitors to its core lending and merchandise disposition operations. Its principal competitors are other pawnshops, cash advance companies, credit service organizations, online lenders, consumer finance companies and other financial institutions that serve the Company’s primary customer base. Many other financial institutions or other businesses that do not now offer products or services directed toward the Company’s traditional customer base, many of whom may be much larger than the Company, could begin doing so. Significant increases in the number and size of competitors for the Company’s business could result in a decrease in the number of cash advances or pawn loans that the Company writes, resulting in lower levels of revenues and earnings in these categories. Furthermore, the Company has many competitors to its retail operations, such as retailers of new merchandise, retailers of pre-owned merchandise, other pawnshops, thrift shops, online retailers and online auction sites. Increased competition or aggressive marketing and pricing practices by these competitors could result in decreased revenues, margins and turnover rates in the Company’s retail operations.

• The Company’s earnings and financial position are subject to changes in the value of gold. A significant or sudden decline in the price of gold could materially affect the Company’s earnings. A significant portion of the Company’s pawn loans are secured by gold jewelry. The Company’s pawn service charges, sales proceeds and ability to dispose of excess jewelry inventory at an acceptable margin depend on the value of gold. A significant decline in gold prices could result in decreases in merchandise sales margins, in inventory valuations, in the value of collateral securing outstanding pawn loans, and in the balance of pawn loans secured by gold jewelry.

• The Company is subject to impairment risk. At December 31, 2008, the Company had goodwill totaling $494.2 million, consisting of $205.0 million related to the pawn lending segment, $283.9 million related to the cash advance segment and $5.3 million related to the check cashing segment, on its Consolidated Balance Sheet, all of which represent assets capitalized in connection with the Company’s acquisitions and business combinations. Accounting for intangible assets requires significant management estimates and judgment. The Company may not realize the value of these

19

	intangible assets. Management performs periodic reviews of the carrying values of the intangible assets to determine whether events and circumstances indicate that an impairment in value may have occurred. A variety of factors could cause the carrying value of an intangible asset to become impaired. Should a review indicate impairment, a write-down of the carrying value of the intangible asset would occur, resulting in a non-cash charge, which could adversely affect our results of operations.
•	The Company’s foreign operations subject the Company to foreign exchange risk. The Company is subject to the risk of unexpected changes in foreign currency exchange rates by virtue of its loans to residents of the United Kingdom and its operations in Mexico. Our results of operations and certain of our intercompany balances associated with the Company’s United Kingdom and Mexico loans are denominated in their respective currencies and are, as a result, exposed to foreign exchange rate fluctuations. Upon consolidation, as exchange rates vary, net sales and other operating results may differ materially from expectations, and the Company may record significant gains or losses on the remeasurement of intercompany balances.
•	The Company’s operations in Mexico are subject to political or regulatory changes or significant changes in the economic environment. Significant regulatory or political changes in Mexico or changes in Mexico’s economic environment could restrict the ability of the Company to sustain or expand its operations in Mexico, which could materially adversely affect the Company’s business, prospects, results of operations and financial condition. The Company also maintains business relationships with significant third party service providers of labor and technology services. The failure of these or other key service providers to fulfill their obligations as a result of regulatory, political, economic or other factors could disrupt the Company’s operations in Mexico.
•	The failure to successfully integrate newly acquired businesses into the Company’s operations could negatively impact the Company’s performance. The Company made significant acquisitions in 2008 involving a new product line and business model as well as a significant entry into a foreign market. The Company has historically grown through strategic acquisitions and a key component of the Company’s future strategy is to continue to pursue attractive acquisition opportunities. The success of recent and future acquisitions is, and will be, dependent upon the Company effectively integrating the management, operations and technology of acquired businesses into the Company’s existing management, operations and technology platforms. The failure to successfully integrate acquired businesses into the Company’s organization could materially adversely affect the Company’s business, prospects, results of operations and financial condition.
•	Adverse real estate market fluctuations could affect the Company’s profits. The Company leases most of its locations. A significant rise in real estate prices or real property taxes could result in an increase in store lease costs as the Company opens new locations and renews leases for existing locations.
•	Other risk factors are discussed under Quantitative and Qualitative Disclosures about Market Risk.

ITEM 1B. UNRESOLVED STAFF COMMENTS

          None.

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ITEM 2. PROPERTIES

          As of December 31, 2008, the Company owned the real estate and buildings for nine of its pawnshop locations. The Company’s headquarters are located in a nine-story building adjacent to downtown Fort Worth, Texas. The Company purchased its headquarters building in January 1992. CashNetUSA’s cash advance operations and call center are primarily located in leased space (114,572 square feet) in Chicago, Illinois. Substantially all of the Company’s other locations are leased under non-cancelable operating leases with initial lease periods of one to 15 years.

          The following table sets forth, as of December 31, 2008, the number of Company-owned pawn and cash advance locations by state, those states and other jurisdictions in which the Company has an active internet lending and card services presence, and the number of pawnshop locations in Mexico in which the Company has a majority ownership interest. The Company also operates five Company-owned Mr. Payroll check cashing locations in Texas.

	Pawn		Cash		Internet		Card
	Lending		Advance		Lending		Services
	Locations		Locations		Presence		Presence
United States:
Alabama		9		—		Y		Y
Alaska		5		—		Y		Y
Arizona		11		—		Y		Y
Arkansas		—		—		—		Y
California		1		23		Y		Y
Colorado		5		—		Y		Y
Connecticut		—		—		—		Y
Delaware		—		—		Y		Y
District of Columbia		—		—		—		Y
Florida		69		—		Y		Y
Georgia		17		—		—		Y
Hawaii		—		—		Y		Y
Idaho		—		—		Y		Y
Illinois		13		—		Y		Y
Indiana		13		32		—		Y
Iowa		—		—		—		Y
Kansas		—		—		Y		Y
Kentucky		10		16		—		Y
Louisiana		20		—		Y		Y
Maine		—		—		—		Y
Maryland		—		—		Y		Y
Massachusetts		—		—		—		Y
Michigan		—		12		Y		Y
Minnesota		—		—		Y		Y
Mississippi		—		—		Y		Y
Missouri		17		—		Y		Y
Montana		—		—		Y		Y
Nebraska		—		—		—		Y
Nevada		26		—		Y		Y
New Hampshire		—		—		—		Y
New Jersey		—		—		—		Y
New Mexico		—		—		Y		Y
New York		—		—		—		Y
North Carolina		10		—		—		Y
North Dakota		—		—		Y		Y
Ohio		6		114		Y		Y
Oklahoma		15		—		Y		Y
Oregon		—		—		Y		Y
Pennsylvania		—		—		Y		Y
Puerto Rico		—		—		—		Y
Rhode Island		—		—		Y		Y

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			Cash		Internet		Card
	Pawnshop		Advance		Lending		Services
	Locations		Locations		Presence		Presence
South Carolina		6		—		—		Y
South Dakota		—		—		Y		Y
Tennessee		22		—		—		Y
Texas		199		51		Y		Y
Utah		7		—		Y		Y
Vermont		—		—		—		Y
Virgin Islands		—		—		—		Y
Virginia		—		—		—		Y
Washington		5		—		Y		Y
West Virginia		—		—		—		Y
Wisconsin		—		—		Y		Y
Wyoming		—		—		Y		Y
Total		486		248		—		—
Number of U.S. states and other jurisdictions		21		6		32		53
United Kingdom:		—		—		Y		—
Total United Kingdom		—		—		1		—
Mexico:
Aguascalientes		1		—		—		—
Campeche		1		—		—		—
Chiapas		8		—		—		—
Distrito Federal		13		—		—		—
Estado de México		16		—		—		—
Guanajuato		6		—		—		—
Guerrero		14		—		—		—
Jalisco		8		—		—		—
Michoacán		2		—		—		—
Morelos		1		—		—		—
Oaxaca		10		—		—		—
Puebla		4		—		—		—
Querétaro		4		—		—		—
Tabasco		11		—		—		—
Tlaxcala		1		—		—		—
Veracruz		11		—		—		—
Yucatán		1		—		—		—
Total Mexico and other jurisdictions		112		—		—		—
Total Company		598		248		33		53

          The Company considers its equipment, furniture and fixtures and owned buildings to be in good condition. The Company has its own construction supervisors who engage local contractors to selectively remodel and upgrade its lending facilities throughout the year.

          The Company’s leases typically require the Company to pay all maintenance costs, insurance costs and property taxes. For additional information concerning the Company’s leases, see Item 8. Financial Statements and Supplementary Data, Note 10 of “Notes to Consolidated Financial Statements.”

ITEM 3. LEGAL PROCEEDINGS

          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

22

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 where discovery relating to the propriety of class certification is underway. The State Court issued a Scheduling Order Regarding Class Certification setting a hearing on the propriety of class certification for June 29, 2009. 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’ 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 has stayed consideration of this matter pending the resolution of the United States Supreme Court case, Vaden v. Discover Bank (“Vaden”). Oral arguments in the Vaden case were heard by the United States Supreme Court in October 2008 and an opinion is expected to be issued in early 2009. 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.

          Information concerning proceedings related to a dispute between the Company and the State of Pennsylvania regarding the propriety and enforceability of a 2008 Pennsylvania regulatory directive that has not yet become effective is contained in the subsection labeled — “Regulatory Developments” under the caption “General” in Item 1. of this report, and such “Regulatory Developments” subsection is incorporated in this Item 3. by this reference.

          The Company is also 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.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          There were no matters submitted to the Company’s security holders during the fourth quarter ended December 31, 2008.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a) Market for Registrant’s Common Equity

          The New York Stock Exchange is the principal exchange on which the Company’s common stock is traded under the symbol “CSH”. There were 650 stockholders of record (not including individual participants in security listings) as of February 11, 2009. The high, low and closing sales prices of common stock as quoted on the composite tape of the New York Stock Exchange and cash dividend declared per share during 2008 and 2007 were as follows:

	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter
2008
High	$	39.97	$	48.86	$	45.21	$	39.54
Low		26.17		30.60		30.73		21.50
Close		36.40		31.00		36.04		27.35
Cash dividend declared per share		0.035		0.035		0.035		0.035
2007
High	$	47.71	$	44.45	$	40.65	$	39.48
Low		37.98		38.76		29.84		30.20
Close		41.00		39.65		37.60		32.30
Cash dividend declared per share		0.035		0.035		0.035		0.035

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(c) Issuer Purchases of Equity Securities

          The following table provides the information with respect to purchases made by the Company of shares of its common stock during each of the months in 2008:

						Total Number
						of Shares
						Purchased as
	Total			Average		Part of		Maximum
	Number of			Price		Publicly		Number Yet Be
	Shares			Paid Per		Announced		Purchased Under
Period	Purchased			Share		Plan		the Plan (1)
January 1 to January 31		9,919	(2)	$	27.40		—		1,450,000
February 1 to February 29		51,455	(2)		32.69		40,000		1,410,000
March 1 to March 31		55,507	(2)		29.41		55,000		1,355,000
Total first quarter		116,881			30.69		95,000		1,355,000
April 1 to April 30		2,263	(2)		43.26		—		1,355,000
May 1 to May 31		50,493	(2)		34.97		50,000		1,305,000
June 1 to June 30		50,784	(2)		32.33		50,000		1,255,000
Total second quarter		103,540			33.86		100,000		1,255,000
July 1 to July 31		795	(2)		40.49		—		1,255,000
August 1 to August 31		1,970	(2)		42.62		—		1,255,000
September 1 to September 30		448	(2)		40.00		—		1,255,000
Total third quarter		3,213			41.73		—		1,255,000
October 1 to October 31		398	(2)		32.24		—		1,255,000
November 1 to November 30		736	(2)		28.88		—		1,255,000
December 1 to December 31		1,007	(2)		26.88		—		1,255,000
Total fourth quarter		2,141			28.56		—		1,255,000
Total 2008		225,775		$	32.28		195,000

(1)

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.

(2)

Includes shares purchased on behalf of participants relating to the Company’s Non-Qualified Savings Plan of 400; 1,141; 507; 458; 493; 346; 329; 661; 448; 398; 736 and 957 shares for the months of January, February, March, April, May, June, July, August, September, October, November, and December respectively, and shares received as partial tax payments for shares issued under stock-based compensation plans of 9,519; 10,314; 1,805; 438; 466; 1,309 and 50 shares for the months of January, February, April, June, July, August, and December respectively.

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ITEM 6. SELECTED FINANCIAL DATA

Five-Year Summary of Selected Consolidated Financial Data
(dollars in thousands, except per share data)
(Unaudited)

	Year Ended December 31,
	2008			2007			2006			2005			2004
Statement of Income Data (a)
Total revenue	$	1,030,794		$	929,394		$	694,514		$	595,763		$	470,955
Income from operations		148,706			133,509			104,019			80,712			61,413
Income before income taxes and minority interest (b)		132,803			124,765			96,168			70,882			55,023
Net income		81,140			79,346			60,940			44,821			34,965
Net income per share:
Basic	$	2.77		$	2.68		$	2.05		$	1.53		$	1.23
Diluted	$	2.70		$	2.61		$	2.00		$	1.48		$	1.18
Dividends declared per share	$	0.14		$	0.14		$	0.10		$	0.10		$	0.37
Weighted average shares:
Basic		29,327			29,643			29,676			29,326			28,468
Diluted		30,092			30,349			30,532			30,206			29,584
Balance Sheet Data at End of Year (a)
Pawn loans	$	168,747		$	137,319		$	127,384		$	115,280		$	109,353
Cash advances, net		83,850			88,148			79,975			40,704			36,490
Merchandise held for disposition, net		109,493			98,134			87,060			72,683			67,050
Working capital		313,834			302,275			259,813			232,556			209,463
Total assets		1,186,510			904,644			776,244			598,648			555,165
Total debt		438,154			288,777			219,749			165,994			166,626
Stockholders’ equity		575,041			496,602			440,728			374,716			333,936
Ratio Data at End of Year (a)
Current ratio		3.1	x		3.8	x		3.2	x		4.8	x		4.6	x
Debt to equity ratio		76.2	%		58.2	%		49.9	%		44.3	%		49.9	%
Owned and Franchised Locations at Year End (a)
Pawn lending operations		613			499			487			464			452
Cash advance operations (c)		248			304			295			286			253
Check cashing operations (d)		133			139			136			136			134
Total		994			942			918			886			839

(a)	In September 2004, the Company sold its U.K. and Swedish foreign pawn lending operations. The amounts for 2004 and 2005 exclude amounts related to the foreign pawn lending operations, as they were classified as discontinued operations.
(b)	See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Financial Statements and Supplementary Data” for amounts related to the gain on the sale of foreign notes in 2007 and the gain from the early termination of a lease contract in 2006, which are included in these amounts.
(c)	Includes cash advance locations only.
(d)	Mr. Payroll locations only.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

          The Company provides specialty financial services to individuals. These services include secured non-recourse loans, commonly referred to as pawn loans, to individuals through its pawn lending operations, unsecured cash advances in selected lending locations and on behalf of independent third-party lenders in other locations, and check cashing and related financial services through many of its lending locations and through franchised and Company-owned check cashing centers. The pawn loan portfolio generates finance and service charges revenue. A related activity of the pawn lending operations is the disposition of collateral from unredeemed pawn loans and the Company liquidates a much smaller volume of merchandise purchased directly from customers. In addition, the Company offers online cash advances over the internet and arranges loans online on behalf of independent third-party lenders through its internet distribution platform. During 2008, the Company expanded its online offering of loan products to include longer term installment loans to consumers. In July 2007, the Company began offering short-term unsecured loans to customers who reside throughout the United Kingdom through its internet distribution platform.

          As of December 31, 2008, the Company had 994 total locations offering products and services to its customers. The Company operates in three segments: pawn lending, cash advance and check cashing.

          As of December 31, 2008, the Company’s pawn lending operations consisted of 613 pawnshops, including 598 Company-owned units and 15 unconsolidated franchised units located in 22 and 17 states and other jurisdictions in the United States and Mexico, respectively. During the three-year period ended December 31, 2008, the Company acquired 137 operating units, established nine locations, and combined or closed four locations for a net increase in owned pawn lending units of 142. In addition, it acquired or opened seven franchise locations. Included in the operating unit additions is the December 16, 2008 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”), which, as of December 31, 2008, operates a chain of 112 pawnshops in central and southern Mexico under the name “Prenda Fácil.”

          At December 31, 2008, the Company’s cash advance operations consisted of 248 cash advance locations in six states and its internet distribution channel. The Company reduced the number of net cash advance locations by 38 over the last three years by closing or combining 64 locations while establishing 26 locations. CashNetUSA serves multiple markets through its internet distribution channel and had cash advances outstanding in 33 states and in the United Kingdom as of December 31, 2008.

          As of December 31, 2008, the Company’s check cashing operations consisted of 128 franchised and five company-owned check cashing centers in 16 states. For the three year period ended December 31, 2008, the Company established 20 locations and combined or closed 23 locations for a net decrease in check cashing locations of three.

          On July 23, 2008, the Company, through its wholly-owned subsidiary, Primary Cash Holdings, LLC (now known as Primary Innovations, LLC, or “PI”), purchased assets from Primary Business Services, Inc. and its affiliates (collectively, “PBSI”) related to the business of 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. Throughout this discussion, the activities of PI are included in the results of the Company’s cash advance segment.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, merchandise held for disposition, allowance for losses on cash advances, long-lived and intangible assets, income taxes, contingencies and litigation. Management bases its estimates on historical experience, empirical data and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. The development and selection of the critical accounting policies and the related disclosures below have been reviewed with the Audit Committee of the Board of Directors.

          Management believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.

Finance and service charges revenue recognition. The Company accrues finance and service charges revenue only on those pawn loans that the Company 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 to analyze the characteristics of its outstanding pawn loan portfolio and estimate the probability of collection of finance and service charges. If the future actual performance of the loan portfolio differs significantly (positively or negatively) from expectations, revenue for the next reporting period would be likewise affected.

          Due to the short-term nature of pawn loans, the Company can quickly identify performance trends. For 2008, $180.8 million, or 97.7%, of recorded finance and service charges represented cash collected from customers and the remaining $4.2 million, or 2.3%, represented an increase in the finance and service charges receivable during the year. At the end of the current year and based on the revenue recognition method described above, the Company had accrued $33.1 million of finance and service charges receivable. Assuming the year-end accrual of finance and service charges revenue was overestimated or underestimated by 10%, finance and service charges revenue would decrease or increase by $3.3 million in 2009 and net income would decrease or increase by $2.1 million. Some or all of the decrease would potentially be mitigated through the profit on the disposition of the related forfeited loan collateral. Any increase would be realized as additional service charge revenue.

Merchandise held for disposition. Merchandise held for disposition consists primarily of forfeited collateral from pawn loans not repaid; however, the Company also liquidates merchandise that is purchased directly from customers. The carrying value of the forfeited collateral and other merchandise held for disposition is stated at the lower of cost (the cash amount loaned in the case of forfeited collateral) or market. Management provides an allowance for shrinkage and valuation based on its evaluation of the merchandise. Because pawn loans are made without recourse to the borrower, the Company does not investigate or rely upon the borrower’s creditworthiness, but instead bases its lending decision on an evaluation of the pledged personal property. The amount the Company is willing to finance is typically based on a percentage of the pledged personal property’s estimated disposition value. The Company uses numerous sources in determining an item’s estimated disposition value, including the Company’s automated product valuation system as well as catalogs, “blue books,” newspapers, internet research and previous experience with similar items. The Company performs a physical count of its merchandise in each location on multiple occasions on a cyclical basis and reviews the composition of inventory by category and age in order to assess the adequacy of the allowance.

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          During 2008, the Company modified its methodology for assessing the reasonableness of this 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 was reduced from $2.0 million as of December 31, 2007 to $0.7 million as of December 31, 2008, representing 0.6% of the balance of merchandise held for disposition at December 31, 2008. As described above, the Company conducts multiple physical count assessments of merchandise in all of its locations and immediately records the results of those activities directly to the income statement. For the trailing six months ended December 31, 2008, the merchandise shortages charged to income was $0.4 million, approximately 0.2% of merchandise sales for the same period.

Allowance for losses on cash advances. The Company 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 outstanding combined Company and third-party lender portfolio (the portion owned by independent third-party lenders). The allowance for losses on Company-owned cash advances offsets the outstanding cash advance amounts in the consolidated balance sheets. Active third-party lender-originated cash advances are not included in the consolidated balance sheets. An accrual for contingent losses on third-party lender-owned cash advances that are guaranteed by the Company is maintained and included in “Accounts payable and accrued expenses” in the consolidated balance sheets.

          The Company aggregates and tracks cash advances written during each calendar month to develop a performance history. The Company stratifies the outstanding combined 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 created by recording a cash advance loss provision 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 written off. Proceeds from these sales are recorded as recoveries on losses previously charged to the allowance for losses.

          At December 31, 2008, the allowance for losses on cash advances was $21.5 million and accrued losses on third-party lender-owned cash advances were $2.1 million, in aggregate representing 16.8% of the combined cash advance portfolio.

          During fiscal year 2008, the cash advance loss provision for the combined cash advance portfolio, which increases the allowance for loan losses, was $140.7 million and reflects 6.8% of gross combined cash advances written by the Company and third-party lenders. If future loss rates increased, or decreased, by 10%, or 0.7%, from 2008 levels, the cash advance loss provision would increase, or decrease, by $14.1 million and net income would decrease, or increase, by $9.2 million, for the twelve month period assuming the same volume of cash advances written in 2008.

Valuation of long-lived and intangible assets. The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Intangible assets having an indefinite useful life are tested for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. Factors that could trigger an impairment review include significant underperformance relative to expected historical or projected future cash flows, significant changes in the manner of use of acquired assets or the strategy for the overall business, and significant negative industry trends. When management determines that the carrying value of

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long-lived and intangible assets may not be recoverable, impairment is measured based on the excess of the assets’ carrying value over the estimated fair value.

Income taxes. As part of the process of preparing its consolidated financial statements, the Company is required to estimate income taxes in each of the jurisdictions in which it operates. This process involves estimating the actual current tax exposure together with assessing temporary differences in recognition of income for tax and accounting purposes. These differences result in deferred tax assets and liabilities and are included within the Company’s consolidated balance sheets. Management must then assess the likelihood that the deferred tax assets will be recovered from future taxable income and, to the extent it believes that recovery is not likely, it must establish a valuation allowance. An expense, or benefit, is included within the tax provision in the statement of operations for any increase, or decrease, in the valuation allowance for a given period.

          Effective January 1, 2007, the Company began accounting for uncertainty in income taxes recognized in the consolidated financial statements in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 requires that a more-likely-than-not threshold be met before the benefit of a tax position may be recognized in the consolidated financial statements and prescribes how such benefit should be measured. Management must evaluate tax positions taken on the Company’s tax returns for all periods that are open to examination by taxing authorities and make a judgment as to whether and to what extent such positions are more likely than not to be sustained based on merit.

          Management judgment is required in determining the provision for income taxes, the deferred tax assets and liabilities and any valuation allowance recorded against deferred tax assets. Management judgment is also required in evaluating whether tax benefits meet the more-likely-than-not threshold for recognition under FIN 48.

RECENT ACCOUNTING PRONOUNCEMENTS

     In September 2006, FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 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. SFAS 157 was effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. In February 2008, FASB issued FASB Staff Position (“FSP”) FAS 157-2, “Effective Date of FASB Statement No. 157”, which delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed in the financial statements on a nonrecurring basis. The FSP partially defers the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. The Company adopted the provisions of SFAS 157 for its financial assets and financial liabilities on January 1, 2008. The adoption of SFAS 157 did not have a material effect on the Company’s financial position or results of operations. In accordance with FSP FAS 157-2, the Company has not applied the provisions of SFAS 157 to its nonfinancial assets and nonfinancial liabilities. The Company will apply the provisions of SFAS 157 to these assets and liabilities beginning January 1, 2009 as required by FSP FAS 157-2. In October 2008, the FASB issued FSP No. FAS 157-3, "Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active,” (“FSP FAS 157-3”) which clarifies the application of SFAS 157 as it relates to the valuation of financial assets in a market that is not active for those financial assets. FSP FAS 157-3 became effective for the Company upon issuance, and had no material impact on the Company’s financial position or results of operations.

          In February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose, at specified election dates, to measure eligible items at fair value (the “fair value option”) and requires an entity to report unrealized gains

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and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. Upfront costs and fees related to items for which the fair value option is elected shall be recognized in earnings as incurred and not deferred. SFAS 159 was effective for fiscal years beginning after November 15, 2007. The adoption of SFAS 159 did not have a material effect on the Company’s financial position or results of operations.

          In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 clarifies that a non-controlling interest in a subsidiary, which is sometimes referred to as an unconsolidated investment, 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, SFAS 160 requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling 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 non-controlling interest. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. The Company will adopt SFAS 160 as of January 1, 2009 for disclosures relating to its 80% interest in a chain of pawnshops which operates under the name Prenda Fácil, which was acquired in December 2008. The Company does not expect SFAS 160 to have a material effect on the Company’s financial position or results of operations.

          In December 2007, FASB issued SFAS No. 141, “Business Combinations — Revised” (“SFAS 141(R)”). SFAS 141(R) establishes principles and requirements for how an acquirer in a business combination: recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase price; and, determines what information to disclose to enable users of the consolidated financial statements to evaluate the nature and financial effects of the business combination. SFAS 141(R) 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. In the past, the Company has completed significant acquisitions. The application of SFAS 141(R) will cause management to evaluate future transaction returns under different conditions, particularly related to the near-term and long-term economic impact of expensing transaction costs.

          In March 2008, FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 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 under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”), and interpretations thereof, and (3) the effects that derivatives and related hedged items have on an entity’s financial position, financial performance, and cash flows. The standard is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not expect SFAS 161 to have a material effect on the Company’s financial position or results of operations.

          In April 2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of Intangible Assets,” (“FSP FAS 142-3”) which amends the list of factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). The new guidance applies to (1) intangible assets that are acquired individually or with a group of other assets and (2) intangible assets acquired in both business combinations and asset acquisitions. Under FSP FAS 142-3, entities estimating the useful life of a recognized intangible asset must consider their historical experience in renewing or extending similar arrangements or, in the absence of historical experience, must consider assumptions that market participants would use about renewal or extension. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company does not

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expect this standard to have a material impact on the consolidated results of operations or financial condition.

RESULTS OF OPERATIONS

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

	Year Ended December 31,
	2008			2007			2006
Revenue
Finance and service charges		17.9	%		17.3	%		21.5	%
Proceeds from disposition of merchandise		45.2			42.7			48.1
Cash advance fees		35.4			38.2			28.1
Check cashing fees, royalties and other		1.5			1.8			2.3
Total Revenue		100.0			100.0			100.0
Cost of Revenue
Disposed merchandise		28.7			26.6			29.5
Net Revenue		71.3			73.4			70.5
Expenses
Operations		31.8			33.0			35.7
Cash advance loss provision		13.7			16.7			8.6
Administration		7.6			5.9			7.3
Depreciation and amortization		3.8			3.5			3.9
Total Expenses		56.9			59.1			55.5
Income from Operations		14.4			14.3			15.0
Interest expense		(1.6	)		(1.7	)		(1.7	)
Interest income		0.1			0.1			0.2
Foreign currency transaction loss		—			—			—
Gain from termination of contract		—			—			0.3
Gain from settlement of foreign notes		—			0.7			¯
Income before Income Taxes		12.9			13.4			13.8
Provision for income taxes		5.0			4.9			5.0
Minority Interests		—			—			—
Net Income		7.9	%		8.5	%		8.8	%

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The following tables set forth certain selected consolidated financial and non-financial data as of December 31, 2008, 2007 and 2006, and for each of the three years then ended (dollars in thousands unless noted otherwise).

	Year Ended December 31,
	2008			2007			2006
PAWN LENDING OPERATIONS:
Pawn loans(b)
Annualized yield on pawn loans		128.8	%		125.5	%		123.6	%
Total amount of pawn loans written and renewed	$	594,815		$	514,797		$	474,046
Average pawn loan balance outstanding	$	145,071		$	128,259		$	120,930
Average pawn loan balance per average location in operation	$	293		$	267		$	262
Ending pawn loan balance per location in operation	$	341		$	283		$	268
Average pawn loan amount at end of year (not in thousands)	$	132		$	116		$	107
Profit margin on disposition of merchandise as a percentage of proceeds from disposition of merchandise		36.6	%		37.8	%		38.7	%
Average annualized merchandise turnover		2.9	x		2.7	x		2.7	x
Average balance of merchandise held for disposition per average location in operation	$	210		$	189		$	165
Ending balance of merchandise held for disposition per location in operation	$	225		$	202		$	183
Pawnshop locations in operation —
Beginning of year, owned		485			475			456
Acquired		113			5			19
Start-ups		1			6			2
Combined or closed		(1	)		(1	)		(2	)
End of year, owned		598			485			475
Franchise locations at end of year		15			14			12
Total pawnshop locations at end of year		613			499			487
Average number of owned pawnshop locations in operation		495			480			462
Cash advances (c)
Pawn locations offering cash advances at end of year		431			431			423
Average number of pawn locations offering cash advances		431			426			423
Amount of cash advances written at pawn locations:
Funded by the Company	$	59,061		$	65,022		$	66,952
Funded by third-party lenders (a) (e)		146,330			188,705			207,732
Aggregate amount of cash advances written at pawn locations (a) (g)	$	205,391		$	253,727		$	274,684
Number of cash advances written at pawn locations (not in thousands):
By the Company		186,268			213,273			213,467
By third-party lenders (a) (e)		306,521			409,576			480,649
Aggregate number of cash advances written at pawn locations (a) (g)		492,789			622,849			694,116
Cash advance customer balances due at pawn locations (gross):
Owned by Company (d)	$	6,842		$	8,627		$	8,448
Owned by third-party lenders (a) (e)		7,395			9,198			11,202
Aggregate cash advance customer balances due at pawn locations (gross) (a) (g)	$	14,237		$	17,825		$	19,650

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	Year Ended December 31,
	2008			2007			2006
CASH ADVANCE OPERATIONS (f):
Storefront operations:
Amount of cash advances written:
Funded by the Company	$	586,929		$	706,839		$	614,008
Funded by third-party lenders (a) (e)		85,184			115,483			137,345
Aggregate amount of cash advances written (a) (g)	$	672,113		$	822,322		$	751,353
Number of cash advances written (not in thousands):
By the Company		1,632,631			1,944,251			1,740,615
By third-party lenders (a) (e)		150,772			214,372			266,389
Aggregate number of cash advances written (a) (g)		1,783,403			2,158,623			2,007,004
Cash advance customer balances due (gross):
Owned by Company (d)	$	39,223		$	51,389		$	53,201
Owned by third-party lenders (a) (e)		4,532			5,530			6,327
Aggregate cash advance customer balances due (gross) (a) (g)	$	43,755		$	56,919		$	59,528
Cash advance locations in operation —
Beginning of year		304			295			286
Start-ups		—			14			12
Combined or closed		(56	)		(5	)		(3	)
End of year		248			304			295
Average number of cash advance locations in operation		292			299			290
Internet lending operations:
Amount of cash advances written:
Funded by the Company	$	727,652		$	598,306		$	136,226
Funded by third-party lenders (a) (e)		449,221			350,572			15,500
Aggregate amount of cash advances written (a) (g)	$	1,176,873		$	948,878		$	151,726
Number of cash advances written (not in thousands):
By the Company		1,722,689			1,523,872			356,561
By third-party lenders (a) (e)		668,074			594,909			32,442
Aggregate number of cash advances written (a) (g)		2,390,763			2,118,781			389,003
Cash advance customer balances due (gross):
Owned by Company (d)	$	55,729		$	53,808		$	37,839
Owned by third-party lenders (a) (e)		23,018			19,852			7,158
Aggregate cash advance customer balances due (gross) (a) (g)	$	78,747		$	73,660		$	44,997
Number of states with online lending at end of year		32			32			29
Number of foreign countries with online lending at end of year		1			1			—
Card services operations (h):
Amount of cash advances processed on behalf of third-party lenders:
Funded by third-party lenders (a) (e) (h)	$	22,198			—			—
Number of cash advances processed on behalf of third-party lenders (not in thousands):
Written by third-party lenders (a) (e)		129,634			—			—
Cash advance customer balances due (gross) (h):
Participation interests of Company (d) (h)	$	3,551			—			—
Ownership interests of third-parties (a) (e) (h)		237			—			—
Aggregate cash advance customer balances due (gross) (a) (g) (h)	$	3,788			—			—
Number of states and other jurisdictions with card services at end of period		53			—			—

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	Year Ended December 31,
	2008		2007		2006
Combined Storefront, Internet lending, and Card services operations:
Amount of cash advances written:
Funded by the Company	$	1,314,581	$	1,305,145	$	750,234
Funded by third-party lenders (a) (e) (h)		556,603		466,055		152,845
Aggregate amount of cash advances written (a) (g) (h)	$	1,871,184	$	1,771,200	$	903,079
Number of cash advances written (not in thousands):
By the Company		3,355,320		3,468,123		2,097,176
By third-party lenders (a) (e) (h)		948,480		809,281		298,831
Aggregate number of cash advances written (a) (g)		4,303,800		4,277,404		2,396,007
Cash advance customer balances due (gross):
Owned by Company (d)	$	98,503	$	105,197	$	91,040
Owned by third-party lenders (a) (e) (h)		27,787		25,382		13,485
Aggregate cash advance customer balances due (gross) (a) (g)	$	126,290	$	130,579	$	104,525
CONSOLIDATED CASH ADVANCE PRODUCT SUMMARY (a) (c) (f) (h):
Amount of cash advances written:
Funded by the Company	$	1,373,642	$	1,370,167	$	817,186
Funded by third-party lenders (a) (e) (h)		702,933		654,760		360,577
Aggregate amount of cash advances written (a) (g)	$	2,076,575	$	2,024,927	$	1,177,763
Number of cash advances written (not in thousands):
By the Company		3,541,588		3,681,396		2,310,643
By third-party lenders (a) (e) (h)		1,255,001		1,218,857		779,480
Aggregate number of cash advances written (a) (g)		4,796,589		4,900,253		3,090,123
Average amount per cash advance written (not in thousands):
Funded by the Company	$	394	$	372	$	354
Funded by third-party lenders (a) (e) (h)		560		537		463
Aggregate average amount per cash advance(a) (g)	$	433	$	413	$	381
Cash advance customer balances due (gross):
Owned by the Company (d)	$	105,345	$	113,824	$	99,488
Owned by third-party lenders (a) (e) (h)		35,182		34,580		24,687
Aggregate cash advance balances due (gross) (a) (g)	$	140,527	$	148,404	$	124,175
Total locations offering cash advances at end of year		679		735		718
Average total locations offering cash advances		723		725		713
Number of states with online lending at end of period		32		32		29
Number of foreign countries with online lending at end of period		1		1		—
Number of states and other jurisdictions with card services at end of period		53		—		—

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	Year Ended December 31,
	2008			2007			2006
CHECK CASHING OPERATIONS (Mr. Payroll):
Centers in operation at end of year (not in thousands):
Company-owned locations		5			5			5
Franchised locations (a)		128			134			131
Combined centers in operation at end of year (a)		133			139			136
Revenue from Company-owned locations	$	400		$	484		$	569
Revenue from franchise royalties and other		2,988			3,135			3,356
Total revenue (d)	$	3,388		$	3,619		$	3,925
Face amount of checks cashed:
Company-owned locations	$	29,487		$	33,746		$	38,446
Franchised locations (a)		1,250,044			1,260,995			1,269,724
Combined face amount of check cashed (a)	$	1,279,531		$	1,294,741		$	1,308,170
Fees collected from customers:
Company-owned locations	$	400		$	484		$	569
Franchised locations (a)		17,625			17,678			17,889
Combined fees collected from customers (a)	$	18,025		$	18,162		$	18,458
Fees as a percentage of check cashed:
Company-owned locations		1.4	%		1.4	%		1.5	%
Franchised locations (a)		1.4			1.4			1.4
Combined fees as a percentage of check cashed (a)		1.4	%		1.4	%		1.4	%
Average check cashed (not in thousands):
Company-owned locations	$	405		$	392		$	393
Franchised locations (a)		455			436			421
Combined average check cashed (a)	$	454		$	435		$	420

(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.
(b)	Includes Cash America Pawn and Prenda Fácil, a chain of pawnshops located in central and southern Mexico, in which the Company acquired an 80% interest on December 16, 2008. The statistics above include 100% of Prenda Fácil’s operations from December 16, 2008 through December 31, 2008.
(c)	Includes cash advance activities at the Company’s pawn lending locations.
(d)	Amounts recorded in the Company’s consolidated financial statements.
(e)	Cash advances written by third-party lenders that were arranged, marketed or processed by the Company on behalf of the third-party lenders.
(f)	Includes cash advance activities at the Company’s cash advance storefront locations and through the Company’s internet and card services distribution channels.
(g)	Includes (i) cash advances written by the Company, and (ii) cash advances written by third-party lenders that were arranged, marketed or processed by the Company on behalf of the third-party lenders.
(h)	Cash advances issued by a third-party lender utilizing the Company as a processor to process these cash advances under a line of credit offered on certain stored-value and payroll cards issued by such lender. The Company acquires a participation interest in the cash advance receivables generated through this program. Cash advance fees associated with the Company’s card services activities 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. (Note: the Company did not commence business in the card services distribution channel until the third quarter of 2008).

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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 total revenue reduced by the cost of merchandise sold and by the cash advance loss provision expense during the period. Therefore, the components of consolidated net revenue reduced by the cash advance loss provision are: 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 mostly of check cashing fees but includes royalties and small miscellaneous other revenue items generated through ancillary products offered in stores.

     During 2008, net revenue, net of the cash advance loss provision, increased 12.8% from $527.4 million to $594.7 million. 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 contributions from pawn lending activities, defined as finance and service charges plus the profit of the disposition of merchandise, accounted for 60%, 59% and 65% of net revenue, net of loan losses for 2008, 2007 and 2006, respectively and remains the dominant component of net revenue, net of loan losses for the Company. The following graphs show consolidated net revenue reduced for the provision for loan losses and depicts the mix of the components of net revenue, net of losses for the fiscal years ended December 31, 2008, 2007 and 2006:

Contribution to Increase in Net Revenue, Reduced by Cash Advance Loss Provision. The Company’s net revenue, reduced by loan losses increased $67.3 million, or 12.8%, and $97.4 million, or 22.6%, for the years ended December 31, 2008 and 2007, respectively, compared to the prior year periods. Net revenue from pawn lending activities in the current year contributed 66% of the increase due primarily to greater finance and service charges on higher average loan balances and increased profit on higher disposition volumes of merchandise. The more significant contribution to year over year growth from pawn lending activities returns follows a disproportionate higher contribution to growth of net cash advance fees in 2007 compared to the prior year. In the prior year of 2007, cash advance fees, reduced by loan losses contributed 66% of the increase, primarily due to the additional revenue and subsequent growth in revenue that followed the September 2006 acquisition of the online cash advance business. These trends are depicted in the following graphs:

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Year Ended 2008 Compared to Year Ended 2007

Consolidated Net Revenue. Consolidated net revenue increased $52.8 million, or 7.7%, to $735.4 million during 2008 from $682.6 million during 2007. The following table sets forth 2008 and 2007 net revenue by operating segment (dollars in thousands):

	2008		2007		Increase/(Decrease)
Cash advance operations components:
Storefront	$	115,483	$	137,979	$	(22,496	)	(16.3	)%
Internet lending		221,324		184,729		36,595		19.8
Card services		2,153		—		2,153		N/A
Total cash advance operations	$	338,960	$	322,708	$	16,252		5.0	%
Pawn lending operations		393,086		356,275		36,811		10.3
Check cashing operations		3,388		3,619		(231	)	(6.4	)
Consolidated net revenue	$	735,434	$	682,602	$	52,832		7.7	%

     The components of consolidated net revenue are finance and service charges from pawn loans, which increased $24.0 million; profit from the disposition of merchandise, which increased $20.3 million; total cash advance fees generated from all sources, which increased $9.4 million; and combined segment revenue from check cashing fees, royalties and other, which decreased $0.9 million, which combine for the net increase of 7.7%, or $52.8 million. Net revenue from pawn lending operations is comprised primarily of finance and service charges and profit from disposition of merchandise, both of which increased in 2008 as compared to 2007, and includes the cash advance fees from pawn locations, which decreased in 2008 compared to the prior year period. Net revenue from the cash advance operations is described by distribution platform to reflect trends in revenue by source. Cash advance fees generated from the card services business includes other miscellaneous fees related to those card services, such as marketing and processing fees. During 2008, the contribution of cash advance revenue from storefront activities decreased as the Company adjusted underwriting to reduce loss exposure and closed locations in various markets. This decrease in storefront cash advance revenue was generally offset by growth in the Company’s online distribution platform during the year.

Finance and Service Charges. Finance and service charges from pawn loans increased $24.0 million, or 14.9%, from $161.0 million in 2007 to $185.0 million in 2008. The increase is due primarily to higher loan

38

balances attributable to the increased amount of pawn loans written through existing and new locations added during 2007 and 2008. An increase in the average balance of pawn loans outstanding contributed $21.1 million of the increase and the higher annualized yield, which is a function of the blend in permitted rates for fees and service charges on pawn loans in all operating locations of the Company, contributed $2.9 million of the increase. In addition, the Company’s decision to reduce the maximum loan term from 90 days to 60 days in 198 pawn locations in the last half of 2007 contributed to higher reported pawn loan yields and contributed to better performance in the portfolio, as customer payments of finance and service charges occurred earlier and the maximum amount of fees and services charges would be lower as an overall percentage of the loan amount.

     The average balances of loans outstanding during 2008 increased by $16.8 million, or 13.1%, compared to 2007. The increase was driven by an 11.1% increase in the average amount per loan outstanding and a 1.8% increase in the average number of pawn loans outstanding during 2008. Management believes that the increase in the average amount per loan outstanding is attributable to higher gold prices allowing for greater loan amounts for loans secured by gold collateral.

     Pawn loan balances in domestic locations and foreign locations combined at December 31, 2008 were $168.7 million, which was 22.9% higher than at December 31, 2007. Annualized loan yield was 128.8% in 2008, compared to 125.5% in 2007. Pawn loan balances for same stores (stores that have been open for at least twelve months) at December 31, 2008 increased $14.4 million, or 10.5%, as compared to December 31, 2007. On December 16, 2008, the company completed the acquisition of Prenda Fácil, a chain of pawnshops based in Mexico, which had pawn loans receivable of MXP 230.6 million (Mexican pesos), or USD $16.7 million as of December 31, 2008.

Profit 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 2008 as compared to 2007 (dollars in thousands):

	Year Ended December 31,
	2008									2007
	Merchan-			Refined							Merchan-			Refined
	dise			Gold			Total				dise			Gold			Total
Proceeds from disposition	$	286,952		$	178,703		$	465,655			$	276,794		$	120,027		$	396,821
Profit on disposition	$	117,673		$	52,622		$	170,295			$	112,090		$	37,939		$	150,029
Profit margin		41.0	%		29.4	%		36.6	%			40.5	%		31.6	%		37.8	%
Percentage of total profit		69.1	%		30.9	%		100.0	%			74.7	%		25.3	%		100.0	%

     The total proceeds from disposition of merchandise and refined gold increased $68.8 million, or 17.4%, and the total profit from the disposition of merchandise and refined gold increased $20.3 million, or 13.5%, primarily due to higher disposition activities consistent with higher levels of pawn loan balances, which typically increases the amount of unredeemed loans and related merchandise for disposition. Overall gross profit margin decreased from 37.8% in 2007 to 36.6% in 2008. Excluding the effect of the disposition of refined gold, the profit margin on the disposition of merchandise (including jewelry sales) increased to 41.0% in 2008 from 40.5% in 2007. The gross profit margin in 2008 was positively impacted by a $1.2 million dollar reduction in the inventory valuation allowance during the fourth quarter of the current year, primarily due to a modification of the methodology used to assess the adequacy of this allowance. Excluding the impact of this modification on the total cost of disposed merchandise the gross profit margin would have been $169.1 million, or 36.3%, and, on merchandise excluding refined gold, the gross profit margin would have been $117.1 million, or 40.8%. The profit margin on the disposition of refined gold decreased to 29.4% in 2008 from 31.6% in 2007, primarily due to the higher advance rates on loans secured by gold following the increase in the market prices for gold in 2007 and early 2008. The Company also experienced a 21% increase in the volume of refined gold sold during 2008, primarily due to a rising amount

39

of pawn loans secured by jewelry, the liquidation of jewelry inventory, and the sale of gold items purchased directly from customers.

     Proceeds from disposition of merchandise, excluding refined gold, increased $10.2 million, or 3.7%, in 2008, primarily due to the higher levels of retail sales activity that was supported by higher levels of merchandise available for disposition entering into 2008. The consolidated merchandise turnover rate increased to 2.9 times in 2008 from 2.7 times in 2007 as management emphasized disposition of merchandise in 2008. Management expects that the profit margin on the disposition of merchandise will likely trend slightly below current levels mainly due to the weak economic environment which could reduce consumers’ appetite for retail purchases and an increase in the percentage mix of refined gold sales, which typically have lower gross profit margins.

     Management emphasized disposition activities throughout the year but particularly in the second half of 2008, which resulted in the improved mix of merchandise under one year old but also contributed to lower gross profit margins in the second half of 2008. The table below summarizes the age of merchandise held for disposition before valuation allowance of $0.7 million and $2.0 million, respectively, at December 31, 2008 and 2007 (dollars in thousands).

	2008					2007
	Amount		%			Amount		%
Merchandise held for 1 year or less —
Jewelry	$	72,780		66.1	%	$	60,702		60.6	%
Other merchandise		28,979		26.3			29,437		29.4
		101,759		92.4			90,139		90.0
Merchandise held for more than 1 year —
Jewelry		5,306		4.8			6,264		6.3
Other merchandise		3,128		2.8			3,731		3.7
		8,434		7.6			9,995		10.0
Total merchandise held for disposition	$	110,193		100.0	%	$	100,134		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 was reduced from $2.0 million as of December 31, 2007 to $0.7 million as of December 31, 2008, representing 0.6% of the balance of merchandise held for disposition at December 31, 2008. The Company conducts multiple physical count assessments of merchandise in all of its locations and immediately records the results of those activities directly to the income statement. For the trailing six months ended December 31, 2008, the merchandise shortages charged to income was $0.4 million, approximately 0.2% of merchandise sales for the same period. This change causes the increase in merchandise balance to be higher than it would have been if the allowance had not changed. Applying the prior year allowance of $2.0 million, reported net merchandise levels would have been up only 10.3%, compared to the currently reported increase from 2007 to 2008 of 11.6%.

Cash Advance Fees. Cash advance fees increased $9.4 million, or 2.6%, to $364.6 million in 2008, as compared to $355.2 million in 2007. The increase in revenue from cash advance fees is predominantly due to the increase in customers using the Company’s online distribution channel, which offset the 17.3% decrease in cash advance fees from storefront activities. Storefront cash advance fees and cash advance fees generated in pawn locations decreased 17.2% in 2008 as the Company adjusted underwriting criteria late in 2007 to reduce losses on cash advance loans and closed 56 storefront cash advance locations during the year.

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     As of December 31, 2008, cash advance products were available in 679 lending locations, including 431 pawnshops 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 $28.3 million, or 17.1%, to $137.3 million in 2008 compared to $165.6 million in 2007.

     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 products from independent third-party lenders for customers. Cash advance fees associated with the Company’s card services activities 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. See further discussion in Note 4 of Notes to Consolidated Financial Statements. Although cash advance transactions may take the form of loans or deferred check deposit 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.

     The following table sets forth cash advance fees by operating segment for the years ended December 31, 2008 and 2007 (dollars in thousands):

	2008		2007		Inc./(Dec.)
Cash advance operations components:
Storefront	$	106,294	$	128,454	$	(22,160	)	(17.3	)%
Internet lending		221,319		184,724		36,595		19.8
Card services		2,150		—		2,150		N/A
Total cash advance operations	$	329,763	$	313,178	$	16,585		5.3	%
Pawn lending operations		34,840		42,018		(7,178	)	(17.1	)
Consolidated cash advance fees	$	364,603	$	355,196	$	9,407		2.6	%

     The dollar value of cash advances written increased $51.6 million, or 2.6%, to $2.1 billion in 2008 from $2.0 billion in 2007. These amounts include $702.9 million in 2008 and $654.8 million in 2007 extended to customers by all independent third-party lenders. The average amount per cash advance increased to $433 from $413, primarily due to the mix within the portfolio (with a larger percent in markets allowing for larger loans) and adjustments to underwriting criteria. The outstanding combined portfolio balance of cash advances decreased $7.9 million, or 5.3%, to $140.5 million at December 31, 2008 from $148.4 million at December 31, 2007. Those amounts included $105.3 million and $113.8 million at December 31, 2008 and 2007, respectively, which are included in the Company’s consolidated balance sheet. An allowance for losses of $21.5 million and $25.7 million has been provided in the consolidated financial statements for December 31, 2008 and 2007, respectively, which is netted against the outstanding cash advance amounts on the Company’s consolidated balance sheets.

     In June 2008, the Governor of Ohio signed into law legislation that capped the annual percentage rate, as defined in the statute (“APR”), on payday loans in that state at 28%, which effectively eliminated the profitability of the existing cash advance product in Ohio. Upon the new law becoming effective in the fourth quarter of 2008, the Company’s online business and its Ohio storefronts, including the remaining Ohio locations, began offering customers short-term unsecured loans governed by the Ohio Second Mortgage Loan statute, and most of the remaining Ohio Cashland locations also began offering gold buying services.

     Going forward, management believes that the amount of cash advances written will be lower in the first half of 2009 compared to the prior year. The reduced volume is expected primarily due to 56 closed storefront locations during 2008 and changes in, or the elimination of, earnings attributable to certain cash advance markets that contributed to volume and revenue during 2008 as described below. Management also anticipates lower levels of consolidated cash advance fees for the first half of 2009 as a result of regulatory changes in the economics of cash advance products in the states of Florida and Ohio. Management believes

41

that potential growth from new and existing markets for cash advance products may offset this loss of volume and revenue by the second half of 2009.

     The following table summarizes cash advances outstanding at December 31, 2008 and 2007 and contains certain non-Generally Accepted Accounting Principles (“non-GAAP”) measures with respect to the cash advances owned by third-party lenders that are not included in the Company’s consolidated balance sheets. The Company believes that presenting these non-GAAP measures is meaningful and necessary because management evaluates and measures the cash advance portfolio performance on an aggregate basis (dollars in thousands):

	2008			2007
Funded by the Company (a)
Active cash advances and fees receivable	$	69,443		$	76,620
Cash advances and fees in collection		21,147			24,099
Total funded by the Company (a)		90,590			100,719
Funded by third-party lenders (b) (c)
Active cash advances and fees receivable		37,458			34,580
Cash advances and fees in collection		12,479			13,105
Total funded by third-party lenders (b) (c)		49,937			47,685
Combined gross portfolio (b) (d)		140,527			148,404
Less: Elimination of cash advances owned by third-party lenders		35,182			34,580
Company-owned cash advances and fees receivable, gross		105,345			113,824
Less: Allowance for losses		21,495			25,676
Cash advances and fees receivable, net	$	83,850		$	88,148
Allowance for loss on Company-owned cash advances	$	21,495		$	25,676
Accrued losses on third-party lender-owned cash advances		2,135			1,828
Combined allowance for losses and accrued third-party lender losses	$	23,630		$	27,504
Combined allowance for losses and accrued third-party lender losses as a % of combined gross portfolio (b) (d)		16.8	%		18.5	%

(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.
(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.
(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 decreased $876,000 to $15.5 million in 2008, or 5.3%, from $16.4 million in 2007, primarily due to a lower volume of checks being cashed, potentially due to an increase in competition, and the closing of storefront locations during 2008. The components of these revenue items are as follows (dollars in thousands):

	Year Ended December 31,
	2008								2007
	Pawn		Cash		Check				Pawn		Cash		Check
	Lending		Advance		Cashing		Total		Lending		Advance		Cashing		Total
Check cashing fees	$	646	$	4,908	$	400	$	5,954	$	780	$	5,684	$	485	$	6,949
Royalties		713		—		2,926		3,639		555		—		3,064		3,619
Other		2,385		3,502		61		5,948		1,933		3,846		70		5,849
	$	3,744	$	8,410	$	3,387	$	15,541	$	3,268	$	9,530	$	3,619	$	16,417

Operations Expenses. Consolidated operations expenses, as a percentage of total revenue, were 31.8% in 2008 compared to 33.0% in 2007. These expenses increased $21.9 million, or 7.1%, in 2008 compared to 2007. Pawn lending operating expenses increased $16.7 million, or 8.5%, primarily due to higher personnel costs, increased occupancy expenses and an increase in store level incentives. Cash advance operating expenses increased $5.1 million, or 4.7%, primarily as a result of the growth and development of the Company’s business that offers cash advances online.

     As a multi-unit operator in the consumer finance industry, the Company’s operations expenses, excluding loan losses, 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 78.1% of total operations expenses in 2008 and 78.2% in 2007. The comparison is as follows (dollars in thousands):

			% of					% of
	2008		Revenue			2007		Revenue
Personnel	$	180,042		17.5	%	$	168,315		18.1	%
Occupancy		76,485		7.4			71,185		7.7
Other		71,832		6.9			66,956		7.2
Total	$	328,359		31.8	%	$	306,456		33.0	%

     The Company had a total of $3.2 million of personnel and occupancy charges in 2008 associated with the closing of 56 locations in Texas, California, Ohio and Illinois during the year. Of the $3.2 million, approximately $1.6 million was charged to personnel expenses related to store closures and the realignment of operations management, and approximately $1.6 million was charged to occupancy expenses related to lease terminations. Excluding these one-time charges, total operating expenses would have been $325.2 million, an increase of 6.1% over 2007.

     Aside from the costs directly attributable to the closing of locations and realignment of operations during the year, the increase in personnel expenses is mainly due to increases in store level incentives, higher staffing levels, the growth in the Company’s online distribution channel, normal recurring salary adjustments and higher health insurance costs. The increase in occupancy expense is primarily due to recurring rent increases, as well as higher utility costs and property taxes. The increase in other operations expenses was primarily due to $4.2 million of costs associated with development activities supporting a referendum to overturn recent Ohio legislation and due to an increase in selling and other administrative expenses.

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Administration Expenses. Consolidated administration expenses, as a percentage of total revenue, were 7.6% in 2008 compared to 5.9% in 2007. The components of administration expenses are as follows (dollars in thousands):

			% of					% of
	2008		Revenue			2007		Revenue
Personnel	$	52,634		5.1	%	$	35,223		3.8	%
Other		25,361		2.5			20,051		2.1
Total	$	77,995		7.6	%	$	55,274		5.9	%

     The significant increase in administrative expense was primarily due to a variety of factors, including health and workers compensation insurance increases, higher management incentives due to performance, increased infrastructure spending at the Company’s online lending facilities and management realignment expenses. The Company significantly realigned its administrative activities during the fourth quarter of 2008 to create a more efficient structure more closely aligned with the current business environment, which resulted in a one-time charge to earnings of $3.3 million in severance and related compensation expenses in 2008.

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 the allowance carried against the outstanding company-owned cash advance portfolio (including participation interest 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 $14.5 million to $140.7 million in 2008, from $155.2 million in 2007. The loss provision expense as a percentage of gross cash advances written was lower in 2008, decreasing to 6.8% compared to 7.7% in the prior year. The loss provision as a percentage of cash advance fees decreased to 38.6% in 2008 from 43.7% in 2007. The lower loss provision is primarily due to an improved mix of customers, which is more heavily weighted to customers with better histories of repayment of loans and a lower concentration of customers with no performance history, and a higher percentage of collections on loans that were past due. In addition, management adjusted underwriting late in 2007 in an effort to reduce bad debt.

     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. The table below shows the Company’s sequential loss experience for each of the calendar quarters and full fiscal years of 2008 and 2007 under a variety of metrics used by the Company to evaluate performance. Management believes that the higher loss levels experienced in 2007 were due to a large increase in new customers during the early part of the year. 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 2007, as sequential loss rates decreased from the third quarter to the fourth quarter. Management believes that this sequential decrease during 2007 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 business beginning in the last half of 2007, including additional underwriting guidelines and more emphasis on collections activities. These changes accounted for a smaller portion of the decrease in loss rates in relation to the customer composition mix, but loss levels in this business have been reduced compared to the prior year. Management believes that the sequential trend in cash advance loan losses will

44

return to its more traditional trend of lowest loss levels in the first quarter and will increase sequentially thereafter as it did in 2008.

	2008
	First			Second			Third			Fourth			Fiscal
	Quarter			Quarter			Quarter			Quarter			Year
Combined cash advance loss provision as a % of combined cash advances written (a) (b)		5.5	%		6.5	%		7.6	%		7.3	%		6.8	%
Charge-offs (net of recoveries) as a % of combined cash advances written (a) (b)		6.5	%		5.2	%		8.1	%		8.0	%		7.0	%
Combined cash advance loss provision as a % of cash advance fees (a) (b)		31.8	%		37.4	%		42.5	%		42.1	%		38.6	%
Combined cash advances and fees receivable, gross(a) (b)	$	124,463		$	145,653		$	143,351		$	140,527		$	140,527
Combined allowance for losses on cash advances		22,803			29,710			27,258			23,630			23,630
Combined cash advances and fees receivable, net(a) (b)	$	101,660		$	115,943		$	116,093		$	116,897		$	116,897
Combined allowance for losses and accrued third-party lender losses as a % of combined gross portfolio (a) (b)		18.3	%		20.4	%		19.0	%		16.8	%		16.8	%

	2007
	First			Second			Third			Fourth			Fiscal
	Quarter			Quarter			Quarter			Quarter			Year
Combined cash advance loss provision as a % of combined cash advances written (a) (b)		7.4	%		8.4	%		8.1	%		6.8	%		7.7	%
Charge-offs (net of recoveries) as a % of combined cash advances written (a) (b)		6.5	%		6.5	%		8.3	%		7.8	%		7.3	%
Combined cash advance loss provision as a % of cash advance fees (a) (b)		41.7	%		48.7	%		45.7	%		38.8	%		43.7	%
Combined cash advances and fees receivable, gross(a) (b)	$	115,547		$	139,576		$	144,779		$	148,404		$	148,404
Combined allowance for losses on cash advances		24,394			33,996			32,757			27,504			27,504
Combined cash advances and fees receivable, net(a) (b)	$	91,153		$	105,580		$	112,022		$	120,900		$	120,900
Combined allowance for losses and accrued third-party lender losses as a % of combined gross portfolio (a) (b)		21.1	%		24.4	%		22.6	%		18.5	%		18.5	%

(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.

(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. (Note: The Company did not commence business in the card services distribution channel until the third quarter of 2008).

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     The following table summarizes the cash advance loss provision and combined allowance for losses and accrued third-party lender losses for the years ended and at December 31, 2008 and 2007, and contains certain non-GAAP measures with respect to the cash advances written by third-party lenders that are not included in the Company’s consolidated balance sheets and related statistics. The Company believes that presenting these non-GAAP measures is meaningful and necessary because 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 (dollars in thousands).

	Year Ended December 31,
	2008			2007
Cash advance loss provision:
Loss provision on Company-owned cash advances	$	140,416		$	154,565
Loss provision on third-party owned cash advances		307			673
Combined cash advance loss provision	$	140,723		$	155,238
Charge-offs, net of recoveries	$	144,597		$	148,402
Cash advances written:
By the Company (a)	$	1,373,642		$	1,370,167
By third-party lenders (b) (c)		702,933			654,760
Combined cash advances written (b) (d)	$	2,076,575		$	2,024,927
Combined cash advance loss provision as a % of combined cash advances written (b)(d)		6.8	%		7.7	%
Charge-offs (net of recoveries) as a % of combined cash advances written (b)(d)		7.0	%		7.3	%

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

     During 2008, the Company’s online distribution channel sold selected cash advances which had been previously written off. These sales generated proceeds of $4.7 million. Those proceeds were recorded as recoveries on losses previously charged to the allowance for losses.

Depreciation and Amortization. Depreciation and amortization expense as a percentage of total revenue increased to 3.8% in 2008 from 3.5% in 2007. Total depreciation and amortization expenses increased $7.5 million, or 23.4%, primarily due to accelerated depreciation costs related to planned store closures as well as accelerated depreciation on legacy computer hardware which will be replaced during the deployment of the Company’s new point-of-sale system. Management expects the implementation of the new point-of-sale system, which is expected to occur late in 2010, will result in a substantial increase in depreciation expense.

Interest Expense. Interest expense as a percentage of total revenue was 1.6% in 2008 and 1.7% in 2007. Interest expense was flat at $16.0 million for 2008 and 2007. The Company had a higher average amount of floating rate debt outstanding ($211.2 million during 2008 and $121.3 million during 2007), which was

46

offset by a lower weighted average interest rate on floating rate debt (3.9% during 2008 compared to 6.3% during 2007). The average amount of total debt outstanding increased during 2008 to $324.8 million from $249.8 million during 2007. The effective blended borrowing cost was 4.7% in 2008 and 6.4% in 2007.

Interest Income. Interest income decreased $0.7 million to $0.3 million in 2008 compared to $1.0 million in 2007. The interest income in 2007 was primarily from the two notes receivable denominated in Swedish kronor that the Company held in connection with its 2004 sale of its foreign pawn lending operations. These notes were sold in August 2007. The interest income in 2008 was primarily from a note receivable with PBSI, which was paid in full when the assets of PBSI were acquired in July 2008.

Foreign Currency Transaction Gain (Loss). The Company held two notes receivable denominated in Swedish kronor until they were sold in August 2007. Exchange rate changes between the United States dollar and the Swedish kronor resulted in a net gain of $63,000 (including a gain of $52,000 from foreign currency forward contracts) in 2007.

In July 2007, the Company began offering cash advances to residents of the United Kingdom. The functional currency of the Company’s United Kingdom operations is the British pound. In June 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. In 2008 and 2007, the Company recorded foreign currency transaction losses of approximately $177,000 and $87,000, respectively.

Income Taxes. The Company’s effective tax rate for 2008 was 38.9% as compared to 36.4% for 2007. The Company recognized a one-time $1.1 million deferred tax benefit during 2007 as a result of a change in Texas law enacted during that period. The Company incurred $4.4 million of nondeductible expenses during 2008 primarily related to development activities leading up to an industry referendum and efforts to overturn the provisions in Ohio law in the November 2008 election. Excluding the one-time Texas deferred tax benefit, the effective rate for 2007 would have been 37.3%. If the current year expense related to the development activities surrounding the change in Ohio law were deductible, the effective tax rate for 2008 would be 37.7%.

Year Ended 2007 Compared to Year Ended 2006

Consolidated Net Revenue. Consolidated net revenue increased $193.0 million, or 39.4%, to $682.6 million during 2007 from $489.6 million during 2006. The following table sets forth 2007 and 2006 net revenue by operating segment (dollars in thousands):

	2007		2006		Increase/(Decrease)
Cash advance operations components:
Storefront	$	137,979	$	130,106	$	7,873		6.1	%
Internet lending		184,729		30,483		154,246		506.0
Total cash advance operations	$	322,708	$	160,589	$	162,119		101.0	%
Pawn lending operations		356,275		325,071		31,204		9.6
Check cashing operations		3,619		3,925		(306	)	(7.8	)
Consolidated net revenue	$	682,602	$	489,585	$	193,017		39.4	%

     The components of consolidated net revenue are finance and service charges from pawn loans, which increased $11.5 million; profit from the disposition of merchandise, which increased $20.9 million; cash advance fees generated from pawn locations, cash advance locations and via the internet distribution channel, which increased $160.1 million; and combined segment revenue from check cashing fees, royalties and other, which increased $516,000. Net revenue from pawn lending operations includes finance and service charges and profit from disposition of merchandise, both of which increased in 2007 as compared to 2006, as well as cash advance fees from pawn locations, which decreased in 2007 compared to the prior

47

year period. The increase in net revenue from cash advance operations of 101.0% was primarily due to the inclusion of the operating results of CashNetUSA for the full year in 2007.

Finance and Service Charges. Finance and service charges from pawn loans increased $11.5 million, or 7.7%, from $149.5 million in 2006 to $161.0 million in 2007. The increase is due primarily to higher loan balances attributable to the increased amount of pawn loans written through existing and new locations added during 2006 and 2007. An increase in the average balance of pawn loans outstanding contributed $9.1 million of the increase and the higher annualized yield, which is a function of the blend in permitted rates for fees and service charges on pawn loans in all operating locations of the Company, contributed $2.4 million of the increase. In addition, the Company’s decision to reduce the maximum loan term from 90 days to 60 days in 198 pawn locations in the last half of 2007 contributed to higher reported pawn loan yields as the average balance of loans outstanding declined and customer payments of finance and service charges occurred earlier than in prior periods.

     The average balances of pawn loans outstanding during 2007 increased by $7.3 million, or 6.1%, compared to 2006. The increase was driven by a 9.9% increase in the average amount per loan outstanding that was partially offset by a 3.5% decrease in the average number of pawn loans outstanding during 2007. Management believes that the decrease in the average number of pawn loans outstanding could be related to the fact that higher advance rates on loans secured by gold collateral, such as jewelry, can allow customers to reduce the number of loans necessary to achieve their needs. In addition, the decrease in loan term from 90 to 60 days reduces the number of loans outstanding, as unredeemed loans that would have remained in the 90-day loan cycle for the complete term are eliminated earlier in the 60-day loan cycle.

     Pawn loan balances at December 31, 2007 were $137.3 million, which was 7.8% higher than at December 31, 2006. Annualized loan yield was 125.5% in 2007, compared to 123.6% in 2006. Pawn loan balances for same stores (stores that have been open for at least twelve months) at December 31, 2007 increased $8.4 million, or 6.6%, as compared to December 31, 2006.

Profit 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 2007 as compared to 2006 (dollars in thousands):

	Year Ended December 31,
	2007									2006
	Merchan-			Refined							Merchan-			Refined
	dise			Gold			Total				dise			Gold			Total
Proceeds from disposition	$	276,794		$	120,027		$	396,821			$	255,538		$	78,498		$	334,036
Profit on disposition	$	112,090		$	37,939		$	150,029			$	105,222		$	23,885		$	129,107
Profit margin		40.5	%		31.6	%		37.8	%			41.2	%		30.4	%		38.7	%
Percentage of total profit		74.7	%		25.3	%		100.0	%			81.5	%		18.5	%		100.0	%

     The total proceeds from disposition of merchandise and refined gold increased $62.8 million, or 18.8%, and the total profit from the disposition of merchandise and refined gold increased $20.9 million, or 16.2%, primarily due to higher levels of retail sales and disposition of refined gold. Overall gross profit margin decreased slightly from 38.7% in 2006 to 37.8% in 2007. Excluding the effect of the disposition of refined gold, the profit margin on the disposition of merchandise (including jewelry sales) decreased to 40.5% in 2007 from 41.2% in 2006. The profit margin on the disposition of refined gold increased to 31.6% in 2007 from 30.4% in 2006 primarily due to the higher market prices for gold, which in turn caused the hedge-adjusted selling price per ounce to increase 23.4% in 2007 compared to 2006. The Company also experienced a 24% increase in the volume of refined gold sold during 2007, which is generally in line with the increase in pawn loan balances for the period, primarily due to higher pawn loans on jewelry, the liquidation of jewelry inventory and the sale of gold items purchased directly from customers.

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     Proceeds from disposition of merchandise, excluding refined gold, increased $21.3 million, or 8.3%, in 2007 primarily due to the higher levels of retail sales activity that was supported by higher levels of merchandise available for disposition entering into 2007 and the net addition of 10 pawnshop locations. The consolidated merchandise turnover rate was 2.7 times in both 2007 and 2006.

     The table below summarizes the age of merchandise held for disposition before valuation allowance of $2.0 million and $1.9 million, respectively, at December 31, 2007 and 2006 (dollars in thousands).

	2007					2006
	Amount		%			Amount		%
Merchandise held for 1 year or less —
Jewelry	$	60,702		60.6	%	$	52,087		58.6	%
Other merchandise		29,437		29.4			28,302		31.8
		90,139		90.0			80,389		90.4
Merchandise held for more than 1 year —
Jewelry		6,264		6.3			5,280		5.9
Other merchandise		3,731		3.7			3,261		3.7
		9,995		10.0			8,541		9.6
Total merchandise held for disposition	$	100,134		100.0	%	$	88,930		100.0	%

Cash Advance Fees. Cash advance fees increased $160.1 million, or 82.1%, to $355.2 million in 2007 as compared to $195.1 million in 2006. The increase in revenue from cash advance fees is predominantly due to the increase in customers using the Company’s online distribution channel, which was acquired in September of 2006 and to a lesser extent, the increase and growth of storefront locations. As of December 31, 2007, cash advance products were available in 735 lending locations, including 431 pawnshops and 304 cash advance locations. In 319 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) increased $3.6 million, or 2.2%, to $165.2 million in 2007 compared to $161.6 million in 2006.

     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 products from independent third-party lenders for customers. (Although cash advance transactions may take the form of loans or deferred check deposit transactions, the transactions are referred to throughout this discussion as “cash advances” for convenience.)

     The following table sets forth cash advance fees by operating segment for the years ended December 31, 2007 and 2006 (dollars in thousands):

	2007		2006		Inc./(Dec.)
Cash advance operations components:
Storefront	$	128,454	$	120,946	$	7,508		6.2	%
Internet lending		184,724		30,483		154,241		506.0
Total cash advance operations	$	313,178	$	151,429	$	161,749		106.8	%
Pawn lending operations		42,018		43,676		(1,658	)	(3.8	)
Consolidated cash advance fees	$	355,196	$	195,105	$	160,091		82.1	%

     The dollar value of cash advances written increased $847.2 million, or 71.9%, to $2.0 billion in 2007 from $1.2 billion in 2006. These amounts include $654.8 million in 2007 and $360.6 million in 2006 extended to customers by all independent third-party lenders. The average amount per cash advance increased to $413 from $381 primarily due to the mix within the portfolio (with a larger percent in markets allowing for larger loans) and adjustments to underwriting criteria. The outstanding combined portfolio balance of cash advances increased $24.2 million, or 19.5%, to $148.4 million at December 31, 2007 from

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$124.2 million at December 31, 2006. Those amounts included $113.8 million and $99.5 million at December 31, 2007 and 2006, respectively, which are included in the Company’s consolidated balance sheet. An allowance for losses of $25.7 million and $19.5 million has been provided in the consolidated financial statements for December 31, 2007 and 2006, respectively, which is netted against the outstanding cash advance amounts on the Company’s consolidated balance sheets.

     The following table summarizes cash advances outstanding at December 31, 2007 and 2006 and contains certain non-Generally Accepted Accounting Principles (“non-GAAP”) measures with respect to the cash advances owned by third-party lenders that are not included in the Company’s consolidated balance sheets. The Company believes that presenting these non-GAAP measures is meaningful and necessary because management evaluates and measures the cash advance portfolio performance on an aggregate basis (dollars in thousands).

	2007			2006
Funded by the Company (a)
Active cash advances and fees receivable	$	76,620		$	69,489
Cash advances and fees in collection		24,099			24,499
Total funded by the Company (a)		100,719			93,988
Funded by third-party lenders (b) (c)
Active cash advances and fees receivable		34,580			24,721
Cash advances and fees in collection		13,105			5,466
Total funded by third-party lenders (b) (c)		47,685			30,187
Combined gross portfolio (b) (d)		148,404			124,175
Less: Elimination of cash advances owned by third-party lenders		34,580			24,687
Company-owned cash advances and fees receivable, gross		113,824			99,488
Less: Allowance for losses		25,676			19,513
Cash advances and fees receivable, net	$	88,148		$	79,975
Allowance for loss on Company-owned cash advances	$	25,676		$	19,513
Accrued losses on third-party lender-owned cash advances		1,828			1,153
Combined allowance for losses and accrued third-party lender losses	$	27,504		$	20,666
Combined allowance for losses and accrued third-party lender losses as a % of combined gross portfolio (b) (d)		18.5	%		16.6	%

(a)	Cash advances written by the Company for its own account in pawn locations, cash advance locations, and through the 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.
(c)	Cash advances written by third-party lenders that were arranged by the Company on behalf of the third-party lenders, all at the Company’s pawn locations, cash advance locations and through the internet distribution channel.
(d)	Includes (i) cash advances written by the Company, and (ii) cash advances written by third-party lenders that were 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 distribution channel.

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Check Cashing Fees, Royalties and Other. Check cashing fees, royalties and other income increased $516,000 to $16.4 million in 2007, or 3.2%, from $15.9 million in 2006, primarily due to expanded product offerings and their success in pawn locations and revenue growth in cash advance units. However, this growth has been partially inhibited by lower fees from check cashing activities due to a lower volume of checks being cashed potentially due to an increase in competition. The components of these revenue items are as follows (in thousands):

	Year Ended December 31,
	2007								2006
	Pawn		Cash		Check				Pawn		Cash		Check
	Lending		Advance		Cashing		Total		Lending		Advance		Cashing		Total
Check cashing fees	$	780	$	5,684	$	485	$	6,949	$	373	$	6,057	$	569	$	6,999
Royalties		555		—		3,064		3,619		569		—		3,173		3,742
Other		1,933		3,846		70		5,849		1,874		3,103		183		5,160
	$	3,268	$	9,530	$	3,619	$	16,417	$	2,816	$	9,160	$	3,925	$	15,901

Operations Expenses. Consolidated operations expenses, as a percentage of total revenue, were 33.0% in 2007 compared to 35.7% in 2006. These expenses increased $56.8 million, or 22.9%, in 2007 compared to 2006. Pawn lending operating expenses increased $14.0 million, or 7.8%, primarily due to higher personnel costs, increased occupancy expenses and an increase in store level incentives. Cash advance operating expenses increased $42.8 million, or 64.5%, primarily as a result of the acquisition of a business that offers cash advances online.

     As a multi-unit operator in the consumer finance industry, the Company’s operations expenses, excluding expenses related to loan losses, 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 78.2% of total operations expenses in 2007 and 82.2% in 2006. The comparison is as follows (dollars in thousands):

			% of					% of
	2007		Revenue			2006		Revenue
Personnel	$	168,315		18.1	%	$	140,632		20.2	%
Occupancy		71,185		7.7			63,926		9.2
Other		66,956		7.2			44,265		6.4
Total	$	306,456		33.0	%	$	248,823		35.8	%

     The increase in personnel expenses is mainly due to unit additions in 2007, an increase in staffing levels, the acquisition of CashNetUSA and normal recurring salary adjustments. The increase in occupancy expense is primarily due to unit additions, as well as higher utility costs and property taxes. The increase in other operations expenses was primarily due to an increase in marketing and selling expenses.

     The Company realigned its administrative activities during 2007 to create more direct oversight of operations. This change resulted in an increase in operations expenses late in 2007. For comparison purposes, the Company reclassified the same direct expenses from earlier periods out of administrative expenses and into operations expenses. The amounts reclassified in 2007 and 2006 were $3.0 million and $1.8 million, respectively. There was no change in the total amount of expenses related to this reclassification.

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Administration Expenses. Consolidated administration expenses, as a percentage of total revenue, were 5.9% in 2007 compared to 7.3% in 2006. The components of administration expenses are as follows (dollars in thousands):

			% of					% of
	2007		Revenue			2006		Revenue
Personnel	$	35,223		3.8	%	$	33,135		4.8	%
Other		20,051		2.2			16,733		2.4
Total	$	55,274		5.9	%	$	49,868		7.3	%

     Periodically the Company evaluates its reserves for health and workers’ compensation benefits. During 2007, the Company adjusted reserves downward consistent with past practices which reduced administrative expenses. Before the reduction in personnel expense from these credits, the increase in administration expenses was principally attributable to the acquisition of a business that offers cash advances online, increased staffing levels and annual salary adjustments. In addition, total administrative expenses in 2006 were offset by a gain of $773,000 recognized from a partial insurance settlement in 2006 related to hurricanes in 2005.

     The Company realigned its administrative activities during 2007 to create more direct oversight of operations. This change resulted in an increase in operations expenses late in 2007. For comparison purposes, the Company reclassified the same direct expenses from earlier periods out of administrative expenses and into operations expenses. The amounts reclassified in 2007 and 2006 were $3.0 million and $1.8 million, respectively. There was no change in the total amount of expenses related to this reclassification.

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 the allowance carried against the outstanding company-owned cash advance portfolio 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 with the full amount of the customer’s obligations being completely reserved when they become 60 days past due. The cash advance loss provision increased $95.6 million to $155.2 million in 2007, compared to $59.6 million in 2006. An increased volume of cash advances contributed $79.0 million of the increase in the loss provision with the remaining increase of $16.6 million attributable to higher loss rates.

     Total charge-offs less recoveries divided by total cash advances written increased in 2007 to 7.3% compared to 3.9% in 2006. The loss provision expense as a percentage of cash advances written was higher in 2007, increasing to 7.7% compared to 5.1% in the prior year. The loss provision as a percentage of cash advance fees increased to 43.7% in 2007 from 30.5% in 2006. These increases are mostly attributable to a significant increase in cash advance receivable balances and the greater mix of cash advance balances from online customers, which historically generates a higher loss rate. In addition, this increase in loss rates and losses as a percent of fees was weighted heavily in the first six months of 2007 due to a significant increase in new customers over that period as a result of opening new markets for the online distribution channel in late 2006 and early 2007.

     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. The table below shows the Company’s sequential loss experience for each of the calendar quarters under multiple metrics used by the Company to evaluate performance. Management believes that the increase in loss levels experienced early in 2007 was due to a large increase in new customers during the early part of the year. Typically, the normal business cycle leads sequential losses, as measured by the current period loss provision as a percentage of combined loans written in the period, to be lowest in the first quarter and increase throughout the year, with the final two quarters experiencing the peak levels of losses. During 2007, the quarterly sequential performance

52

deviated from this typical cycle as sequential loss rates decreased from the second to the third quarter and from the third quarter to the fourth quarter. Management believes that this sequential decrease was mainly due to the increase in customers who had established borrowing histories as a percent of all customers in the later 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 business beginning in the last half of 2007, including additional underwriting guidelines and more emphasis on collections activities. These changes accounted for a smaller portion of the decrease in relation to the customer composition mix.

	2007
	First			Second			Third			Fourth			Fiscal
	Quarter			Quarter			Quarter			Quarter			Year
Combined cash advance loss provision as a % of combined cash advances written (a) (b)		7.4	%		8.4	%		8.1	%		6.8	%		7.7	%
Charge-offs (net of recoveries) as a % of combined cash advances written (a) (b)		6.5	%		6.5	%		8.3	%		7.8	%		7.3	%
Combined cash advance loss provision as a % of cash advance fees (a) (b)		41.7	%		48.7	%		45.7	%		38.8	%		43.7	%
Combined cash advances and fees receivable, gross(a) (b)	$	115,547		$	139,576		$	144,779		$	148,404		$	148,404
Combined allowance for losses on cash advances		24,394			33,996			32,757			27,504			27,504
Combined cash advances and fees receivable, net(a) (b)	$	91,153		$	105,580		$	112,022		$	120,900		$	120,900
Combined allowance for losses and accrued third-party lender losses as a % of combined gross portfolio (a) (b)		21.1	%		24.4	%		22.6	%		18.5	%		18.5	%

	2006
	First			Second			Third			Fourth			Fiscal
	Quarter			Quarter			Quarter			Quarter			Year
Combined cash advance loss provision as a % of combined cash advances written (a) (b)		2.1	%		4.5	%		5.9	%		6.3	%		5.1	%
Charge-offs (net of recoveries) as a % of combined cash advances written (a) (b)		3.5	%		2.7	%		4.8	%		4.2	%		3.9	%
Combined cash advance loss provision as a % of cash advance fees (a) (b)		12.5	%		27.4	%		36.2	%		37.3	%		30.5	%
Combined cash advances and fees receivable, gross(a) (b)	$	47,879		$	63,682		$	97,732		$	124,175		$	124,175
Combined allowance for losses on cash advances		4,146			8,432			11,842			20,666			20,666
Combined cash advances and fees receivable, net(a) (b)	$	43,733		$	55,250		$	85,890		$	103,509		$	103,509
Combined allowance for losses and accrued third-party lender losses as a % of combined gross portfolio (a) (b)		8.7	%		13.2	%		12.1	%		16.6	%		16.6	%

(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.
(b)	Includes (i) cash advances written by the Company, and (ii) cash advances written by third-party lenders that were 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 distribution channel.

     The following table summarizes the cash advance loss provision and combined allowance for losses and accrued third-party lender losses for the years ended and at December 31, 2007 and 2006, and contains certain non-GAAP measures with respect to the cash advances written by third-party lenders that are not included in the Company’s consolidated balance sheets and related statistics. The Company believes that presenting these non-GAAP measures is meaningful and necessary because 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 (dollars in thousands).

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	Year Ended December 31,
	2007			2006
Cash advance loss provision:
Loss provision on Company-owned cash advances	$	154,563		$	59,284
Loss provision on third-party owned cash advances		675			279
Combined cash advance loss provision	$	155,238		$	59,563
Charge-offs, net of recoveries	$	148,400		$	46,080
Cash advances written:
By the Company (a)	$	1,370,167		$	817,186
By third-party lenders (b) (c)		654,760			360,577
Combined cash advances written (b) (d)	$	2,024,927		$	1,177,763
Combined cash advance loss provision as a % of combined cash advances written (b)(d)		7.7	%		5.1	%
Charge-offs (net of recoveries) as a % of combined cash advances written (b)(d)		7.3	%		3.9	%

(a)	Cash advances written by the Company for its own account in pawn locations, cash advance locations and through the 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.
(c)	Cash advances written by third-party lenders that were 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 distribution channel.
(d)	Includes (i) cash advances written by the Company, and (ii) cash advances written by third-party lenders that were 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 distribution channel.

     During 2007, the Company’s online distribution channel sold selected cash advances which had been previously charged off. These sales generated proceeds of $4.2 million related to loans originated after the acquisition of the online distribution channel. Those proceeds were recorded as recoveries on losses previously charged to the allowance for losses.

Depreciation and Amortization. Depreciation and amortization expense as a percentage of total revenue decreased to 3.4% in 2007 from 3.9% in 2006. Total depreciation and amortization expenses increased $4.8 million, or 17.6%, primarily due to remodeling expenditures for storefront and lending locations in 2007 and 2006, the increase in operating locations and the amortization of certain intangible assets obtained in acquisitions.

Interest Expense. Interest expense as a percentage of total revenue was 1.7% in both 2007 and 2006. Interest expense increased $4.1 million, or 34.1%, to $16.0 million in 2007 as compared to $11.9 million in 2006. The increase was primarily due to the higher weighted average floating interest rate borrowings ($121.3 million during 2007 and $81.2 million during 2006) and the higher average floating interest rate (6.3% during 2007 compared to 6.2% during 2006) and the issuance in December 2006 of $60 million of senior unsecured long-term notes. The average amount of debt outstanding increased during 2007 to $249.8 million from $160.7 million during 2006. This increase was primarily attributable to the acquisition of CashNetUSA in the third quarter of 2006 and the funding of two earn-out payments in February and November 2007. The effective blended borrowing cost was 6.4% in 2007 and 6.6% in 2006.

Interest Income. Interest income was $1.0 million in 2007 compared to $1.6 million in 2006. The interest income is primarily from the two notes receivable denominated in Swedish kronor that the Company held until August 2007 and had received in connection with its 2004 sale of its foreign pawn lending operations.

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The notes were sold in August 2007; therefore, the Company expects interest income in 2008 will be insignificant.

Foreign Currency Transaction Gain (Loss). The Company held two notes receivable denominated in Swedish kronor until they were sold in August 2007. Exchange rate changes between the United States dollar and the Swedish kronor resulted in a net gain of $63,000 (including a gain of $52,000 from foreign currency forward contracts) in 2007 and $296,000 (net of a loss of $1.1 million from foreign currency forward contracts) in 2006.

     The functional currency of the Company’s United Kingdom operations is the British pound. In 2007, the Company recorded foreign currency transaction losses of approximately $87,000 on the intercompany balances, which are denominated in U.S. dollars, between the U.S. and United Kingdom operations.

Gain on Sale of Foreign Notes. The Company received gross proceeds in the amount of $16.8 million on the sale of notes receivable that it had received in 2004 as part of the proceeds from its sale of Svensk Pantbelåning, its former Swedish pawn lending subsidiary. In September 2004, the Company sold Svensk Pantbelåning to Rutland Partners LLP, for cash and two subordinated notes receivable. One of the notes receivable was convertible into approximately 27.7% of the parent company of Svensk Pantbelåning on a fully-diluted basis. In August 2007, Rutland Partners LLP sold Svensk Pantbelåning to a third-party who also purchased the notes receivable from the Company. The Company received total proceeds of $16.8 million, $12.4 million for the repayment of the face value of the principal, including $0.3 million of accrued interest owed on notes receivable and $4.4 million for the value of its conversion rights under the convertible note. The Company recognized a pre-tax gain of approximately $6.3 million from the sale of the notes and related rights. Proceeds from the sale were used for general corporate purposes, including the repayment of debt and the repurchase of shares in the open market pursuant to an existing share repurchase authorization.

Income Taxes. The Company’s effective tax rate for 2007 was 36.4% as compared to 36.6% for 2006. The Company recognized a $1.1 million one-time deferred Texas margin tax credit, net of the federal income tax effect of the credit, during the second quarter of 2007. This credit resulted from a change in Texas law enacted during the second quarter. Excluding the effect of the one-time Texas deferred tax benefit, the effective tax rate for 2007 would have been 37.3%. Excluding the effect of the one-time deferred tax benefit, the increase over 2006 is primarily attributable to an increase in state and local income taxes, including the Texas margin tax that was enacted in 2006 and is imposed on the Company’s earnings beginning in 2007.

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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):

	2008			2007			2006
Operating activities cash flows	$	253,580		$	273,073		$	161,812
Investing activities cash flows:
Pawn loans		(9,887	)		(21,761	)		(26,359	)
Cash advances		(133,025	)		(161,904	)		(77,349	)
Acquisitions		(182,356	)		(82,557	)		(64,927	)
Property and equipment additions		(57,082	)		(70,097	)		(46,355	)
Proceeds from sale of foreign notes		—			16,589			—
Proceeds from insurance claims		1,214			1,416			1,934
Proceeds from termination of contract and disposition of assets		—			—			2,198
Financing activities cash flows		136,494			42,218			55,917
Working capital	$	313,834		$	302,275		$	259,813
Current ratio		3.1	x		3.8	x		3.2	x
Merchandise turnover		2.9	x		2.7	x		2.7	x

Cash flows from operating activities. Net cash provided by operating activities was $253.6 million for 2008, a decrease of 7.2% compared to the prior year. Net cash generated by the Company’s pawn lending operations, cash advance operations and check cashing operations were $74.4 million, $178.4 million and $0.8 million, respectively.

     Historically, the Company’s revenue from loans is highest in the fourth fiscal quarter (October through December) mainly due to higher average loan balances. Proceeds from the disposition of merchandise are generally highest in the Company’s fourth and first fiscal quarters (October through March) primarily due to the holiday season and the impact of tax refunds. The net effect of these factors is that income typically is highest in the fourth and first fiscal quarters and likewise the Company’s cash flow is generally greatest in these two fiscal quarters. During 2008, revenue from cash advance loans did not grow in the fourth quarter due to changes in markets served by the Company, which caused this trend to be different in 2008. The Company expects this trend to produce lower cash advance revenue in the first quarter of 2009. The business is expected to return to its typical cycle beginning in the fourth quarter of 2009.

Cash flows from investing activities. The Company’s pawn lending investing activities used cash of $9.9 million and cash advance investing activities used cash of $132.9 million during the current period. The Company also invested $55.5 million in property and equipment, including $15.1 million toward the development of a new point-of-sale system and $40.4 million for the development and enhancements to communications and information systems, establishment of new locations and the remodeling of certain locations. In addition, $1.2 million of proceeds from various casualty insurance claims were received during the year.

     During the year ended December 31, 2008, the Company completed and made payments on multiple acquisition transactions. The total amount of acquisition related payments was $226.8 million, comprised of cash payments of $184.2 million, $7.9 million in common shares of the Company’s stock and a deferred payment of $34.7 million. Acquisitions of pawn lending businesses, primarily the acquisition of Prenda Fácil, used cash of $87.4 million. The Company issued 391,236 shares of its common stock as partial payment for the Prenda Fácil acquisition with a fair value of $7.9 million as of the closing date. Additionally, the Company made two supplemental payments totaling $132.6 million in connection with the

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acquisition of substantially all of the assets of The Check Giant, LLC (“TCG”). On October 31, 2008, the Company and TCG amended the underlying purchase agreement, to provide that $34.7 million of the aggregate November 2008 payment due to TCG was deferred until March 31, 2009, with a deferral fee of $2.2 million, of which $0.9 million had been paid as of December 31, 2008. Going forward, in addition to the deferred portion of the November 2008 payment, the Company will have one additional payment as of March 31, 2009, when the Company will calculate a final true up payment to be paid to TCG to reflect amounts collected between October 1, 2008 and March 31, 2009 on loans that had been fully reserved in its allowance for loan losses on or before September 30, 2008, less the costs of collecting on such loans. As of December 31, 2008, the Company has accrued to accounts payable approximately $9.6 million for this payment.

     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 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 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. Substantially all of these supplemental payments will be accounted for as goodwill. The first supplemental payment is due in April 2009, and, under the terms of the purchase agreement, shall be not less than $2.7 million; which has been accrued to accounts payable as of December 31, 2008.

     On December 16, 2008, the Company acquired 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”), which, as of December 31, 2008, operates a chain of 112 pawnshops in Mexico under the name “Prenda Fácil.” 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. The Company is operating the Prenda Fácil pawnshops through its Retail Services Division, and is including the activities of Prenda Fácil in the results of its pawn lending segment.

     Management anticipates that capital expenditures for 2009 will be approximately $20.0 to $30.0 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 50 to 60 new pawnshops, primarily in its foreign operations. The Company will pay $34.7 million for the deferred portion of the November 2008 supplemental payment related to CashNetUSA in early 2009. The additional capital required to make the final true-up acquisition payment related to the CashNetUSA acquisition currently estimated at $9.6 million, the $2.7 million supplemental payment on PI, and capital to pursue other acquisition opportunities is not included in the estimate of capital expenditures.

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Cash flows from financing activities. During 2008, the Company borrowed $109.9 million under its bank lines of credit. In addition, the Company borrowed an additional $48.0 million through the issuance of two senior unsecured notes in the amounts of $38.0 million, and $10.0 million, as discussed below. The Company paid approximately $1.0 million in debt issuance costs associated with the new senior unsecured notes. The Company reduced the balance owed on its senior unsecured notes through scheduled principal payments during the year of $8.5 million. Additional uses of cash included $4.1 million for dividends paid. On October 24, 2007, the Board of Directors established an authorization (the “2007 authorization”) for the repurchase of 1,500,000 shares of the Company’s common stock. Management expects to purchase shares of the Company from time to time in the open market, and funding will come from operating cash flow. During the year ended December 31, 2008, 195,000 shares were purchased for an aggregate amount of $6.4 million under the 2007 authorization. In addition, 23,901 shares were acquired as partial payments of taxes for shares issued under stock-based compensation plans for an aggregate amount of $0.8 million. During 2008, stock options for 56,805 shares were exercised which generated $0.7 million of additional equity. In connection with the purchase of Prenda Fácil, the Company issued 391,236 shares of its common stock, which reduced the cash portion of the purchase price.

     On February 29, 2008, the Company exercised the $50.0 million accordion feature contained in its existing line of credit. As a result, the committed amount under the line of credit increased from $250.0 million to $300.0 million. This line of credit extends through March 2012 with no interim mandatory reductions in availability or scheduled payments. On May 7, 2008, the Company established a line of credit facility up to £7.5 million with a foreign commercial bank. The balance outstanding at December 31, 2008 was £5.0 million (approximately $7.3 million). This line of credit provides working capital to the Company’s online lending operations to customers residing in the United Kingdom. On June 30, 2008, the Company established a letter of credit facility with a group of banks to permit the issuance of up to $12.8 million in letters of credit.

     On December 11, 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 through scheduled quarterly payments of $3.0 million beginning on March 31, 2010, with any outstanding principal due at maturity on November 21, 2012. The notes may be prepaid without penalty at any time after November 20, 2009. 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 December 31, 2008 was 4.75%.

     On December 11, 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 is 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 are payable in full at maturity on November 21, 2012, and may be prepaid without penalty at any time. 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 $10.0 million term notes at December 31, 2008 was 11.25%.

     The credit agreements and the Company’s 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 credit agreement or the Company’s 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.

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     The following table summarizes the Company’s contractual obligations at December 31, 2008, and the effect such obligations are expected to have on its liquidity and cash flow in future periods (in thousands):

	2009		2010		2011		2012		2013		Thereafter		Total
Bank line of credit	$	—	$	—	$	—	$	274,344	$	—	$	—	$	274,344
Other long-term debt		15,810		25,493		24,433		49,620		9,273		39,181		163,810
Interest on other long-term debt (1)		6,744		6,132		5,316		4,411		2,976		7,639		33,218
Non-cancelable leases		38,938		28,138		21,673		15,625		10,837		19,835		135,046
Total	$	61,492	$	59,763	$	51,422	$	344,000	$	23,086	$	66,655	$	606,418

⁽¹⁾ Excludes interest obligations on all of the Company’s variable-rate debt. See Note 8 of Notes to Consolidated Financial Statements.

     The Company’s short term liquidity requirements are provided under its $300.0 million line of credit, which is a multi-year committed facility by a group of ten commercial banks. The Company has not been directly affected by the current disruption in the capital markets as it relates to its liquidity for working capital expansion; however, management will continue to evaluate sources for additional liquidity due to the instability of the current environment. To ensure that it is in a position to meet the needs of its business, management will 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 ($28.2 million at December 31, 2008) under the credit facilities, cash generated from operations and current working capital of $313.8 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.

Off-Balance Sheet Arrangements with Third-Party Lenders

     The Company arranges for consumers to obtain cash advance products from multiple independent third-party lenders through the CSO program. As of December 31, 2008, the CSO program was available to consumers in 249 of the Company’s lending locations in Texas and online borrowers located in the states of Maryland and Texas. When a consumer executes a credit services agreement with the Company, the Company agrees, for a fee payable to the Company by the consumer, to provide a variety of credit services to the consumer, one of which is to guarantee the consumer’s obligation to repay the loan received by the consumer from the third-party lender if the consumer fails to do so. The Company discontinued the CSO program in Michigan in February 2007, and in Florida in July 2008, and has since offered only cash advances underwritten by the Company to customers in those states. In January of 2008, the Company began offering a CSO program in the state of Maryland through its online platform.

     For cash advance products originated by third-party lenders under the CSO program, each lender is responsible for evaluating each of its customers’ applications, determining whether to approve a cash advance based on an application and determining the amount of the cash advance. The Company is not involved in the lenders’ cash advance approval processes or in determining the lenders’ approval procedures or criteria. At December 31, 2008, the outstanding amount of active cash advances originated by third-party lenders was $35.2 million.

     Since the Company may not be successful in collecting all amounts funded under the terms of its guaranty, 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 assigned to the Company or acquired by the Company as a result of its guaranty obligations. Accrued losses

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of $2.1 million on portfolios owned by the third-party lenders are included in “Accounts payable and accrued expenses” in the consolidated balance sheets. The Company believes that this amount is adequate to absorb credit losses from cash advances expected to be assigned to the Company or acquired by the Company as a result of its guaranty obligations.

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CAUTIONARY STATEMENT REGARDING RISKS AND UNCERTAINTIES THAT MAY AFFECT FUTURE RESULTS

     This Annual Report on Form 10-K, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains statements that are forward-looking, as that term is defined by the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission in its rules. The Company intends that all forward-looking statements be subject to the safe harbors created by these laws and rules. The actual results of the Company could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties including, without limitation, the risks and uncertainties identified in this report under the heading “Risk Factors,” as well as changes in 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 actions of third parties who offer products and services at the Company’s locations, fluctuations in the price of gold, changes in competition, the ability of the Company to open new operating units in accordance with its plans, economic conditions, real estate market fluctuations, interest rate fluctuations, changes in the capital markets, changes in foreign currency exchange rates, the effect of such changes on the Company’s business or the markets in which it operates, or the ability to successfully integrate newly acquired businesses into the Company’s operations. When used in this Annual Report on Form 10-K, the words “believes,” “estimates,” “plans,” “expects,” “anticipates,” and similar expressions as they relate to the Company or its management are intended to identify forward-looking statements. All forward-looking statements are based on current expectations regarding important risk factors. These risks and uncertainties are beyond the ability of the Company to control, and, in many cases, the Company cannot predict all of the risks and uncertainties that could cause its actual results to differ materially from those expressed in the forward-looking statements. Such statements should not be regarded as a representation by the Company or any other person that the results expressed in the statements will be achieved.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Market risks relating to the Company’s operations result primarily from changes in interest rates, foreign currency 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.

Interest Rate Risk. Management’s objective is to minimize the cost of borrowing through an appropriate mix of fixed and floating rate debt. Derivative financial instruments, such as interest rate cap agreements, may be used for the purpose of managing fluctuating interest rate exposures that exist from ongoing business operations. As of December 31, 2008, the Company had outstanding two interest rate cap agreements with a combined notional amount of $25.0 million. In December 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 LIBOR rate of 3.25%. In December 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 LIBOR rate of 4.75%. These interest rate cap agreements were perfectly effective at December 31, 2008. The Company had variable rate borrowings outstanding of $329.7 million and $171.8 million at December 31, 2008 and 2007, respectively. If prevailing interest rates were to increase 100 basis points over the rates at December 31, 2008, and the variable rate borrowings outstanding remained constant, the Company’s interest expense would increase by $3.0 million, and net income after taxes would decrease by $2.0 million in 2008.

Gold Price Risk. The Company periodically uses forward sale contracts with a major gold bullion bank to sell a portion of the expected amount of refined gold produced in the normal course of business from its liquidation of forfeited gold merchandise. A significant decrease in the price of gold would result in a reduction of proceeds from the disposition of refined gold to the extent that amounts sold were in excess of the amount of contracted forward sales. In addition, a significant and sustained decline in the price of gold would negatively impact the value of some of the goods pledged as collateral by customers and identified for liquidation as refined gold. In this instance, management believes some customers would be willing to

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add additional items of value to their pledge in order to obtain the desired loan amount. However, those customers unable or unwilling to provide additional collateral would receive lower loan amounts, possibly resulting in a lower balance of pawn loans outstanding for the Company.

Foreign Currency Exchange Risk. The Company is subject to the risk of an unexpected change in British pound and Mexican peso exchange rates as a result of its business activities in the United Kingdom and Mexico. As a result of fluctuations in these currencies, the Company recorded foreign currency transaction losses of $177,000 and $24,000 in 2008 and 2007, all of which were related to transactions involving the British pound. A hypothetical 10% decline in the exchange rate of the British pound at December 31, 2008 and December 31, 2007 would have decreased net income by $626,000 and $171,000, respectively, in 2008 and 2007.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm	64
Report of Management on Internal Control over Financial Reporting	65
Consolidated Balance Sheets — December 31, 2008 and 2007	66
Consolidated Statements of Income — Years Ended December 31, 2008, 2007 and 2006	67
Consolidated Statements of Stockholders’ Equity — Years Ended December 31, 2008, 2007 and 2006	68
Consolidated Statements of Comprehensive Income — Years Ended December 31, 2008, 2007 and 2006	68
Consolidated Statements of Cash Flows — Years Ended December 31, 2008, 2007 and 2006	69
Notes to Consolidated Financial Statements	70

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Cash America International, Inc.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, stockholders’ equity, comprehensive income and cash flows present fairly, in all material respects, the financial position of Cash America International, Inc. and its subsidiaries at December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in the accompanying Report of Management on Internal Control Over Financial Reporting, management has excluded Creazione Estilo, S.A. de C.V., SOFOM, E.N.R., (“Creazione”) from its assessment of internal control over financial reporting as of December 31, 2008 because 80% of its outstanding stock was acquired by the Company in a purchase business combination in December 2008. We have also excluded Creazione from our audit of internal control over financial reporting. Creazione’s total assets and total revenue were less than 7.9% and 0.2%, respectively of the related consolidated financial statement amounts as of and for the year ended December 31, 2008.

/s/ PricewaterhouseCoopers LLP
Fort Worth, Texas
February 27, 2009

64

REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

     Management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is a process designed 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. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

     Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008. In making its assessment of the effectiveness of the Company’s internal control over financial reporting, management of the Company has utilized the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

     Based on management’s assessment, we concluded that, as of December 31, 2008, the Company’s internal control over financial reporting is effective based on those criteria. Management has excluded Creazione Estilo, S.A. de C.V., SOFOM, E.N.R. (“Creazione”), operating under the trade name of Prenda Fácil, from its assessment of internal control over financial reporting as of December 31, 2008 because 80% of its outstanding stock was acquired by the Company in a purchase business combination in December 2008. Creazione’s total assets and total revenue were less than 7.9% and 0.2%, respectively of the related consolidated financial statement amounts as of and for the year ended December 31, 2008.

     The effectiveness of the Company’s internal control over financial reporting as of December 31, 2008 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in this Form 10-K.

/s/ DANIEL R. FEEHAN Daniel R. Feehan	/s/ THOMAS A. BESSANT, JR. Thomas A. Bessant, Jr.
President and Chief Executive Officer	Executive Vice President and
	Chief Financial Officer
February 27, 2009	February 27, 2009

65

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

	December 31,
	2008			2007
Assets
Current assets:
Cash and cash equivalents	$	30,005		$	22,725
Pawn loans		168,747			137,319
Cash advances, net		83,850			88,148
Merchandise held for disposition, net		109,493			98,134
Finance and service charges receivable		33,063			26,963
Income taxes receivable		2,606			—
Other receivables and prepaid expenses		15,480			16,292
Deferred tax assets		22,037			20,204
Total current assets		465,281			409,785
Property and equipment, net		185,887			161,676
Goodwill		494,192			306,221
Intangible assets, net		35,428			23,484
Other assets		5,722			3,478
Total assets	$	1,186,510		$	904,644
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	126,823		$	87,399
Customer deposits		8,814			7,856
Income taxes currently payable		—			3,755
Current portion of long-term debt		15,810			8,500
Total current liabilities		151,447			107,510
Deferred tax liabilities		27,575			18,584
Other liabilities		5,409			1,671
Long-term debt		422,344			280,277
Total liabilities		606,775			408,042
Commitments and contingencies (Note 10)
Minority interest		4,694			—
Stockholders’ equity:
Common stock, $.10 par value per share, 80,000,000 shares authorized, 30,235,164 shares issued		3,024			3,024
Additional paid-in capital		160,007			163,581
Retained earnings		440,252			363,180
Accumulated other comprehensive (loss) income		(3,964	)		16
Treasury shares, at cost (818,772 shares and 1,136,203 shares at December 31, 2008 and 2007, respectively)		(24,278	)		(33,199	)
Total stockholders’ equity		575,041			496,602
Total liabilities and stockholders’ equity	$	1,186,510		$	904,644

See notes to consolidated financial statements.

66

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)

	Year Ended December 31,
	2008			2007			2006
Revenue
Finance and service charges	$	184,995		$	160,960		$	149,472
Proceeds from disposition of merchandise		465,655			396,821			334,036
Cash advance fees		364,603			355,196			195,105
Check cashing fees, royalties and other		15,541			16,417			15,901
Total Revenue		1,030,794			929,394			694,514
Cost of Revenue
Disposed merchandise		295,360			246,792			204,929
Net Revenue		735,434			682,602			489,585
Expenses
Operations		328,359			306,456			248,823
Cash advance loss provision		140,723			155,238			59,563
Administration		77,995			55,274			49,868
Depreciation and amortization		39,651			32,125			27,312
Total Expenses		586,728			549,093			385,566
Income from Operations		148,706			133,509			104,019
Interest expense		(15,993	)		(16,021	)		(11,945	)
Interest income		267			1,041			1,631
Foreign currency transaction (loss) gain		(177	)		(24	)		296
Gain from termination of contract		—			—			2,167
Gain on sale of foreign notes		—			6,260			—
Income before Income Taxes		132,803			124,765			96,168
Provision for income taxes		51,617			45,419			35,228
Less: Minority Interests		(46	)		—			—
Net Income	$	81,140		$	79,346		$	60,940
Earnings Per Share:
Basic	$	2.77		$	2.68		$	2.05
Diluted	$	2.70		$	2.61		$	2.00
Weighted average common shares outstanding:
Basic		29,327			29,643			29,676
Diluted		30,092			30,349			30,532
Dividends declared per common share	$	0.14		$	0.14		$	0.10

See notes to consolidated financial statements.

67

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)

	Year Ended December 31,
	2008						2007						2006
	Shares			Amount			Shares			Amount			Shares			Amount
Common stock
Balance at end of year		30,235,164		$	3,024			30,235,164		$	3,024			30,235,164		$	3,024
Additional paid-in capital
Balance at beginning of year					163,581						161,683						156,557
Reissuance of treasury shares					(3,840	)
Shares issued under stock-based plans					(3,710	)					(2,015	)					(2,765	)
Stock-based compensation expense					3,314						3,060						2,623
Excess tax benefit from stock-based compensation					662						853						5,268
Balance at end of year					160,007						163,581						161,683
Retained earnings
Balance at beginning of year					363,180						287,962						229,975
Net income					81,140						79,346						60,940
Dividends declared					(4,068	)					(4,128	)					(2,953	)
Balance at end of year					440,252						363,180						287,962
Accumulated other comprehensive income (loss)
Balance at beginning of year					16						20						(5	)
Unrealized derivatives (loss) gain					(68	)					(20	)					25
Foreign currency translation (loss) gain					(3,912	)					16						—
Balance at end of year					(3,964	)					16						20
Notes receivable secured by common stock
Balance at beginning of year					—						(18	)					(2,488	)
Payments on notes receivable					—						18						2,470
Balance at end of year					—						—						(18	)
Treasury shares at cost
Balance at beginning of year		(1,136,203	)		(33,199	)		(565,840	)		(11,943	)		(999,347	)		(12,347	)
Purchases of treasury shares		(221,156	)		(7,206	)		(675,293	)		(24,032	)		(258,063	)		(9,602	)
Reissuance of treasury shares		391,236			11,730			—			—			—			—
Shares issued under stock-based plans		147,351			4,397			104,930			2,776			691,570			10,006
Balance at end of year		(818,772	)		(24,278	)		(1,136,203	)		(33,199	)		(565,840	)		(11,943	)
Total Stockholders’ Equity				$	575,041					$	496,602					$	440,728

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)

	Year Ended December 31,
	2008			2007			2006
Net income	$	81,140		$	79,346		$	60,940
Other comprehensive loss —
Unrealized derivative (loss) gain, net of tax expense (benefit) of $(37), $(11) and $14		(68	)		(20	)		25
Foreign currency translation (loss) gain, net of tax expense of $(107) and $9		(3,912	)		16			—
Total Comprehensive Income	$	77,160		$	79,342		$	60,965

See notes to consolidated financial statements.

68

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

	Year Ended December 31,
	2008			2007			2006
Cash Flows from Operating Activities:
Net income	$	81,140		$	79,346		$	60,940
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		39,651			32,125			27,312
Cash advance loss provision		140,723			155,238			59,563
Stock-based compensation expense		3,314			3,060			2,623
Minority interests		46			—			—
Foreign currency transaction (gain) loss		177			24			(296	)
Gain on termination of contract		—			—			(2,167	)
Gain on sale of foreign notes		—			(6,260	)		—
Changes in operating assets and liabilities —
Merchandise held for disposition		(15,127	)		1,765			7,128
Finance and service charges receivable		(6,051	)		(2,305	)		(4,579	)
Other receivables and prepaid expenses		2,709			(2,216	)		(4,981	)
Accounts payable and accrued expenses		2,052			8,968			17,969
Customer deposits, net		955			328			696
Current income taxes, net		(5,699	)		1,917			6,510
Excess income tax benefit from stock-based compensation		(662	)		(853	)		(5,268	)
Deferred income taxes, net		10,352			1,936			(3,638	)
Net cash provided by operating activities		253,580			273,073			161,812
Cash Flows from Investing Activities:
Pawn loans made		(495,637	)		(435,046	)		(395,104	)
Pawn loans repaid		247,332			218,920			210,177
Principal recovered on forfeited loans through dispositions		238,418			194,365			158,568
Cash advances made, assigned or purchased		(1,133,371	)		(1,162,952	)		(759,822	)
Cash advances repaid		1,000,346			1,001,048			682,473
Acquisitions, net of cash acquired		(182,356	)		(82,557	)		(64,927	)
Purchases of property and equipment		(57,082	)		(70,097	)		(46,355	)
Proceeds from sale of foreign notes		—			16,589			—
Proceeds from insurance claims		1,214			1,416			1,934
Proceeds from disposition of assets and termination of contract		—			—			2,198
Net cash used in investing activities		(381,136	)		(318,314	)		(210,858	)
Cash Flows from Financing Activities:
Net borrowings under bank lines of credit		109,876			90,100			10,540
Issuance of long-term notes		48,000			—			60,000
Debt issuance costs paid		(2,958	)		(282	)		(261	)
Payments on notes payable and other obligations		(8,499	)		(21,072	)		(16,786	)
Payments on notes receivable secured by common stock		—			18			2,470
Proceeds from exercise of stock options		687			761			7,241
Excess income tax benefit from stock-based compensation		662			853			5,268
Treasury shares purchased		(7,206	)		(24,032	)		(9,602	)
Dividends paid		(4,068	)		(4,128	)		(2,953	)
Net cash provided by financing activities		136,494			42,218			55,917
Effect of exchange rates on cash		(1,658	)		25			—
Net increase (decrease) in cash and cash equivalents		7,280			(2,998	)		6,871
Cash and cash equivalents at beginning of year		22,725			25,723			18,852
Cash and cash equivalents at end of year	$	30,005		$	22,725		$	25,723

See notes to consolidated financial statements.

69

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

1. Nature of the Company

     Cash America International, Inc. (the “Company”) is a provider of specialty financial services to individuals. The Company offers secured non-recourse loans, commonly referred to as pawn loans, to individuals through its pawn lending operations. The pawn loan portfolio generates finance and service charges revenue. A related activity of the pawn lending operations is the disposition of merchandise, primarily collateral from unredeemed pawn loans. The Company also offers unsecured cash advances in selected lending locations and over the internet and on behalf of independent third-party lenders in other locations and over the internet. In addition, the Company provides check cashing and related financial services through many of its lending locations and through its franchised and company-owned check cashing centers. The Company offers short-term cash advances exclusively over the internet under the name “CashNetUSA” in the United States and, beginning in July 2007, under the name “QuickQuid” in the United Kingdom. Additionally, since the July 2008 acquisition of substantially all the assets of Primary Business Services, Inc., Primary Finance, Inc., Primary Processing, Inc. and Primary Members Insurance Services, Inc., the Company provides loan processing services for, and participates in receivables associated with, a bank issued line of credit made available by the bank on certain stored-value debit cards the bank issues.

     As of December 31, 2008, the Company had 994 total locations and an internet-based distribution platform offering products and services to its customers. The pawn lending operations consisted of 613 pawnshops, including 486 owned units and 15 unconsolidated franchised units in 22 states within the United States, as well as 112 locations in central and southern Mexico. The cash advance operations consisted of 248 locations in six states, and CashNetUSA, which serves multiple markets through its internet distribution channel and had cash advances outstanding in 33 states and the United Kingdom. The check cashing operations consisted of 133 total locations, including 128 franchised and five company-owned check cashing centers in 16 states.

2. Summary of Significant Accounting Policies

Basis of Presentation • The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. 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, Prenda Fácil. The Company has no ownership interest in Huminal; however, Prenda Fácil qualifies as the primary beneficiary of Huminal in accordance with FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” (“FIN 46(R)”). Therefore, in accordance with FIN 46(R), the results and balances of Huminal are included in the consolidated financial statements of the Company and 100% of their results and balances are eliminated through minority interest.

Use of Estimates • The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, management evaluates its estimates and judgments, including those related to revenue recognition, merchandise held for disposition, allowance for losses on cash advances, long-lived and intangible assets, income taxes, contingencies and litigation. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.

70

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

Foreign Currency Translations • Notes receivable and related interest receivable resulting from the sale of the Company’s foreign pawn lending operations are denominated in Swedish kronor. The balances are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. Interest income on the notes was translated at the monthly average exchange rates. In August 2007, the Company completed the sale of these notes. See Note 22. All realized and unrealized transaction gains and losses are included in determining net income for the reporting period.

     The functional currency for the Company’s subsidiaries, CashEuroNet UK, LLC and Prenda Fácil, are the British pound 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 stockholders’ equity. Revenue and expenses are translated at the monthly average exchange rates occurring during each year.

Cash and Cash Equivalents • The Company considers cash on hand in operating locations, deposits in banks and short-term marketable securities with original maturities of 90 days or less as cash and cash equivalents.

Revenue Recognition

Pawn Lending • Pawn loans are made on the pledge of tangible personal property. The Company accrues finance and service charges revenue only on those pawn loans that the Company 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 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 that 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.

Cash Advances • 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 by allowing the customer’s checking account to be debited through an ACH for the amount 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. Although cash advance transactions may take the form of loans, deferred check deposit 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 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 products from independent third-party lenders for customers. Cash advance fees associated with the Company’s card services activities 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.

     The Company provides a cash advance product in some markets under a credit services organization program, in which the Company assists in arranging loans for customers from independent third-party

71

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

lenders. The Company also guarantees the customer’s payment obligations in the event of default if the customer is approved for and accepts the loan. The borrower pays fees to the Company under the credit services organization program (“CSO fees”) for performing services on the borrower’s behalf, including credit services, and for agreeing to guaranty the borrower’s payment obligations to the lender. As a result of providing the guaranty, the 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. See Note 4.

     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 made available by the bank 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 generated by the third-party lending bank, 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 records check cashing fees derived from both check cashing locations it owns and many of its lending locations in the period in which the check cashing service is provided. It records royalties derived from franchise locations on an accrual basis. Revenues derived from other financial services such as money order commissions, prepaid debit card fees, etc. are recognized when earned.

Allowance for Losses on 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.

     The Company 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 outstanding combined Company and third-party lender portfolio (the portion owned by independent third-party lenders). The allowance for losses on Company-owned cash advances offsets the outstanding cash advance amounts in the consolidated balance sheets. Active third-party lender-originated cash advances are not included in the consolidated balance sheets. An accrual for contingent losses on third-party lender-owned cash advances that are guaranteed by the Company is maintained and included in “Accounts payable and accrued expenses” in the consolidated balance sheets.

     The Company aggregates and tracks cash advances written during each calendar month to develop a performance history. The Company stratifies the outstanding combined 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 created by recording a cash advance loss provision 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.

     The allowance deducted from the carrying value of cash advances was $21.5 million and $25.7 million at December 31, 2008 and 2007, respectively. The accrual for losses on third-party lender-owned cash advances was $2.1 million and $1.8 million at December 31, 2008 and 2007, respectively. See Note 4.

72

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

Merchandise Held for Disposition and Cost of Disposed Merchandise • Merchandise held for disposition includes merchandise acquired from unredeemed loans, merchandise purchased directly from the public and merchandise purchased from vendors. Merchandise held for disposition is stated at the lower of cost (specific identification) or market. The cost of merchandise, computed on the specific identification basis, is removed from merchandise held for disposition and recorded as a cost of revenue at the time of sale. Cash received upon the sale of forfeited merchandise is classified as a recovery of principal on unredeemed loans under investing activities and any related profit or loss on disposed merchandise is included in operating activities in the period when the merchandise is sold. The Company provides an allowance for valuation and shrinkage based on management’s evaluation of the characteristics of the merchandise. The allowance deducted from the carrying value of merchandise held for disposition amounted to $0.7 million and $2.0 million at December 31, 2008 and 2007, respectively.

     During 2008, the Company modified its methodology for assessing the reasonableness of this 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 was reduced from $2.0 million as of December 31, 2007 to $0.7 million as of December 31, 2008, representing 0.6% of the balance of merchandise held for disposition at December 31, 2008.

Property and Equipment • Property and equipment is recorded at cost. The cost of property retired or sold and the related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the consolidated statements of income. Depreciation expense is generally provided on a straight-line basis, using the following estimated useful lives:

Buildings and building improvements (1)	7 to 40 years
Leasehold improvements (2)	2 to 10 years
Furniture, fixtures and equipment	3 to 7 years
Computer software	3 to 5 years

(1)	Structural components are depreciated over 30 to 40 years and the remaining building systems and features are depreciated over 7 to 20 years.
(2)	Leasehold improvements are depreciated over the terms of the lease agreements with a maximum of 10 years.

Software Development Costs • The Company develops computer software for internal use. Internal and external costs incurred for the development of computer applications, as well as for upgrades and enhancements that result in additional functionality of the applications, are capitalized. Internal and external training and maintenance costs are charged to expense as incurred. When an application is placed in service, the Company begins amortizing the related capitalized software costs using the straight-line method based on its estimated useful life, which currently ranges from three to five years.

Goodwill and Other Intangible Assets • SFAS No. 142, “Goodwill and Other Intangible Assets,” became effective January 1, 2002, and, as a result, the Company discontinued the amortization of goodwill as of that date. In lieu of amortization, the Company is required to perform an impairment review of goodwill at least annually. The Company completed its reviews during 2008, 2007 and 2006. Based on the results of these tests, management determined that there was no impairment as the respective fair values of each of the Company’s reporting units exceeded their respective carrying amounts. See Note 6.

73

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

     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.

Impairment of Long-Lived Assets • An evaluation of the recoverability of property and equipment and intangible assets is performed whenever the facts and circumstances indicate that the carrying value may be impaired. An impairment loss is recognized if the future undiscounted cash flows associated with the asset are less than the asset’s corresponding carrying value. The amount of the impairment loss, if any, is the excess of the asset’s carrying value over its estimated fair value.

Income Taxes • The provision for income taxes is based on income before income taxes as reported for financial statement purposes. Deferred income taxes are provided for in accordance with the assets and liability method of accounting for income taxes in order to recognize the tax effects of temporary differences between financial statement and income tax accounting. Domestic income taxes have not been provided on undistributed earnings of foreign subsidiaries because it is the Company’s intent to reinvest these earnings in the business activities of the foreign subsidiaries for the foreseeable future.

     Effective January 1, 2007, the Company began accounting for uncertainty in income taxes recognized in the consolidated financial statements in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 requires that a more-likely-than-not threshold be met before the benefit of a tax position may be recognized in the consolidated financial statements and prescribes how such benefit should be measured. It also provides guidance on derecognition, classification, accrual of interest and penalties, accounting in interim periods, disclosure and transition. It requires that the new standard be applied to the balances of assets and liabilities as of the beginning of the period of adoption and that a corresponding adjustment be made to the opening balance of retained earnings. See Note 9.

     It is the Company’s policy to classify interest and penalties on income tax liabilities as interest expense and administrative expense, respectively. The Company did not change its policy on classification of such amounts upon adoption of FIN 48.

Hedging and Derivatives Activity • As a policy, the Company does not engage in speculative or leveraged transactions, nor does it hold or issue financial instruments for trading purposes. The Company does periodically use derivative financial instruments, such as interest rate cap agreements, for the purpose of managing interest rate exposures that exist from ongoing business operations. In December 2007 and December 2008, the Company entered into interest rate cap agreements that have been determined to be perfectly effective cash flow hedges, pursuant to DIG Issue No. G20, “Assessing and Measuring the Effectiveness of a Purchased Option Used in a Cash Flow Hedge” (“Issue G20”) at inception and on an ongoing basis. The fair value of these interest rate cap agreements is recognized in the accompanying consolidated balance sheets and changes in fair value are recognized in accumulated other comprehensive income/loss. The Company also entered into foreign currency forward contracts in 2007 to minimize the effect of market fluctuations. See Note 13. The Company may periodically enter into forward sale contracts with a major gold bullion bank to sell refined gold that is produced in the normal course of business from the Company’s liquidation of forfeited gold merchandise. These contracts are not accounted for as derivatives because they meet the criteria for the normal purchases and normal sales scope exception in SFAS 133.

Operations and Administration Expenses • Operations expenses include expenses incurred for personnel, occupancy and marketing that are directly related to the pawn lending, cash advance and check cashing operations. These costs are incurred within the lending locations and the Company’s call centers for

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customer service and collections. In addition, similar costs related to non-home office management supervision, oversight of locations and similar costs incurred by the Retail Services Division for the oversight of the Company’s physical lending locations are included in operations expenses. Administration expenses include expenses incurred for personnel and general office activities such as accounting and legal directly related to corporate administrative functions.

Marketing Expenses • Costs of advertising and direct customer procurement are expensed at the time of first occurrence and included in operating expenses. Advertising expense was $34.1 million, $35.0 million and $18.5 million for the years ended December 31, 2008, 2007, and 2006, respectively.

Stock-Based Compensation • Beginning January 1, 2006, the Company has accounted for its stock-based employee compensation plans in accordance with Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment” (“SFAS 123(R)”), using the modified prospective method. Under the modified prospective method, the Company is required to recognize compensation expense over the remaining vesting periods for the portion of stock-based awards for which the requisite service had not been rendered as of January 1, 2006.

Net Income Per Share • Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding during the year. Diluted net income per share is calculated by giving effect to the potential dilution that could occur if securities or other contracts to issue common shares were exercised and converted into common shares during the year. Units issued under the Company’s restricted stock awards are included in diluted shares upon the granting of the awards even though the vesting of shares will occur over time.

     The following table sets forth the reconciliation of numerators and denominators of basic and diluted earnings per share computations for the years ended December 31, 2008, 2007 and 2006 (in thousands, except per share amounts):

	2008		2007		2006
Numerator:
Net income available to common shareholders	$	81,140	$	79,346	$	60,940
Denominator:
Total weighted average basic shares(1)		29,327		29,643		29,676
Effect of shares applicable to stock option plans		334		351		488
Effect of restricted stock unit compensation plans		431		355		368
Total weighted average diluted shares		30,092		30,349		30,532
Basic earnings per share:
Net income	$	2.77	$	2.68	$	2.05
Diluted earnings per share:
Net income	$	2.70	$	2.61	$	2.00

⁽¹⁾ Included in “Total weighted average basic shares” are vested restricted stock units of 206, 160, and 98, as well as shares in a non-qualified savings plan of 59, 57, and 59 for the years ended December 31, 2008, 2007 and 2006, respectively.

     There were no anti-dilutive shares for the years ended December 31, 2008, 2007 and 2006.

Recent Accounting Pronouncements • In September 2006, FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines

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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. SFAS 157 was effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. In February 2008, FASB issued FASB Staff Position (“FSP”) FAS 157-2, “Effective Date of FASB Statement No. 157”, which delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed in the financial statements on a nonrecurring basis. The FSP partially defers the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. The Company adopted the provisions of SFAS 157 for its financial assets and financial liabilities on January 1, 2008. The adoption of SFAS 157 did not have a material effect on the Company’s financial position or results of operations. In accordance with FSP FAS 157-2, the Company has not applied the provisions of SFAS 157 to its nonfinancial assets and nonfinancial liabilities. The Company will apply the provisions of SFAS 157 to these assets and liabilities beginning January 1, 2009, as required by FSP FAS 157-2. In October 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active,” which clarifies the application of SFAS 157 as it relates to the valuation of financial assets in a market that is not active for those financial assets. FSP FAS 157-3 became effective for the Company upon issuance, and had no material impact on the Company’s financial position or results of operations.

     In February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose, at specified election dates, to measure eligible items at fair value (the “fair value option”) and requires an entity to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. Upfront costs and fees related to items for which the fair value option is elected shall be recognized in earnings as incurred and not deferred. SFAS 159 was effective for fiscal years beginning after November 15, 2007. The adoption of SFAS 159 did not have a material effect on the Company’s financial position or results of operations.

     In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 clarifies that a non-controlling interest in a subsidiary, which is sometimes referred to as an unconsolidated investment, 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, SFAS 160 requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling 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 non-controlling interest. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. The Company will adopt SFAS 160 as of January 1, 2009 for disclosures relating to its 80% interest in a chain of pawnshops which operates under the name Prenda Fácil, which was acquired in December 2008. The Company does not expect SFAS 160 to have a material effect on the Company’s financial position or results of operations.

     In December 2007, FASB issued SFAS No. 141, “Business Combinations — Revised” (“SFAS 141(R)”). SFAS 141(R) establishes principles and requirements for how an acquirer in a business combination: recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase price; and, determines what information to disclose to enable users of the consolidated financial statements to evaluate the nature and financial effects of the business combination. SFAS 141(R) applies prospectively to business combinations

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for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. In the past, the Company has completed significant acquisitions. The application of SFAS 141(R) will cause management to evaluate future transaction returns under different conditions, particularly related to the near-term and long-term economic impact of expensing transaction costs.

     In March 2008, FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 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 under SFAS 133 and interpretations thereof, and (3) the effects that derivatives and related hedged items have on an entity’s financial position, financial performance, and cash flows. The standard is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not expect SFAS 161 to have a material effect on the Company’s financial position or results of operations.

     In April 2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of Intangible Assets,” (“FSP FAS 142-3”) which amends the list of factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under SFAS No. 142, “Goodwill and Other Intangible Assets.” The new guidance applies to (1) intangible assets that are acquired individually or with a group of other assets and (2) intangible assets acquired in both business combinations and asset acquisitions. Under FSP FAS 142-3, entities estimating the useful life of a recognized intangible asset must consider their historical experience in renewing or extending similar arrangements or, in the absence of historical experience, must consider assumptions that market participants would use about renewal or extension. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company does not expect this standard to have a material impact on the consolidated results of operations or financial condition.

Reclassifications • Certain amounts in the consolidated financial statements for 2007 and 2006 have been reclassified to conform to the presentation format adopted in 2008. These reclassifications have no effect on net income previously reported.

3. Acquisitions

Prenda Fácil

     Pursuant to its business strategy of expanding its reach into new markets, the Company, through its wholly-owned subsidiary, Cash America of Mexico, Inc., on December 16, 2008, acquired 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”), which, as of December 31, 2008, operates a chain of 112 pawnshops in Mexico under the name “Prenda Fácil.” 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. In addition, the Company paid acquisition costs of approximately $3.4 million. 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

or before August 15, 2011. Management expects that 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.

     As of December 31, 2008, the purchase price of Creazione was allocated as follows (in thousands):

Pawn loans	$	14,670
Finance and service charges receivable		1,581
Property and equipment		1,872
Goodwill		63,665
Intangible assets		15,346
Other assets		1,185
Other (liabilities)		(7,825	)
Total consideration paid for acquisition	$	90,494
Restricted stock paid for acquisition		(7,890	)
Total cash paid for acquisition, net of cash acquired	$	82,604

Primary Innovations, LLC

     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 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 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. All of these supplemental payments will be accounted for as goodwill. The first supplemental payment is due in April 2009, and, under the terms of the purchase agreement, shall be not less than $2.7 million, which has been accrued to accounts payable as of December 31, 2008. The activities of PI are included in the results of the Company’s cash advance segment.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     As of December 31, 2008, the purchase price of PI was allocated as follows (in thousands):

Cash advances	$	1,148
Property and equipment		195
Goodwill		6,084
Intangible assets		1,220
Total consideration paid for acquisition	$	8,647
Settlement of note receivable		(4,885	)
Cash consideration payable		(2,700	)
Total cash paid for acquisition	$	1,062

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, and 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. Each supplemental payment was reduced by amounts previously paid. The supplemental payments were to be paid in cash within 45 days of the payment measurement date. The Company had the option to pay up to 25% of each supplemental payment in shares of its common stock based on an average share price as of the measurement date thereby reducing the amount of the cash payment; however, the Company did not issue any shares for any supplemental payments. All of these supplemental payments were accounted for as goodwill. On October 31, 2008, the Company and TCG amended the underlying purchase agreement to provide that the Company will pay 50%, or $34.7 million, of the November 2008 payment in cash and will defer payment of the remainder, or $34.7 million, until March 31, 2009, with a deferral fee of $2.2 million, of which $0.9 million had been paid as of December 31, 2008. Pursuant to the terms of the purchase agreement with TCG, payments determined at the March 31 and September 30, 2007 measurement dates were calculated at 5.5 times trailing twelve month earnings. The March 31, 2008 and the September 30, 2008 measurement dates were calculated at 5.0 times trailing twelve month earnings. Going forward, in addition to the deferred portion of the November 2008 payment, the Company will have one additional payment as of March 31, 2009, when the Company will calculate a final true up payment to be paid to TCG to reflect amounts collected between October 1, 2008 and March 31, 2009 on loans that had been fully reserved in its allowance for loan losses on or before September 30, 2008, less the costs of collecting on such loans. As of December 31, 2008, the Company has accrued to accounts payable approximately $9.6 million for this payment, as well as $34.7 million for the deferred portion of the November 2008 payment.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     As of December 31, 2008, the original purchase price of CashNetUSA, including the accrued contingent payments as of December 31, 2006 and the earn-out payments through December 31, 2008, were allocated as follows (in thousands):

Cash advances	$	18,677
Property and equipment		1,562
Goodwill		46,871
Intangible assets		6,264
Other assets, net		9
Net assets acquired	$	73,383
Cash considerations payable		(33,761	)
Acquisition costs payable		(844	)
Total cash paid for acquisition at 12/31/06	$	38,778
2007 purchase price adjustments (a)		78,749
2008 purchase price adjustments (b)		97,965
Total cash paid for acquisition including earn-out payments	$	215,492
Deferred portion of November 2008 earn-out payment		34,746
Estimated “true-up” payment		9,618
Total consideration paid for acquisition including earn-out payments	$	259,856

(a)	Purchase price adjustments include earn-out payments of $78.0 million and other purchase price adjustments of $0.7 million.
(b)	Purchase price adjustments include earn-out payments.

Other

     During the year ended December 31, 2008, the Company acquired one pawnshop for approximately $725,000.

     During the year ended December 31, 2007, the Company acquired the assets of five pawnshops and made payment on a pawnshop over which it acquired management control in December 2006. The aggregate cash payments for these acquisitions were $3.8 million.

     During the year ended December 31, 2006, the Company acquired certain assets of 19 pawnshop locations in purchase transactions for a total purchase price of $27.2 million. The excess of cost of acquired assets over the net amounts assigned to assets acquired and liabilities assumed was recognized as goodwill.

     The goodwill recorded in the acquisition of Prenda Fácil is not deductible for Mexican tax purposes. All of the amounts of goodwill recorded in the other acquisitions are expected to be deductible for tax purposes.

     The following table provides information concerning the other acquisitions made during 2008, 2007 and 2006 (excluding Prenda Fácil, Primary Innovations, LLC and CashNetUSA) (dollars in thousands):

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	2008			2007			2006
Number of stores acquired:
Pawnshops		1			5			19
Purchase price allocated to:
Pawn loans	$	159		$	607		$	4,365
Finance and service charges receivable		18			75			467
Cash advances and fees receivable		—			38			810
Merchandise held for disposition, net		44			406			2,885
Property and equipment		10			47			178
Goodwill		442			1,632			16,668
Intangible assets		55			217			1,475
Other liabilities		(3	)		(65	)		367
Total cash paid for acquisitions	$	725		$	2,957		$	27,215
Purchase price adjustments for prior year acquisition					852			—
Cash consideration payable		—			—			(1,066	)
Total cash paid for acquisitions	$	725		$	3,809		$	26,149

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

     The Company offers cash advance products through its cash advance locations, most of its pawnshops and over the internet. The cash advance products are generally offered as single payment cash advance loans. These cash advance loans typically have terms of seven to 45 days and are generally payable on the customer’s next payday. The Company originates cash advances in some of its locations and online. It arranges for customers to obtain cash advances from independent third-party lenders in other locations and online. In a cash advance transaction, a customer executes a promissory note or other repayment agreement typically supported by that customer’s personal check or authorization to debit the customer’s checking account via an ACH transaction. Customers may repay the amount due with cash, by allowing their check to be presented for collection, or by allowing their checking account to be debited via an ACH transaction.

     The Company provides services in connection with single payment cash advances originated by independent third-party lenders, whereby the Company acts 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. To assist the customer in obtaining a loan through the CSO program, the Company also, as part of the credit services it provides to the customer, guarantees, on behalf of the customer, the customer’s payment obligations to the third-party lender under the loan. A customer who obtains a loan through the CSO program pays the Company a fee for the credit services, including the guaranty, and enters into a contract with the Company governing the credit services arrangement. Losses on cash advances acquired by the Company as a result of its guaranty obligations are the responsibility of the Company. As of December 31, 2008, the CSO program was offered in Texas and Maryland. 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.

     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 guaranty, the Company must absorb the shortfall. If the amount collected exceeds the amount paid under the guaranty, 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

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to be acquired by the Company as a result of its guaranty 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.

     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 made available by the bank 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 generated by the third-party lending bank, as well as marketing, processing and other miscellaneous fee income generated from its card services business as cash advance fees.

     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 includes amounts estimated to be adequate to absorb credit losses from these cash advances.

     During the second quarter, the Company announced the potential closure of up to 139 cash advance locations in Ohio due to legislation adopted by the Ohio legislature in May 2008 that made changes to the statutes governing the Ohio cash advance product. In June 2008, the Governor of Ohio signed the new legislation into law. This new law capped the annual percentage rate, as defined in the statute (“APR”), on payday loans in Ohio at 28%, which significantly reduced the revenue and profitability of that product in Ohio, effectively eliminating the Company’s ability to offer that particular product in Ohio. Upon the new law becoming 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 loans governed by the Ohio Second Mortgage Loan statute, and most of the remaining Ohio Cashland locations also began offering gold buying services. Also, in the fourth quarter of 2008, 24 of Cashland’s Ohio locations were combined or closed.

     The Company discontinued offering single payment third-party bank-originated cash advances to its Texas, Florida and North Carolina customers in January 2006, discontinued offering single and multi-payment third-party bank-originated cash advances to its Georgia customers in April 2006, and discontinued offering multi-payment third-party bank-originated cash advances to its California customers in July 2006.

     Cash advances outstanding at December 31, 2008 and 2007, were as follows (in thousands):

	December 31,
	2008		2007
Funded by the Company:
Active cash advances and fees receivable	$	69,443	$	76,620
Cash advances and fees in collection		21,147		24,099
Total Funded by the Company		90,590		100,719
Purchased by the Company from third-party lenders		14,755		13,105
Company-owned cash advances and fees receivable, gross		105,345		113,824
Less: Allowance for losses		21,495		25,676
Cash advances and fees receivable, net	$	83,850	$	88,148

     Changes in the allowance for losses for the Company-owned portfolio and the accrued loss for third-party lender-owned portfolios for the years ended December 31, 2008, 2007 and 2006 were as follows (in thousands):

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	2008			2007			2006
Allowance for Company-owned cash advances
Balance at beginning of year	$	25,676		$	19,513		$	6,309
Cash advance loss provision		140,416			154,565			59,284
Charge-offs		(170,585	)		(163,352	)		(56,276	)
Recoveries		25,988			14,950			10,196
Balance at end of year	$	21,495		$	25,676		$	19,513
Accrual for third-party lender-owned cash advances
Balance at beginning of year	$	1,828		$	1,153		$	874
Increase in loss provision		307			675			279
Balance at end of year	$	2,135		$	1,828		$	1,153

     Cash advances assigned to the Company for collection were $114.9 million, $93.6 million and $33.8 million during 2008, 2007 and 2006, respectively.

5. Property and Equipment

     Major classifications of property and equipment at December 31, 2008 and 2007 were as follows (in thousands):

	2008							2007
			Accumulated							Accumulated
	Cost		Depreciation			Net		Cost		Depreciation			Net
Land	$	4,955	$	—		$	4,955	$	4,955	$	—		$	4,955
Buildings and leasehold improvements		158,529		(80,873	)		77,656		150,908		(71,381	)		79,527
Furniture, fixtures and equipment		104,588		(67,470	)		37,118		95,667		(59,284	)		36,383
Computer software		91,632		(25,474	)		66,158		62,124		(21,313	)		40,811
Total	$	359,704	$	(173,817	)	$	185,887	$	313,654	$	(151,978	)	$	161,676

     The Company recognized depreciation expense of $35.4 million, $27.7 million and $23.7 million during 2008, 2007 and 2006, respectively.

6. Goodwill and Other Intangible Assets

     Goodwill and other intangible assets having an indefinite useful life are tested for impairment annually at June 30, or more frequently if events or changes in circumstances indicate that the assets might be impaired, using a two-step impairment assessment. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired, and the second step of the impairment test is not necessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The useful lives of other intangible assets must be reassessed and the remaining amortization periods adjusted accordingly.

Goodwill • Changes in the carrying value of goodwill for the years ended December 31, 2008 and 2007 were as follows (in thousands):

83

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	Pawn			Cash		Check
	Lending			Advance		Cashing		Consolidated
Balance as of January 1, 2008	$	143,556		$	157,355	$	5,310	$	306,221
Acquisitions		64,108			126,518		—		190,626
Effect of foreign translation		(2,655	)		—		—		(2,655	)
Balance as of December 31, 2008	$	205,009		$	283,873	$	5,310	$	494,192
Balance as of January 1, 2007	$	141,700		$	91,489	$	5,310	$	238,499
Acquisitions		1,632			65,866		—		67,498
Adjustments		224			—		—		224
Balance as of December 31, 2007	$	143,556		$	157,355	$	5,310	$	306,221

Acquired Intangible Assets • Acquired intangible assets that are subject to amortization as of December 31, 2008 and 2007, were as follows (in thousands):

	2008							2007
			Accumulated							Accumulated
	Cost		Amortization			Net		Cost		Amortization			Net
Non-competition agreements	$	16,435	$	(7,113	)	$	9,322	$	11,155	$	(5,230	)	$	5,925
Customer relationships		17,702		(8,900	)		8,802		9,798		(7,095	)		2,703
Lead provider relationships		2,489		(944	)		1,545		1,939		(501	)		1,438
Other		456		(159	)		297		456		(122	)		334
Total	$	37,082	$	(17,116	)	$	19,966	$	23,348	$	(12,948	)	$	10,400

     Non-competition agreements are amortized over the applicable terms of the contracts. Customer and lead provider relationships are generally amortized over five to six years based on the pattern of economic benefits provided. At December 31, 2008 and 2007, licenses of $7.7 million and trademarks of $7.8 million and $5.4 million, respectively, obtained in conjunction with acquisitions are not subject to amortization.

Amortization • Amortization expense for the acquired intangible assets is as follows (in thousands):

Actual amortization expense for the years ended December 31:
2008	$	4,236
2007		4,396
2006		3,653
Estimated future amortization expense for the years ended December 31:
2009	$	6,957
2010		5,190
2011		4,673
2012		1,498
2013		1,269

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

7. Accounts Payable and Accrued Expenses

     Accounts payable and accrued expenses at December 31, 2008 and 2007, were as follows (in thousands):

	2008		2007
Trade accounts payable	$	26,637	$	21,458
Accrued taxes, other than income taxes		4,759		5,664
Accrued payroll and fringe benefits		29,233		21,198
Accrued interest payable		1,051		800
Purchase consideration payable		9,618		22,000
Deferred acquisition payment		34,746		—
Accrual for losses on third-party lender-owned cash advances		2,135		1,828
Other accrued liabilities		18,644		14,451
Total	$	126,823	$	87,399

8. Long-term Debt

     The Company’s long-term debt instruments and balances outstanding at December 31, 2008 and 2007, were as follows (in thousands):

	2008		2007
USD line of credit up to $300,000 due 2012	$	274,344	$	171,777
GBP line of credit up to £7,500 due 2009		7,310		—
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		17,000
$38 million term senior unsecured note due 2012		38,000		—
$10 million term senior unsecured note due 2012		10,000		—
Total debt		438,154		288,777
Less current portion		15,810		8,500
Total long-term debt	$	422,344	$	280,277

     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% (1.375% at December 31, 2008), 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% (0.25% at December 31, 2008) based on the Company’s cash flow leverage ratios. The weighted average interest rate (including margin) on the line of credit at December 31, 2008 was 1.91%.

     At December 31, 2008 and 2007, 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

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within its long-term facility. Therefore, these borrowings are reported as part of the line of credit and as long-term debt.

     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 are tied to the LIBOR margin consistent with the Company’s line of credit agreement. The Company pays a fee on the unused portion of the facility ranging from 0.25% to 0.30% (0.25% at December 31, 2008). As of December 31, 2008, there were $12.7 million in letters of credit issued under the facility.

     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 December 31, 2008 was 4.75%.

     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 is 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 are payable at maturity in November 2012 or may 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 weighted average interest rate (including margin) on the $10.0 million term notes at December 31, 2008 was 11.25%.

     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. The balance outstanding at December 31, 2008 was £5.0 million (approximately $7.3 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% (1.325% at December 31, 2008) based on the Company’s cash flow leverage ratios. The weighted average interest rate (including margin) on the line of credit at December 31, 2008 was 3.64%.

     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%. See Note 13.

     In December 2006, the Company issued $60.0 million of senior unsecured long-term notes. The notes were comprised of $35.0 million 6.09% senior notes due 2016 payable in five annual payments of $7.0 million beginning December 19, 2012; and $25.0 million 6.21% senior notes due 2021 payable in eleven annual payments of $2.3 million beginning December 19, 2011. Net proceeds received from the issuance of the notes were used to reduce the amount outstanding under the Company’s line of credit and for general corporate purposes.

     In December 2005, the Company issued $40.0 million of 6.12% senior unsecured notes, due in December 2012 (as amended in December 2008). The notes are payable in the amounts of $13.3 million on December 28, 2010; $10.0 million on December 28, 2011; $3.3 million on March 31, 2012; and $13.3

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

million on December 28, 2012. Net proceeds received from the issuance of the notes were used to reduce the amount outstanding under the Company’s line of credit and for general corporate purposes.

     In August 2002, the Company issued $42.5 million of senior unsecured long-term notes. The notes due in 2009 are payable in five annual payments of $8.5 million beginning August 12, 2005. Net proceeds received from the issuance of the notes were used to reduce the amount outstanding under the Company’s line of credit and for general corporate purposes.

     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.

As of December 31, 2008, annual maturities of the outstanding long-term debt, including the Company’s line of credit, for each of the five years after December 31, 2008 are as follows (in thousands):

2009	$	15,810
2010		25,493
2011		24,433
2012		323,964
2013		9,273
Thereafter		39,181
	$	438,154

9. Income Taxes

     The components of the Company’s deferred tax assets and liabilities as of December 31, 2008 and 2007, were as follows (in thousands):

	2008			2007
Deferred tax assets:
Deferred finish-out allowance	$	1,295		$	714
Tax over book accrual of finance and service charges		5,805			5,266
Allowance for cash advance losses		8,902			9,691
Deferred compensation		8,218			5,353
Net operating losses		5,022			—
Deferred state credits		1,201			1,258
Other		1,548			1,379
Total deferred tax assets		31,991			23,661
Deferred tax liabilities:
Amortization of acquired intangibles	$	27,499		$	15,799
Property and equipment		8,120			4,488
Other		1,910			1,754
Total deferred tax liabilities		37,529			22,041
Net deferred tax (liabilities) assets	$	(5,538	)	$	1,620
Balance sheet classification:
Current deferred tax assets	$	22,037		$	20,204
Non-current deferred tax liabilities		(27,575	)		(18,584	)
Net deferred tax (liabilities) assets	$	(5,538	)	$	1,620

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

     The components of the provision for income taxes and the income to which it relates for the years ended December 31, 2008, 2007 and 2006 are shown below (in thousands):

	2008		2007			2006
Income before income taxes	$	132,803	$	124,765		$	96,168
Current provision:
Federal	$	37,709	$	40,141		$	36,582
Foreign		129		—			—
State and local		3,787		3,345			2,284
		41,625		43,486			38,866
Deferred provision (benefit):
Federal		8,972		3,381			(3,203	)
Foreign		34		—			—
State and local		986		(1,448	)		(435	)
		9,992		1,933			(3,638	)
Total provision	$	51,617	$	45,419		$	35,228

     The effective tax rate on income differs from the federal statutory rate of 35% for the following reasons (dollars in thousands):

	2008			2007			2006
Tax provision computed at the federal statutory income tax rate	$	46,481		$	43,668		$	33,659
Foreign, state and local income taxes, net of federal tax benefits		3,102			1,232			1,203
Valuation allowance		—			—			(65	)
Nondeductible lobbying		1,892			333			320
Other		142			186			111
Total provision	$	51,617		$	45,419		$	35,228
Effective tax rate		38.9	%		36.4	%		36.6	%

     As of December 31, 2008, the Company acquired foreign net operating losses of $18.1 million. The amount was reduced to $17.9 million by an unrecognized tax benefit. Mexico allows a ten year carryforward period and the Company expects to fully utilize the net operating losses prior to the expiration dates in 2015, 2017, and 2018. Domestic income taxes have not been provided on undistributed earnings of foreign subsidiaries because it is the Company’s intent to reinvest these earnings in the business activities of the foreign subsidiaries for the foreseeable future. The Company estimates that no U.S. income tax would be due on the amount of such earnings accumulated as of December 31, 2008.

     The Company adopted the provisions of FIN 48 on January 1, 2007. The 2008 activity related to unrecognized tax benefits is summarized below (in thousands):

Balance at January 1, 2008	$	—
Increases related to prior years’ tax positions		1,523
Increases related to current year tax positions		—
Decreases related to settlements with taxing authorities		—
Reductions as a result of expiration of applicable statutes of limitations		—
Effect of change in foreign currency rates		(67	)
Balance at December 31, 2008	$	1,456

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     The increase in unrecognized tax benefits relates to pre-acquisition tax matters and reduced the amount of acquisition goodwill. If recognized, $1.4 million of the unrecognized tax benefits would affect the effective tax rate. The total amount of interest and penalties related to these unrecognized tax benefits was $1.7 million, which reduced acquisition goodwill. The company does not expect the total amount of unrecognized tax benefit to significantly increase or decrease within the next 12 months.

     As of December 31, 2008, the Company’s 2005 through 2008 tax years were open to examination by the Internal Revenue Service and major state taxing jurisdictions. The 2003 through 2008 tax years of the Company’s Mexican subsidiaries were open to examination by the Mexican taxing authorities.

10. Commitments and Contingencies

Leases • The Company leases certain of its facilities under operating leases with terms ranging from one to 15 years and certain rights to extend for additional periods. Future minimum rentals due under non-cancelable leases are as follows for each of the years ending December 31 (in thousands):

2009	$	38,938
2010		28,138
2011		21,673
2012		15,625
2013		10,837
Thereafter		19,835
Total	$	135,046

     Rent expense was $41.2 million, $37.1 million and $34.0 million for 2008, 2007 and 2006, respectively.

Earn-Out Payments • The Company has agreed to pay final earn-out payments related to the acquisition of CashNetUSA, Prenda Fácil and Primary Innovations. See Note 3 for further discussion.

Guarantees • The Company guarantees borrowers’ payment obligations to unrelated third-party lenders. At December 31, 2008 and 2007, the amount of cash advances guaranteed by the Company was $37.5 million and $34.6 million, respectively, representing amounts due under cash advances originated by third-party lenders under the CSO program. The fair value of the liability related to these guarantees of $2.1 million and $1.8 million at December 31, 2008 and 2007, respectively, was included in “Accounts payable and accrued expenses” in the accompanying financial statements.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 where discovery relating to the propriety of class certification is underway. The State Court issued a Scheduling Order Regarding Class Certification setting a hearing on the propriety of class certification for June 29, 2009. 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’ 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 has stayed consideration of this matter pending the resolution of the United States Supreme Court case, Vaden v. Discover Bank (“Vaden”). Oral arguments in the Vaden case were heard by the United States Supreme Court in October 2008 and an opinion is expected to be issued in early 2009. 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.

     The Company is also 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.

11. Stockholders’ Equity

     During 2008 and 2007, the Company received net proceeds totaling $687,000 and $761,000 from the exercise of stock options for 56,805 and 69,854 shares, respectively.

     The Company received 23,901 shares, 9,794 shares and 7,379 during 2008, 2007 and 2006, respectively, of its common stock valued at $751,000, $408,000 and $188,000, respectively, as partial payment of taxes for shares issued under stock-based compensation plans.

     On April 20, 2005, the Company’s Board of Directors authorized management to purchase up to a total of 1,500,000 shares of its common stock from time to time in open market transactions and terminated the existing open market purchase authorization established on July 25, 2002. On October 24, 2007, the Board established a new authorization for the repurchase of up to a total of 1,500,000 shares of its common stock and ended the 2005 authorization. The following table summarizes the aggregate shares purchased under these plans during each of the three years ended December 31:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	2008		2007		2006
Shares purchased:
Under 2005 authorization		—		617,600		256,500
Under 2007 authorization		195,000		50,000		—
Total shares purchased		195,000		667,600		256,500
Aggregate amount (in thousands)	$	6,306	$	23,558	$	9,366
Average price paid per share	$	32.24	$	35.29	$	36.51

     Periodically, shares are purchased in the open market on behalf of participants relating to the Non-Qualified Savings Plan. Certain amounts are subsequently distributed or transferred to participants’ 401(k) account annually based on results of the plan’s non-discrimination testing results. Activities during each of the three years ended December 31 are summarized as follows:

	2008		2007		2006
Purchases:
Number of shares		6,874		4,596		7,021
Aggregate amount (in thousands)	$	234	$	180	$	235
Distributions and transfers to 401(k) savings plan:
Number of shares		4,619		6,697		12,837
Aggregate amount (in thousands)	$	84	$	112	$	185

12. Employee Benefit Plans

     The Cash America International, Inc. 401(k) Savings Plan is open to substantially all employees. Beginning January 1, 2006, new employees are automatically enrolled in this plan unless they elect not to participate. The Cash America International, Inc. Nonqualified Savings Plan is available to certain members of management. Participants may contribute up to 50% of their earnings to these plans subject to regulatory restrictions. The Company makes matching cash contributions of 50% of each participant’s contributions, based on participant contributions of up to 5% of compensation. Company contributions vest at the rate of 20% each year after one year of service; thus a participant is 100% vested after five years of service. The Company’s total contributions to the 401(k) Savings Plan and the Nonqualified Savings Plan were $2.7 million, $2.3 million and $1.6 million in 2008, 2007 and 2006, respectively.

     In addition to the plans mentioned above, the Company established a Supplemental Executive Retirement Plan (“SERP”) for its officers in 2003. Under this defined contribution plan, the Company makes an annual discretionary cash contribution to the SERP based on the objectives of the plan as approved by the Management Development and Compensation Committee of the Board of Directors. The Company recorded compensation expense of $720,000, $730,000 and $561,000 for contributions to the SERP during 2008, 2007 and 2006, respectively.

     The Nonqualified Savings Plan and the SERP are non-qualified tax-deferred plans. Benefits under the Nonqualified Savings Plan and the SERP are unfunded. The Company holds securities, including shares of the Company’s common stock, in a rabbi trust to pay benefits under these plans. The securities other than Company stock are classified as trading securities and the unrealized gains and losses on these securities are netted with the costs of the plans in administration expenses in the consolidated statements of income.

     Amounts included in the consolidated balance sheets relating to the Nonqualified Savings Plan and the SERP were as follows (in thousands):

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

	2008		2007
Other receivables and prepaid expenses	$	6,759	$	7,994
Accounts payable and accrued expenses		7,479		8,725
Other liabilities		1,114		972
Treasury shares		1,167		1,017

13. Derivative Instruments and Hedging Activities

     As a policy, the Company does not engage in speculative or leveraged transactions, nor does it hold or issue financial instruments for trading purposes. The Company does periodically use derivative financial instruments, such as interest rate cap agreements, for the purpose of managing interest rate exposures that exist from ongoing business operations. In December 2007 and December 2008, the Company entered into interest rate cap agreements that have been determined to be perfectly effective cash flow hedges, pursuant to DIG Issue No. G20, “Assessing and Measuring the Effectiveness of a Purchased Option Used in a Cash Flow Hedge” (“Issue G20”) at inception and on an ongoing basis. The fair value of these interest rate cap agreements is recognized in the accompanying consolidated balance sheets and changes in fair value are recognized in accumulated other comprehensive income/loss. The Company also entered into foreign currency forward contracts in 2007 to minimize the effect of market fluctuations. See Note 13. The Company may periodically enter into forward sale contracts with a major gold bullion bank to sell refined gold that is produced in the normal course of business from the Company’s liquidation of forfeited gold merchandise. These contracts are not accounted for as derivatives because they meet the criteria for the normal purchases and normal sales scope exception in SFAS 133.

     In 2007, the Company entered into foreign currency contracts totaling £1.0 million (approximately $2.0 million at maturity), to minimize the effect of market fluctuations. Under the contracts, the Company received fixed total payments of $2.0 million and paid the counter parties a total of 1.0 million British pounds upon maturity. For the year ended December 31, 2008, the Company recognized an approximate loss of $27,000 related to these contracts, which was netted in the foreign currency transaction gain (loss) in the consolidated statements of income.

     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%. These interest rate cap agreements have been determined to be perfectly effective cash flow hedges pursuant to DIG Issue G20, “Assessing and Measuring the Effectiveness of a Purchased Option Used in a Cash Flow Hedge” at inception and on an ongoing basis. 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 are included in “Other receivables and prepaid expenses” of the accompanying consolidated balance sheets.

14. Stock Purchase Rights

     In August 1997, the Board of Directors declared a dividend distribution of one Common Stock Purchase Right (the “Rights”) for each outstanding share of its common stock. The Rights were to become exercisable in the event a person or group acquired 15% or more of the Company’s common stock or announced a tender offer, the consummation of which would result in ownership by a person or group of

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15% or more of the common stock. If any person were to become a 15% or more shareholder of the Company, each Right (subject to certain limits) would have entitled its holder (other than such person or members of such group) to purchase, for $37.00, the number of shares of the Company’s common stock determined by dividing $74.00 by the then current market price of the common stock. The Rights expired on August 5, 2007.

15. Stock-Based Compensation

     Under the equity compensation plans (the “Plans”) it sponsors, the Company is authorized to issue 9,150,000 shares of Common Stock pursuant to “Awards” granted as incentive stock options (intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended), nonqualified stock options and restricted stock units. At December 31, 2008, 1,082,849 shares were reserved for future grants under these equity compensation plans. Historically, the Company has purchased its shares on the open market from time to time and reissued those shares upon stock option exercises and stock unit conversions under its stock-based compensation plans. During 2008, 195,000 shares were purchased on the open market with an average purchase price of $32.34 per share.

Stock Options • While no stock options have been granted since April 2003, stock options currently outstanding under the Plans had original contractual terms of up to ten years with an exercise price equal to or greater than the fair market value of the stock at grant date. On their respective grant dates, these stock options had vesting periods ranging from one to seven years. However, the terms of options with the seven-year vesting periods and certain of the four-year and five-year vesting periods included provisions that accelerated vesting if specified share price appreciation criteria were met. During 2006, all of the previously unvested outstanding stock options, representing 22,500 shares, were accelerated. The Company recognized total compensation expense of $378,000 ($246,000 net of related income tax benefit) for 2006, including a cost of $199,000 ($130,000 net of related income tax benefit) for the effect of the accelerated vesting. At December 31, 2007, there was no remaining unrecognized stock option expense.

     A summary of the Company’s stock option activity for each of the three years ended December 31 is as follows (shares in thousands):

	2008					2007					2006
				Weighted					Weighted					Weighted
				Average					Average					Average
				Exercise					Exercise					Exercise
	Shares			Price		Shares			Price		Shares			Price
Outstanding at beginning of year		670		$	9.65		740		$	9.76		1,403		$	10.31
Exercised		(57	)		12.10		(70	)		10.89		(663	)		10.93
Outstanding at end of year		613		$	9.42		670		$	9.65		740		$	9.76
Exercisable at end of year		613		$	9.42		670		$	9.65		740		$	9.76

     Stock options outstanding and exercisable as of December 31, 2008, are summarized below (shares in thousands):

Options Outstanding							Options Exercisable
					Weighted Average				Weighted
			Weighted		Years of				Average
Range of	Number		Average		Remaining		Number		Exercise
Exercise Prices	Outstanding		Exercise Price		Contractual Life		Exercisable		Price
$5.94 to $9.40		151		7.83		3.0		151		7.83
$9.41 to $12.63		451		9.84		2.3		451		9.84
$12.64 to $17.14		11		13.84		0.2		11		13.84
$5.94 to $17.14		613		9.42		2.4		613		9.42

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     The outstanding stock options (all exercisable) at December 31, 2008 had an aggregate intrinsic value of $10.0 million and the stock options exercised during 2008 had an aggregate intrinsic value of $1.6 million. Income tax benefits realized from the exercise of stock options for the year ended December 31, 2008 and 2007 were $549,000 and $600,000, respectively. The portion of tax benefits recorded as increases to additional paid-in capital was $505,000 for the year ended December 31, 2008, which represented the tax benefits realized upon exercise of stock options in excess of the amounts previously recognized as expense in the consolidated financial statements.

Restricted Stock Units • The Company has granted restricted stock units (“RSUs, or singularly, RSU”) to Company officers and to the non-management members of the Board of Directors annually since 2003. RSUs granted in December 2003 and January 2004 were granted under the 1994 Long-Term Incentive Plan; subsequent RSUs have been granted under the 2004 Long-Term Incentive Plan. Each vested RSU entitles the holder to receive a share of the common stock of the Company. For Company officers, the vested RSUs are to be issued upon vesting or, for certain awards, upon termination of employment with the Company. For directors, vested RSUs will be issued upon the director’s retirement from the Board. At December 31, 2008, the outstanding RSUs granted to Company officers had vesting periods ranging from two to 12 years, director RSUs had vesting periods ranging from one to four years. The amount attributable to RSU grants is amortized to expense over the vesting periods.

     Compensation expense totaling $3.3 million ($2.2 million net of related taxes), $3.1 million ($2.0 million net of related taxes) and $2.2 million ($1.5 million net of related taxes) was recognized for 2008, 2007 and 2006, respectively, for all of the above RSUs granted. Total unrecognized compensation cost related to RSUs at December 31, 2008 was $8.3 million, which will be recognized over a weighted average period of approximately 4.0 years.

     The following table summarizes the restricted stock unit activity during 2008, 2007 and 2006:

	2008					2007					2006
				Weighted					Weighted					Weighted
				Average					Average					Average
				Fair Value					Fair Value					Fair Value
				at Date of					at Date of					at Date of
	Units			Grant		Units			Grant		Units			Grant
Outstanding at beginning of year		517,297		$	25.21		471,029		$	21.83		395,591		$	21.30
Units granted		198,710			29.85		87,739			43.01		106,248			24.87
Shares issued		(90,546	)		26.72		(35,076	)		24.47		(28,742	)		25.57
Units forfeited		(134,724	)		29.10		(6,395	)		24.94		(2,068	)		25.18
Outstanding at end of year		490,737		$	25.74		517,297		$	25.21		471,029		$	21.83
Units vested at end of year		146,259		$	22.51		163,807		$	19.71		127,267		$	19.56

     The outstanding RSUs had an aggregate intrinsic value of $11.7 million and the outstanding vested RSUs had an aggregate intrinsic value of $4.0 million at December 31, 2008. Income tax benefits realized from the issuance of common stock for the vested RSUs for the year ended December 31, 2008, 2007 and 2006 were $1.0 million, $512,000 and $259,000, respectively. The portions of these benefits recorded as increases to additional paid-in capital were $158,000, $211,000 and $2,000 for the year ended December 31, 2008, 2007 and 2006, respectively. The income tax benefits recorded as increases to additional paid-in capital represent the tax benefits realized upon issuance of common stock in excess of the amounts previously recognized in the consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. Supplemental Disclosures of Cash Flow Information

     The following table sets forth certain cash and non-cash activities for the years ended December 31 (in thousands):

	2008		2007		2006
Cash paid during the year for —
Interest	$	19,491	$	17,367	$	12,311
Income taxes		48,363		41,567		32,355
Non-cash investing and financing activities —
Pawn loans forfeited and transferred to merchandise held for disposition	$	234,605	$	206,798	$	177,188
Pawn loans renewed		99,178		79,751		78,942
Cash advances renewed		355,148		300,826		89,427
Liabilities assumed in acquisitions		—		64		536
Fair value of shares paid for acquisition		7,890		—		—
Capitalized interest on software development		1,185		683		—

17. Operating Segment Information

     The Company has three 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. Check cashing fees, royalties and other income at pawn lending locations, which were previously included in either proceeds from disposition of merchandise or netted into administration expenses, are reclassified out of those line items. All prior periods in the tables below have been revised to reflect this change. These revisions have not changed the consolidated performance of the Company for any period.

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

	Pawn		Cash		Check
Year Ended December 31, 2008:	Lending		Advance(2)		Cashing		Consolidated
Revenue
Finance and service charges	$	184,995	$	—	$	—	$	184,995
Proceeds from disposition of merchandise		464,868		787		—		465,655
Cash advance fees		34,840		329,763		—		364,603
Check cashing fees, royalties and other		3,743		8,410		3,388		15,541
Total revenue		688,446		338,960		3,388		1,030,794
Cost of revenue — disposed merchandise		294,825		535		—		295,360
Net revenue		393,621		338,425		3,388		735,434
Expenses
Operations		212,667		114,404		1,288		328,359
Cash advance loss provision		9,903		130,820		—		140,723
Administration		42,589		34,288		1,118		77,995
Depreciation and amortization		23,679		15,733		239		39,651
Total expenses		288,838		295,245		2,645		586,728
Income from operations	$	104,783	$	43,180	$	743	$	148,706
Expenditures for property and equipment(1)	$	43,052	$	13,918	$	112	$	57,082
As of December 31, 2008:
Total assets	$	726,747	$	453,047	$	6,716	$	1,186,510
Goodwill	$	205,009	$	283,873	$	5,310	$	494,192

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

	Pawn		Cash		Check
	Lending		Advance (2)		Cashing		Consolidated
Year Ended December 31, 2007:
Revenue
Finance and service charges	$	160,960	$	—	$	—	$	160,960
Proceeds from disposition of merchandise		396,821		—		—		396,821
Cash advance fees		42,018		313,178		—		355,196
Check cashing fees, royalties and other		3,268		9,530		3,619		16,417
Total revenue		603,067		322,708		3,619		929,394
Cost of revenue — disposed merchandise		246,792		—		—		246,792
Net revenue		356,275		322,708		3,619		682,602
Expenses
Operations		195,926		109,260		1,270		306,456
Cash advance loss provision		14,985		140,253		—		155,238
Administration		29,588		24,727		959		55,274
Depreciation and amortization		20,750		10,988		387		32,125
Total expenses		261,249		285,228		2,616		549,093
Income from operations	$	95,026	$	37,480	$	1,003	$	133,509
Expenditures for property and equipment(1)	$	52,559	$	17,389	$	149	$	70,097
As of December 31, 2007:
Total assets	$	593,514	$	304,170	$	6,960	$	904,644
Goodwill	$	143,556	$	157,355	$	5,310	$	306,221
Year Ended December 31, 2006:
Revenue
Finance and service charges	$	149,472	$	—	$	—	$	149,472
Proceeds from disposition of merchandise		334,036		—		—		334,036
Cash advance fees		43,676		151,429		—		195,105
Check cashing fees, royalties and other		2,816		9,160		3,925		15,901
Total revenue		530,000		160,589		3,925		694,514
Cost of revenue — disposed merchandise		204,929		—		—		204,929
Net revenue		325,071		160,589		3,925		489,585
Expenses
Operations		181,081		66,438		1,304		248,823
Cash advance loss provision		15,377		44,186		—		59,563
Administration		26,882		21,494		1,492		49,868
Depreciation and amortization		18,579		8,357		376		27,312
Total expenses		241,919		140,475		3,172		385,566
Income from operations	$	83,152	$	20,114	$	753	$	104,019
Expenditures for property and equipment	$	37,645	$	8,274	$	436	$	46,355
As of December 31, 2006:
Total assets	$	545,593	$	223,131	$	7,520	$	776,244
Goodwill	$	141,700	$	91,489	$	5,310	$	238,499

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(1)

Included in “Expenditures for property and equipment” for the Pawn Lending segment for the years ended December 31, 2008, 2007 and 2006 are substantially all of the capital expenditures for the development of the new proprietary point-of-sale system software and other general corporate investment expenditures.

(2)

The Cash Advance segment is comprised of three distribution channels for cash advance products: a multi-unit, “storefront” platform of 248 units, an online, internet based lending platform and, since July 2008, the card services activities of Primary Innovations, LLC and its subsidiaries. The amounts for the year ended December 31, 2006 include activity from September 15, 2006 through December 31, 2006 for the internet based lending platform, which was purchased on September 15, 2006. The following table summarizes the results from each channel’s contributions to the Cash Advance segment for the years ended December 31, 2008 and 2007:

			Internet		Card			Total Cash
Year Ended December 31, 2008:	Storefront		Lending		Services			Advance
Revenue
Proceeds from disposition of merchandise	$	787	$	—	$	—		$	787
Cash advance fees		106,294		221,319		2,150	(3)		329,763
Check cashing fees, royalties and other		8,402		5		3			8,410
Total revenue		115,483		221,324		2,153			338,960
Cost of revenue — disposed merchandise		535		—		—			535
Net revenue		114,948		221,324		2,153			338,425
Expenses
Operations		69,887		42,689		1,828			114,404
Cash advance loss provision		23,650		106,189		981			130,820
Administration		9,944		23,992		352			34,288
Depreciation and amortization		10,499		5,061		173			15,733
Total expenses		113,980		177,931		3,334			295,245
Income (loss) from operations	$	968	$	43,393	$	(1,181	)	$	43,180
As of December 31, 2008:
Total assets	$	109,609	$	330,428	$	13,010		$	453,047

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

			Internet		Card		Total Cash
Year Ended December 31, 2007:	Storefront		Lending		Services		Advance
Revenue
Cash advance fees	$	128,454	$	184,724	$	—	$	313,178
Check cashing fees, royalties and other		9,525		5		—		9,530
Total revenue		137,979		184,729		—		322,708
Expenses
Operations		68,249		41,011		—		109,260
Cash advance loss provision		37,383		102,870		—		140,253
Administration		10,797		13,930		—		24,727
Depreciation and amortization		7,980		3,008		—		10,988
Total expenses		124,409		160,819		—		285,228
Income from operations	$	13,570	$	23,910	$	—	$	37,480
As of December 31, 2007:
Total assets	$	123,760	$	180,410	$	—	$	304,170

⁽³⁾ Cash advance fees for the card services distribution channel include revenue from the Company’s participation interest in the receivables generated by a third-party lender, as well as marketing, processing and other miscellaneous fee income.

18. Pro Forma Financial Information (unaudited)

     The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the Creazione acquisition had occurred on January 1, 2007. The unaudited pro forma financial information has been prepared for informational purposes only and does not purport to be indicative of what would have resulted had the acquisition transaction occurred on the date indicated or what may result in the future (dollars in thousands, except per share data):

	Year Ended				Year Ended
	December 31, 2008				December 31, 2007
	As Reported		Pro Forma (a)		As Reported		Pro Forma (a)
Total revenue	$	1,030,794	$	1,057,435	$	929,394	$	951,529
Net revenue		735,434		762,075		682,602		704,737
Total expenses		586,728		606,643		549,093		567,594
Net Income(b)		81,140		82,959		79,346		77,891
Net Income per share:
Basic	$	2.77	$	2.79	$	2.68	$	2.59
Diluted	$	2.70	$	2.72	$	2.61	$	2.53

(a) Pro forma adjustments reflect:

(i)	the inclusion of operating results of Creazione for the period January 1, 2008 through December 16, 2008, the date of acquisition, for the 2008 pro forma and the operating results of Creazione for the 12 month period ended December 31, 2007 for the 2007 pro forma;
(ii)	the adjustments of depreciable asset bases and lives for property and equipment and amortization of intangible assets acquired by the Company;
(iii)	the additional interest incurred in the acquisition of Creazione;
(iv)	the tax effect of Prenda Creazione’s earnings and net pro forma adjustments at the Mexican statutory rate of 28%; and
(v)	adjusted weighted average shares outstanding assuming January 1, 2007 issue of shares for Creazione acquisition.

(b) Net of minority interest.

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

19. Related Party Transactions

     Under the Company’s now discontinued officer stock loan program, the Company recorded no interest income in 2008, and $1,000 and $36,000 in 2007 and 2006, respectively. As of December 31, 2007, all of the stock officer loans had been repaid.

     In November 2005, the Company’s Chief Executive Officer adopted a pre-arranged, systematic trading plan to sell company shares pursuant to guidelines specified by Rule 10b5-1 under the Securities and Exchange Act of 1934 and with the Company’s policies with respect to insider sales (the “Plan”). From November 2005 through June 2006, the Company’s Chief Executive Officer exercised stock options and sold Company shares under the Plan. The Chief Executive Officer used proceeds from the sales of shares under the Plan to fully repay his pre-2003 secured loan under the Company’s now discontinued officer stock loan program and accrued interest thereon totaling $2.1 million. In 2006, the Company’s Chief Financial Officer and another executive officer also paid a total of $985,000 (including accrued interest) to fully repay similar officer stock loans.

20. Fair Values of Financial Instruments

     The carrying amounts and estimated fair values of financial instruments at December 31, 2008 and 2007 were as follows (in thousands):

	2008				2007
	Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value
Financial assets:
Cash and cash equivalents	$	30,005	$	30,005	$	22,725	$	22,725
Pawn loans		168,747		168,747		137,319		137,319
Cash advances, net		83,850		83,850		88,148		88,148
Interest rate cap		69		69		25		7
Financial liabilities:
Bank lines of credit	$	281,654	$	281,654	$	171,777	$	171,777
Senior unsecured notes		156,500		146,351		117,000		120,029

     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.

     The Company’s bank credit facility bears interest at a rate that is frequently adjusted on the basis of market rate changes. The fair values of the remaining 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 lower fair value due to the yield difference.

21. Fair Value Measurements

     The Company adopted the provisions of SFAS 157 on January 1, 2008. The adoption of this pronouncement did not have a material effect on the Company’s financial position or results of operations. SFAS 157 defines fair value to be the price that would be received to sell an asset or paid to transfer a

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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. SFAS 157 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. FSP FAS 157-2 defers the effective date of SFAS 157 until January 2009 for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed in the financial statements on a nonrecurring basis. SFAS 157 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 and liabilities that are measured at fair value on a recurring basis as of December 31, 2008 are as follows (in thousands):

	December
	31,		Fair Value Measurements Using
	2008		Level 1		Level 2		Level 3
Financial assets:
Interest rate cap	$	69	$	—	$	69	$	—
Nonqualified savings plan assets		6,759		6,759		—		—
Total	$	6,828	$	6,759	$	69	$	—

     The Company measures the value of its interest rate cap under Level 2 inputs as defined by SFAS 157. 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.

22. Gain on Sale of Foreign Notes

     In August 2007, the Company received gross proceeds in the amount of $16.8 million on the sale of notes receivable that it had received in 2004 as part of the proceeds from its sale of Svensk Pantbelåning, its former Swedish pawn lending subsidiary. In September 2004, the Company sold Svensk Pantbelåning to Rutland Partners LLP for cash and two subordinated notes receivable. One of the notes receivable was convertible into approximately 27.7% of the parent company of Svensk Pantbelåning on a fully-diluted basis. In August 2007, Rutland Partners LLP sold Svensk Pantbelåning to a third-party who also purchased the notes receivable from the Company. The Company’s total proceeds of $16.8 million represent $12.4 million in the repayment of the face value of the principal, including $0.3 million of accrued interest owed on notes receivable and $4.4 million for the value of its conversion rights under the convertible note. For the year ended December 31, 2007, the Company recognized a pre-tax gain of approximately $6.3 million from the sale of the notes and related rights.

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

23. Quarterly Financial Data (Unaudited)

     The Company’s operations are subject to seasonal fluctuations. Net income tends to be highest during the first and fourth calendar quarters, when the average amount of pawn loans and cash advance balances are typically the highest and merchandise disposition activities are typically heavier compared to the other two quarters. The following is a summary of the quarterly results of operations for the years ended December 31, 2008 and 2007 (in thousands, except per share data):

	First		Second		Third		Fourth
	Quarter		Quarter(1)		Quarter		Quarter
2008
Total revenue	$	250,934	$	247,979	$	252,150	$	279,731
Cost of revenue		71,516		66,741		68,033		89,070
Net revenue		179,418		181,238		184,117		190,661
Net income		25,811		20,137		18,925		16,267
Diluted net income per share	$	0.86	$	0.67	$	0.63	$	0.54
Diluted weighted average common shares		29,995		30,094		30,035		30,074
2007
Total revenue	$	222,872	$	213,881	$	231,512	$	261,129
Cost of revenue		61,925		52,784		57,693		74,390
Net revenue		160,947		161,097		173,819		186,739
Net income(2)		19,234		13,209		20,616		26,287
Diluted net income per share(2) (3)	$	0.63	$	0.43	$	0.68	$	0.88
Diluted weighted average common shares		30,602		30,557		30,235		30,008

(1)	During the second quarter of 2007, $5 was reclassified from administrative expenses to other income. The first quarter amounts included above have been conformed to the current presentation. The original reported amounts for “Total revenue” and “Net revenue” were $222,867 and $160,942, respectively.
(2)	The third quarter results include a $6,260 ($4,035 net of related taxes), or $0.13 per share, gain from sale of foreign notes receivable and related rights.
(3)	The sum of the quarterly net income per share amounts may not total to each full year amount because these computations are made independently for each quarter and for the full year and take into account the weighted average number of common shares outstanding for each period, including the effect of dilutive securities for that period.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

     None.

ITEM 9A. 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) as of December 31, 2008 (“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.

     The Report of Management on Internal Control Over Financial Reporting is included in Item 8 of this annual report on Form 10-K. There was no change in the Company’s internal control over financial reporting during the quarter ended December 31, 2008, 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.

ITEM 9B. OTHER INFORMATION

     None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

     Information required by this Item 10 with respect to directors, the Audit Committee of the Board of Directors and Audit Committee financial experts is incorporated into this report by reference to the Company’s Proxy Statement for the 2009 Annual Meeting of Shareholders (“Proxy Statement”), and in particular to the information in the Proxy Statement under the captions “Election of Directors” and “Meetings and Committees of the Board of Directors.” Information concerning executive officers is contained in Item 1 of this report under the caption “Executive Officers of the Registrant.” Information regarding Section 16(a) compliance is incorporated into this report by reference to the information contained under the caption “Compliance with Section 16(a) of the Securities Exchange Act of 1934” in the Proxy Statement.

     The Company has adopted a Code of Business Conduct and Ethics that applies to all of its directors, officers, and employees. This Code is publicly available on the Company’s website at www.cashamerica.com. Amendments to this Code and any grant of a waiver from a provision of the Code requiring disclosure under applicable SEC rules will be disclosed on the Company’s website. These

102

materials may also be requested in print and without charge by writing to the Company’s Secretary at Cash America International, Inc., 1600 West 7^th Street, Fort Worth, Texas 76102.

     In 2008, Daniel R. Feehan, Chief Executive Officer of the Company, filed his annual certification with the New York Stock Exchange (“NYSE”) regarding the NYSE’s corporate governance listing standards as required by Section 303A.12 of those listing standards.

ITEM 11. EXECUTIVE COMPENSATION

     Information contained under the caption “Executive Compensation” in the Proxy Statement is incorporated by reference into this report in response to this Item 11.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

     Information contained under the captions “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement is incorporated into this report by reference in response to this Item 12.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

     Information contained under the caption “Board Structure, Corporate Governance Matters and Director Compensation” in the Proxy Statement is incorporated into this report by reference in response to this Item 13.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

     Information contained under the caption “Ratification of Independent Registered Public Accounting Firm” in the Proxy Statement is incorporated into this report by reference in response to this Item 14.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) (1)	Financial Statements: See Item 8, “Financial Statements and Supplementary Data,” on pages 63 through 101 hereof, for a list of the Company’s consolidated financial statements and report of independent registered public accounting firm.
(2)	Financial Statement Schedule: The following financial statement schedule of the Company is included herein on pages 105 through 106.
	Report of Independent Registered Public Accounting Firm on Financial Statement Schedule (page 105) Schedule II — Valuation Accounts (page 106)
	All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions, are inapplicable, or the required information is included elsewhere in the consolidated financial statements.
(3)	Exhibits required by Item 601 of Regulation S-K: The exhibits filed in response to this item are listed in the Exhibit Index on pages 107 through 110.

103

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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, on February 27, 2009.

CASH AMERICA INTERNATIONAL, INC.
By:	/s/ DANIEL R. FEEHAN
	Daniel R. Feehan
	Chief Executive Officer and President

     Pursuant to the requirements of the Securities and Exchange Act of 1934, the report has been signed by the following persons on February 27, 2009 on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JACK R. DAUGHERTY	Chairman of the Board of Directors	February 27, 2009
Jack R. Daugherty
/s/ DANIEL R. FEEHAN Daniel R. Feehan	Chief Executive Officer, President and Director (Principal Executive Officer)	February 27, 2009
/s/ THOMAS A. BESSANT, JR. Thomas A. Bessant, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	February 27, 2009
/s/ DANIEL E. BERCE	Director	February 27, 2009
Daniel E. Berce
/s/ A. R. DIKE	Director	February 27, 2009
A. R. Dike
/s/ JAMES H. GRAVES	Director	February 27, 2009
James H. Graves
/s/ B. D. HUNTER	Director	February 27, 2009
B. D. Hunter
/s/ TIMOTHY J. McKIBBEN	Director	February 27, 2009
Timothy J. McKibben
/s/ ALFRED M. MICALLEF	Director	February 27, 2009
Alfred M. Micallef

104

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors and Stockholders of
Cash America International, Inc.

Our audits of the consolidated financial statements and of the effectiveness of internal control over financial reporting referred to in our report dated February 27, 2009 appearing in this Annual Report on Form 10-K also included an audit of the financial statement schedule listed in Item 15(a)(2) of this Form 10- K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

Fort Worth, Texas
February 27, 2009

105

SCHEDULE II

CASH AMERICA INTERNATIONAL, INC.
VALUATION AND QUALIFYING ACCOUNTS
For the Three Years Ended December 31, 2008
(dollars in thousands)

			Additions
	Balance at		Charged			Charged					Balance at
	Beginning		To			To					End
Description	of Period		Expense			Other		Deductions			of Period
Allowance for valuation of inventory —
Year Ended:
December 31, 2008	$	2,000	$	—		$	—	$	1,300		$	700
December 31, 2007	$	1,870	$	130		$	—	$	—		$	2,000
December 31, 2006	$	1,800	$	1,098		$	—	$	1,028	(a)	$	1,870
Allowance for valuation of deferred tax assets —
Year Ended:
December 31, 2008	$	—	$	—		$	—	$	—		$	—
December 31, 2007	$	—	$	—		$	—	$	—		$	—
December 31, 2006	$	65	$	(65	)	$	—	$	—		$	—
Allowance for valuation of discontinued operations (b) —
Year Ended:
December 31, 2008	$	272	$	5		$	—	$	249		$	28
December 31, 2007	$	255	$	9		$	—	$	(8	)	$	272
December 31, 2006	$	211	$	13		$	—	$	(31	)	$	255

(a)	Deducted from allowance for write-off or other disposition of merchandise.
(b)	Represents amounts related to business discontinued in 2001.

106

EXHIBIT INDEX

     The following documents are filed as a part of this report. Those exhibits previously filed and incorporated herein by reference are identified by reference to the list of prior filings after the list of exhibits. Exhibits not required for this report have been omitted.

Exhibit	Description
2.1	Securities Purchase Agreement dated December 11, 2008 by and among 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, the Seller Parties identified therein, Cash America of Mexico, Inc., a Delaware corporation, and Cash America International, Inc. (1) (y) (Exhibit 2.1)
2.2	First Amendment dated December 16, 2008 to Securities Purchase Agreement dated December 11, 2008 by and among 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, the Seller Parties identified therein, Cash America of Mexico, Inc., a Delaware corporation, and Cash America International, Inc. (1) (y) (Exhibit 2.2)
2.3	Option Agreement dated December 11, 2008 by and between Cash America of Mexico, Inc., a Delaware corporation, and St. Claire, S.A. de C.V., a Mexican sociedad anónima de capital variable. (1) (y) (Exhibit 2.3)
2.4	First Amendment to Option Agreement dated December 11, 2008 by and between Cash America of Mexico, Inc., a Delaware corporation, and St. Claire, S.A. de C.V., a Mexican sociedad anónima de capital variable. (1) (y) (Exhibit 2.4)
2.5	Asset Purchase Agreement dated July 9, 2006 by and among The Check Giant, LLC, the subsidiaries of The Check Giant, LLC, the Members of The Check Giant, LLC, and Cash America International, Inc. (l) (Exhibit 2.1)
2.6	Amendment Number One dated September 15, 2006 to the Asset Purchase Agreement dated July 9, 2006 by and among Cash America International, Inc. and certain of its subsidiaries, The Check Giant, LLC and its members and subsidiaries. (m) (Exhibit 2.1)
2.7	Amendment No. 2 dated May 4, 2007 to the Asset Purchase Agreement by and among Cash America International, Inc. and certain of its subsidiaries, The Check Giant, LLC and its members and subsidiaries. (q) (Exhibit 2.1)
2.8	Amendment No. 3 dated October 31, 2008 to the Asset Purchase Agreement dated July 9, 2006 by and among Cash America International, Inc. and certain of its subsidiaries, The Check Giant, LLC and its members and subsidiaries. (x) (Exhibit 2.1)
3.1	Articles of Incorporation of Cash America Investments, Inc. filed in the office of the Secretary of State of Texas on October 4, 1984. (a) (Exhibit 3.1)
3.2	Articles of Amendment to the Articles of Incorporation of Cash America Investments, Inc. filed in the office of the Secretary of State of Texas on October 26, 1984. (a) (Exhibit 3.2)
3.3	Articles of Amendment to the Articles of Incorporation of Cash America Investments, Inc. filed in the office of the Secretary of State of Texas on September 24, 1986. (a) (Exhibit 3.3)
3.4	Articles of Amendment to the Articles of Incorporation of Cash America Investments, Inc. filed in the office of the Secretary of State of Texas on September 30, 1987. (b) (Exhibit 3.4)
3.5	Articles of Amendment to the Articles of Incorporation of Cash America Investments, Inc. filed in the office of the Secretary of State of Texas on April 23, 1992 to change the Company’s name to “Cash America International, Inc.” (d) (Exhibit 3.5)
3.6	Articles of Amendment to the Articles of Incorporation of Cash America International, Inc. filed in Office of the Secretary of State of Texas on May 21, 1993. (e) (Exhibit 3.6)
3.7	Bylaws of Cash America International, Inc. (f) (Exhibit 3.5)
3.8	Amendment to Bylaws of Cash America International, Inc. dated effective September 26, 1990. (c) (Exhibit 3.6)
3.9	Amendment to Bylaws of Cash America International, Inc. dated effective April 22, 1992. (d) (Exhibit 3.8)

107

Exhibit	Description
4.1	Form of Stock Certificate. (d) (Exhibit 4.1)
10.1	First Amended and Restated Credit Agreement among the Company, certain lenders named therein, and Wells Fargo Bank, National Association, as Administrative Agent dated as of February 24, 2005. (j) (Exhibit 10.22)
10.2	First Amendment dated as of March 16, 2007 to the First Amended and Restated Credit Agreement dated as of February 24, 2005 among Cash America International, Inc., as the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, an L/C Issuer and Swing Line Lender, and the Other Lenders Party Thereto. (p) (Exhibit 10.1)
10.3	Commitment Increase Agreement dated as of February 29, 2008 to the First Amended and Restated Credit Agreement dated as of February 24, 2005 among Cash America International, Inc., as the Borrower, Wells Fargo Bank, National Association, as Administrative Agent and a Lender, and the Other Lenders Party Thereto. (t) (Exhibit 10.1)
10.4	Second Amendment dated as of June 30, 2008 to the First Amended and Restated Credit Agreement dated as of February 24, 2005 among Cash America International, Inc., as the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, an L/C Issuer and Swing Line Lender, and the Other Lenders Party Thereto. (w) (Exhibit 10.2)
10.5*	Third Amendment dated November 21, 2008 to First Amended and Restated Credit Agreement dated as of February 24, 2005 among Cash America International, Inc., Wells Fargo Bank, National Association, as Administrative Agent, L/C Issuer and Swing Line Issuer and the Other Lenders Party Thereto.
10.6	Letter of Credit Facility dated as of June 30, 2008 among Cash America International, Inc., as the Borrower, Wells Fargo Bank, National Association, as Administrative Agent and L/C Issuer, and the Other Lenders Party Thereto. (w) (Exhibit 10.1)
10.7*	First Amendment to Letter of Credit Facility dated as of June 30, 2008 among Cash America International, Inc., as the Borrower, Wells Fargo Bank, National Association, as Administrative Agent and L/C Issuer, and the Other Lenders Party Thereto.
10.8*	Credit Agreement dated November 21, 2008 among Cash America International, Inc., Wells Fargo Bank, National Association, as Administrative Agent, and the Other Lenders Party Thereto.
10.9*	Credit Agreement dated December 5, 2008 among Cash America International, Inc., Wells Fargo Bank, National Association, as Administrative Agent, and the Other Lenders Party Thereto.
10.10	Note Agreement dated as of August 12, 2002 among the Company and the Purchasers named therein for the issuance of the Company’s 7.20% Senior Notes due August 12, 2009 in the aggregate principal amount of $42,500,000. (g) (Exhibit 10.1)
10.11	Amendment No. 1 (September 7, 2004) to Note Agreement dated as of August 12, 2002 among the Company and the purchasers named therein. (i) (Exhibit 10.1)
10.12	Amendment No. 2 (December 31, 2006) to Note Agreement dated as of August 12, 2002, among the Company and the purchasers named therein. (o) (Exhibit 10.39)
10.13	Amendment No. 3 (December 21, 2007) to Note Agreement dated as of August 12, 2002 among the Company and the purchasers named therein. (s) (Exhibit 10.4)
10.14*	Amendment No. 4 (December 11, 2008) to Note Agreement dated as of August 12, 2002 among the Company and the purchasers named therein.
10.15	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 due December 28, 2015 in the aggregate principal amount of $40,000,000. (k) (Exhibit 10.32)
10.16*	Amendment No. 1 (December 11, 2008) to Note Agreement dated as of December 28, 2005 among the Company and the Purchasers named therein.
10.17	Note Agreement dated as of December 19, 2006 among the Company and the Purchasers named therein for the issuance of the Company’s 6.09% Series Senior Notes due December 19, 2016 in the aggregate principal amount of $35,000,000 and 6.21% Series B Senior Notes due December 19, 2021 in the aggregate principal amount of $25,000,000. (n) (Exhibit 10.1)
10.18*	Amendment No. 1 (December 11, 2008) to Note Agreement dated as of December 19, 2006 among the Company and the Purchasers named therein.
10.19	Revolving Credit Facility Agreement dated May 7, 2008 between Cash America International, Inc. and Barclays Bank PLC. (v) (Exhibit 10.1)

108

Exhibit	Description
10.20	Business Overdraft Facility Letter dated May 7, 2008 from Barclays Bank PLC to Cash America International, Inc. (v) (Exhibit 10.2)
10.21	Form of Executive Change-in-Control Severance Agreement between the Company, its Division Presidents and each of its Executive Vice Presidents dated as of various dates. (h) (Exhibit 10.31)
10.22*	Form of Amendment dated December 24, 2008 to Executive Change-in-Control Severance Agreement dated December 22, 2003 between the Company, its Division Presidents and each of its Executive Vice Presidents.
10.23	Executive Employment Agreement dated May 1, 2008 between the Company, Cash America Management L.P., a wholly-owned subsidiary of the Company, and Daniel R. Feehan. (u) (Exhibit 10.1)
10.24*	Amendment dated December 24, 2008 to Employment Agreement between the Company and Daniel R. Feehan.
10.25	Employment Transition Agreement dated September 19, 2007 between the Company and Jerry D. Finn. (r) (Exhibit 10.1)
10.26	Separation of Employment Agreement dated June 30, 2008 between the Company and Jerry A. Wackerhagen. (v) (Exhibit 10.3)
10.27*	Retirement and Separation of Employment Agreement dated January 16, 2009 between Primary Payment Solutions, LLC, a wholly owned subsidiary of the Company, and James H. Kauffman.
10.28*	Retirement and Separation of Employment Agreement dated January 16, 2009 between Cash America Management L.P., a wholly owned subsidiary of the Company, and Michael D. Gaston.
10.29	2004 Long-Term Incentive Plan. (j) (Exhibit 10.21)
10.30	Amendment One (January 25, 2006) to the Cash America International, Inc. 2004 Long-Term Incentive Plan. (k) (Exhibit 10.31)
10.31*	Amendment Two (December 23, 2008) to the Cash America International, Inc. 2004 Long-Term Incentive Plan.
10.32*	Cash America International, Inc. Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2009.
10.33*	Cash America International, Inc. Nonqualified Savings Plan, as amended and restated effective January 1, 2009.
10.34*	First Amendment to the Cash America International, Inc. Senior Executive Bonus Plan dated January 28, 2009.
10.35	Cash America International, Inc. Severance Pay Plan For Executives dated December 31, 2008. (z) (Exhibit 10.1)
10.36	Executive Change-in-Control Severance Agreement dated October 23, 2008 between the Company and Timothy S. Ho. (x) (Exhibit 10.1)
14	Code of Ethics. The Company’s Code of Business Conduct and Ethics may be accessed via the Company’s website at www.cashamerica.com.
21*	Subsidiaries of Cash America International, Inc.
23*	Consent of PricewaterhouseCoopers LLP.
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.

* Filed herewith

(1) Pursuant to 17 CFR 240.24b-2, portions of these exhibits have been omitted and have been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.

Certain Exhibits are incorporated by reference to the Exhibits shown in parenthesis contained in the Company’s

109

following filings with the Securities and Exchange Commission:

(a)	Registration Statement Form S-1, File No. 33-10752.
(b)	Amendment No. 1 to its Registration Statement on Form S-4, File No. 33-17275.
(c)	Annual Report on Form 10-K for the year ended December 31, 1990.
(d)	Annual Report on Form 10-K for the year ended December 31, 1992.
(e)	Annual Report on Form 10-K for the year ended December 31, 1993.
(f)	Post-Effective Amendment No. 1 to its Registration Statement on Form S-4, File No. 33-17275.
(g)	Current Report on Form 8-K dated August 15, 2002.
(h)	Annual Report on Form 10-K for the year ended December 31, 2003.
(i)	Current Report on Form 8-K dated September 13, 2004.
(j)	Annual Report on Form 10-K for the year ended December 31, 2004.
(k)	Annual Report on Form 10-K for the year ended December 31, 2005.
(l)	Current Report on Form 8-K dated July 10, 2006.
(m)	Current Report on Form 8-K dated September 21, 2006.
(n)	Current Report on Form 8-K dated December 22, 2006.
(o)	Annual Report on Form 10-K for the year ended December 31, 2006.
(p)	Current Report on Form 8-K dated March 22, 2007.
(q)	Quarterly Report on Form 10-Q for the quarter ended March 31, 2007
(r)	Current Report on Form 8-K dated September 25, 2007.
(s)	Annual Report on Form 10-K for the year ended December 31, 2007
(t)	Current report on Form 8-K dated March 5, 2008.
(u)	Current report on Form 8-K dated May 6, 2008.
(v)	Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
(w)	Current report on Form 8-K dated July 7, 2008.
(x)	Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.
(y)	Current report on Form 8-K dated December 17, 2008.
(z)	Current report on Form 8-K dated January 22, 2009.

110

EX-10.5

EXHIBIT 10.5

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

1

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

2

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

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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

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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

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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

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     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

EX-10.7

EXHIBIT 10.7

FIRST AMENDMENT TO LETTER OF CREDIT FACILITY

     THIS FIRST AMENDMENT TO LETTER OF CREDIT FACILITY (this “First 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 and L/C Issuer.

BACKGROUND

     A. The Borrower, the Lenders, the Administrative Agent, and the L/C Issuer are parties to that certain Letter of Credit Facility, dated as of June 30, 2008, (said Letter of Credit Facility, as modified and amended, the “Letter of Credit Facility”). The terms defined in the Letter of Credit Facility and not otherwise defined herein shall be used herein as defined in the Letter of Credit Facility.

     B. The Borrower has requested certain amendments to the Letter of Credit Facility.

     C. The Lenders, the Administrative Agent, and the L/C Issuer hereby agree to amend the Letter of Credit Facility, 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 L/C Issuer and the Administrative Agent covenant and agree as follows:

     1. AMENDMENTS.

     (a) Section 1.01 of the Letter of Credit Facility is hereby amended by adding the defined terms “Defaulting Lender”, “ First Amendment Date”, and “Impacted Lender” thereto in proper alphabetical order to read as follows:

     “Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Revolving Loans or participations in L/C Obligations 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 has been cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

     “First Amendment Date” means November 21, 2008.

     “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

Confidential

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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.

     (b) The definition of “Incorporated Agreement” is hereby amended to read as follows:

     “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 First Amendment Date, without giving effect to any amendment, supplement or other modification thereto or thereof after the First Amendment Date.

     (c) The definition of “Voting Percentage” in Section 1.01 of the Letter of Credit Facility is hereby amended and restated to read as follows:

     “Voting Percentage” means, as to any Lender, (a) at any time when the Commitments are in effect, such Lender’s Pro Rata Share and (b) at any time after the termination of the 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, then constitutes of (ii) the Outstanding Amount of all Revolving 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 Voting Percentages of the other Lenders shall be recomputed for purposes of this definition and the definition of “Required Lenders” without regard to such Defaulting Lender’s Commitment or the outstanding amount of its Revolving Loans and L/C Advances, as the case may be.

     (d) Section 2.03(a)(ii) of the Letter of Credit Facility is hereby amended and restated as follows:

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

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     (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 2.10 of the Letter of Credit Facility is hereby amended and restated as follows:

     2.10 Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of any Revolving Loans made by it, or the participations in L/C Obligations 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 Revolving Loans made by them and/or such subparticipations in the participations in L/C Obligations 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 Revolving 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

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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 assignment of or sale of a participation in any of its Revolving Loans or subparticipations in L/C Obligations 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 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.

     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 Letter of Credit Facility 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 First Amendment, (ii) this First Amendment has been duly executed and delivered by the Borrower, and (iii) this First Amendment and the Letter of Credit Facility, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;

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     (d) neither the execution, delivery and performance of this First Amendment or the Letter of Credit Facility, 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 First Amendment, or (ii) the acknowledgement by each Guarantor of this First Amendment.

     3. CONDITIONS TO EFFECTIVENESS. This First Amendment shall be effective upon satisfaction or completion of the following:

     (a) the Administrative Agent shall have received counterparts of this First Amendment executed by the Required Lenders;

     (b) the Administrative Agent shall have received counterparts of this First 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 First 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 First 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 LETTER OF CREDIT FACILITY.

     (a) Upon the effectiveness of this First Amendment, each reference in the Letter of Credit Facility to “this Agreement”, “hereunder”, or words of like import shall mean and be a reference to the Letter of Credit Facility, as affected and amended hereby.

     (b) The Letter of Credit Facility, 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 First Amendment and the other instruments and documents to be delivered hereunder (including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto).

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     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 First 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 First 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 First 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 First 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 First 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 First Amendment are included herein for convenience of reference only and shall not constitute a part of this First Amendment for any other purpose.

     10. ENTIRE AGREEMENT. THE LETTER OF CREDIT FACILITY, AS AMENDED BY THIS FIRST 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

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     IN WITNESS WHEREOF, this First 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

Signature Page
First Amendment to Letter of Credit Facility

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 and a Lender
By:	/s/ Jeffrey D. Bundy
	Jeffrey D. Bundy
	Vice President

Signature Page
First Amendment to Letter of Credit Facility

JPMORGAN CHASE BANK, N.A., as a Lender
By:	/s/ Lindsey M. Hester
	Lindsey M. Hester
	Vice President

Signature Page
First Amendment to Letter of Credit Facility

TEXAS CAPITAL BANK, N.A., as a Lender
By:	/s/ Barry Kromann
	Barry Kromann
	Executive Vice President

Signature Page
First Amendment to Letter of Credit Facility

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

Signature Page
First Amendment to Letter of Credit Facility

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

Signature Page
First Amendment to Letter of Credit Facility

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

Signature Page
First Amendment to Letter of Credit Facility

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

Signature Page
First Amendment to Letter of Credit Facility

EX-10.8

EXHIBIT 10.8

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

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

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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

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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

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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

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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.

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     “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.

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     “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

25

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

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     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

EX-10.9

EXHIBIT 10.9

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 December 5, 2008

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		19
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		28
ARTICLE V. REPRESENTATIONS AND WARRANTIES
5.01 Existence, Qualification and Power; Compliance with Laws		29
5.02 Authorization; No Contravention		29
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		30

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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		32
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		38
9.04 Reliance by Administrative Agent		39
9.05 Notice of Default		39
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		43
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

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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

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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

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CREDIT AGREEMENT

     This CREDIT AGREEMENT (“Agreement”) is entered into as of December 5, 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-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 $10,000,000, as the same may be increased or reduced from time to time pursuant to the terms of this Agreement.

     “Agreement” means this Credit Agreement.

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     “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, 10.00% per annum, and (b) in respect of a Base Rate Loan, 10.00% 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.

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     “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,

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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

5

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

7

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.

     “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

8

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 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;

9

     (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, 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.

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     “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 Mandate 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.

     “Mandate Letter” has the meaning specified in Section 2.07 hereof.

     “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 obligated to make contributions, or during the preceding three calendar years, has made or been obligated to make contributions.

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     “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 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).

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     “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.

     “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.

     “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.

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     “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, 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.

     “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.

     “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

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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, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

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     “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 shall be calculated according to its Dollar Equivalent on the date of such calculation in accordance with GAAP.

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     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 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

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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 Maturity Date.

     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, and (b) any additional amounts required pursuant to Section 3.05 hereof. 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.

     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

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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 14, 2008, between the Borrower and Wells Fargo (the “Mandate 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 December 5, 2008, between the Borrower, the Lenders and Wells Fargo (the “Lender Fee Letter”). In addition, commencing on March 31, 2010 and on each September 30 and March 31 thereafter, the Borrower shall pay to the Administrative Agent for the account of the Lenders a fee in the amount of the product of (a) 5.00% and (b) the Outstanding Amount of the Term Loans on each such date. 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 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.

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     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:

     (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

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     (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 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

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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 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

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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. 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

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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 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

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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.

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.

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     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 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

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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 Mandate Letter and the Lender 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.

     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,

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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.

     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.

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     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 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).

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     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 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

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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.

     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

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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 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

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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, 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.

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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

     (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,

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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

     (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

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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:

     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;

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     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) 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,

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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.

     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

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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 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

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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 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

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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

     (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.

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     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 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

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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 case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) the Mandate Letter may be amended, or rights or privileges thereunder waived, except in a writing executed by the parties to the Mandate 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.

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     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), 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

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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 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

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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 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

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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 (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.

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     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. 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.

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     (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.

     (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

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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 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

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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 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

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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 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,

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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 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

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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

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

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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

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JPMORGAN CHASE BANK, N.A., as a Lender
By:	/s/ Lindsey M. Hester
	Name:	Lindsey M. Hester
	Title:	Vice President

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EX-10.14

EXHIBIT 10.14

EXECUTION VERSION

CASH AMERICA INTERNATIONAL, INC.

AMENDMENT NO. 4 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 $42,500,000 in aggregate principal amount of its 7.20% Senior Notes due August 12, 2009 (as they may be amended, restated or otherwise modified from time to time, the “Notes”) pursuant to that certain Note Agreement, dated as of August 12, 2002 (as amended by that certain Amendment No. 1 to Note Agreement, dated as of September 7, 2004, that certain Amendment No. 2 to Note Agreement, dated as of December 31, 2006, and that certain Amendment No. 3 to Note Agreement, dated as of December 21, 2007, and 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. 4 to Note 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 2.01 of the Existing Note Agreement is hereby amended by adding the definitions of “Cash America of Mexico,” “Consolidated Net Worth,” “New Mexican

Subsidiary,” “Non-Domestic Subsidiary” and “Non-Wholly Owned Subsidiary” in proper alphabetical order and which new definitions shall read in full as follows:

          ““Cash America of Mexico” means Cash America of Mexico, Inc., a Delaware corporation and Wholly-Owned Subsidiary.”

          “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.

          ““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 owns not less than 80% of its Voting Stock and 80% of the outstanding shares of all other classes of its Stock.”

          ““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 the United States.”

          ““Non-Wholly Owned Subsidiary” means any Subsidiary (other than a Wholly-Owned Subsidiary).”

          2. Section 2.01 of the Existing Note Agreement is hereby amended by amending and restating the definition of “Investment” to read in full 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.”

          3. Section 9.11(e) of the Existing Note Agreement is hereby amended and restated to read in full as follows:

     “(e) In the case of the Company, Investments in Wholly-Owned Subsidiaries (including Subsidiaries acquired after December 1, 2008 in accordance with Section 9.20(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 9.20, 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 30% of Consolidated Net Worth;”

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          4. Section 9.11(g) of the Existing Note Agreement is hereby amended and restated in full as follows:

     “(g) In the case of any Subsidiary, Investments in Non-Wholly Owned Subsidiaries (including Subsidiaries acquired after December 1, 2008 in accordance with Section 9.20(a)(1)), resulting from the acquisition or ownership of Stock of, or capital contributions to, such Subsidiaries but, in each case, only to the extent not prohibited by Section 9.20, 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 30% of Consolidated Net Worth;”

          5. Section 9.20(a)(1)(A) of the Existing Note Agreement is hereby amended and restated to read in full as follows:

     “(A) immediately after giving effect to such acquisition, such Person shall constitute a Wholly-Owned Subsidiary or a Non-Wholly Owned Subsidiary subject to the limits set forth in Section 9.11(e) and Section 9.11(g);”

          6. Section 9.20 of the Existing Note Agreement is hereby amended by adding a new subsection (e) which shall read in full as follows:

“(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.”

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 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.

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     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.

     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.

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 Guaranty (or an agreement and adoption of the 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:

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     (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 9.20(a)(2)(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 Voting 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”) 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.

     5.5. Bank Consent.

     The Company shall have obtained any and all necessary consents, waivers and amendments with respect to the New Bank Loan Agreement, as amended from time to time, to permit the formation of the Cash America of Mexico and the acquisition of the Voting Stock 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 11.02 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

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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.

     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. 4 to 2002 Note Agreement]

     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.

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
By:	/s/ Brian K. Roelke
	Name:	Brian K. Roelke
	Title:	Director

[Signature Page to Amendment No. 4 to 2002 Note Agreement]

MINNESOTA LIFE INSURANCE COMPANY FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN FARM BUREAU MUTUAL INSURANCE COMPANY OF MICHIGAN FARM BUREAU GENERAL INSURANCE COMPANY OF MICHIGAN AMERICAN FIDELITY ASSURANCE COMPANY GREAT WESTERN INSURANCE COMPANY By: Advantus Capital Management, Inc.
By:	/s/ Thomas B. Houghton
	Name:	Thomas B. Houghton
	Title:	Vice President

[Signature Page to Amendment No. 4 to 2002 Note Agreement]

METLIFE INSURANCE COMPANY OF CONNECTICUT
By:
	Name:
	Title:

[Signature Page to Amendment No. 4 to 2002 Note Agreement]

MTL INSURANCE COMPANY By:  Prudential Private Placement Investors, L.P.         (as Investment Advisor) By:  Prudential Private Placement Investors, Inc.         (as its General Partner)
By:	/s/ Tim Laczkowski
	Name:	Tim Laczkowski
	Title:	Vice President

[Signature Page to Amendment No. 4 to 2002 Note Agreement]

Annex 1

CURRENT HOLDERS

Teachers Insurance and Annuity Association of America
Minnesota Life Insurance Company
Farm Bureau Life Insurance Company of Michigan
MTL Insurance Company
American Fidelity Assurance Company
Great Western Insurance Company
Farm Bureau Mutual Insurance Company of Michigan
Farm Bureau General Insurance Company of Michigan
MetLife Insurance Company of Connecticut

Exhibit A

CONSENT AND REAFFIRMATION

     Each of the undersigned (the “Guarantors”) hereby (i) acknowledges receipt of a copy of the foregoing Amendment No. 4 to Note Agreement (the “Fourth 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 Fourth 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 Fourth Amendment.

     In witness whereof, each of the undersigned has executed this Consent and Reaffirmation on and as of the date of such Fourth 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 and 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 Teachers Insurance and Annuity Association of America, Minnesota Life Insurance Company, Farm Bureau Life Insurance Company of Michigan, MTL Insurance Company, American Fidelity Assurance Company, Great Western Insurance Company, Farm Bureau Mutual Insurance Company of Michigan, Farm Bureau General Insurance Company of Michigan and MetLife Insurance Company of Connecticut (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 August 12, 2002 (as amended by that certain Amendment No. 1 to Note Agreement, dated as of September 7, 2004, that certain Amendment No. 2 to Note Agreement, dated as of December 31, 2006, and that certain Amendment No. 3 to Note Agreement, dated as of December 21, 2007, and as in effect prior to giving effect to the Amendment Agreement (defined below), the “Existing Note Agreement”) with the Purchasers listed on Schedule I attached thereto; and

     WHEREAS, the Company and the Current Holders are entering into that certain Amendment No. 4 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, 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

EX-10.16

EXHIBIT 10.16

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

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

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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

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-10.18

EXHIBIT 10.18

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

EX-10.22

EXHIBIT 10.22

AMENDMENT TO THE
CASH AMERICA INTERNATIONAL, INC.
EXECUTIVE CHANGE-IN-CONTROL SEVERANCE AGREEMENT

     THIS AMENDMENT to the Cash America International, Inc. Executive Change-in-Control Severance Agreement (the “Agreement”) is made on this 24^th day of December, 2008 by and between Cash America International, Inc. (the “Company”) and                                          (the “Executive”).

     WHEREAS, the Company and the Executive entered into the Agreement to provide for certain benefits upon termination of the Executive’s employment within 24 months after a change in control; and

     WHEREAS, the Company and the Executive desire to amend the Agreement to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”);

     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of the parties set forth in the Agreement and this Amendment, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree that the Agreement shall be amended as follows, effective as of January 1, 2009:

1.	Subsection (c) of Article 1 of the Agreement is hereby deleted.
2.	Subsection (f) of Article 1 of the Agreement is hereby amended to read as follows:
	(f) “Change in Control” shall mean an event that is a change in the ownership of Cash America International, Inc., or any successor thereto as provided in Article 8 hereto, (“CAI”), a change in the effective control of CAI or a change in the ownership of a substantial portion of the assets of CAI, all as defined in Code Section 409A and guidance issued thereto, except that 80% shall be substituted for 40% in applying Treasury Regulations Section 1.409A-3(i)(5)(vii). Notwithstanding the above, a Change in Control shall not include any event that is not treated under Section 409A or guidance issued thereto as a change in control event with respect to Executive.
3.	Subsection (l) of Article 1 of the Agreement is hereby amended to read as follows:
	(l) “Effective Date of Termination” means the date on which a Qualifying Termination occurs, as provided in Section 2.2 herein.
4.	Subsection (n) of Article 1 of the Agreement is hereby amended to read as follows:

     (n) “Good Reason” means, without the Executive’s express written consent, the occurrence after a Change in Control of the Company of any one (1) or more of the following:

(i)	The assignment of the Executive to duties materially inconsistent with, and which would constitute a material diminution with respect to, the Executive’s authorities, duties, responsibilities, and status (including offices, titles, and reporting requirements) as an executive and/or officer of the Company, or a material reduction or alteration in the nature or status of the Executive’s authorities, duties, or responsibilities from those in effect as of ninety (90) calendar days prior to the Change in Control, other than an insubstantial and inadvertent act;
(ii)	The Company’s requiring the Executive to be based at a location in excess of thirty-five (35) miles from the location of the Executive’s principal job location or office immediately prior to the Change in Control; except for required travel on the Company’s business to an extent substantially consistent with the Executive’s then-present business travel obligations;
(iii)	A reduction by the Company of the Executive’s Base Salary in effect on the Effective Date hereof, or as the same shall be increased from time to time;
(iv)	The failure of the Company to continue in effect any of the Company’s short- and long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices, or other compensation arrangements in which the Executive participates unless such failure to continue the plan, policy, practice, or arrangement pertains to all plan participants generally; or the failure by the Company to continue the Executive’s participation therein on substantially the same basis, both in terms of the amount of benefits provided and the level of the Executive’s participation relative to other participants, as existed immediately prior to the Change in Control of the Company;
(v)	The failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform the Company’s obligations under this Agreement, such that there is a breach of Article 8 herein; and
(vi)	A material breach of this Agreement by the Company which is not remedied by the Company within ten (10) business days of receipt of written notice of such breach delivered by the Executive to the Company.

5. Subsection (o) of Article 1 shall be deleted.

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6.	Subsection (p) of Article 1 of the Agreement shall be amended to read as follows:
	“Qualifying Termination” means any of the events described in Section 2.2 herein, the occurrence of which gives rise to the entitlement to payment of Severance Benefits hereunder.
7.	A new subsection (s) shall be added to Article 1 of the Agreement, to read as follows:
	(s) “Separation from Service” or “Separate from Service” means the Executive separates from service with the Company as determined under Code Section 409A. For purposes of determining whether a Separation from Service has occurred, the “Company” shall include the Company and all entities that would be treated as a single employer with the Company under Code Sections 414(b) or (c), but substituting “at least 50 percent” instead of “at least 80 percent” each place it appears in applying such rules.
8.	Section 2.1 of the Agreement is hereby amended to read as follows:

     2.1 Right to Severance Benefits. The Executive shall be entitled to receive from the Company Severance Benefits as described in Section 2.3 herein, if there has been a Change in Control of the Company and if, within twenty-four (24) months thereafter, the Executive Separates from Service with the Company for any reason specified in Section 2.2 herein as being a Qualifying Termination.

          The Executive shall not be entitled to receive Severance Benefits if he is terminated for Cause, or if his employment with the Company ends due to death, Disability, or due to a voluntary termination of employment for reasons other than as specified in Section 2.2(b) herein.

9. Section 2.2 of the Agreement is hereby amended to read as follows:

          2.2 Qualifying Termination. The occurrence of any one of the following events within twenty-four (24) months after a Change in Control of the Company shall be considered a “Qualifying Termination” and shall give rise to Executive’s entitlement to Severance Benefits under this Agreement:

(a)	The Company’s involuntary termination of the Executive’s employment without Cause; and
(b)	The Executive’s voluntary termination of employment following the initial existence of a Good Reason.

          For purposes of this Agreement, a Qualifying Termination shall not include a termination of employment by reason of death or Disability, the Executive’s voluntary termination for reasons other than as specified in Section 2.2(b) herein, or the Company’s involuntary termination for Cause.

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10. Section 2.3(a) of the Agreement is hereby amended to read as follows:

(a) A lump-sum amount equal to the Executive’s unpaid Base Salary, accrued vacation pay and unreimbursed business expenses, as well as all other items earned by and owed to the Executive to the extent permitted under Code Section 409A, through and including the Effective Date of Termination.

11. Section 2.3(e) of the Agreement is hereby amended to read as follows:

(e) An immediate vesting of any and all outstanding cash-based long-term incentive awards held by the Executive, as granted to the Executive by the Company as a component of the Executive’s compensation. The vested amount shall be the greater of: (i) an amount calculated under the terms of the incentive award based on the higher of actual performance goal achievement or target award level established for each award, multiplied by a fraction the numerator of which is the full number of completed calendar months in the preestablished performance period as of the Effective Date of Termination, and the denominator of which is the full number of months in the entire performance period (i.e., typically thirty-six (36) months); or (ii) the amount to which the Executive would be entitled under the terms of the long-term incentive award in the absence of this provision. The time and form of payment of this vested amount shall be determined pursuant to the terms of the long-term incentive awards.

12. Section 2.3(f) of the Agreement is hereby amended to read as follows:

(f) An immediate vesting and the lapse of all restrictions on any and all outstanding stock option, restricted stock and restricted stock unit awards held by the Executive, to the extent not already provided for in the award agreement.

13. Section 2.3(g) of the Agreement is hereby amended to read as follows:

(g) Equivalent payment for continued medical coverage under the Company’s group health plan and/or under the Company’s supplemental executive medical expense reimbursement plan (“MERP”), for a period of twenty-four (24) months following the date of Separation from Service, based on the same coverage level, including dependent coverage, as in effect on the Effective Date of Termination. With respect to coverage other than the MERP, such equivalent payment shall be provided by (i) providing reimbursement of the portion of the monthly COBRA premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the Company’s plans for the period of time during which Executive would be entitled to COBRA coverage (i.e., the first eighteen (18) months), or a direct reduction in premiums in lieu of

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reimbursement if determined by the Company in its discretion; and (ii) providing a lump-sum payment equal to the reimbursement described in clause (i) for the first monthly COBRA premium times six (6). The Company shall also pay a lump-sum payment equal to the portion of the monthly MERP premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the MERP for a period of twenty-four (24) months. Executive’s dependents shall be entitled to continue coverage for the full 24-month period following the Effective Date of Termination, even if the Executive dies during such period. Each payment or premium discount under this subsection shall be considered a separate payment for purposes of Code Section 409A.

14. Section 2.3(h) of the Agreement is hereby amended to read as follows:

(h) Up to $50,000 for reimbursement of amounts paid by the Executive for reasonable outplacement services from a reputable executive search firm of the Executive’s selection (or direct payment to such search firm), to the extent that the Executive incurs such expenses (i) as a direct result of the Separation from Service and (ii) within 24 months after the date of the Separation from Service. Notwithstanding anything in this Agreement to the contrary, the Company shall provide any reimbursements described in this Section 2.3(h) to the Executive on or before the December 31 of the third calendar year following the calendar year that includes the Separation from Service.

15. Section 2.5 of the Agreement is hereby amended to read as follows:

     2.5 Termination for Death. Following a Change in Control, if the Executive’s employment with the Company is terminated by reason of his death, the Executive’s benefits shall be determined in accordance with the Company’s retirement, survivor’s benefits, insurance, and other applicable programs then in effect.

16. Section 2.7 of the Agreement is hereby amended by adding the following sentence to the end thereof:

In order to terminate for Good Reason, (i) the Executive must give the Company 30 days’ written notice of the intent to terminate for Good Reason within 90 days of the initial existence of the conditions purportedly constituting Good Reason; (ii) the termination for Good Reason shall only take effect if the Company has not cured any conditions that are identified in such notice by Executive, and that constitute Good Reason, within 30 days after such notice; and (iii) the date of termination of employment may not be later than 130 days after the date of the initial existence of the conditions purportedly constituting Good Reason.

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17. Section 3.1 of the Agreement is hereby amended to read as follows:

     3.1 Form and Timing of Severance Benefits. The Severance Benefits described in Sections 2.3(a), 2.3(b), 2.3(c) and 2.3(d) herein and the lump sum payments described in Section 2.3(g) herein shall be paid in cash to the Executive in a single lump sum as soon as practicable following the date of Separation from Service, but in no event later than ten (10) calendar days from such date. Notwithstanding the foregoing, to the extent required by Code Section 409A, all or a portion of such payments shall be delayed to the date that is six months after the date of Separation from Service.

18. Section 3.2 of the Agreement is hereby amended to read as follows:

     3.2 Withholding of Taxes. Upon payment of Severance Benefits or other amounts payable under this Agreement, the Company shall withhold from those Severance Benefits or other amounts all federal, state, city, or other taxes as legally shall be required.

19. Section 4.1 of the Agreement is hereby amended to read as follows:

     4.1 Excise Tax Payment. If any portion of the Severance Benefits or any other payment under this Agreement, or under any other agreement with, or plan of the Company (in the aggregate, “Total Payments”) would constitute an “excess parachute payment,” such that a golden parachute excise tax is due, the Company shall provide to the Executive, in cash, an additional payment in an amount sufficient to cover the full cost of any excise tax and all of the Executive’s additional state and federal income, excise, and employment taxes that arise on this additional payment (cumulatively, the “Full Gross-Up Payment”), such that the Executive is in the same after-tax position as if he had not been subject to the excise tax. Such payment will be made as soon as administratively practicable, but in any case on or before December 31 of the calendar year next following the calendar year in which the Executive remits the related taxes.

          For purposes of this Agreement, the term “excess parachute payment” shall have the meaning assigned to such term in Section 280G of the Internal Revenue Code, as amended (the “Code”), and the term “excise tax” shall mean the tax imposed on such excess parachute payment pursuant to Sections 280G and 4999 of the Code.

20. Section 4.2 of the Agreement is hereby amended as follows:

     4.2 Subsequent Recalculation. In the event the Internal Revenue Service subsequently adjusts the excise tax computation herein described, the Company shall reimburse the Executive for the full amount necessary to make the Executive whole on an after-tax basis (less any amounts received by the Executive that the Executive would not have received had the computations initially been computed as subsequently adjusted), including the value of any underpaid excise tax. This payment shall be made on or before the December 31 of the calendar year following the calendar year in which the Executive remits the additional excise tax.

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21. Section 7.2 of the Agreement is hereby amended as follows:

     7.2 Payment of Legal Fees. In the event that it shall be necessary or desirable for the Executive to retain legal counsel and/or to incur other costs and expenses in connection with the enforcement of any or all of his rights under this Agreement, the Company shall pay (or the Executive shall be entitled to recover from the Company) on or before the December 31 of the calendar year following the calendar year in which the legal costs and expenses are incurred, any reasonable attorneys’ fees, costs, and expenses in connection with the good faith enforcement of the Executive’s rights (including the enforcement of any arbitration award) that arise during the Executive’s lifetime. This shall include, without limitation, court costs and attorney’s fees incurred by the Executive as a result of any good faith claim, action, or proceeding, including any such action against the Company arising out of, or challenging the validity or enforceability of, this Agreement or any provision hereof. This right to receive legal fees is not subject to liquidation or exchange for another benefit, and the amount of fees or expenses provided during one calendar year will not affect the amount of fees or expenses eligible for reimbursement or provided in any other calendar year.

22. A new Section 9.9 shall be added to the Agreement, to read as follows:

     9.9 Construction. This Agreement is intended to provide for severance payments and benefits and short-term deferrals exempt from Internal Revenue Code Section 409A, and shall be construed accordingly. To the extent that this Agreement provides for amounts not eligible for such exemptions, this Agreement is intended to comply with Internal Revenue Code Section 409A, and shall be construed accordingly.

23. This Amendment may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

          IN WITNESS WHEREOF, set forth the Company has caused its duly authorized officer to execute this Amendment on the date set forth above.

EXECUTIVE	CASH AMERICA INTERNATIONAL, INC.
By:	By:	/s/ Daniel R. Feehan	.
		Daniel R. Feehan Chief Executive Officer

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EX-10.24

EXHIBIT 10.24

AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS AMENDMENT is made on this 24^th day of December, 2008, (“Amendment”) by and between Cash America International, Inc., a Texas corporation (“CAI”); Cash America Management L.P., a wholly-owned subsidiary of CAI (“CAM”); and Daniel R. Feehan, an individual whose principal residence is in Fort Worth, Texas (“Executive”).

STATEMENT OF BACKGROUND

A.	CAI and CAM entered into an employment agreement with Executive, dated May 1, 2008 (the “Agreement”).
B	The Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, and legal counsel has recommended two non-material changes to ensure such compliance.
C.	The parties wish to amend the Agreement in the particulars specified herein.

STATEMENT OF AGREEMENT

     In consideration of good and valuable consideration, the sufficiency of which hereby is acknowledged, the parties agree to amend the Agreement effective as of the date of this Amendment as follows:

1. Section 4(e) of the Agreement is hereby amended by deleting said section in its entirety and replacing it with the following:

     (e) Disability. If Executive becomes Disabled (as defined below) before the end of the Term, Cash America will pay Executive an amount equal to Executive’s Annual Base Salary (at the rate of Executive’s Annual Base Salary in effect at the time Executive becomes Disabled and at the frequency and timing applicable from time to time under Cash America’s standard payroll practices and policies for salary payments to senior executive officers who continue in employment) for the period commencing at the time Executive becomes Disabled and ending on the earlier of (i) the 1-year anniversary of such commencement date, or (ii) the date Executive ceases to be Disabled. If Executive does cease to be Disabled and returns to work before the end of the 1-year period commencing at the time Executive becomes Disabled, he shall remain eligible for any amounts payable under Section 5 upon his subsequent termination of employment.

2. Section 12(g) is hereby amended by deleting therefrom the fourth sentence that reads as follows:

Where this Agreement provides for a payment of nonqualified deferred compensation subject to Code Section 409A, the date or event upon which such payment is to be made hereunder will be the Code Section 409A “payment date,” but actual payment will be made no later than the latest date permitted under Code Section 409A (generally, by the later of the end of the calendar year in which the payment date occurs, or the 15^th day of the third calendar month after the payment date occurs).

3. This Amendment may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument

4. Except as otherwise amended hereby, the Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties have executed this Agreement in counterparts on this the 24^th day of December, 2008.

EXECUTIVE	CASH AMERICA INTERNATIONAL, INC.
/s/ Daniel R. Feehan	By:	/s/ James H. Graves
Daniel R. Feehan		James H. Graves,
		Chairman of the Management Development & Compensation Committee of the Board of Directors
	CASH AMERICA MANAGEMENT L.P.
	By:	Cash America Holding, Inc., its general partner
	By:	Cash America International, Inc., its sole shareholder
	By:	/s/ James H. Graves James H. Graves,
		Chairman of the Management Development & Compensation Committee of the Board of Directors

EX-10.27

EXHIBIT 10.27

January 16, 2009

Mr. James H. Kauffman
5917 Cypress Point
Fort Worth, 76132

Re:  Retirement and Separation of Employment

Dear Jim:

     This letter agreement and release of claims (the “Agreement”) sets forth the terms and conditions governing your agreement to retire from, and the resulting termination of your employment relationship with, Primary Payment Solutions, LLC., and any relationship with Cash America International, Inc., and their affiliates and subsidiaries (collectively, the “Company”). Additionally, it is agreed that this Agreement sets forth the entire agreement between you and the Company (the “Parties”) and its predecessors, directors, officers, employees, agents and representatives relating to the separation of your employment.

     Except as expressly provided herein, this Agreement is not intended to alter the form or timing of any severance pay or benefits provided to you under any prior arrangement, including, but not limited to, the Cash America International, Inc. Severance Pay Plan for Executives (the “Severance Plan”) but is intended to provide for certain modified or additional payments and benefits described herein. Your separation from the Company under this Agreement is an Eligible Termination for purposes of Section 2(c) of the Severance Plan.

     Your retirement and separation from service is effective January 16, 2009 (the “Severance Date”). In consideration of your separation from service, you and the Company agree to the following:

(1) If you agree to and accept the terms contained in this Agreement, you must sign the Agreement in the space provided below and return one fully executed original of this Agreement to the Company by February 9, 2009, which date is more than 21 days after the date that this Agreement is being delivered to you. If you elect to sign this Agreement and return an original of it to the Company, you will have seven (7) days after you deliver the original of the Agreement to the Company during which you may revoke your acceptance. If you choose to revoke your acceptance, you must notify the Company in writing, and the Company must receive the notification by the expiration of this seven-day period. If you do not sign this Agreement within the time period required by law, or if you revoke your acceptance during the revocation period described above, this Agreement will be of no further force or effect, and you will not be entitled to any of the payments or benefits described herein.

Confidential

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(2)	Your separation from all offices and positions held by you in the Company will be effective as of January 16, 2009. Your Executive Change-In-Control and Severance Agreement shall also automatically terminate as of January 16, 2009.
(3)	If you sign the Agreement in the manner described in paragraph (1) above and you do not thereafter revoke your acceptance, the Company will pay to you a single lump-sum payment in the total gross amount of $511,203.58 (less all applicable deductions), between August 21st and September 18th 2009.
(4)	If you sign this Agreement in the manner described in paragraph (1) above and you do not thereafter revoke your acceptance, the Company will pay to you severance pay in the aggregate gross amount of $487,772.88 (such payments being referred to herein as the “Salary Continuation Pay”), less applicable withholdings required by law. The Salary Continuation Pay is for the period between the Severance Date and June 30, 2010. These payments will commence on the January 23, 2009 pay date (subject to the expiration of the revocation period of the Agreement, as described in Section 4 of the Severance Plan), and will end on the Company’s regularly scheduled payday that includes payment of wages for the pay period that includes June 30, 2010. During this period, the Salary Continuation Pay will be paid in substantially equal installments in accordance with the Company’s normal payroll practices and policies (as provided in Section 3(a)(ii)(B) of the Severance Plan).
(5)	If you sign the Agreement in the manner described in paragraph (1) above and you do not thereafter revoke your acceptance, the Company will pay to you in a single lump sum an amount equal to $25,769.23, which reflects the value of 160 hours of vacation. This lump-sum amount will be paid to you between February 6th and February 20th 2009.
(6)	If you sign the Agreement in the manner described in paragraph (1) above and you do not thereafter revoke your acceptance, the Company will provide group welfare benefits, including, but not limited to, group medical, dental and vision benefits under the Company’s group health plan(s) as provided in Section 3(a)(iii) of the Severance Plan.
(7)	This Agreement provides for any and all payments to you for any reason associated with your employment with the Company up to and including January 16, 2009. Notwithstanding anything in the Severance Plan to the contrary, you will not be entitled to receive any amounts under any other plan, program or agreement with the Company (including, without limitation, incentive pay under the Cash America 2009 Short Term Incentive Plan or any other incentive plan, Restricted Stock Units (including the 2008 special award) or any other awards under the Cash America International, Inc. 2004 Long-Term Incentive Plan, or any agreement or arrangement providing benefits or payments in the event of a change in corporate control); and all other benefits and

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perquisites that you are currently receiving will cease on January 16, 2009. The foregoing will not, however, affect any vested benefits (except for any portion of the Performance Award granted under your Cash America International, Inc. 2008 Long Term Incentive Plan Award Agreement that could vest under the Rule of 65, which portion of the award you hereby agree is forfeited) to which you are entitled after separation under the terms of any Company benefit or compensation plan in which you are a participant (including, without limitation, the Company’s Supplemental Executive Retirement Plan (“SERP”)). The foregoing will also not affect your receipt of any 2008 Short Term Incentive or any 2008 contribution to the SERP for which you were eligible as of December 31, 2008 should such discretionary incentive or amounts be granted by the Company’s Board of Directors. Notwithstanding anything herein to the contrary, to the extent there are any conflicts or inconsistencies between this Agreement and the Severance Plan, the terms of this Agreement shall prevail.

(8)	If you sign the Agreement in the manner described in paragraph (1) above and you do not thereafter revoke your acceptance, (x) Subsections 7(a)(i, iii and iv) shall automatically be deleted from that certain Nonqualified Stock Option With Limited Stock Appreciation Right Agreement between you and the Company and dated January 22, 2003, (y) Subsections 7(a)(i, iii and iv) shall automatically be deleted from that certain Nonqualified Stock Option With Limited Stock Appreciation Right Agreement between you and the Company and dated January 26, 2000, and (z) Subsections 7(a)(i, iii and iv) shall automatically be deleted from that certain Nonqualified Stock Option With Limited Stock Appreciation Right Agreement between you and the Company and dated January 23, 2002.
(9)	You agree not to say, write, do, authorize or otherwise create or publish anything that will in any way disparage the Company or any of its employees. You also agree not to interfere with the management of the Company through any contact with shareholders, directors, employees, vendors and others, and not to make any public or private statements or comments that may have the effect of disrupting operations of the Company in any way.
(10)	It is further agreed that you will return to the Company, on or before January 31, 2009, all Company property currently in your possession, including without limitation, computers, PDAs, keys, credit cards, cellular phones, pagers and all papers, lists and other materials that relate to, or involve, the business of the Company and that are in your possession or control.
(11)	You further agree to give up any claim to reinstatement with the Company. You also agree not to apply for re-employment with the Company or any related Company during the Severance Period. Following the expiration of the Severance Period, you may apply

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for employment and be evaluated along with all other qualified applicants in accordance with the Company’s hiring policies and procedures.

(12)	You acknowledge that during the term of your employment you have been privy to confidential and proprietary information of the Company. You agree to not disclose to any third party the trade secrets, proprietary information, marketing strategies, business strategies, business plans, pricing data, legal analyses, financial information, insurance information, customer lists, customer information, creditor files, processes, policies, procedures, research, lists, methodologies, specifications, software, software code, computer systems, software and hardware architecture and specifications, customer information systems, point of sale systems, management information systems, software design and development plans and materials, intellectual property, contracts, business records, technical expertise and know-how, and other confidential and proprietary information and trade secrets of the Company (collectively, the “Property”), which were provided to you by the Company and are confidential and proprietary property of the Company. You further agree not to use any Property to your personal benefit or the benefit of any third party. You also agree to return to the Company by your Severance Date all such Property which is tangible. Notwithstanding the foregoing, the Property protected hereunder does not include any data or information that has been disclosed to the public (except where such public disclosure has been made by you without authorization), that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. The restrictions in this provision are in addition to, and not in lieu of, any rights or remedies the Company may have available pursuant to the laws of the State of Texas to prevent the disclosure of trade secrets and proprietary information. Your obligations under the nondisclosure provisions hereof (i) will apply to confidential information that does not constitute trade secrets for a period of 36 months after your Severance Date, and (ii) will apply to trade secrets until such Property no longer constitutes trade secrets.
(13)	You agree that, for 18 months after your Severance Date, you will not, directly or indirectly, solicit, recruit or induce any employee, officer, agent or independent contractor of the Company to terminate such party’s engagement with the Company so as to work for any person or business which competes with the Company for talent; provided, the restrictions set forth in this provision will only apply to employees, officers, agents or independent contractors with whom you had business contact during the 12-month period prior to your Severance Date.
(14)	You agree that, for 18 months after your Severance Date, you will not, on your own behalf or on behalf of any other person or entity (including without limitation any entity that you may form, join, consult with, provide services or assistance to or on behalf of, or otherwise become affiliated with), compete with the Company anywhere within the

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Territory by providing management or consulting services similar to those you provided to the Company with respect to any products or services similar to those offered (or under development) by the Company on your Severance Date (“Company Products and Services”). For purposes of this Agreement, the term “Territory” will mean any territory in which the Company offers Company Products or Services on the Severance Date, plus any additional territory into which the Company has actively and directly sought to expand during the 12-month period preceding the Severance Date in which you were involved.

(15)

You agree that, for 18 months after your Severance Date, you will not, on your own behalf or on behalf of any other person or entity, solicit, initiate contact, call upon, initiate communication with or attempt to initiate communication with any customer or client of the Company or any representative of any customer or client of the Company, with a view to providing Company Products and Services to such clients or customers; provided, the restrictions set forth in this provision will apply only to customers or clients of the Company with whom you had contact within the 12-month period prior to your Severance Date.

(16)

You acknowledge and agree that the provisions hereof relating to confidential and proprietary information, nonsolicitation of employees and agents, noncompetition, and nonsolicitation of customers and clients (collectively, the “Covenants”) are reasonable and valid and do not impose limitations greater than those that are necessary to protect the business interests and confidential information of the Company. You expressly agree and consent that, and represent and warrant to the Company that, the Covenants will not prevent or unreasonably restrict or interfere with your ability to make a fair living. You agree that the invalidity or unenforceability of any one or more of the Covenants, or any part thereof, will not affect the validity or enforceability of the other Covenants, all of which are inserted conditionally on their being valid in law. In case any one or more of the Covenants contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect for any reason, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable Covenant had never been contained herein. You also agree that in the event any court of appropriate jurisdiction should determine that any portion or provision of any Covenant is invalid, unenforceable or excessively restrictive, you and the Company will request such court to rewrite such Covenant in order to make such Covenant legal, enforceable and acceptable to such court to the maximum extent permissible under applicable law. You agree that the Covenants contained in this Agreement are severable and divisible; that none of such Covenants depends on any other Covenant for its enforceability; that such Covenants constitute enforceable obligations between you and the Company; that each such Covenant will be construed as an agreement independent of any other Covenant of this Agreement; and

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	that the existence of any claim or cause of action by one party to this Agreement against the other party to this Agreement, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by any party to this Agreement of any such Covenant.
	You agree that any remedy at law for any breach of the Covenants will be inadequate and that the Company will be entitled to apply for injunctive relief in addition to any other remedy the Company might have under this Agreement or applicable law.
	You acknowledge that, in addition to seeking injunctive relief, the Company may bring a cause of action against you for any and all losses, liabilities, damages, deficiencies, costs (including, without limitation, court costs), and expenses (including, without limitation, reasonable attorneys’ fees), incurred by the Company and arising out of or due to any breach of any of the Covenants. In addition, you agree that either party may bring an action against the other for breach of any other provision of this Agreement.
(17)	This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and guidance issued thereunder (“Section 409A”) and shall be construed accordingly. Any payments or distributions payable to you under this Agreement upon your “separation from service” (as defined for purposes of Section 409A) of amounts classified as “nonqualified deferred compensation” for purposes of Section 409A, and not exempt from Section 409A, shall in no event be made or commence until six (6) months after such separation from service. Each payment under this Agreement (whether of cash, property or benefits) shall be treated as a separate payment for purposes of Section 409A. With respect to payments or benefits provided under this Agreement that are reimbursements or in-kind payments that are not exempt from Section 409A, the amount of such payment(s) or benefit(s) during any calendar year shall not affect payment(s) or benefit(s) provided in any other calendar year, and the right to any payment(s) or benefit(s) shall not be subject to liquidation or exchange for another benefit. Any reimbursements under this Agreement shall be paid as soon as practicable but no later than 90 days after you submit evidence of such expenses to the Company (which payment date shall in no event be later than the last day of the calendar year following the calendar year in which the expense was incurred).

     In consideration of the above, including the mutual agreements of the parties hereto and the payments to be made to you hereunder, the receipt and sufficiency of which are hereby acknowledged and confessed by you, you (on behalf of yourself and your successors and assigns) voluntarily and knowingly, fully, completely, and forever release the Company and its officers, directors, employees, stockholders, and legal successors and assigns of the Company (collectively, “Released Parties”) from all claims, charges, actions and causes of action, whether now known or unknown, which you now have, or at any other time had, or shall or may have

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against those Released Parties based upon or arising out of any matter, cause, fact, thing, act or omission whatsoever occurring at any time up to and including the date you sign this Agreement, including, but not limited to, any claims for claims based upon or arising under: express or implied contract; wages or benefits owed; covenants of fair dealing and good faith; interference with contract; option grants; wrongful discharge or termination; employment discrimination of any type; the Texas Commission on Human Rights Act (“TCHRA”), and any similar statute in other states; the Texas Payday Act, the Texas Labor Code, and any similar statute in other states; any claim of employment discrimination based on exercising rights under worker’s compensation laws; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, et seq. (prohibiting discrimination on account of race, sex, national origin or religion); the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §§ 621, et seq. (prohibiting discrimination on account of age) (ADEA); the Civil Rights Act of 1991; the Civil Rights Acts of 1866 and 1871, 42 U.S.C. §§ 1981; Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1001, et seq. (ERISA); the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101-12213 (ADA); the Family and Medical Leave Act, 29 U.S.C. § 2601, et seq. (FMLA); the Fair Labor Standards Act, 29 U.S.C. § 201, et seq. (FLSA); the Workers’ Adjustment and Retraining Notification Act (“WARN”); any and all state and federal statutes which prohibit discrimination or retaliation in employment based on any protected status (including, without limitation, national origin, race, sex, sexual orientation, disability, workers’ compensation status, or other protected category) and amendments to these statutes; the common law, negligence, gross negligence or any other tort claim, including but not limited to, intentional infliction of emotional distress, negligent infliction of emotional distress, negligence, defamation, assault, battery, invasion of privacy, false imprisonment, breach of contract, interference with a contract, interference with contractual relations, civil conspiracy, duress, promissory or equitable estoppel, defamation, fraud, misrepresentation, wrongful termination, violation of public policy, retaliation, personal injury, breach of fiduciary duty, loss of consortium, bad faith, and any federal, state or local laws, statutes, regulations, ordinances, or other similar provisions. You understand that you are not releasing any claims that arise after the date you sign this Agreement.

     You understand that following the seven-day revocation period, this release will be final and binding. You promise that you on behalf of yourself and any representative, and any person whose claims derive from yours, will not pursue any claim that you have settled by this release or file any lawsuit or other legal proceeding to assert any such claims and you understand and agree that you will not be entitled hereafter to pursue any claims arising out of any alleged violation of your rights while employed by the Company, including, but not limited to, claims for back pay, losses or other damages. If you break any of the promises set forth in the previous sentence, you agree to pay all of the Company’s costs and expenses (including reasonable attorneys’ fees) related to the defense of any claims except for claims arising under the Older Workers Benefit Protection Act (OWBPA) and the ADEA. Although you are releasing claims that you may have under the OWBPA and ADEA, you understand that you may challenge the

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knowing and voluntary nature of this release before a court, the Equal Employment Opportunity Commission (EEOC), or any other federal, state or local agency charged with the enforcement of any employment laws. You also understand that nothing in this release prevents you from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the EEOC or any other federal, state or local agency charged with the enforcement of any employment laws. You understand, however, that if you pursue a claim against the Company under the OWBPA and/or the ADEA to challenge the validity of this release and prevail on the merits of an ADEA claim, a court has the discretion to determine whether the Company is entitled to restitution, recoupment, or set off (hereinafter “reduction”) against a monetary award obtained by you in the court proceeding. A reduction never can exceed the amount you recover, or the consideration you received for signing this release, whichever is less. Furthermore, you give up your right to individual damages or remedies in connection with any administrative or judicial proceeding with respect to your employment or termination of employment with the Company. You also recognize that the Company may be entitled to recover costs and attorneys fees incurred by the Company as specifically authorized under applicable law.

     You on behalf of yourself and any representative, and any person whose claims derive from yours, promises that no lawsuit or claim has been or will be filed based on any claims released by this Agreement. If such a lawsuit or claim has been or is filed, you agree to withdraw or dismiss such lawsuit or claims upon signing this Agreement; otherwise, you agree to pay all attorneys’ fees and court costs incurred by the Company or any other released party in defending against the lawsuit, claim or charge, along with other appropriate damages.

     This Agreement is not an admission on the Company’s part of any liability whatsoever or that it in any way has acted improperly or unlawfully. The Company specifically denies any liability or improper or unlawful conduct.

     If any claims are made by or against the Company which arise out of or relate to your employment with the Company, you agree that you will cooperate fully in the investigation and defense of such claims, including but not limited to preparation for and providing truthful testimony.

     This Agreement is intended by you and the Company to be a legally valid and binding agreement. If any provision of this Agreement if found to be illegal, invalid or unenforceable, such term or provision shall be severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision were never a part hereof; the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance; and in lieu of such illegal, invalid or unenforceable provision, there shall be added as part of this Agreement, a provision as similar in its terms to such illegal, invalid or unenforceable provision, as may be possible and be legal, valid or enforceable.

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     This Agreement shall be construed and enforced in accordance with the laws of the State of Texas, United States, and venue for any action brought in connection with this Agreement shall lie in Tarrant County, Texas, U.S.A.

     The Company wishes you success in your future endeavors.

Very truly yours, Primary Payment Solutions, LLC By Its Authorized Representative
By:	/s/ Daniel R. Feehan
	Title: Authorized Representative

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     I have read the foregoing Agreement, agree to its terms, and acknowledge receipt of a copy of same, and the sufficiency of the payments recited in it. I understand and acknowledge that I should seek counsel from an attorney with regard to all aspects of this Agreement (including, but not limited to the release contained in it) and that I have had a sufficient opportunity to do so. I hereby voluntarily enter into this Agreement effective as of January 16, 2009, with full knowledge of its meaning and significance. I acknowledge and warrant that I have been given a period of at least 21 days within which to consider this Agreement prior to executing it, if I so desire. This Agreement may be revoked by me for a period of 7 days following its execution. To be effective, the revocation must be in writing and received by the Company by the expiration of this seven-day period.

/s/ James H. Kauffman  

James H. Kauffman 

Date: January 22, 2009

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EX-10.28

EXHIBIT 10.28

January 16, 2009

Mr. Michael D Gaston
4317 Woodwick Court
Fort Worth, Texas 76109

Re:  Retirement and Separation of Employment

Dear Mike:

     This letter agreement and release of claims (the “Agreement”) sets forth the terms and conditions governing your agreement to retire from, and the resulting the termination of your employment relationship with, Cash America Management L.P., and any relationship with Cash America International, Inc., and their affiliates and subsidiaries (collectively, the “Company”). Additionally, it is agreed that this Agreement sets forth the entire agreement between you and the Company (the “Parties”) and its predecessors, directors, officers, employees, agents and representatives relating to the separation of your employment.

     Except as expressly provided herein, this Agreement is not intended to alter the form or timing of any severance pay or benefits provided to you under any prior arrangement, including, but not limited to, the Cash America International, Inc. Severance Pay Plan for Executives (the “Severance Plan”) but is intended to provide for certain modified or additional payments and benefits described herein. Your separation from the Company under this Agreement is an Eligible Termination for purposes of Section 2(c) of the Severance Plan.

     Your retirement and separation from service is effective January 16, 2009 (the “Severance Date”). In consideration of your separation from service, you and the Company agree to the following:

(1) If you agree to and accept the terms contained in this Agreement, you must sign the Agreement in the space provided below and return one fully executed original of this Agreement to the Company by February 9, 2009, which date is more than 21 days after the date that this Agreement is being delivered to you. If you elect to sign this Agreement and return an original of it to the Company, you will have seven (7) days after you deliver the original of the Agreement to the Company during which you may revoke your acceptance. If you choose to revoke your acceptance, you must notify the Company in writing, and the Company must receive the notification by the expiration of this seven-day period. If you do not sign this Agreement within the time period required by law, or if you revoke your acceptance during the revocation period described above, this Agreement will be of no further force or effect, and you will not be entitled to any of the payments or benefits described herein.

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(2)	Your separation from all offices and positions held by you in the Company will be effective as of January 16, 2009. Your Executive Change-In-Control and Severance Agreement shall also automatically terminate as of January 16, 2009.
(3)	If you sign the Agreement in the manner described in paragraph (1) above and you do not thereafter revoke your acceptance, the Company will pay to you a single lump-sum payment in the total gross amount of $393,023.29 (less all applicable deductions), between August 21st and September 18th 2009.
(4)	If you sign this Agreement in the manner described in paragraph (1) above and you do not thereafter revoke your acceptance, the Company will pay to you severance pay in the aggregate gross amount of $397,498.50 (such payments being referred to herein as the “Salary Continuation Pay”), less applicable withholdings required by law. The Salary Continuation Pay is for the period between the Severance Date and June 30, 2010. These payments will commence on the January 23, 2009 pay date (subject to the expiration of the revocation period of the Agreement, as described in Section 4 of the Severance Plan), and will end on the Company’s regularly scheduled payday that includes payment of wages for the pay period that includes June 30, 2010. During this period, the Salary Continuation Pay will be paid in substantially equal installments in accordance with the Company’s normal payroll practices and policies (as provided in Section 3(a)(ii)(B) of the Severance Plan).
(5)	If you sign the Agreement in the manner described in paragraph (1) above and you do not thereafter revoke your acceptance, the Company will pay to you in a single lump sum an amount equal to $21,000.00, which reflects the value of 160 hours of vacation. This lump-sum amount will be paid to you between February 6th and February 20th 2009.
(6)	If you sign the Agreement in the manner described in paragraph (1) above and you do not thereafter revoke your acceptance, the Company will provide group welfare benefits, including, but not limited to, group medical, dental and vision benefits under the Company’s group health plan(s) as provided in Section 3(a)(iii) of the Severance Plan.
(7)	This Agreement provides for any and all payments to you for any reason associated with your employment with the Company up to and including January 16, 2009. Notwithstanding anything in the Severance Plan to the contrary, you will not be entitled to receive any amounts under any other plan, program or agreement with the Company (including, without limitation, incentive pay under the Cash America 2009 Short Term Incentive Plan or any other incentive plan, Restricted Stock Units (including the 2008 special award) or any other awards under the Cash America International, Inc. 2004 Long-Term Incentive Plan, or any agreement or arrangement providing benefits or payments in the event of a change in corporate control); and all other benefits and

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perquisites that you are currently receiving will cease on January 16, 2009. The foregoing will not, however, affect any vested benefits (except for any portion of the Performance Award granted under your Cash America International, Inc. 2008 Long Term Incentive Plan Award Agreement that could vest under the Rule of 65, which portion of the award you hereby agree is forfeited) to which you are entitled after separation under the terms of any Company benefit or compensation plan in which you are a participant (including, without limitation, the Company’s Supplemental Executive Retirement Plan (“SERP”)). The foregoing will also not affect your receipt of any 2008 Short Term Incentive or any 2008 contribution to the SERP for which you were eligible as of December 31, 2008 should such discretionary incentive or amounts be granted by the Company’s Board of Directors. Notwithstanding anything herein to the contrary, to the extent there are any conflicts or inconsistencies between this Agreement and the Severance Plan, the terms of this Agreement shall prevail.

(8)	You agree not to say, write, do, authorize or otherwise create or publish anything that will in any way disparage the Company or any of its employees. You also agree not to interfere with the management of the Company through any contact with shareholders, directors, employees, vendors and others, and not to make any public or private statements or comments that may have the effect of disrupting operations of the Company in any way.
(9)	It is further agreed that you will return to the Company, on or before January 31, 2009, all Company property currently in your possession, including without limitation, computers, PDAs, keys, credit cards, cellular phones, pagers and all papers, lists and other materials that relate to, or involve, the business of the Company and that are in your possession or control.
(10)	You further agree to give up any claim to reinstatement with the Company. You also agree not to apply for re-employment with the Company or any related Company during the Severance Period. Following the expiration of the Severance Period, you may apply for employment and be evaluated along with all other qualified applicants in accordance with the Company’s hiring policies and procedures.
(11)	You acknowledge that during the term of your employment you have been privy to confidential and proprietary information of the Company. You agree to not disclose to any third party the trade secrets, proprietary information, marketing strategies, business strategies, business plans, pricing data, legal analyses, financial information, insurance information, customer lists, customer information, creditor files, processes, policies, procedures, research, lists, methodologies, specifications, software, software code, computer systems, software and hardware architecture and specifications, customer information systems, point of sale systems, management information systems, software

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design and development plans and materials, intellectual property, contracts, business records, technical expertise and know-how, and other confidential and proprietary information and trade secrets of the Company (collectively, the “Property”), which were provided to you by the Company and are confidential and proprietary property of the Company. You further agree not to use any Property to your personal benefit or the benefit of any third party. You also agree to return to the Company by your Severance Date all such Property which is tangible. Notwithstanding the foregoing, the Property protected hereunder does not include any data or information that has been disclosed to the public (except where such public disclosure has been made by you without authorization), that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. The restrictions in this provision are in addition to, and not in lieu of, any rights or remedies the Company may have available pursuant to the laws of the State of Texas to prevent the disclosure of trade secrets and proprietary information. Your obligations under the nondisclosure provisions hereof (i) will apply to confidential information that does not constitute trade secrets for a period of 36 months after your Severance Date, and (ii) will apply to trade secrets until such Property no longer constitutes trade secrets.

(12)	You agree that, for 18 months after your Severance Date, you will not, directly or indirectly, solicit, recruit or induce any employee, officer, agent or independent contractor of the Company to terminate such party’s engagement with the Company so as to work for any person or business which competes with the Company for talent; provided, the restrictions set forth in this provision will only apply to employees, officers, agents or independent contractors with whom you had business contact during the 12-month period prior to your Severance Date.
(13)	You agree that, for 18 months after your Severance Date, you will not, on your own behalf or on behalf of any other person or entity (including without limitation any entity that you may form, join, consult with, provide services or assistance to or on behalf of, or otherwise become affiliated with), compete with the Company anywhere within the Territory by providing management or consulting services similar to those you provided to the Company with respect to any products or services similar to those offered (or under development) by the Company on your Severance Date (“Company Products and Services”). For purposes of this Agreement, the term “Territory” will mean any territory in which the Company offers Company Products or Services on the Severance Date, plus any additional territory into which the Company has actively and directly sought to expand during the 12-month period preceding the Severance Date in which you were involved.
(14)	You agree that, for 18 months after your Severance Date, you will not, on your own behalf or on behalf of any other person or entity, solicit, initiate contact, call upon,

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initiate communication with or attempt to initiate communication with any customer or client of the Company or any representative of any customer or client of the Company, with a view to providing Company Products and Services to such clients or customers; provided, the restrictions set forth in this provision will apply only to customers or clients of the Company with whom you had contact within the 12-month period prior to your Severance Date.

(15)	You acknowledge and agree that the provisions hereof relating to confidential and proprietary information, nonsolicitation of employees and agents, noncompetition, and nonsolicitation of customers and clients (collectively, the “Covenants”) are reasonable and valid and do not impose limitations greater than those that are necessary to protect the business interests and confidential information of the Company. You expressly agree and consent that, and represent and warrant to the Company that, the Covenants will not prevent or unreasonably restrict or interfere with your ability to make a fair living. You agree that the invalidity or unenforceability of any one or more of the Covenants, or any part thereof, will not affect the validity or enforceability of the other Covenants, all of which are inserted conditionally on their being valid in law. In case any one or more of the Covenants contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect for any reason, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable Covenant had never been contained herein. You also agree that in the event any court of appropriate jurisdiction should determine that any portion or provision of any Covenant is invalid, unenforceable or excessively restrictive, you and the Company will request such court to rewrite such Covenant in order to make such Covenant legal, enforceable and acceptable to such court to the maximum extent permissible under applicable law. You agree that the Covenants contained in this Agreement are severable and divisible; that none of such Covenants depends on any other Covenant for its enforceability; that such Covenants constitute enforceable obligations between you and the Company; that each such Covenant will be construed as an agreement independent of any other Covenant of this Agreement; and that the existence of any claim or cause of action by one party to this Agreement against the other party to this Agreement, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by any party to this Agreement of any such Covenant.
	You agree that any remedy at law for any breach of the Covenants will be inadequate and that the Company will be entitled to apply for injunctive relief in addition to any other remedy the Company might have under this Agreement or applicable law.
	You acknowledge that, in addition to seeking injunctive relief, the Company may bring a cause of action against you for any and all losses, liabilities, damages, deficiencies, costs

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(including, without limitation, court costs), and expenses (including, without limitation, reasonable attorneys’ fees), incurred by the Company and arising out of or due to any breach of any of the Covenants. In addition, you agree that either party may bring an action against the other for breach of any other provision of this Agreement.

(16) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and guidance issued thereunder (“Section 409A”) and shall be construed accordingly. Any payments or distributions payable to you under this Agreement upon your “separation from service” (as defined for purposes of Section 409A) of amounts classified as “nonqualified deferred compensation” for purposes of Section 409A, and not exempt from Section 409A, shall in no event be made or commence until six (6) months after such separation from service. Each payment under this Agreement (whether of cash, property or benefits) shall be treated as a separate payment for purposes of Section 409A. With respect to payments or benefits provided under this Agreement that are reimbursements or in-kind payments that are not exempt from Section 409A, the amount of such payment(s) or benefit(s) during any calendar year shall not affect payment(s) or benefit(s) provided in any other calendar year, and the right to any payment(s) or benefit(s) shall not be subject to liquidation or exchange for another benefit. Any reimbursements under this Agreement shall be paid as soon as practicable but no later than 90 days after you submit evidence of such expenses to the Company (which payment date shall in no event be later than the last day of the calendar year following the calendar year in which the expense was incurred).

     In consideration of the above, including the mutual agreements of the parties hereto and the payments to be made to you hereunder, the receipt and sufficiency of which are hereby acknowledged and confessed by you, you (on behalf of yourself and your successors and assigns) voluntarily and knowingly, fully, completely, and forever release the Company and its officers, directors, employees, stockholders, and legal successors and assigns of the Company (collectively, “Released Parties”) from all claims, charges, actions and causes of action, whether now known or unknown, which you now have, or at any other time had, or shall or may have against those Released Parties based upon or arising out of any matter, cause, fact, thing, act or omission whatsoever occurring at any time up to and including the date you sign this Agreement , including, but not limited to, any claims for claims based upon or arising under: express or implied contract; wages or benefits owed; covenants of fair dealing and good faith; interference with contract; option grants; wrongful discharge or termination; employment discrimination of any type; the Texas Commission on Human Rights Act (“TCHRA”), and any similar statute in other states; the Texas Payday Act, the Texas Labor Code, and any similar statute in other states; any claim of employment discrimination based on exercising rights under worker’s compensation laws; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, et seq. (prohibiting discrimination on account of race, sex, national origin or religion); the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §§ 621, et seq. (prohibiting

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discrimination on account of age) (ADEA); the Civil Rights Act of 1991; the Civil Rights Acts of 1866 and 1871, 42 U.S.C. §§ 1981; Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1001, et seq. (ERISA); the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101-12213 (ADA); the Family and Medical Leave Act, 29 U.S.C. § 2601, et seq. (FMLA); the Fair Labor Standards Act, 29 U.S.C. § 201, et seq. (FLSA); the Workers’ Adjustment and Retraining Notification Act (“WARN”); any and all state and federal statutes which prohibit discrimination or retaliation in employment based on any protected status (including, without limitation, national origin, race, sex, sexual orientation, disability, workers’ compensation status, or other protected category) and amendments to these statutes; the common law, negligence, gross negligence or any other tort claim, including but not limited to, intentional infliction of emotional distress, negligent infliction of emotional distress, negligence, defamation, assault, battery, invasion of privacy, false imprisonment, breach of contract, interference with a contract, interference with contractual relations, civil conspiracy, duress, promissory or equitable estoppel, defamation, fraud, misrepresentation, wrongful termination, violation of public policy, retaliation, personal injury, breach of fiduciary duty, loss of consortium, bad faith, and any federal, state or local laws, statutes, regulations, ordinances, or other similar provisions. You understand that you are not releasing any claims that arise after the date you sign this Agreement.

     You understand that following the seven-day revocation period, this release will be final and binding. You promise that you on behalf of yourself and any representative, and any person whose claims derive from yours, will not pursue any claim that you have settled by this release or file any lawsuit or other legal proceeding to assert any such claims and you understand and agree that you will not be entitled hereafter to pursue any claims arising out of any alleged violation of your rights while employed by the Company, including, but not limited to, claims for back pay, losses or other damages. If you break any of the promises set forth in the previous sentence, you agree to pay all of the Company’s costs and expenses (including reasonable attorneys’ fees) related to the defense of any claims except for claims arising under the Older Workers Benefit Protection Act (OWBPA) and the ADEA. Although you are releasing claims that you may have under the OWBPA and ADEA, you understand that you may challenge the knowing and voluntary nature of this release before a court, the Equal Employment Opportunity Commission (EEOC), or any other federal, state or local agency charged with the enforcement of any employment laws. You also understand that nothing in this release prevents you from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the EEOC or any other federal, state or local agency charged with the enforcement of any employment laws. You understand, however, that if you pursue a claim against the Company under the OWBPA and/or the ADEA to challenge the validity of this release and prevail on the merits of an ADEA claim, a court has the discretion to determine whether the Company is entitled to restitution, recoupment, or set off (hereinafter “reduction”) against a monetary award obtained by you in the court proceeding. A reduction never can exceed the amount you recover, or the consideration you received for signing this release, whichever is less. Furthermore, you

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give up your right to individual damages or remedies in connection with any administrative or judicial proceeding with respect to your employment or termination of employment with the Company. You also recognize that the Company may be entitled to recover costs and attorneys fees incurred by the Company as specifically authorized under applicable law.

     You on behalf of yourself and any representative, and any person whose claims derive from yours, promises that no lawsuit or claim has been or will be filed based on any claims released by this Agreement. If such a lawsuit or claim has been or is filed, you agree to withdraw or dismiss such lawsuit or claims upon signing this Agreement; otherwise, you agree to pay all attorneys’ fees and court costs incurred by the Company or any other released party in defending against the lawsuit, claim or charge, along with other appropriate damages.

     This Agreement is not an admission on the Company’s part of any liability whatsoever or that it in any way has acted improperly or unlawfully. The Company specifically denies any liability or improper or unlawful conduct.

     If any claims are made by or against the Company which arise out of or relate to your employment with the Company, you agree that you will cooperate fully in the investigation and defense of such claims, including but not limited to preparation for and providing truthful testimony.

     This Agreement is intended by you and the Company to be a legally valid and binding agreement. If any provision of this Agreement if found to be illegal, invalid or unenforceable, such term or provision shall be severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision were never a part hereof; the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance; and in lieu of such illegal, invalid or unenforceable provision, there shall be added as part of this Agreement, a provision as similar in its terms to such illegal, invalid or unenforceable provision, as may be possible and be legal, valid or enforceable.

     This Agreement shall be construed and enforced in accordance with the laws of the State of Texas, United States, and venue for any action brought in connection with this Agreement shall lie in Tarrant County, Texas, U.S.A.

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     The Company wishes you success in your future endeavors.

Very truly yours, Cash America Management L.P. By its General Partner, Cash America Holding, Inc.
By:	/s/ Daniel R. Feehan
	Title: Chief Executive Officer

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     I have read the foregoing Agreement, agree to its terms, and acknowledge receipt of a copy of same, and the sufficiency of the payments recited in it. I understand and acknowledge that I should seek counsel from an attorney with regard to all aspects of this Agreement (including, but not limited to the release contained in it) and that I have had a sufficient opportunity to do so. I hereby voluntarily enter into this Agreement effective as of January 16, 2009, with full knowledge of its meaning and significance. I acknowledge and warrant that I have been given a period of at least 21 days within which to consider this Agreement prior to executing it, if I so desire. This Agreement may be revoked by me for a period of 7 days following its execution. To be effective, the revocation must be in writing and received by the Company by the expiration of this seven-day period.

/s/ Michael D. Gaston  

Michael D. Gaston 

Date: January 21, 2009

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EX-10.31

EXHIBIT 10.31

AMENDMENT TWO
TO THE
CASH AMERICA INTERNATIONAL, INC. 2004 LONG-TERM INCENTIVE PLAN

     THIS AMENDMENT TWO to the Cash America International, Inc. 2004 Long-Term Incentive Plan (the “Plan”) is made on this 23rd day of December, 2008, by Cash America International, Inc. (the “Company”).

WITNESSETH:

     WHEREAS, the Company maintains the Plan to provide long-term incentive awards to its eligible employees, consultants and directors; and

     WHEREAS, Section 13 of the Plan permits the Board of Directors of the Company to amend the Plan at any time; and

     WHEREAS, the Company desires to amend the Plan to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”); and

     WHEREAS, this Amendment Two is intended to comply with the requirements of Section 409A and is to be construed in accordance with the terms of Section 409A;

     NOW, THEREFORE, the Plan is hereby amended as follows, effective as of January 1, 2009:

1.	The definition of “Change in Control” in Section 2 shall be amended to read as follows:
	“Change in Control” shall have the meaning set forth in Section 14 of the Plan; provided, to the extent that an Award Agreement provides a definition of Change in Control, such definition of Change in Control will control with respect to the terms of such Award Agreement.
2.	Section 2 shall be amended to add the following definition thereto:
	“Separation from Service” or “Separate from Service” shall mean a separation from service as defined in Code Section 409A. For purposes of determining whether a Separation from Service has occurred, the “Company” shall include the Company and all entities that would be treated as a single employer with the Company under Code Sections 414(b) or (c), but substituting “at least 50 percent” instead of “at least 80 percent” each place it appears in applying such rules.
3.	Section 3(a)(vi) shall be amended to read as follows:
	(vi) determine whether, to what extent and under what circumstances the exercise price of Awards may be paid in cash, Shares, other securities, other Awards or other property;

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4.	Section 3(a)(vii) shall be amended to read as follows:
	(vii) determine at the time of grant whether, to what extent and under what circumstances cash, Shares, other securities, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof, subject to the requirements of Code Section 409A.
5.	Section 5(c) shall be amended by adding the following sentence to the end thereof:
	Any actions taken under this subsection (c) shall be made in accordance with the applicable restrictions of Code Section 409A, including with regard to the adjustment of stock options and stock appreciation rights that are considered exempt from Code Section 409A.
6.	Section 6(b) shall be amended to read as follows:
	(b) EXERCISE PRICE. The Exercise Price per Share purchasable under an Option shall be determined by the Committee; PROVIDED, HOWEVER, that: (i) unless otherwise determined by the Committee, such Exercise Price shall not be less than 100% of the Fair Market Value of a Share on the date of grant of such Option; and (ii) if the Exercise Price is less than 100% of the Fair Market Value of a Share on the date of grant of such Option, such Option shall be structured to meet the requirements of Code Section 409A.

7. Section 7 shall be amended to read as follows:

          SECTION 7. STOCK APPRECIATION RIGHTS

The Committee is hereby authorized to grant Stock Appreciation Rights to Eligible Individuals subject to the terms of the Plan. Each Stock Appreciation Right granted under the Plan shall confer on the holder upon exercise the right to receive, as determined by the Committee, cash or a number of Shares or a combination of cash and Shares having a Fair Market Value on the date of exercise equal to the excess of (A) the Fair Market Value of one Share on the date of exercise (or, if the Committee shall so determine at the time of grant, at any time during a specified period not to exceed 30 days before or after the date of exercise) over (B) the grant price of the Stock Appreciation Right as determined by the Committee, which grant price shall not be less than 100% of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right, unless otherwise determined by the Committee. Subject to the terms of the Plan, the grant price, term, methods of exercise, dates of exercise, medium of settlement, the effect of termination of employment (by reason of death, disability, retirement or otherwise) on the exercisability and any other terms and conditions (including conditions or restrictions on the exercise thereof) of any Stock Appreciation Right shall be as determined by the Committee, PROVIDED, that (i) in no event shall the term of a Stock Appreciation Right be longer than ten years and (ii) if a Stock Appreciation Right has a grant price that is less than 100% of the Fair Market Value of one Share on the date of grant of the Stock

2

Appreciation Right, such Stock Appreciation Right shall be structured to meet the requirements of Code Section 409A.

8.	Section 9(ii)(B) shall be amended to read as follows:
	(B) In the case of Restricted Stock Units, no Shares or other property shall be issued at the time such Awards are granted. Upon the lapse or waiver of restrictions and the restricted period relating to Restricted Stock Units (or at such later time as may be determined by the Committee and specified at the time of grant in accordance with the requirements of Code Section 409A), Shares or other cash or property shall be issued to the holder of the Restricted Stock Units and evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates.
9.	Section 10(b)(4) shall be amended to read as follows:
	(4) At the time of grant and subject to the requirements of Code Section 409A, Stock Unit Awards may provide for deferred payment schedules. Stock Unit Awards may also provide for vesting over a specified period of employment.
10.	Section 10(c) shall be amended to read as follows:
	(c) In the sole and complete discretion of the Committee, an Award, whether made as a Stock Unit Award under this Section 10 or as an Award granted pursuant to Sections 6 through 9, may provide the Participant with (i) dividends or dividend equivalents (payable on a current or deferred basis) and/or (ii) cash payments in lieu of or in addition to an Award, subject to the following rules:

     (i) Cash payments, dividends or dividend equivalents shall be payable at the time and pursuant to the payment schedule specified by the Committee at the time of grant, subject to the requirements of Section 409A, or, if the Committee does not provide a time and schedule of payment at the time of grant, (A) any dividends or dividend equivalents shall be payable in a lump sum on the date the dividend is payable to shareholders generally, and (B) cash payments shall be payable in a lump sum within 90 days after the Participant’s Separation from Service; provided, to the extent required by Code Section 409A, no such cash payment will be made within the 6-month period following Separation from Service for a Participant who is a “specified employee,” as defined in Code Section 409A, on the date of his or her Separation from Service.

     (ii) Payment of dividends or dividend equivalents with respect to an Option or Stock Appreciation Right (but not with respect to any Shares issued with respect to such Option or Stock Appreciation Right) shall not be conditioned on the exercise of an Option or Stock Appreciation Right.

     (iii) Cash payments shall not be conditioned on the exercise of an Option or Stock Appreciation Right or otherwise be structured in such a way as to reduce the exercise price of the Option or Stock Appreciation Right.

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     (iv) To the extent that the Award provides for deferred compensation subject to Section 409A(a)(2), any cash payments provided in lieu of an Award may not change the timing of payment of such Award.

11. Section 12 shall be amended to read as follows:

       SECTION 12. OUTSIDE DIRECTORS’ SHARES

       (a) ELECTION GENERALLY. Each Outside Director may make an election (the “Annual Election”) to have payment of the annual retainer, meeting fees and committee meeting fees (collectively, the “Fees”) he or she earns during a calendar year deferred under the Plan. Such election may be made in writing, through an interactive telephone or internet-based system or in such other manner as the Committee may prescribe.

       (b) TIMING OF ELECTION.

     (A) General. An Outside Director’s Annual Election for the Fees earned during a calendar year must be made before the first day of such calendar year and within the enrollment period established by the Committee, except as provided in subsection (B).

     (B) New Directors. If an individual initially becomes an Outside Director during a calendar year, such individual may make a prospective Annual Election within 30 days after the date on which he is elected as an Outside Director. Such election will apply to the Outside Director’s Fees for services performed after the effective date of the election, so that the election will apply to the quarterly retainer for the first quarter beginning after the date of the election. This subsection (B) shall not apply to any Outside Director who has been an Employee or a Director of the Company or an Affiliate within three (3) years prior to his election as an Outside Director.

       (c) TERM OF ELECTION. Upon the latest of the deadlines specified in (b) above that applies to an Outside Director, such Outside Director’s Annual Election, or failure to elect, shall become irrevocable for the calendar year except as provided under this subsection (c). Each Outside Director’s Annual Election for a calendar year shall remain in effect for such calendar year and all subsequent calendar years until the earlier of (i) the date the Outside Director Separates from Service, or (ii) the effective date of the Outside Director’s subsequent irrevocable Annual Election for amounts earned during a subsequent calendar year. The Annual Election may be cancelled in the discretion of the Committee as permitted under Code Section 409A.

       (d) AMOUNT. An Outside Director may elect to defer his Fees in 10% increments, up to a maximum of 100 percent (or such other maximum percentage and/or amount, if any, established by the Committee from time to time).

       (e) ACCOUNTS AND CREDITING OF CONTRIBUTIONS. All Fees deferred under this Section 12 shall be converted into Shares of Common Stock of the Company based on

4

the Fair Market Value of the stock for the last trading day of the calendar month in which the Fees are earned. Such Shares shall be credited to a bookkeeping account for the Outside Director.

       (f) RABBI TRUST. Each time Fees are converted to Shares and deferred under the Plan, the Company shall deposit an equal number of Shares in a Rabbi trust. The certificates for Common Stock shall be issued in the name of the trustee of the trust. The trustee shall retain all dividends (which shall be reinvested in shares of Common Stock) and other distributions paid or made with respect thereto in the trust, and shall adjust the Outside Director’s accounts for such amounts. The shares credited to the account of an Outside Director shall remain subject to the claims of the Company’s creditors, and the interests of the Outside Director in his or her account under the Plan may not be anticipated, alienated, sold, assigned, transferred, pledged, encumbered, attached or garnished by creditors of such Outside Director, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, no assets will be set aside to fund benefits under the Plan if such setting aside would be treated as a transfer of property under Code Section 83 pursuant to Code Section 409A(b).

       (g) DISTRIBUTIONS.

     (i) General Timing and Schedule of Distributions. Any portion of an Outside Director’s account under this Section for which no election is made pursuant to subsection (ii) below shall be paid in a single sum (A) except as provided in clause (B) of this paragraph, within 60 days after the Outside Director Separates from Service; or (B) in the case of an Outside Director who is a specified employee (as defined in Code Section 409A) on the date of his or her Separation from Service, to the extent required by Code Section 409A, six months after the date the Outside Director Separates from Service.

     (ii) Payment Election. An Outside Director may elect, at the time he makes an Annual Election, to have the portion of his account balance attributable to such Annual Election distributed in accordance with one of the following options (in each case, provided that, in the case of an Outside Director who is a specified employee (as defined in Code Section 409A) on the date of his or her Separation from Service, to the extent required by Code Section 409A, no payment will be made earlier than six months after the date the Outside Director Separates from Service):

     (A) In a single sum within 60 days after the later of (i) a date selected by the Outside Director that is on or before the Outside Director’s 65^th birthday, and specified in the Annual Election, or (ii) the date of the Outside Director’s Separation from Service; or

     (B) In substantially equal annual installments paid over a number of years (not less than 2 and not more than 20) specified in the Annual Election, beginning within 60 days after the date the Outside Director Separates from Service.

5

     (iii) Medium of Payment. Distribution of an Outside Director’s account under this Section shall be made in shares of Common Stock; provided, any fractional shares of Common Stock shall be distributed in cash.

     (h) CODE SECTION 409A SPECIAL PROVISIONS.

     (i) Elections Prior to January 1, 2009. To the extent that an annual election form submitted by an Outside Director before January 1, 2009 is inconsistent with the provisions of this Section 12, such election form shall be deemed modified to conform to the provisions of this Section 12, as amended effective January 1, 2009. In particular, but without limitation, the instructions to such election form shall be amended to provide that the distribution election shall apply to the deferrals for the calendar year(s) to which the particular deferral election applies.

     (ii) Outside Director Deferral Account Effective Date. The portion of an Outside Director’s fee deferrals attributable to (i) the balance of the Outside Director’s deferred fee account that was earned and vested as of December 31, 2004, plus (ii) any earnings thereon, shall be governed by the provisions of the Plan, as in effect prior to this Amendment Two. The distribution provisions of this Section 12 shall apply only with respect to an Outside Director’s deferrals of fees that were earned or became vested after December 31, 2004.

12. Section 13 shall be amended to read as follows:

         SECTION 13. AMENDMENT AND TERMINATION

(a) AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend, discontinue or terminate the Plan at any time; PROVIDED, HOWEVER, that no amendment, alteration, suspension, discontinuance or termination may be made that would cause a Participant to become subject to tax under Code Section 409A(a)(1), and, notwithstanding any other provision of the Plan or any Award Agreement, without the approval of the stockholders of the Company, no amendment, alteration, suspension, discontinuation or termination shall be made that, absent such approval:

     (i) requires stockholder approval under the rules or regulations of the New York Stock Exchange, any other securities exchange or the National Association of Securities Dealers, Inc. that are applicable to the Company;

     (ii) increases the number of Shares authorized under the Plan as specified in Section 5(c) of the Plan; or

     (iii) without such stockholder approval, would cause the Company to be unable, under the Code, to grant Incentive Stock Options under the Plan.

(b) AMENDMENTS TO AWARDS. The Committee may waive any conditions of or rights of the Company under any outstanding Award, prospectively or retroactively. Except as otherwise provided herein or in an Award Agreement, the Committee may not

6

amend, alter, suspend, discontinue or terminate any outstanding Award, prospectively or retroactively, if such action would (i) adversely affect the rights of the holder of such Award, without the consent of the Participant or holder or beneficiary thereof; or (ii) cause a Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption; or (iii) cause the Participant to become subject to tax under Code Section 409A(a)(1).

(c) CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.

13.	Section 14(g) shall be amended by adding the following sentence to the end thereof:
	No actions may be taken under this subsection (g) that would cause the Participant to become subject to tax under Code Section 409A(a)(1).
14.	Section 14(h) shall be amended to read as follows:
	(h) FORMS OF PAYMENT UNDER AWARDS.

     (i) Generally. Subject to the terms of the Plan and the applicable requirements of Code Section 409A, payments or transfers to be made by the Company or an Affiliate upon the grant, exercise or settlement of an Award may be made in such medium or media as the Committee shall determine (including, without limitation, cash, Shares, promissory notes (PROVIDED, HOWEVER, that the acceptance of such notes does not conflict with Section 402 of the Sarbanes-Oxley Act of 2002), other securities, other Awards or other property or any combination thereof). In addition, such payments or transfers may be made in a single payment or transfer, in installments or on a deferred basis, in each case as determined by the Committee at the time of grant in accordance with the requirements of Code Section 409A and rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents with respect to installment or deferred payments. Notwithstanding anything in the Plan to the contrary, (i) for Restricted Stock Units and any other Awards that provide nonqualified deferred compensation subject to Code Section 409A(a)(2), payment of the Award to a “specified employee,” as defined in Code Section 409A, upon Separation from Service, to the extent required under Code Section 409A, shall not be made before six months after the date on which the Separation from Service occurs, and (ii) Restricted Stock Units and any other Awards that provide for nonqualified deferred compensation subject to Code Section 409A(a)(2) through (4) shall not be settled with promissory notes. All distributions under the Plan shall be made in the form of a single sum, unless otherwise specified under the terms of the Plan or by the Committee at the time of grant.

     (ii) Deferrals. If permitted by the Committee for a given Award and as provided in this subsection, an Award may be deferred (and paid in a form permitted by

7

the Committee) at the election of a Participant. If a Participant is granted an Award that is subject to a condition requiring the Participant to continue to provide services for a period of at least 12 months from the date of grant of the Award to avoid forfeiture of payment of the Award, an election to defer payment of the Award may be made on or before the 30^th day after the date the Award is granted, provided that the election is made at least 12 months in advance of the earliest date at which the forfeiture condition could lapse. For purposes of this subsection, a condition will not be treated as failing to require the Participant to continue to provide services for a period of at least 12 months from the date of grant of the Award merely because the condition immediately lapses upon the death or disability (as defined in Treasury Regulations Section 1.409A-3(i)(4)) of the Participant, or upon a change in control event as defined in Code Section 409A and guidance issued thereunder. However, if the condition in fact lapses before the end of such 12-month period due to such event(s), a deferral election shall be given effect only if the deferral election satisfies Code Section 409A without regard to the special timing rule of Treasury Regulations Section 1.409A-2(a)(5).

15.

Section 14(k) shall be amended to read as follows:

(k) LIMITS ON TRANSFER OF AWARDS. No Award and no right under any such Award shall be transferable by a Participant otherwise than by will or by the laws of descent and distribution and the Company shall not be required to recognize any attempted assignment of such rights by any Participant; PROVIDED, HOWEVER, that, if so determined by the Committee, a Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant and receive any property distributable with respect to any Award upon the death of the Participant; and PROVIDED, FURTHER, that, if so determined by the Committee, a Participant may transfer a Nonqualified Stock Option to any Family Member (as such term is defined in the General Instructions to Form S-8 (or successor to such Instructions or such Form)) at any time that such Participant holds such Stock Option, whether directly or indirectly or by means of a trust or partnership or otherwise, PROVIDED that the Participant may not receive any consideration for such transfer, the Family Member may not make any subsequent transfers other than by will or by the laws of descent and distribution and the Company receives written notice of such transfer. Except as otherwise determined by the Committee, each Award (other than an Incentive Stock Option) or right under any such Award shall be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. Except as otherwise determined by the Committee for an Award that does not provide nonqualified deferred compensation subject to Code Section 409A(a)(2), no Award (other than an Incentive Stock Option) or right under any such Award may be anticipated, assigned, garnished, pledged, alienated, attached or otherwise encumbered, and any purported anticipation, assignment, garnishment, pledge, alienation, attachment or other encumbrance thereof shall be void and unenforceable against the Company or any Affiliate. Notwithstanding the above, in the discretion of the Committee, awards may be transferable pursuant to a Qualified Domestic Relations Order (“QDRO”), as determined by the Committee or its designee.

8

16. The Plan is amended to provide that, with respect to awards that are not considered exempt from Code Section 409A, the Plan and Award agreements are intended to comply with the requirements of Code Section 409A and shall be construed in accordance with the terms of Code Section 409A.

     IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Amendment Two on the date first written above.

CASH AMERICA INTERNATIONAL INC.
By:	/s/ Daniel R. Feehan
	Daniel R. Feehan
	Chief Executive Officer and President

9

EX-10.32

EXHIBIT 10.32

CASH AMERICA INTERNATIONAL, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

AMENDED AND RESTATED
EFFECTIVE JANUARY 1, 2009

CASH AMERICA INTERNATIONAL, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     Effective as of the 1st day of January, 2009, Cash America International, Inc. (the “Controlling Company”), hereby amends and restates the Cash America International, Inc. Supplemental Executive Retirement Plan as set forth herein (the “Plan”).

BACKGROUND AND PURPOSE

     A. Background. The Plan was initially adopted effective as of January 1, 2003, and was amended and restated effective as of January 1, 2003. Effective January 1, 2009, the Plan, as set forth in this document, is intended and should be construed as a restatement and continuation of the Plan as previously in effect.

     B. Goal. The Controlling Company desires to provide certain of its designated key management employees (and those of its affiliated companies that participate in the Plan) with such amounts of deferred compensation as the terms of the Plan may permit and as the Controlling Company may determine.

     C. Purpose. The purpose of the Plan document is to set forth the terms and conditions pursuant to which these awards of deferred compensation may be made and to describe the nature and extent of the employees’ rights to such amounts.

     D. Type of Plan. The Plan constitutes an unfunded, nonqualified deferred compensation plan that benefits certain designated employees who are within a select group of key management or highly compensated employees. It is intended that this Plan comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.

STATEMENT OF AGREEMENT

     To amend and restate the Plan with the purposes and goals as hereinabove described, the Controlling Company hereby sets forth the terms and provisions of the Plan as follows:

CASH AMERICA INTERNATIONAL, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Table of Contents

		Page
ARTICLE I DEFINITIONS			1
1.1	Account		1
1.2	Active Participant		1
1.3	Administrative Committee		1
1.4	Affiliate		1
1.5	Beneficiary		1
1.6	Board		1
1.7	Change in Control		1
1.8	Code		2
1.9	Company		2
1.10	Compensation		2
1.11	Compensation Committee		2
1.12	Controlling Company		2
1.13	Discretionary-Eligible Employee		2
1.14	Discretionary Contributions		2
1.15	Effective Date		2
1.16	Eligible Employee		2
1.17	ERISA		2
1.18	FICA Tax		3
1.19	Financial Hardship		3
1.20	Investment Election		3
1.21	Investment Funds		3
1.22	Key Employee		3
1.23	Payment Date		3
1.24	Participant		3
1.25	Plan		4
1.26	Plan Year		4
1.27	Pre-409A Account		4
1.28	Post-409A Account		4
1.29	Savings Plan		4
1.30	Separate from Service or Separation from Service		4
	(a) Leaves of Absence		4
	(b) Status Change		4
	(c) Termination of Employment		4
1.31	Supplemental-Eligible Employee		5
1.32	Supplemental Contributions		5
1.33	Surviving Spouse		5
1.34	Trust or Trust Agreement		5
1.35	Trust Fund		5

i

		Page
1.36	Trustee		5
1.37	Valuation Date		5
1.38	Years of Service		6
ARTICLE II ELIGIBILITY AND PARTICIPATION			7
2.1	Initial Eligibility Requirements		7
	(a) Supplemental Contributions		7
	(b) Discretionary Contributions		7
2.2	Procedure for Admission		7
2.3	Cessation of Eligibility		7
ARTICLE III PARTICIPANTS’ ACCOUNTS AND CREDITING OF CONTRIBUTIONS			8
3.1	Participants’ Accounts		8
	(a) Establishment of Accounts		8
	(b) Nature of Contributions and Accounts		8
	(c) Several Liabilities		8
	(d) General Creditors		8
3.2	Supplemental Contributions		8
	(a) Crediting of Supplemental Contributions		8
	(b) Amount of Supplemental Contributions		8
3.3	Discretionary Contributions		9
3.4	Debiting of Distributions		9
3.5	Crediting of Earnings		9
3.6	Value of Account		9
3.7	Vesting		10
	(a) Time of Vesting		10
	(b) Change in Control		10
	(c) Job Abolishment		10
	(d) Forfeiture		10
3.8	Notice to Participants of Account Balances		10
3.9	Good Faith Valuation Binding		10
3.10	Errors and Omissions in Accounts		11
ARTICLE IV INVESTMENT FUNDS			12
4.1	Selection by Administrative Committee		12
4.2	Participant Direction of Deemed Investments		12
	(a) Nature of Participant Direction		12
	(b) Investment of Contributions		12
	(c) Investment of Existing Account Balances		12
	(d) Administrative Committee Discretion		12
ARTICLE V PAYMENT OF POST-409A ACCOUNT BALANCES			14
5.1	Amount of Benefit Payments for Post-409A Account		14
5.2	Timing and Form of Distribution of Post-409A Account		14
	(a) General Payment Date		14
	(b) General Payment Form		14

ii

		Page
	(c) Modification of Defaults		14
5.3	Cashout of Post-409A Accounts		15
	(a) Generally		15
	(b) Documentation of Determination		15
	(c) Six Month Delay for Key Employees		15
5.4	Medium of Payment for Post-409A Accounts		15
5.5	Death Benefits for Post-409A Accounts		15
5.6	Hardship Withdrawals from Post-409A Accounts		15
5.7	Taxes		16
	(a) Amounts Payable Whether or Not Account is in Pay Status		16
	(b) Amounts Payable Only if Account is in Pay Status		16
5.8	Offset of Post-409A Account by Amounts Owed to the Company		16
5.9	No Acceleration of Post-409A Account Payments		16
ARTICLE VI PAYMENT OF PRE-409A ACCOUNT BALANCES			18
6.1	Benefit Payments Upon Termination of Service for Reasons Other Than Death		18
6.2	Timing of Distribution		18
	(a) General Rule		18
	(b) Election to Delay Benefit Commencement Date		18
6.3	Form of Distribution		18
	(a) Single-Sum Payment		18
	(b) Annual Installments		18
6.4	Form of Assets		19
6.5	Death Benefits		19
6.6	Withdrawals		19
	(a) Hardship Withdrawals		19
	(b) Withdrawals with Forfeiture		19
6.7	Taxes		20
6.8	Offset of Benefit by Amounts Owed to the Company		20
ARTICLE VII CLAIMS			21
7.1	Initial Claim		21
	(a) Rights		21
	(b) Procedure		21
7.2	Appeal		21
7.3	Satisfaction of Claims		22
ARTICLE VIII SOURCE OF FUNDS; TRUST			23
8.1	Source of Funds		23
8.2	Trust		23
8.3	Funding Prohibition under Certain Circumstances		23
ARTICLE IX RIGHTS AND DUTIES UNDER THE PLAN			24
9.1	Controlling Company Action		24
9.2	Administrative Committee Organization and Action		24
9.3	Rights and Duties		24

iii

		Page
9.4	Compensation, Indemnity and Liability		25
ARTICLE X AMENDMENT AND TERMINATION			26
10.1	Amendments		26
10.2	Freezing or Termination of Plan		26
	(a) Freezing		26
	(b) Termination		26
ARTICLE XI MISCELLANEOUS			27
11.1	Beneficiary Designation		27
	(a) General		27
	(b) No Designation or Designee Dead or Missing		27
11.2	Distribution pursuant to a Domestic Relations Order		27
11.3	Taxation		27
11.4	Elections Prior to 2009		28
11.5	No Employment Contract		28
11.6	Headings		28
11.7	Gender and Number		28
11.8	Assignment of Benefits		28
11.9	Legally Incompetent		28
11.10	Governing Law		28
11.11	Exclusive Benefit		29

iv

ARTICLE I
DEFINITIONS

     For purposes of the Plan, the following terms, when used with an initial capital letter, shall have the meaning set forth below unless a different meaning plainly is required by the context.

     1.1 Account means, with respect to a Participant or Beneficiary, the total dollar amount or value evidenced by the last balance posted and actually credited in accordance with the terms of the Plan to the account record established for such Participant or Beneficiary. As determined by the Administrative Committee, an Account may be subdivided into separate subaccounts.

     1.2 Active Participant means any Discretionary-Eligible Employee or Supplemental-Eligible Employee, as applicable, who has become a Participant and who has not been removed from active participation in the Plan as described in Section 2.3.

     1.3 Administrative Committee means the administrative committee of the Savings Plan, or such other committee as shall be appointed by the Board, which shall act on behalf of the Controlling Company to administer the Plan, as provided for in Article IX.

     1.4 Affiliate means any corporation or other entity that is required to be aggregated with the Controlling Company under Code Sections 414(b) or (c). Notwithstanding the foregoing, for purposes of determining whether a Separation from Service has occurred, the term “Affiliate” shall include the Controlling Company and all entities that would be treated as a single employer with the Controlling Company under Code Section 414(b) or (c), but substituting “at least 50 percent” instead of “at least 80 percent” each place it appears in applying such rules.

     1.5 Beneficiary means, with respect to a Participant, the person(s) designated or identified in accordance with Section 11.1 to receive any death benefits that may be payable under the Plan upon the death of the Participant.

     1.6 Board means the Board of Directors of the Controlling Company.

     1.7 Change in Control means, with respect to the Controlling Company or any of its Affiliates, one of the following:

          (a) The acquisition by any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended), together with affiliates and associates of such person, whether by purchase, tender offer, exchange, reclassification, recapitalization, merger or otherwise, of a sufficient number of shares of the voting securities of the Controlling Company (or any other Affiliate) to first provide such person with 50 percent or more of the combined voting power of the Controlling Company’s (or any other Affiliate’s) then

outstanding voting securities, which purchase is not approved by the Board (or the board of directors or other managing body of any other Affiliate);

          (b) The cessation, for any reason during any period of 24 consecutive months, of individuals who at the beginning of such period constitute the Board (or the board of directors or other managing body of any other Affiliate), to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by a majority of the continuing directors then in office; or

          (c) The sale by the Controlling Company (or any other Affiliate), in one transaction or a series of related transactions, whether in liquidation, dissolution or otherwise, of assets or earning power aggregating more than 50 percent of the assets or earning power of the Controlling Company (or any other Affiliate) and its subsidiaries (taken as a whole) to any other entity or entities.

     1.8 Code means the Internal Revenue Code of 1986, as amended, and any succeeding federal tax provisions.

     1.9 Company means the Controlling Company and any U.S.-based Affiliates except any such Affiliates that affirmatively elect not to participate in the Plan.

     1.10 Compensation means, for a Participant for any Plan Year, the total of (i) such Participant’s base salary earned for such Plan Year, plus (ii) the lesser of the amount of his targeted or actual annual cash bonus that was paid during such Plan Year and earned in the preceding Plan Year, under a plan adopted by the Company, which bonus is determined and payable on an annual basis; provided, the amount in (ii) shall be deemed earned during the Plan Year in which paid and prorated over each payroll period in such Plan Year.

     1.11 Compensation Committee means the Compensation Committee of the Board.

     1.12 Controlling Company means Cash America International, Inc., a Texas corporation with its principal place of business in Fort Worth, Texas.

     1.13 Discretionary-Eligible Employee means, for a Plan Year, an employee who is a member of a select group of key management or highly compensated employees who is selected by the Controlling Company as eligible to receive Discretionary Contributions under the Plan.

     1.14 Discretionary Contributions means the amount (if any) credited to a Participant’s Account pursuant to Section 3.3.

     1.15 Effective Date means January 1, 2009, the effective date of this amendment and restatement of the Plan. The Plan was originally effective as of January 1, 2003.

     1.16 Eligible Employee means an individual who is a Discretionary-Eligible Employee or a Supplemental-Eligible Employee.

     1.17 ERISA means the Employee Retirement Income Security Act of 1974, as amended.

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     1.18 FICA Tax means the Federal Insurance Contributions Act tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2).

     1.19 Financial Hardship means a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or the Participant’s dependent [as defined in Code Section 152(a)], loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Financial Hardship shall be determined by the Administrative Committee on the basis of the facts of each case, including information supplied by the Participant in accordance with uniform guidelines prescribed from time to time by the Administrative Committee; provided, the Participant shall be deemed not to have a Financial Hardship to the extent that such hardship is or may be relieved:

          (a) Through reimbursement or compensation by insurance or otherwise;

          (b) By liquidation of the Participant’s assets, to the extent the liquidation of assets would not itself cause severe financial hardship; or

          (c) By cessation of deferrals under a Company plan.

Examples of what are not considered to be unforeseeable emergencies include the need to send a Participant’s child to college or the desire to purchase a home.

     1.20 Investment Election means a written, electronic or other form of election pursuant to which a Participant may elect the Investment Funds in which the amounts credited to his Account shall be deemed to be invested.

     1.21 Investment Funds means the investment funds selected from time to time by the Administrative Committee for purposes of determining the rate of return on amounts deemed invested pursuant to the terms of the Plan.

     1.22 Key Employee means a Participant who is a “specified employee” as defined in Code Section 409A as of: (i) for a Participant who Separates from Service on or after the first day of a Plan Year and before the first day of the fourth month of such Plan Year, the December 31 of the second Plan Year preceding the Plan Year in which such Participant Separates from Service; or (ii) for any other Participant, the preceding December 31. For purposes of identifying Key Employees, the Participant’s compensation shall mean all of the items listed in Treasury Regulations Section 1.415(c)-2(b), and excluding all of the items listed in Treasury Regulations Section 1.415(c)-2(c).

     1.23 Payment Date means the date on which all or a portion of the Participant’s benefit is scheduled to be paid (in the case of a lump sum payment) or commenced (in the case of installment payments) pursuant to the terms of the Plan.

     1.24 Participant means any person who has been admitted to, and has not been removed from, participation in the Plan pursuant to the provisions of Article II.

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     1.25 Plan means the Cash America International, Inc. Supplemental Executive Retirement Plan, as contained herein and all amendments hereto. For tax purposes and purposes of Title I of ERISA, the Plan is intended to be an unfunded, nonqualified deferred compensation plan covering certain designated employees who are within a select group of key management or highly compensated employees.

     1.26 Plan Year means the 12-consecutive-month period ending on December 31 of each year.

     1.27 Pre-409A Account means the portion of the Participant’s Account attributable to the balance of the Participant’s Account that was earned and vested as of December 31, 2004.

     1.28 Post-409A Account means the portion of the Participant’s Account that is not the Pre-409A Account.

     1.29 Savings Plan means the Cash America International, Inc. 401(k) Savings Plan.

     1.30 Separate from Service or Separation from Service means that a Participant separates from service with all Affiliates as defined in Code Section 409A and guidance issued thereunder. Generally, a Participant separates from service if the Participant dies, retires, or otherwise has a termination of employment with all Affiliates, determined in accordance with the following:

          (a) Leaves of Absence. The employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed 6 months, or, if longer, so long as the Participant retains a right to reemployment with the Affiliates under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only while there is a reasonable expectation that the Participant will return to perform services for the Affiliates. If the period of leave exceeds 6 months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such 6-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 6 months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for such 6-month period.

          (b) Status Change. Generally, if a Participant performs services both as an employee and an independent contractor, such Participant must separate from service both as an employee, and as an independent contractor pursuant to standards set forth in Treasury Regulations, to be treated as having a Separation from Service. However, if a Participant provides services as an employee and as a member of the Board of Directors, the services provided as a director are not taken into account in determining whether the Participant has a Separation from Service as an employee for purposes of this Plan.

          (c) Termination of Employment. Whether a termination of employment has occurred for purposes of this section is determined based on whether the facts and circumstances

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indicate that the Affiliates and the Participant reasonably anticipate that (i) no further services will be performed after a certain date, or (ii) the level of bona fide services the Participant will perform after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Affiliates if the Participant has been providing services to the Affiliates less than 36 months). Facts and circumstances to be considered in making this determination include, but are not limited to, whether the Participant continues to be treated as an employee for other purposes (such as continuation of salary and participation in employee benefit programs), whether similarly situated service providers have been treated consistently, and whether the Participant is permitted, and realistically available, to perform services for other service recipients in the same line of business. For periods during which a Participant is on a paid bona fide leave of absence and has not otherwise terminated employment as described in subsection (a) above, for purposes of this subsection the Participant is treated as providing bona fide services at a level equal to the level of services that the Participant would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which a Participant is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of this subsection (including for purposes of determining the applicable 36-month (or shorter) period).

     1.31 Supplemental-Eligible Employee means an individual who at any time during the Plan Year holds the position of Vice President or any more senior position with the Company (and thereby is a member of a select group of key management or highly compensated employees of the Company); provided, such individual shall be or become a Supplemental-Eligible Employee on the date such criterion is first satisfied during such Plan Year.

     1.32 Supplemental Contributions means the amount credited to a Participant’s Account pursuant to Section 3.2.

     1.33 Surviving Spouse means, with respect to a Participant, the person who is treated as married to such Participant under the laws of the state in which the Participant resides. The determination of a Participant’s Surviving Spouse shall be made as of the date of such Participant’s death.

     1.34 Trust or Trust Agreement means the separate agreement or agreements between the Controlling Company and the Trustee governing the Trust Fund, and all amendments thereto.

     1.35 Trust Fund means the total amount of cash and other property held by the Trustee (or any nominee thereof) at any time under the Trust Agreement.

     1.36 Trustee means the party or parties so designated from time to time pursuant to the terms of the Trust Agreement.

     1.37 Valuation Date means each day on which the Trustee operates, and is open to the public, for its business; provided, the value of an Account on a day other than a Valuation Date shall be the value determined as of the immediately preceding Valuation Date.

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     1.38 Years of Service means, with respect to a Participant, his total number of years of vesting service as determined under the terms of the Savings Plan.

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ARTICLE II
ELIGIBILITY AND PARTICIPATION

     2.1 Initial Eligibility Requirements.

          (a) Supplemental Contributions. Each individual who is a Supplemental-Eligible Employee immediately prior to the Effective Date shall be eligible to receive Supplemental Contributions. Each individual who becomes a Supplemental-Eligible Employee on or after the Effective Date shall become eligible to receive Supplemental Contributions as of the date that such individual becomes a Supplemental-Eligible Employee.

          (b) Discretionary Contributions. Each individual who is a Discretionary-Eligible Employee immediately prior to the Effective Date shall be eligible to receive Discretionary Contributions. Each individual who becomes a Discretionary-Eligible Employee on or after the Effective Date shall become eligible to receive Discretionary Contributions as of the date that such individual becomes a Discretionary-Eligible Employee.

     2.2 Procedure for Admission.

          The Administrative Committee may require an Eligible Employee to complete such forms and provide such data as the Administrative Committee determines in its sole discretion. Such forms and data may include, without limitation, the Eligible Employee’s acceptance of the terms and conditions of the Plan and the designation of a Beneficiary to receive any death benefits payable hereunder.

     2.3 Cessation of Eligibility.

          Unless otherwise designated by the Controlling Company, in its sole discretion, each Participant who ceases to be an active Discretionary-Eligible Employee or Supplemental-Eligible Employee shall cease to be eligible to receive any Discretionary and/or Supplemental Contributions, respectively, under the Plan for any period following such date. The Controlling Company may, in its sole discretion, remove an employee from active participation in the Plan as of the first day of the following Plan Year (or any other date specified by the Controlling Company), if, as of any day during a Plan Year, he ceases to satisfy the criteria which qualified him as an Eligible Employee. Even if his active participation in the Plan ends, an employee shall remain an inactive Participant in the Plan until the earlier of (i) the date the full amount of his vested Account (if any) is distributed from the Plan, or (ii) the date he again becomes an Eligible Employee and recommences active participation in the Plan. During the period of time that an employee is an inactive Participant in the Plan, his vested Account shall continue to be credited with earnings as provided for in Section 3.5.

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ARTICLE III
PARTICIPANTS’ ACCOUNTS AND CREDITING OF CONTRIBUTIONS

     3.1 Participants’ Accounts.

          (a) Establishment of Accounts. The Administrative Committee shall establish and maintain an Account on behalf of each Participant. To the extent provided herein, each Account shall be credited with Supplemental and Discretionary Contributions and earnings attributable to such Account, and shall be debited by the amount of all distributions. Each Account shall be subdivided into a Pre-409A Account and a Post-409A Account, which shall be separately accounted for under the Plan. Each Account of a Participant shall be maintained until the vested value thereof has been distributed to or on behalf of such Participant or his Beneficiary.

          (b) Nature of Contributions and Accounts. The amounts credited to a Participant’s Account shall be represented solely by bookkeeping entries. Except as provided in Article VIII, no monies or other assets shall actually be set aside for such Participant. All payments to a Participant or Beneficiary under the Plan shall be made from the general assets of the Company.

          (c) Several Liabilities. The Administrative Committee or the Controlling Company shall allocate the total liability to pay benefits under the Plan among the Company in such manner and amount as the Administrative Committee or the Controlling Company (as applicable) in its sole discretion deems appropriate.

          (d) General Creditors. Any assets which may be acquired by the Company in anticipation of its obligations under the Plan shall be part of the general assets of the Company. The Company’s obligation to pay benefits under the Plan constitutes a mere promise of the Company to pay such benefits, and a Participant or Beneficiary shall be and remain no more than an unsecured, general creditor of the Company.

     3.2 Supplemental Contributions.

          (a) Crediting of Supplemental Contributions. As soon as administratively feasible following the last day of each Plan Year (or such other date as determined by the Controlling Company, in its sole discretion), the Controlling Company may direct the Administrative Committee to credit a Supplemental Contribution to the Account of each Participant who was a Supplemental-Eligible Employee for any period during such Plan Year and is employed by the Company on the last day of such Plan Year (or such other period as determined by the Controlling Company).

          (b) Amount of Supplemental Contributions. The Controlling Company shall determine the amount, if any, of the Supplemental Contribution to be made for each Plan Year for each Supplemental-Eligible Employee, and may determine different amounts for specified Supplemental-Eligible Employees or groups of Supplemental-Eligible Employees. However, the targeted (but non-binding) amount of Supplemental Contribution for each Plan

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Year shall be determined as a percentage of each Supplemental-Eligible Employee’s Compensation earned during such Plan Year (or the portion thereof) while such Participant was a Supplemental-Eligible Employee, with such targeted percentage determined by the Compensation Committee from time to time. If a Supplemental-Eligible Employee was a member of one group of Supplemental-Eligible Employees for part of the Plan Year and a member of one or more other groups of Supplemental-Eligible Employees for another part of the Plan Year, the applicable percentage for each group shall be applied to the portion of his Compensation earned during the portion of the Plan Year he held each such position, with the portion of his Compensation attributable to an annual bonus prorated based on the number of regular payroll periods for which the Participant earned compensation for each eligible position during the year. If a Participant is not a Supplemental-Eligible Employee during the entire Plan Year but remains employed by the Company on the last day of the Plan Year, the applicable percentage for that person shall be applied to the portion of his Compensation earned during the portion of the Plan Year during which he was a Supplemental-Eligible Employee. For purposes of this subsection, a Supplemental-Eligible Employee is deemed to earn compensation for a particular payroll period on the regular pay date applicable to that payroll period.

     3.3 Discretionary Contributions.

          At such time or times, in such amount and under such terms, as the Controlling Company, in its sole discretion, may (but is not required to) determine and direct, the Administrative Committee shall credit to the Account of any Discretionary-Eligible Employee a Discretionary Contribution. To the extent any special characteristics are to apply to any Discretionary Contributions, these shall be specified on an exhibit to the Plan and/or in the recitals of the Administrative Committee.

     3.4 Debiting of Distributions.

          As of each Valuation Date, the Administrative Committee shall debit each Participant’s Account for any amount distributed from such Account since the immediately preceding Valuation Date.

     3.5 Crediting of Earnings.

          As of each Valuation Date, the Administrative Committee shall credit to each Participant’s Account the amount of earnings and/or losses applicable thereto for the period since the immediately preceding Valuation Date. Such crediting of earnings and/or losses shall be effected as of each Valuation Date, based on the investments applicable to the Participant’s Account pursuant to the terms of Section 4.2.

     3.6 Value of Account.

          The value of a Participant’s Account as of any date shall be equal to the aggregate value of all contributions and all investment earnings deemed credited to his Account as of such date, determined in accordance with this Article III.

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     3.7 Vesting.

          (a) Time of Vesting. A Participant shall become vested in his Account and the earnings credited with respect thereto in accordance with the following schedule:

Years of Service	Vested Percentage
Less than 1 Year of Service		0	%
1 Year, but less than 2		20	%
2 Years, but less than 3		40	%
3 Years, but less than 4		60	%
4 Years, but less than 5		80	%
5 or more Years of Service		100	%

          (b) Change in Control. If a Change in Control occurs with respect to the Controlling Company or an Affiliate that is an employer of a Participant, the Participant shall be immediately 100 percent vested in his Account and the earnings credited with respect thereto as of the date of such Change in Control. Any Supplemental or Discretionary Contributions credited to the Participant’s Account and any earnings credited with respect thereto after the date of a Change in Control shall continue to vest in accordance with the vesting schedule set forth in subsection (a) hereof.

          (c) Job Abolishment. If a Participant’s employment is terminated as a result of a job abolishment, the Participant shall be immediately 100 percent vested in his Account and the earnings credited with respect thereto.

          (d) Forfeiture. For all periods prior to the date a Participant becomes fully vested in his Account, the nonvested portion of such Account shall remain forfeitable. Upon a Participant’s termination of employment with all Affiliates, the unvested portion of his Account shall be immediately forfeited.

     3.8 Notice to Participants of Account Balances.

          At least once for each Plan Year, the Administrative Committee shall cause a written statement of a Participant’s Account balance to be distributed to the Participant.

     3.9 Good Faith Valuation Binding.

          In determining the value of the Accounts, the Administrative Committee shall exercise its best judgment, and all such determinations of value (in the absence of bad faith) shall be binding upon all Participants and their Beneficiaries.

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     3.10 Errors and Omissions in Accounts.

          If an error or omission is discovered in the Account of a Participant, the Administrative Committee, in its sole discretion, shall cause appropriate, equitable adjustments to be made as soon as administratively practicable following the discovery of such error or omission.

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ARTICLE IV
INVESTMENT FUNDS

     4.1 Selection by Administrative Committee.

          From time to time, the Administrative Committee shall select two or more Investment Funds for purposes of determining the rate of return on amounts deemed invested in accordance with the terms of the Plan; provided, an Investment Fund that is deemed invested primarily in equity securities of the Controlling Company shall not be a permitted investment. The Administrative Committee may change, add or remove Investment Funds on a prospective basis at any time and in any manner it deems appropriate.

     4.2 Participant Direction of Deemed Investments.

          Each Participant generally may direct the manner in which his Account shall be deemed invested in and among the Investment Funds. Any Participant investment directions permitted hereunder shall be made in accordance with the following terms:

          (a) Nature of Participant Direction. The selection of Investment Funds by a Participant shall be for the sole purpose of determining the rate of return to be credited to his Account, and shall not be treated or interpreted in any manner whatsoever as a requirement or direction to actually invest assets in any Investment Fund or any other investment media. The Plan, as an unfunded, nonqualified deferred compensation plan, at no time shall have any actual investment of assets relative to the benefits or Accounts hereunder.

          (b) Investment of Contributions. Each Participant may make an Investment Election prescribing the percentage of the future contributions that will be deemed invested in each Investment Fund. An initial Investment Election of a Participant shall be made as of the date the Participant commences participation in the Plan and shall apply to all contributions credited to such Participant’s Account after such date. Such Participant may make subsequent Investment Elections as of any Valuation Date, and each such election shall apply to all such specified contributions credited to such Participant’s Account after the Administrative Committee (or its designee) has a reasonable opportunity to process such election pursuant to such procedures as the Administrative Committee may determine from time-to-time. Any Investment Election made pursuant to this subsection with respect to future contributions shall remain effective until changed by the Participant.

          (c) Investment of Existing Account Balances. Each Participant may make an Investment Election prescribing the percentage of his existing Account balance that will be deemed invested in each Investment Fund. Such Participant may make such Investment Elections as of any Valuation Date, and each such election shall be effective after the Administrative Committee (or its designee) has a reasonable opportunity to process such election. Each such election shall remain in effect until changed by such Participant.

          (d) Administrative Committee Discretion. The Administrative Committee shall have complete discretion to adopt and revise procedures to be followed in making such

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Investment Elections. Such procedures may include, but are not limited to, the process of making elections, the permitted frequency of making elections, the incremental size of elections, the deadline for making elections, the effective date of such elections and whether, and the extent to which, to charge any Participant’s Account an administrative fee for making such Investment Elections; provided, no other benefit or payment to a Participant shall be increased or decreased in connection with the imposition of, or failure to impose, any fees against the Participant’s Account. Any procedures adopted by the Administrative Committee that are inconsistent with the deadlines or procedures specified in this Section shall supersede such provisions of this Section without the necessity of a Plan amendment.

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ARTICLE V
PAYMENT OF POST-409A ACCOUNT BALANCES

     5.1 Amount of Benefit Payments for Post-409A Account.

          Payment of a benefit amount as of any Payment Date hereunder shall be calculated by determining the total of (i) the entire vested amount credited to the Participant’s Post-409A Account that is payable on such Payment Date, determined as of the Valuation Date on which the distribution is processed; plus (ii) the vested amount of Supplemental and Discretionary Contributions made since such Valuation Date. For purposes of this subsection, the “Valuation Date on which such distribution is processed” refers to the Valuation Date established for such purpose by administrative practice, even if actual payment is made or commenced at a later date due to delays in valuation, administration or any other procedure.

     5.2 Timing and Form of Distribution of Post-409A Account.

          (a) General Payment Date. Except as provided in Section 5.3 and subsection (c) hereof, the Payment Date for a Participant’s Post-409A Account shall be: (i) the date the Participant Separates from Service, in the case of a Participant who is not a Key Employee on the date he Separates from Service; or (ii) 6 months after the date the Participant Separates from Service, in the case of a Participant who is a Key Employee on the date he Separates from Service. Notwithstanding the foregoing, if the Participant elected a later Payment Date before January 1, 2009, such Payment Date election shall apply instead of the preceding sentence in accordance with the transition rules under Code Section 409A.

          (b) General Payment Form. Except as provided in subsection (c) hereof, the vested portion of a Participant’s Post-409A Account shall be distributed in the form of a single-sum payment. Notwithstanding the foregoing, if the Participant elected annual installments before January 1, 2009, such election shall apply instead of the preceding sentence in accordance with the transition rules under Code Section 409A.

          (c) Modification of Defaults. To the extent permitted by the Administrative Committee, a Participant who has not yet Separated from Service may make one election to delay the payment (or commencement) of his Post-409A Account payable under subsection (a) and/or to change the form of payment to have his Post-409A Account paid in the form of annual installment payments, to change the number of installment payments elected, or to elect a lump sum. In the event of an election under this subsection, the Payment Date for such Participant’s Post-409A Account shall be delayed to the 5-year anniversary of the Payment Date that would have applied under subsection (a) above. Any election under this subsection shall not be effective unless made at least 12 months before the Payment Date applicable under subsection (a) above. The following terms and conditions shall apply to installment payment elections made under this Section, if any:

          (1) The installment payments shall be made in substantially equal annual installments (adjusted for investment earnings between payments in the manner

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described in Section 3.5) over any period not in excess of 10 years. Any election under this subsection shall specify the number of installment payments elected.

          (2) The initial value of the obligation for the installment payments shall be equal to the amount of the Participant’s Post-409A Account balance calculated in accordance with the terms of Section 5.1.

     5.3 Cashout of Post-409A Accounts.

          (a) Generally. Except as provided in subsection (c) below, if at any time a Participant’s Post-409A Account balance does not exceed the applicable dollar amount under Code Section 402(g)(1)(B), the Administrative Committee may elect, in its sole discretion, to pay such Participant’s Post-409A Account balance in an immediate single-sum payment. For purposes of this provision, any deferrals of compensation other than Participant elective deferrals under any other nonqualified deferred compensation plan maintained by an Affiliate that is an “account balance plan” that were not earned and vested as of December 31, 2004, including such employer matching contributions credited under the Cash America International, Inc. Nonqualified Savings Plan, shall be considered as part of the Participant’s Post-409A Account balance hereunder.

          (b) Documentation of Determination. Any exercise of the Administrative Committee’s discretion pursuant to this subsection shall be evidenced in writing no later than the date of the distribution.

          (c) Six Month Delay for Key Employees. Notwithstanding the foregoing, no payment under this Section shall be made within 6 months after the date the Participant Separates from Service, in the case of a payment to a Participant who is a Key Employee on the date he Separates from Service.

     5.4 Medium of Payment for Post-409A Accounts.

          All distributions shall be made in the form of cash.

     5.5 Death Benefits for Post-409A Accounts.

          If a Participant dies before full payment of his Post-409A Account from the Plan is made, the Beneficiary or Beneficiaries designated by such Participant in his latest beneficiary designation form filed with the Administrative Committee shall be entitled to receive a distribution of vested amount credited to such Participant’s Post-409A Account. The benefit shall be distributed to such Beneficiary or Beneficiaries 30 days after the date of the Participant’s death, in the form of a single-sum payment in cash.

     5.6 Hardship Withdrawals from Post-409A Accounts.

          Upon receipt of (i) an application for a hardship withdrawal from a Participant who has not yet received a distribution of his entire Post-409A Account and (ii) the Administrative Committee’s decision, made in its sole discretion, that a Participant has suffered a Financial Hardship, the Administrative Committee shall cause the Company to pay a

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distribution to such Participant. Such distribution shall be paid in a single-sum payment in cash, within 90 days after the date the Administrative Committee determines that a Financial Hardship exists, which must be prior to the Participant’s Separation from Service. The amount of such single-sum payment shall be limited to the vested amount of the Participant’s Post-409A Account that is reasonably necessary to meet the Participant’s requirements resulting from the Financial Hardship. The amount of such distribution shall reduce the Participant’s Post-409A Account balance as provided in Section 3.4.

     5.7 Taxes.

          (a) Amounts Payable Whether or Not Account is in Pay Status. If the whole or any part of any Participant’s or Beneficiary’s Post-409A Account hereunder shall become subject to FICA Tax or any state, local or foreign tax obligations, which the Company shall be required to pay or withhold prior to the time the Participant’s Post-409A Account becomes payable hereunder, the Company shall have the full power and authority to withhold and pay such tax and related taxes as permitted under Code Section 409A.

          (b) Amounts Payable Only if Account is in Pay Status. If the whole or any part of any Participant’s or Beneficiary’s Post-409A Account hereunder is subject to any taxes which the Company shall be required to pay or withhold at the time the Post-409A Account becomes payable hereunder, the Company shall have the full power and authority to withhold and pay such tax out of any monies or other property that the Company holds for the account of the Participant or Beneficiary, excluding, except as provided in this Section, any portion of the Participant’s Post-409A Account that is not then payable.

     5.8 Offset of Post-409A Account by Amounts Owed to the Company.

          Notwithstanding anything in the Plan to the contrary, the Administrative Committee may, in its sole discretion, offset a Participant’s Post-409A Account by any amount owed by such Participant or Beneficiary (whether or not such obligation is related to the Plan) to the Company. Notwithstanding the foregoing, no such offset will apply if such offset will apply before the Post-409A Account is otherwise payable under the Plan, unless the following requirements are met: (i) the debt owed was incurred in the ordinary course of the relationship between the Participant and the Company, (ii) the entire amount of offset to which this sentence applies in a single taxable year does not exceed $5,000, (iii) the offset occurs at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant or Beneficiary, and (iv) in the case of a Participant who is a Key Employee on the date he Separates from Service, the offset does not occur within six months after the date the Participant Separates from Service.

     5.9 No Acceleration of Post-409A Account Payments.

          Except as otherwise provided in this Section, no payment scheduled to be made under this Article V may be accelerated. Notwithstanding the foregoing, the Administrative Committee, in its sole discretion, may accelerate any payment scheduled to be made under this Article V in accordance with Code Section 409A (for example, upon certain terminations of the

16

Plan, limited cashouts or to avoid certain conflicts of interest); provided, a Participant may not elect whether his scheduled payment will be accelerated pursuant to this sentence.

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ARTICLE VI
PAYMENT OF PRE-409a ACCOUNT BALANCES

     6.1 Benefit Payments Upon Termination of Service for Reasons Other Than Death.

          In accordance with the terms of Section 6.2, if a Participant terminates his employment with the Company and all of its Affiliates for any reason other than death, he (or his Beneficiary, if he dies after such termination of employment but before distribution of his Pre-409A Account) shall be entitled to receive or begin receiving a distribution of the entire amount credited to his Pre-409A Account, determined as of the Valuation Date on which such distribution is processed. For purposes of this subsection, the “Valuation Date on which such distribution is processed” refers to the Valuation Date established for such purpose by administrative practice, even if actual payment is made or commenced at a later date due to delays in valuation, administration or any other procedure.

     6.2 Timing of Distribution.

          (a) General Rule. Except as provided in subsection (b) hereof, the Pre-409A Account payable to a Participant under Section 6.1 shall be distributed as soon as administratively feasible after the date the Participant terminates his employment with the Company and all of its Affiliates for any reason other than death.

          (b) Election to Delay Benefit Commencement Date. A Participant may elect to delay the benefit commencement date for his Pre-409A Account until any date occurring on or before the 5-year anniversary of the date his employment with the Company and all of its Affiliates terminates; provided, the Participant shall make such election in writing at least 6 months before the date such Participant’s employment terminates.

     6.3 Form of Distribution.

          (a) Single-Sum Payment. Except as provided in subsection (b) hereof, the Pre-409A Account payable to a Participant under Section 6.1 shall be distributed in the form of a single-sum payment.

          (b) Annual Installments. A Participant may elect in writing, with respect to the Pre-409A Account, to have such benefit paid in the form of annual installment payments; provided, the Participant shall make such election at least 6 months prior to the date his Pre-409A Account distribution is scheduled to commence. The following terms and conditions shall apply to installment payments made under the Plan with respect to a Participant’s Pre-409A Account:

          (1) Length of Installment Payments. The installment payments shall be made in substantially equal annual installments (adjusted for investment earnings between payments in the manner described in Section 3.5) over any period not in excess of 10 years. The initial value of the obligation for the installment payments shall be

18

equal to the amount of the Participant’s Pre-409A Account balance calculated in accordance with the terms of Section 6.1.

          (2) Payments Following Death. If a Participant dies after payment of his Pre-409A Account from the Plan has begun, but before his entire Pre-409A Account has been distributed, the remaining amount of his Pre-409A Account balance shall be distributed to the Participant’s designated Beneficiary in the form of a single-sum payment.

     6.4 Form of Assets.

     All distributions shall be made in the form of cash.

     6.5 Death Benefits.

          If a Participant dies before payment of his Pre-409A Account from the Plan is made or commenced, the Beneficiary or Beneficiaries designated by such Participant in his latest beneficiary designation form filed with the Administrative Committee shall be entitled to receive a distribution of the entire amount credited to such Participant’s Pre-409A Account, determined as of the Valuation Date on which such distribution is processed. For purposes of this Section, the “Valuation Date on which such distribution is processed” refers to the Valuation Date established for such purpose by administrative practice, even if actual payment is made or commenced at a later date due to delays in valuation, administration or any other procedure. The Pre-409A Account shall be distributed to such Beneficiary or Beneficiaries, as soon as administratively feasible after the date of the Participant’s death, in the form of a single-sum payment in cash.

     6.6 Withdrawals.

          (a) Hardship Withdrawals. Upon receipt of (i) an application for a hardship withdrawal from a Participant who has not yet received a distribution of his entire Pre-409A Account and (ii) the Administrative Committee’s decision, made in its sole discretion, that a Participant has suffered a Financial Hardship, the Administrative Committee shall cause the Company to pay a distribution to such Participant. Such distribution shall be paid in a single-sum payment in cash, as soon as administratively feasible after the Administrative Committee determines that the Participant has incurred a Financial Hardship. The amount of such single-sum payment shall be limited to the amount of the Participant’s Pre-409A Account that is reasonably necessary to meet the Participant’s requirements resulting from the Financial Hardship. The amount of such distribution shall reduce the Participant’s Pre-409A Account balance as provided in Section 3.4.

          (b) Withdrawals with Forfeiture. Notwithstanding any other provision of this Article VI to the contrary, a Participant may elect, at any time prior to the distribution of his entire Pre-409A Account, to withdraw a portion of the remaining amount credited to his Pre-409A Account, determined as of the Valuation Date on which such distribution is processed. Such distribution shall be made in the form of a single-sum payment in cash, as soon as administratively feasible after the date of the Participant’s election under this subsection (b). At the time such distribution is made, an amount equal to 15% of the amount distributed shall be

19

permanently and irrevocably forfeited (and, if the distribution request is more than 85% of such Participant’s Pre-409A Account, the forfeiture amount shall be deducted from his distribution amount to the extent there otherwise shall be an insufficient remaining Pre-409A Account balance from which to deduct this forfeiture).

     6.7 Taxes.

          If the whole or any part of any Participant’s or Beneficiary’s Pre-409A Account hereunder shall become subject to any estate, inheritance, income, employment or other tax which the Company shall be required to pay or withhold, the Company shall have the full power and authority to withhold and pay such tax out of any monies or other property that the Company holds for the account of the Participant or Beneficiary whose interests hereunder are so affected (including, without limitation, by reducing and offsetting the Participant’s or Beneficiary’s Pre-409A Account balance), excluding any Post-409A Account balance. Prior to making any payment, the Company may require such releases or other documents from any lawful taxing authority as it shall deem necessary.

     6.8 Offset of Benefit by Amounts Owed to the Company.

          Notwithstanding anything in the Plan to the contrary, the Administrative Committee may, in its sole discretion, offset a Participant’s Pre-409A Account by any amount owed by such Participant to the Company or any of its Affiliates.

20

ARTICLE VII
CLAIMS

     7.1 Initial Claim.

          (a) Rights. If a Participant or Beneficiary has any grievance, complaint or claim concerning any aspect of the operation or administration of the Plan, including but not limited to claims for benefits (collectively referred to herein as “claim” or “claims”), such claimant shall submit the claim in accordance with the procedures set forth in this Article. All such claims must be submitted within the “applicable limitations period.” The “applicable limitations period” shall be 2 years, beginning on (i) in the case of any lump-sum payment, the date on which the payment was made, (ii) in the case of a periodic payment, the date of the first in the series of payments, or (iii) for all other claims, the date on which the action complained of occurred. Additionally, upon denial of an appeal pursuant to Section 7.2, a Participant or Beneficiary shall have 90 days within which to bring suit for any claim related to such denied appeal; any such suit initiated after such 90-day period shall be precluded.

          (b) Procedure. Claims for benefits under the Plan may be filed with the Administrative Committee on forms or in such other written documents as the Administrative Committee may prescribe. The Administrative Committee shall furnish to the claimant written notice of the disposition of a claim within 90 days after the application therefor is filed; provided, if special circumstances require an extension of time for processing the claim, the Administrative Committee shall furnish written notice of the extension to the claimant prior to the end of the initial 90-day period, and such extension shall not exceed one additional, consecutive 90-day period. In the event the claim is denied, the notice of the disposition of the claim shall provide the specific reasons for the denial, citations of the pertinent provisions of the Plan, an explanation as to how the claimant can perfect the claim and/or submit the claim for review (where appropriate), and a statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse determination on review.

     7.2 Appeal.

          Any Participant or Beneficiary who has been denied a benefit shall be entitled, upon request to the Controlling Company, to appeal the denial of his claim. The claimant (or his duly authorized representative) may review pertinent documents related to the Plan and in the Controlling Company’s possession in order to prepare the appeal. The request for review, together with a written statement of the claimant’s position, must be filed with the Controlling Company no later than 60 days after receipt of the written notification of denial of a claim provided for in subsection (b). The Controlling Company’s decision shall be made within 60 days following the filing of the request for review and shall be communicated in writing to the claimant; provided, if special circumstances require an extension of time for processing the appeal, the Controlling Company shall furnish written notice of the extension to the claimant prior to the end of the initial 60-day period, and such extension shall not exceed one additional 60-day period. If unfavorable, the notice of the decision shall explain the reasons for denial, indicate the provisions of the Plan or other documents used to arrive at the decision and state the claimant’s right to bring a civil action under ERISA Section 502(a). Upon denial of an appeal

21

pursuant to this subsection, a Participant shall have 90 days within which to bring suit against the Plan for any claim related to such denied appeal; any such suit initiated after such 90-day period shall be precluded.

     7.3 Satisfaction of Claims.

          Any payment to a Participant or Beneficiary shall to the extent thereof be in full satisfaction of all claims hereunder against the Administrative Committee and the Company, any of whom may require such Participant or Beneficiary, as a condition to such payment, to execute a receipt and release therefor in such form as shall be determined by the Administrative Committee or the Company. If receipt and release is required but the Participant or Beneficiary (as applicable) does not provide such receipt and release in a timely enough manner to permit a timely distribution in accordance with the general timing of distribution provisions in the Plan, such payment shall be forfeited.

22

ARTICLE VIII
SOURCE OF FUNDS; TRUST

     8.1 Source of Funds.

          Except as provided in this Section and Section 8.2, the Company shall provide the benefits described in the Plan from the general assets of the Company. In any event, the Company ultimately shall have the obligation to pay all benefits due to Participants and Beneficiaries under the Plan. The Company may, but shall not be required to, establish a Trust and may pay over funds from time to time to such Trust (as described in Section 8.2), and, to the extent that funds in such Trust allocable to the benefits payable under the Plan are sufficient, the Trust assets shall be used to pay benefits under the Plan. If such Trust assets are not sufficient to pay all benefits due under the Plan, then the Company shall have the obligation, and the Participant or Beneficiary, who is due such benefits, shall look to the Company to provide such benefits.

     8.2 Trust.

          The Company may transfer all or any portion of the funds necessary to fund benefits accrued hereunder to the Trustee to be held and administered by the Trustee pursuant to the terms of the Trust Agreement. To the extent provided in the Trust Agreement, each transfer into the Trust Fund shall be irrevocable as long as the Company has any liability or obligations under the Plan to pay benefits, such that the Trust property is in no way subject to use by the Company; provided, it is the intent of the Company that the assets held by the Trust are and shall remain at all times subject to the claims of the general creditors of the Company. No Participant or Beneficiary shall have any interest in the assets held by the Trust or in the general assets of the Company other than as a general, unsecured creditor. Accordingly, the Company shall not grant a security interest in the assets held by the Trust in favor of the Participants, Beneficiaries or any creditor.

     8.3 Funding Prohibition under Certain Circumstances.

          Notwithstanding anything in this Article VIII to the contrary, no assets will be set aside to fund benefits under the Plan if such setting aside would be treated as a transfer of property under Code Section 83 pursuant to Code Section 409A(b).

23

ARTICLE IX
RIGHTS AND DUTIES UNDER THE PLAN

     9.1 Controlling Company Action.

          The Controlling Company, as plan sponsor of the Plan, shall have all the rights, authority and duties specified hereunder. Unless and until the Board of Directors of the Controlling Company appoints any other or additional person(s) to act on behalf of the Controlling Company with regard to any or all of the items specifically reserved for, or to be directed by, the Controlling Company under the Plan, the Chief Executive Officer of the Controlling Company with the approval of the Compensation Committee is hereby authorized and directed to act on behalf of the Controlling Company or the Company. Notwithstanding the foregoing, if any decision or action could impact or affect solely the benefits or rights under the Plan (if any) of the Chief Executive Officer of the Controlling Company, then the Chief Executive Officer of the Controlling Company shall not participate in such decision and the Compensation Committee alone shall make such decision; provided, if a member of the Compensation Committee is a Participant or Beneficiary, he shall not participate in any decision which solely affects his own benefit under the Plan.

     9.2 Administrative Committee Organization and Action.

          Action of the Administrative Committee may be taken with or without a meeting of committee members; provided, action shall be taken only upon the vote or other affirmative expression of a majority of the committee members qualified to vote with respect to such action. If a member of the committee is a Participant or Beneficiary, he shall not participate in any decision which solely affects his own benefit under the Plan. For purposes of administering the Plan, the Administrative Committee shall choose a secretary who shall keep minutes of the committee’s proceedings and all records and documents pertaining to the administration of the Plan. The secretary may execute any certificate or any other written direction on behalf of the Administrative Committee.

     9.3 Rights and Duties.

          The Administrative Committee shall administer the Plan and shall have all the powers necessary to accomplish that purpose, including (but not limited to) the following:

          (a) To construe, interpret and administer the Plan;

          (b) To make determinations required by the Plan, and to maintain records regarding Participants’ and Beneficiaries’ benefits hereunder;

          (c) To compute and certify to the Company the amount and kinds of benefits payable to Participants and Beneficiaries, and to determine the time and manner in which such benefits are to be paid;

          (d) To authorize all disbursements by the Company pursuant to the Plan;

24

          (e) To maintain all the necessary records of the administration of the Plan;

          (f) To make and publish such rules for the regulation of the Plan as are not inconsistent with the terms hereof;

          (g) To have all powers elsewhere conferred upon it;

          (h) To delegate to other individuals or entities from time to time the performance of any of its duties or responsibilities hereunder;

          (i) To appoint a Trustee hereunder; and

          (j) To hire agents, accountants, actuaries, consultants and legal counsel to assist in operating and administering the Plan.

The Administrative Committee shall have the exclusive right to construe and interpret the Plan, to decide all questions of eligibility for benefits and to determine the amount of such benefits, each in its sole discretion, and its decisions on such matters shall be final and conclusive on all parties.

     9.4 Compensation, Indemnity and Liability.

          The Administrative Committee and its members shall serve as such without bond and without compensation for services hereunder. All expenses of the Administrative Committee shall be paid by the Company. No member of the committee shall be liable for any act or omission of any other member of the committee, or for any act or omission on his own part, excepting his own willful misconduct. The Company shall indemnify and hold harmless the Administrative Committee and each member thereof against any and all expenses and liabilities, including reasonable legal fees and expenses, arising out of his membership on the Administrative Committee, excepting only expenses and liabilities arising out of his own willful misconduct.

25

ARTICLE X
AMENDMENT AND TERMINATION

     10.1 Amendments.

          The Administrative Committee shall have the right, in its sole discretion, to amend the Plan in whole or in part at any time and from time to time; provided, any amendment that may result in significantly increased expenses under the Plan must be approved by the Controlling Company. Any amendment shall be in writing and executed by a duly authorized officer of the Controlling Company. An amendment to the Plan may modify its terms in any respect whatsoever; provided, no such action may reduce the amount already credited to a Participant’s Account without the affected Participant’s written consent. All Participants and Beneficiaries shall be bound by such amendment.

     10.2 Freezing or Termination of Plan.

          (a) Freezing. The Controlling Company, through action of the Board, reserves the right to discontinue and freeze the Plan at any time, for any reason. Any action to freeze the Plan shall be taken by the Board in the form of a written Plan amendment executed by a duly authorized officer of the Controlling Company.

          (b) Termination. The Controlling Company expects to continue the Plan but reserves the right to terminate the Plan and fully distribute all Accounts under the Plan at any time, for any reason; provided, the distribution of Post-409A Accounts shall be subject to the restrictions provided under Code Section 409A (including, to the extent required by Code Section 409A, the 6-month delay that applies to distributions to Key Employees following Separation from Service). Any action to terminate the Plan shall be taken by the Board in the form of a written Plan amendment executed by a duly authorized officer of the Controlling Company. If the Plan is terminated, each Participant shall become 100 percent vested in his Account. Such termination shall be binding on all Participants and Beneficiaries.

26

ARTICLE XI
MISCELLANEOUS

     11.1 Beneficiary Designation.

          (a) General. Participants shall designate and from time to time may redesignate their Beneficiaries in such form and manner as the Administrative Committee may determine.

          (b) No Designation or Designee Dead or Missing. In the event that:

               (1) A Participant dies without designating a Beneficiary;

               (2) The Beneficiary designated by a Participant is not surviving when a payment is to be made to such person under the Plan, and no contingent Beneficiary has been designated; or

               (3) The Beneficiary designated by a Participant cannot be located by the Administrative (within 1 year in the case of the Participant’s Pre-409A Account);

          then, in any of such events, the Beneficiary of such Participant with respect to any benefits that remain payable under the Plan shall be the Participant’s Surviving Spouse, if any, and if not, the estate of the Participant.

     11.2 Distribution pursuant to a Domestic Relations Order.

          Upon receipt of a valid domestic relations order (determined in accordance with the rules applicable to a tax-qualified retirement plan under Code Section 401(a)) requiring the distribution of all or a portion of a Participant’s Account to an alternate payee, the Administrative Committee shall cause the Company to pay a distribution to such alternate payee.

     11.3 Taxation.

          It is the intention of the Controlling Company that the benefits payable hereunder shall not be deductible by the Company or taxable for federal income tax purposes to Participants or Beneficiaries until such benefits are paid by the Company, or the Trust, as the case may be, to such Participants or Beneficiaries. For purposes of the Federal Insurance Contributions Act (“FICA”), each Participant shall be taxed on contributions and investment earnings attributable thereto based on the year in which occurs the later of (i) the date that the contributions are credited to the Participant’s Accounts; and (ii) the date that the contributions become vested. When benefits are paid hereunder, it is the intention of the Controlling Company that they shall be deductible by the Company under Code Section 162. The Plan is intended to satisfy the requirements of Code Section 409A with respect to the Post-409A Accounts, and the Administrative Committee shall use its reasonable best efforts to interpret and administer the Plan in accordance with such requirements.

27

     11.4 Elections Prior to 2009.

          To the extent not consistent with the terms of this Plan, election forms submitted under the Plan prior to the Effective Date for Plan Years beginning after December 31, 2004, shall be deemed modified to conform to the provisions of this document.

     11.5 No Employment Contract.

          Nothing herein contained is intended to be nor shall be construed as constituting a contract or other arrangement between the Company and any Participant to the effect that the Participant shall be employed by the Company for any specific period of time.

     11.6 Headings.

          The headings of the various articles and sections in the Plan are solely for convenience and may not be relied upon in construing any provisions hereof. Any reference to a section refers to a section of the Plan unless specified otherwise.

     11.7 Gender and Number.

          Use of any gender in the Plan shall be deemed to include both genders when appropriate, and use of the singular number shall be deemed to include the plural when appropriate, and vice versa in each instance.

     11.8 Assignment of Benefits.

          The right of a Participant or his Beneficiary to receive payments under the Plan shall not be anticipated, alienated, sold, assigned, transferred, pledged, encumbered, attached or garnished by creditors of such Participant or Beneficiary, except by will or by the laws of descent and distribution and then only to the extent permitted under the terms of the Plan.

     11.9 Legally Incompetent.

          The Administrative Committee, in its sole discretion, may direct that payment to be made to an incompetent or disabled person, whether because of minority or mental or physical disability, be made instead to the guardian of such person or to the person having custody of such person, without further liability on the part of the Company for the amount of such payment to the person on whose account such payment is made.

     11.10 Governing Law.

          The Plan shall be construed, administered and governed in all respects in accordance with applicable federal law (including ERISA) and, to the extent not preempted by federal law, in accordance with the laws of the State of Texas. If any provisions of this instrument are held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

28

     11.11 Exclusive Benefit.

          The benefits payable hereunder shall be the exclusive benefit payable to any Participant under the Plan.

     IN WITNESS WHEREOF, the Controlling Company has caused the Plan to be executed by its duly authorized officer on the 26^th day of December, 2008.

CASH AMERICA INTERNATIONAL, INC.
By:	/s/ Robert D. Brockman
	Robert D. Brockman, Executive Vice President

29

EX-10.33

EXHIBIT 10.33

CASH AMERICA INTERNATIONAL, INC.

NONQUALIFIED SAVINGS PLAN

As Amended and Restated
Effective January 1, 2009

CASH AMERICA INTERNATIONAL, INC.

NONQUALIFIED SAVINGS PLAN

     Effective as of the 1st day of January, 2009, Cash America International, Inc. (the “Controlling Company”) hereby amends and restates the Cash America International, Inc. Nonqualified Savings Plan (the “Plan”).

BACKGROUND AND PURPOSE

     A. Background. The Plan was initially adopted effective as of July 1, 1996, and was most recently amended and restated effective as of January 1, 2002. Effective January 1, 2009, the Plan, as set forth in this document, is intended and should be construed as a restatement and continuation of the Plan as previously in effect.

     B. Goal. The Controlling Company desires to provide its designated key management employees (and those of its affiliated companies that participate in the Plan) with an opportunity (i) to defer the receipt and income taxation of a portion of such employees’ annual compensation and (ii) to receive, on a deferred basis, matching contributions made with respect to at least a portion of such employees’ own deferrals.

     C. Coordination with 401(k) Plan. The Plan is intended to be used solely for the purpose of allowing eligible employees to maximize the retirement benefits they otherwise would be able to attain under the Controlling Company’s 401(k) plan, but for the limits on contributions and benefits applicable to such plan under the Internal Revenue Code of 1986, as amended (the “Code”); including, without limitation, the maximum limits on compensation, employee deferrals and allocations (under Code Sections 401(a)(17), 402(g) and 415, respectively); and the discrimination testing limits (under Code Sections 401(k) and 401(m)). To this end, the Plan previously provided for the spillover from the Plan to the 401(k) plan of such employee deferral and matching contribution amounts as may be permissible without violating any of such Code limits.

     D. Purpose. The purpose of the Plan document is to set forth the terms and conditions pursuant to which these deferrals and contributions may be made and to describe the nature and extent of the employees’ rights to their deferred amounts and employer contributions.

     E. Type of Plan. The Plan constitutes an unfunded, nonqualified deferred compensation plan that benefits certain designated employees who are within a select group of key management or highly compensated employees. It is intended that this Plan comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.

STATEMENT OF AGREEMENT

     To amend and restate the Plan with the purposes and goals as hereinabove described, the Controlling Company hereby sets forth the terms and provisions of the Plan, as follows:

CASH AMERICA INTERNATIONAL, INC.
NONQUALIFIED SAVINGS PLAN

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
1.1	Account		1
1.2	ACP Test		1
1.3	ADP Test		1
1.4	Administrative Committee		1
1.5	Annual Bonus		1
1.6	Annual Bonus Deferrals		1
1.7	Annual Bonus Election		1
1.8	Beneficiary		1
1.9	Board		1
1.10	Business Day		1
1.11	Change in Control		2
1.12	Code		2
1.13	Company		2
1.14	Company Stock		2
1.15	Company Stock Fund		2
1.16	Compensation		2
1.17	Controlled Group		3
1.18	Controlling Company		3
1.19	Deferral Contributions		3
1.20	Deferral Election		3
1.21	Effective Date		3
1.22	Eligible Employee		3
1.23	ERISA		4
1.24	FICA Tax		4
1.25	Financial Hardship		4
1.26	Investment Election		4
1.27	Investment Funds		4
1.28	Key Employee		4
1.29	Matching Compensation		4
1.30	Matching Contributions		5
1.31	Participant		5
1.32	Payment Date		5
1.33	Plan		5
1.34	Plan Year		5
1.35	Post-409A Account		5
1.36	Pre-409A Account		5
1.37	Savings Plan		5

i

		Page
1.38	Section 401(a)(17) Limitation		5
1.39	Section 402(g) Limitation		5
1.40	Separate from Service or Separation from Service		5
	(a)     Leaves of Absence		6
	(b)     Status Change		6
	(c)     Termination of Employment		6
1.41	Spillover Contributions		7
1.42	Spillover Election		7
1.43	Surviving Spouse		8
1.44	Trust or Trust Agreement		8
1.45	Trust Fund		8
1.46	Trustee		8
1.47	Valuation Date		8
ARTICLE II ELIGIBILITY AND PARTICIPATION			9
2.1	Eligibility		9
2.2	Procedure for Admission		9
2.3	Cessation of Eligibility		9
ARTICLE III PARTICIPANTS’ ACCOUNTS; DEFERRALS AND CREDITING			10
3.1	Participants’ Accounts		10
	(a)     Establishment of Accounts		10
	(b)     Nature of Contributions and Accounts		10
3.2	Deferral Contributions		10
	(a)     Deadline		10
	(b)     Irrevocability and Term of Election		11
(1)	Generally		11
(2)	Effect of Transfers Between Related Entities		11
	(c)     Amount		11
(1)	Deferral Election		12
(2)	Annual Bonus Election		12
3.3	Crediting of Deferred Compensation		12
3.4	Matching Contributions		12
3.5	Spillover Contributions		12
	(a)     General		12
	(b)     Timing and Amount		13
	(c)     Debiting of Spillover Contributions		13
3.6	Debiting of Distributions		13
3.7	Crediting of Earnings		13
3.8	Vesting		13
	(a)     General		13
	(b)     Change in Control		13
	(c)     Job Abolishment		13
3.9	Notice to Participants of Account Balances		14
3.10	Good Faith Valuation Binding		14
3.11	Errors and Omissions in Accounts		14

ii

		Page
ARTICLE IV INVESTMENT FUNDS			15
4.1	Selection by Administrative Committee		15
4.2	Participant Direction of Deemed Investments		15
	(a)     Nature of Participant Direction		15
	(b)     Investment of Contributions		15
	(c)     Investment of Existing Account Balances		15
	(d)     Administrative Committee Discretion		16
ARTICLE V PAYMENT OF POST-409A ACCOUNT BALANCES			17
5.1	Amount of Benefit Payments for Post-409A Account		17
5.2	Timing and Form of Distribution of Post-409A Account		17
	(a)     Timing of Distributions		17
(1)	Default Timing of Distribution		17
(2)	Payment Date Election		17
	(b)     Form of Distribution for Post-409A Account Balances		18
(1)	Single-Sum Payment		18
(2)	Annual Installments		18
	(A)     Election of Annual Installments		18
	(B)     Installment Periods		19
	(c)     Modifications of Form and Timing		19
(1)	Availability of Election		19
(2)	Delay in Payment Date		19
(3)	Restrictions		19
	(d)     Medium of Payment		20
	(e)     Order of Distribution		20
	(f)     Cash-out		20
(1)	Employee Deferral Cashout		20
(2)	Cashout of Employer Contributions		20
(3)	Documentation of Determination		20
(4)	Six Month Delay for Key Employees		20
5.3	Death Benefits		21
5.4	Hardship Withdrawals		21
5.5	Offset of Benefit by Amounts Owed to the Company		21
5.6	Taxes		22
	(a)     Amounts Payable Whether or Not Account is in Pay Status		22
	(b)     Amounts Payable Only if Account is in Pay Status		22
	(c)     Method of Payment		22
5.7	No Acceleration of Post-409A Account Payments		22
ARTICLE VI PAYMENT OF PRE-409A ACCOUNT BALANCES			23
6.1	Benefit Payments of Pre-409A Account Upon Termination of Service for
	Reasons Other Than Death		23
	(a)     General Rule Concerning Benefit Payments		23
	(b)     Timing of Distribution		23
6.2	Form of Distribution for Pre-409A Account		24
	(a)     Single-Sum Payment		24
	(b)     Annual Installments		24
	(c)     Multiple Forms of Distribution		24

iii

		Page
	(d)     Form of Assets		24
	(e)     Order of Distribution		24
6.3	Death Benefits for Pre-409A Accounts		25
6.4	Withdrawals from Pre-409A Accounts		25
	(a)     Hardship Withdrawals		25
	(b)     Withdrawals with Forfeiture		25
6.5	Taxes		26
6.6	Offset of Benefit by Amounts Owed to the Controlling Company		26
ARTICLE VII CLAIMS			27
7.1	Rights		27
7.2	Claims		27
	(a)     Initial Claim		27
	(b)     Appeal		27
	(c)     Satisfaction of Claims		28
ARTICLE VIII SOURCE OF FUNDS; TRUST			29
8.1	Source of Funds		29
8.2	Trust		29
8.3	Funding Prohibition under Certain Circumstances		29
ARTICLE IX ADMINISTRATIVE COMMITTEE			30
9.1	Action		30
9.2	Rights and Duties		30
9.3	Compensation, Indemnity and Liability		31
ARTICLE X AMENDMENT AND TERMINATION			32
10.1	Amendments		32
10.2	Freezing or Termination of Plan		32
	(a)     Freezing		32
	(b)     Termination		32
ARTICLE XI MISCELLANEOUS			33
11.1	Beneficiary Designation		33
	(a)     General		33
	(b)     No Designation or Designee Dead or Missing		33
11.2	Distribution pursuant to a Domestic Relations Order		33
11.3	Taxation		33
11.4	Elections Prior to 2009		33
11.5	No Employment Contract		34
11.6	Headings		34
11.7	Gender and Number		34
11.8	Assignment of Benefits		34
11.9	Legally Incompetent		34
11.10	Governing Law		34

iv

ARTICLE I
DEFINITIONS

     For purposes of the Plan, the following terms, when used with an initial capital letter, shall have the meaning set forth below unless a different meaning plainly is required by the context.

     1.1 Account shall mean, with respect to a Participant or Beneficiary, the total dollar amount or value evidenced by the last balance posted in accordance with the terms of the Plan to the account record established for such Participant or Beneficiary. As determined by the Administrative Committee, an Account may be divided into separate subaccounts.

     1.2 ACP Test shall mean the actual contribution percentage test under Code Section 401(m) as applicable to the Savings Plan.

     1.3 ADP Test shall mean the actual deferral percentage test under Code Section 401(k) as applicable to the Savings Plan.

     1.4 Administrative Committee shall mean the administrative committee of the Savings Plan, or such other committee as shall be appointed by the Board, which shall act on behalf of the Controlling Company to administer the Plan, all as provided in Article IX.

     1.5 Annual Bonus shall mean that portion of an Eligible Employee’s Compensation that is an annual cash bonus, determined and payable on an annual basis under a plan adopted by the Company, and payable prior to Separation from Service. For clarity, 2008 special incentive awards shall not be considered “Annual Bonuses” under this Plan.

     1.6 Annual Bonus Deferrals shall mean, for each Plan Year, that portion of a Participant’s Annual Bonus deferred under the Plan pursuant to Section 3.2.

     1.7 Annual Bonus Election shall mean an election through which a Participant may elect to defer under the Plan all or a portion of his Annual Bonus. Such election may be made in writing, through an interactive telephone or internet-based system or in such other manner as the Administrative Committee may prescribe.

     1.8 Beneficiary shall mean, with respect to a Participant, the person(s) designated or identified in accordance with Section 11.1 to receive any death benefits that may be payable under the Plan upon the death of the Participant.

     1.9 Board shall mean the Board of Directors of the Controlling Company.

     1.10 Business Day shall mean each day on which the Trustee operates, and is open to the public, for its business.

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     1.11 Change in Control shall mean, with respect to the Controlling Company or any member of its Controlled Group, one of the following:

          (a) The acquisition by any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended), together with affiliates and associates of such person, whether by purchase, tender offer, exchange, reclassification, recapitalization, merger or otherwise, of a sufficient number of shares of the voting securities of the Controlling Company (or such other Controlled Group member) to first provide such person with 50 percent or more of the combined voting power of the Controlling Company’s (or such other Controlled Group member’s) then outstanding voting securities, which purchase is not approved by the Board (or the board of directors or other managing body of such other Controlled Group member); or

          (b) The cessation, for any reason during any period of 24 consecutive months, of individuals who at the beginning of such period constitute the Board (or the board of directors or other managing body of such other Controlled Group member), to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by a majority of the continuing directors then in office; or

          (c) The sale by the Controlling Company (or such other Controlled Group member), in one transaction or a series of related transactions, whether in liquidation, dissolution or otherwise, of assets or earning power aggregating more than 50 percent of the assets or earning power of the Controlling Company (or such other Controlled Group member) and its subsidiaries (taken as a whole) to any other entity or entities.

     1.12 Code shall mean the Internal Revenue Code of 1986, as amended, and any succeeding federal tax provisions.

     1.13 Company shall mean the Controlling Company and all members of its Controlled Group, except (i) any Controlled Group members that affirmatively elect not to participate in the Plan; and (ii) any Controlled Group members that are not U.S. companies that do not affirmatively elect to participate in the Plan.

     1.14 Company Stock shall mean the common stock of the Controlling Company.

     1.15 Company Stock Fund shall mean the Investment Fund invested primarily in the common stock of the Controlling Company.

     1.16 Compensation shall mean, for a Participant for any Plan Year, the total of:

          (a) Such Participant’s compensation, based on the definition that is used under the Savings Plan for purposes of determining the amount of his before-tax and matching contributions thereunder as of the last day of the immediately preceding Plan Year, but disregarding the Section 401(a)(17) Limitation; plus

          (b) Deferral Contributions, to the extent otherwise excluded from the compensation determined under subsection (a); plus

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          (c) Compensation during any portion of the Plan Year while the Participant was not an active participant in the Savings Plan, to the extent otherwise excluded; minus

          (d) Severance pay and any other Compensation payable after the date of the Participant’s Separation from Service.

For clarity, Compensation shall not include the one-time special awards granted on January 23, 2008. Compensation payable after the last day of the Plan Year for services performed during the final payroll period described in Code Section 3401(b) containing the last day of the Plan Year shall be treated as Compensation for services performed in the Plan Year during which such amount is paid.

     1.17 Controlled Group shall mean the Controlling Company and any other entity that is required to be aggregated with the Controlling Company under Code Sections 414(b) or (c). For clarity, for purposes of determining whether a Separation from Service has occurred, the term “Controlled Group” shall include the Controlling Company and all entities that would be treated as a single employer with the Controlling Company under Code Section 414(b) or (c), using “at least 80 percent” in applying such rules.

     1.18 Controlling Company shall mean Cash America International, Inc., a corporation with its principal place of business in Fort Worth, Texas.

     1.19 Deferral Contributions shall mean, for each Plan Year, that portion of a Participant’s Compensation (including Annual Bonus deferrals) deferred under the Plan pursuant to Section 3.2.

     1.20 Deferral Election shall mean an election through which a Participant may elect to defer under the Plan a portion of his Compensation (other than his Annual Bonus). Such election may be made in writing, through an interactive telephone or internet-based system or in such other manner as the Administrative Committee may prescribe.

     1.21 Effective Date shall mean January 1, 2009, the date this amendment and restatement of the Plan generally shall be effective. The Plan was initially effective on July 1, 1996.

     1.22 Eligible Employee shall mean, for a Plan Year, an individual:

          (a) Who is a member of a select group of highly compensated or key management employees of the Company; and

          (b) Who is a “highly compensated employee” under the Savings Plan for such Plan Year, or is selected by the Administrative Committee before the beginning of the Plan Year to be an Eligible Employee for such Plan Year; and

          (c) Who is not a nonresident alien with no U.S.-source income from employment with the Controlled Group as of the first day of the Plan Year.

For clarity, an individual’s status as an Eligible Employee may change from Plan Year to Plan

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Year.

     1.23 ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended.

     1.24 FICA Tax shall mean the Federal Insurance Contributions Act tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2).

     1.25 Financial Hardship shall mean a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of the Participant’s dependent (as defined in Code Section 152(a)), loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Financial Hardship shall be determined by the Administrative Committee on the basis of the relevant facts of each case, including information supplied by the Participant in accordance with uniform guidelines prescribed from time to time by the Administrative Committee; provided, the Participant will be deemed not to have a Financial Hardship to the extent that such hardship is or may be relieved:

          (a) Through reimbursement or compensation from insurance or otherwise;

          (b) By liquidation of the Participant’s assets, to the extent the liquidation of assets would not itself cause severe financial hardship; or

          (c) By cessation of deferrals under the Plan or the Savings Plan.

Examples of what could not be considered a Financial Hardship include the need to send a Participant’s child to college or the desire to purchase a home.

     1.26 Investment Election shall mean an election, made in such form as the Administrative Committee may direct, pursuant to which a Participant may elect the Investment Funds in which the amounts credited to his Account shall be deemed to be invested.

     1.27 Investment Funds shall mean the investment funds and models selected from time to time by the Administrative Committee for purposes of determining the rate of return on amounts deemed invested pursuant to the terms of the Plan.

     1.28 Key Employee shall mean a Participant who meets the requirements to be considered a “specified employee” as defined in Code Section 409A as of: (i) for a Participant who Separates from Service on or after the first day of a Plan Year and before the first day of the fourth month of such Plan Year the December 31 of the second Plan Year preceding the Plan Year in which such Participant Separates from Service; or (ii) for any other Participant, the preceding December 31. For purposes of identifying Key Employees, the Participant’s compensation shall mean all of the items listed in Treasury Regulations Section 1.415(c)-2(b), and excluding all of the items listed in Treasury Regulations Section 1.415(c)-2(c).

     1.29 Matching Compensation shall mean, for a Participant for a Plan Year, the portion of the Participant’s Compensation that exceeds the limitation applicable for such Plan Year under

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Code Section 401(a)(17). For the Plan Year beginning January 1, 2009, Matching Compensation shall also include that portion of the Participant’s Compensation attributable to the Annual Bonus earned during 2008 and payable in 2009.

     1.30 Matching Contributions shall mean, for each Plan Year, the amount credited to a Participant’s Account pursuant to Section 3.4.

     1.31 Participant shall mean any person who has been admitted to, and has not been removed from, participation in the Plan pursuant to the provisions of Article II.

     1.32 Payment Date shall mean the date on which all or a portion of the Participant’s benefit is scheduled to be paid (in the case of a lump sum payment) or commenced (in the case of installment payments) pursuant to the terms of the Plan.

     1.33 Plan shall mean the Cash America International, Inc. Nonqualified Savings Plan, as contained herein and all amendments hereto. For tax purposes and purposes of Title I of ERISA, the Plan is intended to be an unfunded, nonqualified deferred compensation plan covering certain designated employees who are within a select group of key management or highly compensated employees.

     1.34 Plan Year shall mean the 12-consecutive-month period ending on December 31 of each year.

     1.35 Post-409A Account shall mean the portion of a Participant’s Account that is not the Participant’s Pre-409A Account.

     1.36 Pre-409A Account shall mean the portion of a Participant’s Account attributable to (i) the balance of the Participant’s Account that was earned and vested as of December 31, 2004, plus (ii) any contributions to the Account after December 31, 2004, the right to which was earned and vested as of December 31, 2004, to the extent such contributions are actually made.

     1.37 Savings Plan shall mean the Cash America International, Inc. 401(k) Savings Plan.

     1.38 Section 401(a)(17) Limitation shall mean the limitation imposed under Code Section 401(a)(17) that establishes, subject to cost-of-living adjustments, the maximum amount of compensation that can be taken into account for any year under the Savings Plan.

     1.39 Section 402(g) Limitation shall mean the limitation imposed under Code Section 402(g) that establishes, subject to cost-of-living adjustments, the maximum amount of elective deferrals that any Participant may contribute for any year to the Savings Plan.

     1.40 Separate from Service or Separation from Service shall mean that a Participant separates from service with all members of the Controlled Group as defined in Code Section 409A and guidance issued thereunder. Generally, a Participant separates from service if the Participant dies, retires, or otherwise has a termination of employment with all members of the Controlled Group, determined in accordance with the following:

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          (a) Leaves of Absence. The employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed 6 months, or, if longer, so long as the Participant retains a right to reemployment with the Controlled Group under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only while there is a reasonable expectation that the Participant will return to perform services for the Controlled Group. If the period of leave exceeds 6 months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such 6-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 6 months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for such 6-month period.

          (b) Status Change. Generally, if a Participant performs services both as an employee and an independent contractor, such Participant must separate from service both as an employee, and as an independent contractor pursuant to standards set forth in Treasury Regulations, to be treated as having a Separation from Service. However, if a Participant provides services as an employee and as a member of the Board of Directors, the services provided as a director are not taken into account in determining whether the Participant has a Separation from Service as an employee for purposes of this Plan.

          (c) Termination of Employment. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Controlled Group and the Participant reasonably anticipate that (i) no further services will be performed after a certain date, or (ii) the level of bona fide services the Participant will perform after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Controlled Group if the Participant has been providing services to the Controlled Group less than 36 months). Facts and circumstances to be considered in making this determination include, but are not limited to, whether the Participant continues to be treated as an employee for other purposes (such as continuation of salary and participation in employee benefit programs), whether similarly situated service providers have been treated consistently, and whether the Participant is permitted, and realistically available, to perform services for other service recipients in the same line of business. For periods during which a Participant is on a paid bona fide leave of absence and has not otherwise terminated employment as described in subsection (a) above, for purposes of this subsection the Participant is treated as providing bona fide services at a level equal to the level of services that the Participant would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which a Participant is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of this subsection (including for purposes of determining the applicable 36-month (or shorter) period).

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     1.41 Spillover Contributions shall mean, with respect to each Participant for Plan Years beginning before January 1, 2008, the Spillover Contributions determined pursuant to the terms of the Plan as in effect for such Plan Year. For each Participant for the Plan Year beginning January 1, 2008, Spillover Contributions shall mean an amount equal to the lesser of (a) or (b), as follows:

          (a) the amount determined by the Administrative Committee of the Savings Plan as the maximum amount of Deferral Contributions other than Annual Bonus Deferrals made on behalf of the Participant for the Plan Year beginning January 1, 2008, plus Annual Bonus Deferrals made on behalf of the Participant during 2008 with respect to the Annual Bonus earned during 2007, plus Matching Contributions attributable to all such Deferral Contributions and Annual Bonus Deferrals, which otherwise could have been contributed to the Savings Plan for the Plan Year beginning January 1, 2008:

          (1) that is consistent with the Section 402(g) Limitation, and

          (2) that would not cause the Savings Plan to fail the ADP Test and/or the ACP Test, if those tests were applied by (i) assuming that each Participant who is a “highly compensated employee” under the Savings Plan could contribute a uniform maximum percentage of his wages reportable on Box 1 of Form W-2 under the Savings Plan, and (ii) not including any Spillover Contributions in a Participant’s compensation for testing purposes under the Savings Plan.

          (b) the total amount of Deferral Contributions other than Annual Bonus Deferrals that are made on behalf of such Participant for the Plan Year beginning January 1, 2008, plus Annual Bonus Deferrals made on behalf of the Participant during 2008 with respect to the Annual Bonus earned during 2007, plus Matching Contributions attributable to all such Deferral Contributions and Annual Bonus Deferrals, which have not been distributed to the Participant or his Beneficiary on or before December 31, 2008.

Spillover Contributions shall not include earnings and/or losses credited to a Participant’s Account under the Plan. In addition, Spillover Contributions shall include only that portion of a Participant’s Annual Bonus (and Matching Contributions attributable to such portion of his Annual Bonus) which is deferred pursuant to an Annual Bonus Election and which would have been contributed to the Plan if the same deferral percentage that the Participant elected under his Deferral Election in effect for 2008 had been applied to such Annual Bonus (for example, if a Participant has made a Deferral Election to defer 5 percent of his Compensation for 2008, the maximum percentage of his Annual Bonus paid during 2008 that may be included in his Spillover Contribution will be 5 percent). To the extent the Participant’s Account is deemed invested in the Company Stock Fund, Spillover Contributions shall be made first in the form of whole shares of Controlling Company common stock (to the extent the value of such shares does not exceed the amount of the Spillover Contribution), and then in cash.

     1.42 Spillover Election shall mean an election for a Plan Year beginning before January 1, 2009, through which a Participant elected to transfer Spillover Contributions to the Savings Plan. Such election could be made in writing, through an interactive telephone or internet-based system or in such other manner as the Administrative Committee may prescribe.

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     1.43 Surviving Spouse shall mean, with respect to a Participant, the person who is treated as married to such Participant under the laws of the state in which the Participant resides. The determination of a Participant’s Surviving Spouse shall be made as of the date of such Participant’s death.

     1.44 Trust or Trust Agreement shall mean the separate agreement or agreements between the Controlling Company and the Trustee governing the Trust Fund, and all amendments thereto.

     1.45 Trust Fund shall mean the total amount of cash and other property held by the Trustee (or any nominee thereof) at any time under the Trust Agreement.

     1.46 Trustee shall mean the party or parties so designated from time to time pursuant to the terms of the Trust Agreement.

     1.47 Valuation Date shall mean each Business Day; provided, the value of an Account on a day other than a Valuation Date shall be the value determined as of the immediately preceding Valuation Date.

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ARTICLE II
ELIGIBILITY AND PARTICIPATION

     2.1 Eligibility.

          Each individual who is both an Eligible Employee and eligible to participate in the Savings Plan as of the first day of a Plan Year (whether or not he elects to make before-tax contributions to the Savings Plan) shall be eligible to participate in the Plan for the entire Plan Year.

     2.2 Procedure for Admission.

          The Administrative Committee may require an Eligible Employee to complete such forms and provide such data as the Administrative Committee determines in its sole discretion. Such forms and data may include, without limitation, the Eligible Employee’s Deferral Election, Annual Bonus Election, acceptance of the terms and conditions of the Plan and the designation of a Beneficiary to receive any death benefits payable hereunder.

     2.3 Cessation of Eligibility.

          An employee shall cease active participation in the Plan if he ceases to satisfy the criteria which qualified him as an Eligible Employee, in which case his Deferral Election and Annual Bonus Election shall not apply to Compensation earned in any Plan Year during which he does not satisfy the requirements as an Eligible Employee. An employee shall cease active participation in the Plan upon his Separation from Service, in which case his Deferral Election and Annual Bonus Election shall not apply to Compensation payable after Separation from Service. Even if his active participation in the Plan ends, an employee shall remain an inactive Participant in the Plan until the earlier of (i) the date the full amount of his vested Account (if any) is spilled over and/or distributed from the Plan, or (ii) the date he again becomes an Eligible Employee and recommences active participation in the Plan. During the period of time that an employee is an inactive Participant in the Plan, his vested Account shall continue to be credited with earnings as provided for in Section 3.7.

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ARTICLE III
PARTICIPANTS’ ACCOUNTS; DEFERRALS AND CREDITING

     3.1 Participants’ Accounts.

          (a) Establishment of Accounts. The Administrative Committee shall establish and maintain an Account on behalf of each Participant. Each Account shall be credited with (i) Deferral Contributions, (ii) Matching Contributions, and (iii) earnings attributable to such Account, and shall be debited by the amount of any distributions, including, for Plan Years beginning before January 1, 2009, Spillover Contributions. Each Account shall be subdivided into a Pre-409A Account and a Post-409A Account, which shall be separately accounted for under the Plan. Each Account of a Participant shall be maintained until the vested value thereof has been distributed to or on behalf of such Participant or his Beneficiary.

          (b) Nature of Contributions and Accounts. Deferral Contributions, Matching Contributions and earnings credited to a Participant’s Account shall be represented solely by bookkeeping entries and, except as provided in Article VIII, no moneys or other assets shall actually be set aside for such Participant. All payments to a Participant under the Plan shall be made from the general assets of the Company. The Administrative Committee or the Board shall allocate the total liability to pay benefits under the Plan among the Controlling Company and the members of its Controlled Group comprising the Company in such manner and amount as the Administrative Committee or the Board (as applicable) in its sole discretion deems appropriate. Any assets which may be acquired by the Company in anticipation of its obligations under the Plan shall be part of the general assets of the Company. The Company’s obligation to pay benefits under the Plan constitutes a mere promise of the Company to pay such benefits, and a Participant or Beneficiary shall be and remain no more than an unsecured, general creditor of the Company.

     3.2 Deferral Contributions. Subject to the suspension period under Section 6.4(b), each Eligible Employee who is eligible to participate in the Plan for a Plan Year may elect to have Deferral Contributions made on his behalf for such Plan Year by completing and delivering to the Company (or its designee) a Deferral Election and/or, if permitted by the Administrative Committee, an Annual Bonus Election, setting forth the terms of his election(s). Subject to the terms and conditions set forth below, (i) a Deferral Election may provide for (A) the reduction of an Eligible Employee’s Compensation (exclusive of Annual Bonus amounts) earned during the Plan Year for which the Deferral Election is in effect, or (B) the reduction of an Eligible Employee’s Compensation (exclusive of Annual Bonus amounts) earned during the Plan Year for which the Deferral Election is in effect, only to the extent such Compensation exceeds the limit applicable for such Plan Year under Code Section 401(a)(17); and (ii) an Annual Bonus Election shall provide for the reduction of an Eligible Employee’s Annual Bonus earned during the Plan Year for which the Annual Bonus Election is in effect. The following terms shall apply to such elections:

          (a) Deadline. A Participant’s Deferral Election and Annual Bonus Election for the Compensation earned during a Plan Year must be made within the time period prescribed by the

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Administrative Committee and before the first day of such Plan Year. An Eligible Employee may change his Deferral Election and/or Annual Bonus Election for the Plan Year any time prior to the deadline specified in this subsection, subject to any restrictions or procedures determined by the Administrative Committee.

          (b) Irrevocability and Term of Election.

          (1) Generally. Upon the deadline specified in (a) above, an Eligible Employee’s Deferral Election and Annual Bonus Election, or deemed election upon a failure to submit a timely election, shall become irrevocable for the Plan Year except as provided under this subsection. Each Participant’s Deferral Election and Annual Bonus Election for a Plan Year shall remain in effect for such Plan Year and all subsequent Plan Years until the earlier of: (i) the cessation of the Participant’s deferrals because the Participant is no longer an active Participant as provided in Plan Section 2.3, including upon Separation from Service; (ii) the effective date of the Participant’s revocation of such Deferral Election or Annual Bonus Election, as applicable, for amounts earned during a subsequent Plan Year; (iii) immediately prior to the beginning of the Plan Year that includes the scheduled payment date for his Deferral Contributions under such Deferral Election or Annual Bonus Election, if such date may occur prior to Separation from Service; (iv) the date the Participant receives a hardship distribution under the Company’s tax-qualified retirement plan that provides that a hardship distribution will be deemed necessary to satisfy an immediate and heavy financial need if the employee is prohibited from making elective contributions and employee contributions to all plans maintained by the Company for a period following the hardship distribution; or (v) with respect to deferral elections made before January 1, 2008, as applicable for amounts earned on or after January 1, 2009, December 31, 2008. A Participant’s Deferral Election and Annual Bonus Election may be cancelled in the discretion of the Administrative Committee as permitted under Code Section 409A (for example, on the date the Participant receives an unforeseeable emergency distribution pursuant to Code Section 409A). For clarity, if a Participant’s Deferral Election and Annual Bonus Election are cancelled because the Participant is no longer an active Participant as provided in Section 2.3, such individual must submit a new Deferral Election and/or Annual Bonus Election if he again becomes eligible to actively participate in the Plan.

          (2) Effect of Transfers Between Related Entities. If a Participant is transferred from the employment of one entity that is part of the Company to another entity that is also part of the Company, his Deferral Election and Annual Bonus Election with the first entity will remain in effect and will apply to his Compensation from the second entity until terminated as set forth in subsection (1) above. If a Participant is transferred from employment with the Company to the employment of a member of the Controlled Group that does not participate in the Plan, his Deferral Election and Annual Bonus Election with the Company will remain in effect and will apply to his Compensation earned for the Plan Year during which the transfer occurs, and will be automatically cancelled as of the end of such Plan Year.

          (c) Amount.

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          (1) Deferral Election. A Participant may elect to defer his Compensation payable in each regular paycheck in 1 percent increments, up to a maximum of 50 percent or such other maximum percentage and/or amount, if any, established by the Administrative Committee from Plan Year to Plan Year.

          (2) Annual Bonus Election. If the Administrative Committee permits, the Participant may elect to reduce his Annual Bonus by a fixed dollar amount or in 1 percent increments, up to 100 percent, or such other maximum amount, if any, established by the Administrative Committee from Plan Year to Plan Year. Any percentage election shall be applied to the Participant’s gross Annual Bonus without reduction for any FICA Tax applicable to the Annual Bonus, but the deferral amount shall be deducted after any FICA Tax applicable to the Annual Bonus and other tax withholding related to the amount of such FICA Taxes as permitted under Code Section 409A, and shall not exceed the remaining amount of the Annual Bonus after reduction for FICA Taxes and such related tax withholding.

     3.3 Crediting of Deferred Compensation.

          For each Plan Year that a Participant has a Deferral Election and/or an Annual Bonus Election in effect, the Administrative Committee shall credit the amount of such Participant’s Deferral Contributions to his Account on, or as soon as practicable after, the Valuation Date on which such amount would have been paid to him but for his Deferral Election and/or Annual Bonus Election.

     3.4 Matching Contributions.

          As of the end of each payroll period (or such other date or time as the Administrative Committee, in its sole discretion, determines from time to time), the Administrative Committee shall credit to each Participant’s Account for such payroll period a Matching Contribution equal to 50 percent of the Participant’s Matching Compensation elected to be deferred under the Plan for such payroll period, up to 5 percent of such Participant’s Matching Compensation; provided, the total amount of Matching Contributions credited to such Participant’s Account for any payroll period shall not exceed 2.5 percent of such Participant’s Matching Compensation for such payroll period.

     3.5 Spillover Contributions.

          (a) General. If an Eligible Employee irrevocably elected to have Spillover Contributions transferred from the Plan to the Savings Plan for the Plan Year beginning January 1, 2008, by completing and delivering to the Company (or its designee) an irrevocable Spillover Election, as permitted under the Plan before the Effective Date, the Company shall transfer such Eligible Employee’s Spillover Contributions to the Savings Plan between January 1, 2009, and March 15, 2009. If an Eligible Employee did not complete and deliver a Spillover Election to the Company for the Plan Year beginning January 1, 2008, as permitted under the terms of the Plan before the Effective Date, Spillover Contributions attributable to Deferral Contributions for 2008 will be paid directly to the Eligible Employee between January 1, 2008, and March 15, 2008, and

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Spillover Contributions attributable to Matching Contributions for 2008 will be forfeited. Spillover Contributions shall not apply under the Plan to Plan Years beginning on or after January 1, 2009.

          (b) Timing and Amount. The Administrative Committee shall determine the amount of Spillover Contributions for 2008 based upon preliminary ADP and ACP Tests under the Savings Plan as soon as practicable following December 31, 2008.

          (c) Debiting of Spillover Contributions. For each Participant who has a Spillover Election in effect for the Plan Year beginning January 1, 2008, the Administrative Committee shall debit the amount of such Participant’s Spillover Contribution from his Account as of the Valuation Date as of which such amount was either paid to him (or forfeited) or transferred to the Savings Plan pursuant to subsection (a).

     3.6 Debiting of Distributions.

          As of each Valuation Date, the Administrative Committee shall debit each Participant’s Account for any amount distributed from such Account since the immediately preceding Valuation Date.

     3.7 Crediting of Earnings.

          As of each Valuation Date, the Administrative Committee shall credit to each Participant’s Account the amount of earnings and/or losses applicable thereto for the period since the immediately preceding Valuation Date, based on the investments applicable to the Participant’s Account pursuant to the terms of Section 4.2.

     3.8 Vesting.

          (a) General. A Participant shall at all times be fully vested in his Deferral Contributions, and the earnings credited to his Account with respect to such Deferral Contributions. The Matching Contributions credited to a Participant’s Account and the earnings credited with respect thereto shall vest in accordance with the vesting schedule, and at the same vesting percentage, as applies to the Participant’s matching account under the Savings Plan.

          (b) Change in Control. If a Change in Control occurs with respect to the Controlling Company or a member of the Controlled Group that is the Participant’s employer, the Participant shall be immediately 100 percent vested in the Matching Contributions credited to his Account and the earnings credited with respect thereto as of the date of such Change in Control. Matching Contributions credited to a Participant’s account and the earnings credited with respect thereto after the date of a Change in Control shall continue to vest in accordance with the vesting schedule, and at the same vesting percentage, as applies to the Participant’s matching account under the Savings Plan.

          (c) Job Abolishment. If a Participant’s employment is terminated as a result of a job abolishment, the Matching Contributions credited to his Account and the earnings credited with respect thereto shall be immediately 100 percent vested.

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     3.9 Notice to Participants of Account Balances.

          At least once for each Plan Year, the Administrative Committee shall cause a written or electronic statement of a Participant’s Account balance to be distributed or otherwise made available to the Participant.

     3.10 Good Faith Valuation Binding.

          In determining the value of the Accounts, the Administrative Committee shall exercise its best judgment, and all such determinations of value (in the absence of bad faith) shall be binding upon all Participants and their Beneficiaries.

     3.11 Errors and Omissions in Accounts.

          If an error or omission is discovered in the Account of a Participant, the Administrative Committee, in its sole discretion, shall cause appropriate, equitable adjustments to be made as soon as administratively practicable following the discovery of such error or omission.

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ARTICLE IV
INVESTMENT FUNDS

     4.1 Selection by Administrative Committee.

          From time to time, the Administrative Committee shall select two or more Investment Funds for purposes of determining the rate of return on amounts deemed invested in accordance with the terms of the Plan. The Administrative Committee may change, add or remove Investment Funds on a prospective basis at any time(s) and in any manner it deems appropriate.

     4.2 Participant Direction of Deemed Investments.

          Each Participant generally may direct the manner in which his Account shall be deemed invested in and among the Investment Funds. Any Participant investment directions permitted hereunder shall be made in accordance with the following terms:

          (a) Nature of Participant Direction. The selection of Investment Funds by a Participant shall be for the sole purpose of determining the rate of return to be credited to his Account, and shall not be treated or interpreted in any manner whatsoever as a requirement or direction to actually invest assets in any Investment Fund or any other investment media. The Plan, as an unfunded, nonqualified deferred compensation plan, at no time shall have any actual investment of assets relative to the benefits or Accounts hereunder.

          (b) Investment of Contributions. Each Participant may make an Investment Election prescribing the percentage of the future contributions that will be deemed invested in each Investment Fund. An initial Investment Election of a Participant shall be made as of the date the Participant commences participation in the Plan and shall apply to all contributions credited to such Participant’s Account after such date. Such Participant may make subsequent Investment Elections as of any Business Day, and each such election shall apply to all such specified contributions credited to such Participant’s Account after the Administrative Committee (or its designee) has a reasonable opportunity to process such election pursuant to such procedures as the Administrative Committee may determine from time to time. Any Investment Election made pursuant to this subsection (b) with respect to future contributions shall remain effective until changed by the Participant.

          (c) Investment of Existing Account Balances. Each Participant may make an Investment Election prescribing the percentage of his existing Account balance that will be deemed invested in each Investment Fund; provided, once a Participant has directed that any portion of his Account be invested in the Company Stock Fund, he may not elect to decrease the amount of such existing investment in said fund. New investments in the Company Stock Fund shall not be permitted after December 31, 2008, except for reinvestment of dividends or other proceeds received from shares in the Company Stock Fund. A Participant may make such Investment Elections as of any Business Day, and each such election shall be effective after the Administrative Committee (or

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its designee) has a reasonable opportunity to process such election. Each such election shall remain in effect until changed by such Participant.

          (d) Administrative Committee Discretion. The Administrative Committee shall have complete discretion to adopt and revise procedures to be followed in making such Investment Elections. Such procedures may include, but are not limited to, the process of making elections, the permitted frequency of making elections, the incremental size of elections, the deadline for making elections, the effective date of such elections. Any procedures adopted by the Administrative Committee that are inconsistent with the deadlines or procedures specified in this Section shall supersede such provisions of this Section without the necessity of a Plan amendment.

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ARTICLE V
PAYMENT OF POST-409A ACCOUNT BALANCES

     5.1 Amount of Benefit Payments for Post-409A Account.

          Payment of a benefit amount from the Participant’s Post-409A Account as of any Payment Date hereunder shall be calculated by determining the total of: (i) the entire vested amount credited to the Participant’s Post-409A Account that is payable on such Payment Date, determined as of the Valuation Date on which the distribution is processed; plus (ii) the vested amount of any Deferral and Matching Contributions made since such Valuation Date that are payable on such Payment Date; minus (iii) any Spillover Contributions made with respect to the immediately preceding Plan Year for which the Participant had made a Spillover Election but which has not yet been spilled over to the Savings Plan. For purposes of this subsection, the “Valuation Date on which such distribution is processed” refers to the Valuation Date established for such purpose by administrative practice, even if actual payment is made or commenced at a later date due to delays in valuation, administration or any other procedure.

     5.2 Timing and Form of Distribution of Post-409A Account.

          (a) Timing of Distributions.

          (1) Default Timing of Distribution. Except as provided in Section 5.3, and subsections (a)(2) and (c) hereof, the Payment Date for a Participant’s Post-409A Account shall be the date the Participant Separates from Service; provided, in the case of a Participant who is a Key Employee on the date he Separates from Service for any reason other than his death, payments may not be made before the date that is 6 months after the date of Separation from Service.

          (2) Payment Date Election. A Participant may elect, at the time he makes a Deferral Election and/or Annual Bonus Election for a Plan Year, to have the Payment Date for the portion of his Post-409A Account balance attributable to such elections, including any related vested Matching Contributions, be: (i) a specified date, (ii) the earlier of a specified date or Separation from Service (provided that payments made on account of Separation from Service other than by reason of a Participant’s death may not be made before 6 months after Separation from Service if the Participant is a Key Employee on the date he or she Separates from Service), or (iii) the later of a specified date or Separation from Service (provided that payments made on account of Separation from Service other than by reason of a Participant’s death may not be made before 6 months after Separation from Service if the Participant is a Key Employee on the date he or she Separates from Service). In the event of an election under this subsection, the specified date selected by the Participant must be at least one year after the end of the first Plan Year to which the Deferral Election and/or Annual Bonus Election applies. Notwithstanding the foregoing election timing rules, if the Participant elected a Payment Date before January 1,

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2009, such Payment Date election shall apply in accordance with transition rules under Code Section 409A. In the event that the Participant revokes his Deferral Election and his Annual Bonus Election (or has such elections cancelled pursuant to the terms of the Plan) on or after January 1, 2009, any Payment Date election made under such Deferral Election shall not apply to subsequent Plan Years’ deferrals. In the event that the Participant does not make a Deferral Election or an Annual Bonus Election for the Plan Year beginning January 1, 2009, any Payment Date Election made prior to January 1, 2009, shall not apply with respect to deferrals on and after January 1, 2009. However, in the event that the Participant modifies his Deferral Election, his Annual Bonus Election, or both, but does not revoke both his Deferral Election and his Annual Bonus Election, the most recent Payment Date election made under such Deferral Election and/or Annual Bonus Election shall continue to apply to the extent not so modified. A Participant may elect a different Payment Date with respect to each Plan Year; however, unless determined otherwise by the Administrative Committee, a Participant may have no more than 3 different Payment Dates with respect to his entire Post-409A Account (which means that a Participant may elect no more than 2 Payment Dates other than the default payment date specified in subsection (1)).

          (b) Form of Distribution for Post-409A Account Balances.

          (1) Single-Sum Payment. Except as provided in subsections (b)(2) and (c) hereof, the portion of a Participant’s Post-409A Account payable on a given Payment Date shall be distributed in the form of a single lump-sum payment.

          (2) Annual Installments.

          (A) Election of Annual Installments. For each Payment Date applicable under subsection (a), a Participant may elect, with respect to the total benefit corresponding to such Payment Date, to receive such benefit in the form of annual installments. With respect to a particular Payment Date, such election shall be made: (i) in the first Deferral Election or Annual Bonus Election that specifies such Payment Date, or (ii) in the case of a benefit payable under Section 5.2(a)(1), in the Participant’s first Deferral Election or Annual Bonus Election that does not specify a Payment Date pursuant to Section 5.2(a)(2). In the event that the Participant revokes his Deferral Election and his Annual Bonus Election (or has such elections cancelled pursuant to the terms of the Plan) on or after January 1, 2009, any installment payment election under such Deferral Election and/or Annual Bonus Election shall not apply to subsequent Plan Years’ deferrals. In the event that the Participant does not make a Deferral Election or an Annual Bonus Election for the Plan Year beginning January 1, 2009, any installment payment election made prior to January 1, 2009, shall not apply with respect to deferrals on and after January 1, 2009. However, in the event that the Participant modifies his Deferral Election, his Annual Bonus Election, or both, but does not revoke both his Deferral Election and his Annual Bonus Election, the most recent installment payment election shall continue to apply to the extent not so modified. Notwithstanding the foregoing election timing rules, if the Participant elected a form of payment for a particular

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Payment Date before January 1, 2009, such election shall apply in accordance with transition rules under Code Section 409A.

          (B) Installment Periods. The installment payments shall be made in substantially equal annual installments over a period of not less than 2 years and not more than 10 years (adjusted for earnings between payments in the manner described in Section 3.7), beginning on the applicable Payment Date. The number of annual installment payments elected by the Participant shall be specified at the time the Participant makes the Deferral Election in which the installment payments are elected.

          (c) Modifications of Form and Timing.

          (1) Availability of Election. A Participant may make one election per Payment Date to (i) delay the payment (or commencement) of the portion of his Post-409A Account payable on such Payment Date, and/or (ii) change the form of payment to: (A) have the portion of his Post-409A Account payable on such Payment Date paid in the form of annual installment payments as described above, (B) change the number of installment payments elected, or (C) elect a lump sum. Any election under this subsection shall specify the number of installment payments elected, if any. Notwithstanding the foregoing, a Participant may only make an election under this subsection with respect to benefits payable under (a)(1) above if he does not already have 2 Payment Dates other than the default payment date specified in subsection (a)(1).

          (2) Delay in Payment Date. In the event of an election under subsection (1) to delay the Payment Date but not to change the form of payment, the Payment Date for the portion of the Participant’s Post-409A Account payable on such Payment Date shall be delayed as follows: (i) if payment upon Separation from Service pursuant to Section 5.2(a)(1) is being altered, such payment shall be delayed to 5 years after the date of payment that would otherwise apply; (ii) in the case of a Payment Date that is described in subclause (i) of Section 5.2(a)(2) (a specified date), the Payment Date shall be delayed to a new specified date that is at least 5 years after such originally specified date, (iii) in the case of a Payment Date that is described in subclauses (ii) or (iii) of Section 5.2(a)(2), (A) if the specified date is being altered, such specified date shall be delayed to a new specified date that is at least 5 years after the originally specified date, and (B) if the payment upon Separation from Service is being altered, such payment shall be delayed to 5 years after the date of payment that would otherwise apply. In the event of an election under subsection (1) that includes a change in the form of payment, the Payment Date for such portion of the Participant’s Post-409A Account shall be delayed to 5 years after the Payment Date that would have applied under subsection (a) above (so that, in the case of an election of a Payment Date that is described in subclauses (ii) or (iii) of Section 5.2(a)(2), payment upon Separation from Service and payment upon the specified date shall both be delayed to 5 years after the date payment would otherwise be made).

          (3) Restrictions. Any election under this subsection (c) shall not take effect until 12 months after the date on which the election is made. In the case of an

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amount payable on a specified date, an election under this subsection (c) shall be made at least 1 year before such specified date.

          (d) Medium of Payment. All distributions shall be made in the form of cash, except for amounts deemed invested in the Company Stock Fund, which shall be distributed in whole shares of Company Stock with fractional shares paid in cash.

          (e) Order of Distribution. If any portion of a Participant’s Post-409A Account is deemed invested in the Company Stock Fund, any partial distributions from such Participant’s Post-409A Account shall be made first from the Company Stock Fund in the form of whole shares of Company Stock with fractional shares and required tax withholding paid in cash from the other Investment Funds. After all amounts deemed invested in the Company Stock Fund have been distributed, any remaining amounts shall be distributed in cash from the other Investment Funds.

          (f) Cash-out.

          (1) Employee Deferral Cashout. Except as provided in subsection (4) below, if at any time a Participant’s Post-409A Account balance attributable to Deferral Contributions does not exceed the applicable dollar amount under Code Section 402(g)(1)(B), the Administrative Committee may elect, in its sole discretion, to pay the Participant’s entire Post-409A Account balance attributable to Deferral Contributions in an immediate single-sum payment. For purposes of this provision, any deferrals of compensation that the Participant has elected under any other nonqualified deferred compensation plan maintained by a member of the Controlled Group that is an “account balance plan” subject to Code Section 409A shall be considered as part of the Participant’s Post-409A Account balance attributable to Deferral Contributions hereunder.

          (2) Cashout of Employer Contributions. Except as provided in subsection (4) below, if at any time a Participant’s Post-409A Account balance, other than amounts attributable to Deferral Contributions, does not exceed the applicable dollar amount under Code Section 402(g)(1)(B), the Administrative Committee may elect, in its sole discretion, to pay such portion of the Participant’s Post-409A Account balance in an immediate single-sum payment. For purposes of this provision, any deferrals of compensation other than Participant elective deferrals under any other nonqualified deferred compensation plan maintained by a member of the Controlled Group that is an “account balance plan” subject to Code Section 409A shall be considered as part of the Participant’s Post-409A Account balance other than amounts attributable to Deferral Contributions hereunder.

          (3) Documentation of Determination. Any exercise of the Administrative Committee’s discretion pursuant to this subsection (f) shall be evidenced in writing no later than the date of the distribution.

          (4) Six Month Delay for Key Employees. Notwithstanding the foregoing, to the extent required by Code Section 409A, no payment under this subsection (f) shall be made within six months after the date the Participant Separates from Service, in the case of a payment to a Participant who is a Key Employee on the date he Separates from Service.

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     5.3 Death Benefits.

          If a Participant dies before full payment of his Post-409A Account from the Plan is made, the Beneficiary or Beneficiaries designated by such Participant in his latest beneficiary designation form filed with the Administrative Committee shall be entitled to receive a distribution of the Participant’s vested Post-409A Account, as determined under Section 5.1. The benefit shall be distributed to such Beneficiary or Beneficiaries on the 30^th day after the date of the Participant’s death, in the form of a single-sum payment in cash, except for amounts deemed invested in the Company Stock Fund, which shall be distributed in whole shares of Company Stock with fractional shares paid in cash.

     5.4 Hardship Withdrawals.

          Upon receipt of an application for an in-service hardship distribution and the Administrative Committee’s decision, made in its sole discretion, that a Participant has suffered a Financial Hardship, the Administrative Committee shall cause the Company to pay an in-service distribution to such Participant from the Participant’s Post-409A Account. Such distribution shall be paid in a single sum payment within 90 days after the Administrative Committee determines that a Financial Hardship exists, which must be prior to the Participant’s Separation from Service. Such payment will be made in cash, except for amounts deemed invested in the Company Stock Fund, which shall be distributed in whole shares of Company Stock with fractional shares paid in cash. The amount of such single-sum payment shall be limited to the amount reasonably necessary to meet the Participant’s requirements resulting from the Financial Hardship. Determinations of amounts reasonably necessary to satisfy the emergency need shall take into account any additional compensation that is available under this Plan due to cancellation of a deferral election upon a payment due to a Financial Hardship. However, the determination of amounts reasonably necessary to satisfy the emergency need shall not take into account any additional compensation that due to the Financial Hardship is available under another nonqualified deferred compensation plan but has not actually been paid. If payment is made hereunder upon an unforeseeable emergency, it shall be so designated at the time of payment. Such distribution shall reduce the Participant’s Post-409A Account balance as provided in Section 3.6.

     5.5 Offset of Benefit by Amounts Owed to the Company.

          Notwithstanding anything in the Plan to the contrary, the Administrative Committee may, in its sole discretion, offset any payment or payments of the Post-409A Account to a Participant or Beneficiary under the Plan by any amount owed by such Participant or Beneficiary (whether or not such obligation is related to the Plan) to the Controlling Company or any member of the Controlled Group. Notwithstanding the foregoing, no such offset will apply before the Post-409A Account is otherwise payable under the Plan, unless following requirements are met: (i) the debt owed was incurred in the ordinary course of the relationship between the Participant and the Company, (ii) the entire amount of offset to which this sentence applies in a single taxable year does not exceed $5,000, (iii) the offset occurs at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant or Beneficiary, and (iv) in the case of a Participant who is a Key Employee on the date he Separates from Service, the offset does not occur within six months after the date the Participant Separates from Service.

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     5.6 Taxes.

          (a) Amounts Payable Whether or Not Account is in Pay Status. If the whole or any part of any Participant’s or Beneficiary’s Post-409A Account hereunder shall become subject to FICA Tax or any state, local or foreign tax obligations, which the Company shall be required to pay or withhold prior to the time the Participant’s Post-409A Account becomes payable hereunder, the Company shall have the full power and authority to withhold and pay such tax and related taxes as permitted under Code Section 409A.

          (b) Amounts Payable Only if Account is in Pay Status. If the whole or any part of any Participant’s or Beneficiary’s Post-409A Account hereunder is subject to any taxes which the Company shall be required to pay or withhold at the time the Post-409A Account becomes payable hereunder, the Company shall have the full power and authority to withhold and pay such tax out of any monies or other property that the Company holds for the account of the Participant or Beneficiary, excluding, except as provided in this Section, any portion of the Participant’s Post-409A Account that is not then payable.

          (c) Method of Payment. The Company may permit, in its sole discretion, a Participant to remit any tax liability via personal check.

     5.7 No Acceleration of Post-409A Account Payments.

          Except as otherwise provided in this Section, no payment scheduled to be made under this Article V may be accelerated. Notwithstanding the foregoing, the Administrative Committee, in its sole discretion, may accelerate any payment scheduled to be made under this Article V in accordance with Code Section 409A (for example, upon certain terminations of the Plan, limited cashouts or to avoid certain conflicts of interest); provided, a Participant may not elect whether his scheduled payment will be accelerated pursuant to this sentence.

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ARTICLE VI
PAYMENT OF PRE-409A ACCOUNT BALANCES

     6.1 Benefit Payments of Pre-409A Account Upon Termination of Service for Reasons Other Than Death.

          (a) General Rule Concerning Benefit Payments. In accordance with the terms of subsection (b) hereof, if a Participant terminates his employment with the Company and all other members of the Controlled Group for any reason other than death, he (or his Beneficiary, if he dies after such termination of employment but before distribution of his Account) shall be entitled to receive or begin receiving a distribution of the entire amount credited to his Pre-409A Account, determined as of the Valuation Date on which such distribution is processed. For purposes of this subsection, the “Valuation Date on which such distribution is processed” refers to the Valuation Date established for such purpose by administrative practice, even if actual payment is made or commenced at a later date due to delays in valuation, administration or any other procedure.

          (b) Timing of Distribution.

          (1) Except as provided in subsection (b)(2) hereof, the Pre-409A Account payable to a Participant under this Section shall be distributed as soon as administratively feasible after the date the Participant terminates his employment with the Company and all other members of the Controlled Group for any reason other than death.

          (2) A Participant was permitted to elect, at the time he made his initial Deferral Election related to his Pre-409A Account, to have his Pre-409A Account paid (or commenced) on any date (whether before or after the date his employment terminates, but not earlier than 1 year after the end of the Plan Year for which such Deferral Election applied) specified in such Deferral Election. A Participant was permitted to elect a different benefit commencement date with respect to the Deferral Election for each Plan Year; provided, unless determined otherwise by the Administrative Committee, a Participant may elect no more than 3 different benefit commencement dates with respect to his Pre-409A Account. The Administrative Committee shall pay (or commence the payment of) the Participant’s Pre-409A Account as soon as administratively feasible after the time specified in such Deferral Election; provided, the Participant may make a one-time election in writing, at least 6 months before any of his initial scheduled benefit commencement dates for his Pre-409A Account (as selected in accordance with the preceding sentence or subsection (b)(1) hereof), to delay the payment (or commencement) of the portion of his Pre-409A Account payable on such date to a later date, and such benefit shall be paid (or commenced) as soon as administratively feasible after such delayed date.

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     6.2 Form of Distribution for Pre-409A Account.

          (a) Single-Sum Payment. Except as provided in subsection (b) hereof, the Pre-409A Account payable to a Participant under Section 6.1 shall be distributed in the form of a single-sum payment.

          (b) Annual Installments. A Participant was permitted to elect, at the time he made his initial Deferral Election and/or Annual Bonus Election related to his Pre-409A Account, to have his Pre-409A Account payable under Section 6.1 paid in the form of annual installment payments. If a Participant did not elect the installment form of distribution in his initial Deferral Election, his Pre-409A Account shall be paid in the form a single-sum payment unless, at least 6 months before his initial scheduled benefit commencement date (as selected in accordance with Section 6.1), the Participant makes a one-time election in writing to receive such benefit in the form of installment payments (in accordance with the terms of this subsection). The following terms and conditions shall apply to installment payments made with respect to a Participant’s Pre-409A Account under the Plan.

          (1) The installment payments shall be made in substantially equal annual installments (adjusted for investment income between payments in the manner described in Section 3.7); provided, in no event shall such payments be made over a period in excess of 10 years. The initial value of the obligation for the installment payments shall be equal to the amount of the Participant’s Pre-409A Account balance calculated in accordance with the terms of Section 6.1(a).

          (2) If a Participant dies after payment of his benefit from the Plan has begun, but before his entire Pre-409A Account has been distributed, the remaining amount of his Pre-409A Account balance shall be distributed to the Participant’s designated Beneficiary in the form of a single-sum payment.

          (c) Multiple Forms of Distribution. To the extent a Participant elects multiple benefit commencement dates in accordance with Section 6.1(b)(2), such Participant may elect, with respect to the total benefit corresponding to each benefit commencement date, to receive such total benefit in the form of either a single-sum payment or annual installments as set forth above.

          (d) Form of Assets. All distributions shall be made in the form of cash, except for amounts deemed invested in the Company Stock Fund, which shall be distributed in whole shares of Company Stock with fractional shares paid in cash.

          (e) Order of Distribution. If any portion of a Participant’s Pre-409A Account is deemed invested in the Company Stock Fund, any partial distributions from such Participant’s Pre-409A Account shall be made first from the Company Stock Fund in the form of whole shares of Company Stock with fractional shares and required tax withholding paid in cash from the other Investment Funds. After all amounts deemed invested in the Company Stock Fund have been distributed, any remaining amounts shall be distributed in cash from the other Investment Funds.

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     6.3 Death Benefits for Pre-409A Accounts.

          If a Participant dies before payment of his Pre-409A Account is made or commenced, the Beneficiary or Beneficiaries designated by such Participant in his latest beneficiary designation form filed with the Administrative Committee shall be entitled to receive a distribution of the entire amount credited to such Participant’s Pre-409A Account, determined as of the Valuation Date on which such distribution is processed. For purposes of this Section, the “Valuation Date on which such distribution is processed” refers to the Valuation Date established for such purpose by administrative practice, even if actual payment if made or commenced at a later date due to delays in valuation, administration or any other procedure. The Pre-409A Account shall be distributed to such Beneficiary or Beneficiaries, as soon as administratively feasible after the date of the Participant’s death, in the form of a single-sum payment in cash, except for amounts deemed invested in the Company Stock Fund, which shall be distributed in whole shares of Company Stock with fractional shares paid in cash.

     6.4 Withdrawals from Pre-409A Accounts.

          (a) Hardship Withdrawals. Upon receipt of an application for an in-service hardship distribution and the Administrative Committee’s decision, made in its sole discretion, that a Participant has suffered a Financial Hardship, the Administrative Committee shall cause the Company to pay an in-service distribution to such Participant from such Participant’s Pre-409A Account. Such distribution shall be paid in a single-sum payment as soon as administratively feasible after the Administrative committee determines that the Participant has incurred a Financial Hardship. Such payment will be made in cash, except for amounts deemed invested in the Company Stock Fund, which shall be distributed in whole shares of Company Stock with fractional shares paid in cash. The amount of such single-sum payment shall be limited to the amount reasonably necessary to meet the Participant’s requirements resulting from the Financial Hardship. The amount of such distribution shall reduce the Participant’s Pre-409A Account balance as provided in Section 3.6.

          (b) Withdrawals with Forfeiture. Notwithstanding any other provision of this Article VI to the contrary, a Participant may elect, at any time prior to the distribution of his entire Pre-409A Account, to withdraw a portion of the remaining amount credited to his Pre-409A Account, determined as of the Valuation Date on which such distribution is processed. Such payment will be made in cash, except for amounts deemed invested in the Company Stock Fund, which shall be distributed in whole shares of Company Stock with fractional shares paid in cash. At the time such distribution is made, an amount equal to 15% of the amount distributed will be permanently and irrevocably forfeited (and, if the distribution request is more than 85% of such Participant’s Pre-409A Account, the forfeiture amount will be deducted from his distribution amount to the extent there otherwise will be an insufficient remaining Pre-409A Account balance from which to deduct his forfeiture). In addition, the Participant receiving such distribution will not be permitted to make Deferral Contributions with respect to amounts earned in the next Plan Year immediately following such distribution.

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     6.5 Taxes.

          If the whole or any part of any Participant’s or Beneficiary’s Pre-409A Account hereunder shall become subject to any estate, inheritance, income or other tax which the Company shall be required to pay or withhold, the Company shall have the full power and authority to withhold and pay such tax out of any monies or other property that the Company holds for the account of the Participant or Beneficiary, other than the Post-409A Account. Prior to making any payment, the Company may require such releases or other documents from any lawful taxing authority as it shall deem necessary. Notwithstanding the foregoing, the Company may permit, in its sole discretion, a Participant to remit any tax liability via personal check.

     6.6 Offset of Benefit by Amounts Owed to the Controlling Company.

          Notwithstanding anything in the Plan to the contrary, the Administrative Committee may, in its sole discretion, offset any payment or payments of the Pre-409A Account to a Participant under the Plan by any amount owed by such Participant to the Controlling Company or any member of the Controlled Group.

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ARTICLE VII
CLAIMS

     7.1 Rights. If a Participant or Beneficiary has any grievance, complaint or claim concerning any aspect of the operation or administration of the Plan, including but not limited to claims for benefits (collectively referred to herein as “claim” or “claims”), the Participant shall submit the claim in accordance with the procedures set forth in this Article. All such claims must be submitted within the “applicable limitations period.” The “applicable limitations period” shall be 2 years, beginning (i) in the case of any lump-sum payment, on the date on which the payment was made, (ii) in the case of a periodic payment, the date of the first in the series of payments, or (iii) for all other claims, on the date on which the action complained of occurred. Additionally, upon denial of an appeal pursuant to Section 7.2(b) hereof, a Participant or Beneficiary shall have 90 days within which to bring suit against the Plan for any claim related to such denied appeal; any such suit initiated after such 90-day period shall be precluded.

     7.2 Claims.

          (a) Initial Claim. Claims for benefits under the Plan may be filed with the Administrative Committee on forms or in such other written documents, as the Administrative Committee may prescribe. The Administrative Committee shall furnish to the claimant written notice of the disposition of a claim within 90 days after the application therefor is filed; provided, if special circumstances require an extension of time for processing the claim, the Administrative Committee shall furnish written notice of the extension to the claimant prior to the end of the initial 90-day period, and such extension shall not exceed one additional, consecutive 90-day period. In the event the claim is denied, the notice of the disposition of the claim shall provide the specific reasons for the denial, citations of the pertinent provisions of the Plan, where appropriate, an explanation as to how the claimant can perfect the claim and/or submit the claim for review, and a statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse determination on review.

          (b) Appeal. Any Participant or Beneficiary who has been denied a benefit shall be entitled, upon request to the Administrative Committee, to appeal the denial of his claim. The claimant (or his duly authorized representative) may review pertinent documents related to the Plan and in the Administrative Committee’s possession in order to prepare the appeal. The request for review, together with a written statement of the claimant’s position, must be filed with the Administrative Committee no later than 60 days after receipt of the written notification of denial of a claim provided for in subsection (a). The Administrative Committee’s decision shall be made within 60 days following the filing of the request for review; provided, if special circumstances require an extension of time for processing the appeal, the Administrative Committee shall furnish written notice of the extension to the claimant prior to the end of the initial 60-day period, and such extension shall not exceed one additional 60-day period. If unfavorable, the notice of the decision shall explain the reasons for denial, indicate the provisions of the Plan or other documents used to arrive at the decision, and state the claimant’s right to bring a civil action under ERISA Section 502(a).

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          (c) Satisfaction of Claims. Any payment to a Participant or Beneficiary shall to the extent thereof be in full satisfaction of all claims hereunder against the Administrative Committee and the Company, any of whom may require such Participant or Beneficiary, as a condition to such payment, to execute a receipt and release therefor in such form as shall be determined by the Administrative Committee or the Company. If receipt and release is required but the Participant or Beneficiary (as applicable) does not provide such receipt and release in a timely enough manner to permit a timely distribution in accordance with the general timing of distribution provisions in the Plan, such payment shall be forfeited.

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ARTICLE VIII
SOURCE OF FUNDS; TRUST

     8.1 Source of Funds.

          Except as provided in this Section and Section 8.2, the Company shall provide the benefits described in the Plan from the general assets of the Company. In any event, the Company ultimately shall have the obligation to pay all benefits due to Participants and Beneficiaries under the Plan. The Company may, but shall not be required to, establish a Trust and may pay over funds from time to time to such Trust (as described in Section 8.2), and, to the extent that funds in such Trust allocable to the benefits payable under the Plan are sufficient, the Trust assets shall be used to pay benefits under the Plan. If such Trust assets are not sufficient to pay all benefits due under the Plan, then the Company shall have the obligation, and the Participant or Beneficiary, who is due such benefits, shall look to the Company to provide such benefits. The Administrative Committee or the Board shall allocate the total liability to pay benefits under the Plan among the Controlling Company and the members of its Controlled Group comprising the Company in such manner and amount as the Administrative Committee or the Board (as applicable) in its sole discretion deems appropriate.

     8.2 Trust.

          The Company may transfer all or any portion of the funds necessary to fund benefits accrued hereunder to the Trustee to be held and administered by the Trustee pursuant to the terms of the Trust Agreement. To the extent provided in the Trust Agreement, each transfer into the Trust Fund shall be irrevocable as long as the Company has any liability or obligations under the Plan to pay benefits, such that the Trust property is in no way subject to use by the Company; provided, it is the intent of the Company that the assets held by the Trust are and shall remain at all times subject to the claims of the general creditors of the Company. No Participant or Beneficiary shall have any interest in the assets held by the Trust or in the general assets of the Company other than as a general, unsecured creditor. Accordingly, the Company shall not grant a security interest in the assets held by the Trust in favor of the Participants, Beneficiaries or any creditor.

     8.3 Funding Prohibition under Certain Circumstances.

          Notwithstanding anything in this Article VIII to the contrary, no assets will be set aside to fund benefits under the Plan if such setting aside would be treated as a transfer of property under Code Section 83 pursuant to Code Section 409A(b).

29

ARTICLE IX
ADMINISTRATIVE COMMITTEE

     9.1 Action.

          Action of the Administrative Committee may be taken with or without a meeting of committee members; provided, action shall be taken only upon the vote or other affirmative expression of a majority of the committee members qualified to vote with respect to such action. If a member of the committee is a Participant or Beneficiary, he shall not participate in any decision which solely affects his own benefit under the Plan. For purposes of administering the Plan, the Administrative Committee shall choose a secretary who shall keep minutes of the committee’s proceedings and all records and documents pertaining to the administration of the Plan. The secretary may execute any certificate or any other written direction on behalf of the Administrative Committee.

     9.2 Rights and Duties.

          The Administrative Committee shall administer the Plan and shall have all the powers necessary to accomplish that purpose, including (but not limited to) the following:

          (a) To construe, interpret and administer the Plan;

          (b) To make determinations required by the Plan, and to maintain records regarding Participants’ and Beneficiaries’ benefits hereunder;

          (c) To compute and certify to the Company the amount and kinds of benefits payable to Participants and Beneficiaries, and to determine the time and manner in which such benefits are to be paid;

          (d) To authorize all disbursements by the Company pursuant to the Plan;

          (e) To maintain all the necessary records of the administration of the Plan;

          (f) To make and publish such rules for the regulation of the Plan as are not inconsistent with the terms hereof;

          (g) To have all powers elsewhere conferred upon it;

          (h) To appoint a Trustee hereunder;

          (i) To delegate to other individuals or entities from time to time the performance of any of its duties or responsibilities hereunder; and

30

          (j) To hire agents, accountants, actuaries, consultants and legal counsel to assist in operating and administering the Plan.

          The Administrative Committee shall have the exclusive right in its discretion to construe and interpret the Plan, to decide all questions of eligibility for benefits and to determine the amount of such benefits, and its decisions on such matters shall be final and conclusive on all parties.

     9.3 Compensation, Indemnity and Liability.

          The Administrative Committee and its members shall serve as such without bond and without compensation for services hereunder. All expenses of the Administrative Committee shall be paid by the Company. No member of the committee shall be liable for any act or omission of any other member of the committee, nor for any act or omission on his own part, except with regard to his own willful misconduct. The Company shall indemnify and hold harmless the Administrative Committee and each member thereof against any and all expenses and liabilities, including reasonable legal fees and expenses, arising out of his membership on the Administrative Committee, excepting only expenses and liabilities arising out of his own willful misconduct.

31

ARTICLE X
AMENDMENT AND TERMINATION

     10.1 Amendments.

          The Board or the Administrative Committee shall have the right, in its sole discretion, to amend the Plan in whole or in part at any time and from time to time; provided, any amendment that may result in significantly increased expenses under the Plan must be approved by the Board. Any amendment shall be in writing and executed by a duly authorized officer of the Controlling Company. An amendment to the Plan may modify its terms in any respect whatsoever; provided, no such action may reduce the amount already credited to a Participant’s Account without the affected Participant’s written consent. All Participants and Beneficiaries shall be bound by such amendment.

     10.2 Freezing or Termination of Plan.

          (a) Freezing. The Controlling Company, through action of the Board, reserves the right to discontinue and freeze the Plan at any time, for any reason. Any action to freeze the Plan shall be taken by the Board in the form of a written Plan amendment executed by a duly authorized officer of the Controlling Company.

          (b) Termination. The Controlling Company expects to continue the Plan but reserves the right to terminate the Plan and fully distribute all Accounts under the Plan at any time, for any reason; provided, the distribution of Post-409A Accounts shall be subject to the restrictions provided under Code Section 409A (including, to the extent required by Code Section 409A, the 6-month delay that applies to distributions to Key Employees following Separation from Service). Any action to terminate the Plan shall be taken by the Board in the form of a written Plan amendment executed by a duly authorized officer of the Controlling Company. If the Plan is terminated, each Participant shall become 100 percent vested in his Account, and each Participant’s Pre-409A Account shall be distributed in a single-sum as soon as practicable after the date the Plan is terminated. Such termination shall be binding on all Participants and Beneficiaries.

32

ARTICLE XI
MISCELLANEOUS

     11.1 Beneficiary Designation.

          (a) General. Participants shall designate and from time to time may redesignate their Beneficiaries in such form and manner as the Administrative Committee may determine.

          (b) No Designation or Designee Dead or Missing. In the event that:

          (1) a Participant dies without designating a Beneficiary;

          (2) the Beneficiary designated by a Participant is not surviving when a payment is to be made to such person under the Plan, and no contingent Beneficiary has been designated; or

          (3) the Beneficiary designated by a Participant cannot be located by the Administrative Committee (within 1 year in the case of the Participant’s Pre-409A Account);

then, in any of such events, the Beneficiary of such Participant with respect to any benefits that remain payable under the Plan shall be the Participant’s Surviving Spouse, if any, and if not, the estate of the Participant.

     11.2 Distribution pursuant to a Domestic Relations Order.

          Upon receipt of a valid domestic relations order (determined in accordance with the rules applicable to a tax-qualified retirement plan under Code Section 401(a)) requiring the distribution of all or a portion of a Participant’s Account to an alternate payee, the Administrative Committee shall cause the Company to pay a distribution to such alternate payee.

     11.3 Taxation.

          It is the intention of the Company that the benefits payable hereunder shall not be deductible by the Company nor taxable for federal income tax purposes to Participants or Beneficiaries until such benefits are paid by the Company, or the Trust, as the case may be, to such Participants or Beneficiaries. Without limiting the foregoing, it is intended that the Plan meet the requirements of Code Section 409A with respect to Post-409A Accounts, and the Administrative Committee shall use its reasonable best efforts to interpret and administer the Plan in accordance with such requirements.

     11.4 Elections Prior to 2009.

          To the extent not consistent with the terms of this Plan, election forms submitted under the Plan prior to the Effective Date for Plan Years beginning after December 31, 2004, shall be deemed modified to conform to the provisions of this document.

33

     11.5 No Employment Contract.

          Nothing herein contained is intended to be nor shall be construed as constituting a contract or other arrangement between the Company and any Participant to the effect that the Participant shall be employed by the Company for any specific period of time.

     11.6 Headings.

          The headings of the various articles and sections in the Plan are solely for convenience and may not be relied upon in construing any provisions hereof. Any reference to a section refers to a section of the Plan unless specified otherwise.

     11.7 Gender and Number.

          Use of any gender in the Plan shall be deemed to include both genders when appropriate, and use of the singular number shall be deemed to include the plural when appropriate, and vice versa in each instance.

     11.8 Assignment of Benefits.

          The right of a Participant or Beneficiary to receive payments under the Plan shall not be anticipated, alienated, sold, assigned, transferred, pledged, encumbered, attached or garnished by creditors of such Participant or Beneficiary, except by will or by the laws of descent and distribution and then only to the extent permitted under the terms of the Plan.

     11.9 Legally Incompetent.

          The Administrative Committee, in its sole discretion, may direct that payment be made to an incompetent or disabled person, whether because of minority or mental or physical disability, to the guardian of such person or to the person having custody of such person, without further liability on the part of the Company for the amount of such payment to the person on whose account such payment is made.

     11.10 Governing Law.

          The Plan shall be construed, administered and governed in all respects in accordance with applicable federal law (including ERISA) and, to the extent not preempted by federal law, in accordance with the laws of the State of California. If any provisions of this instrument are held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

34

          IN WITNESS WHEREOF, the Controlling Company has caused the Plan to be executed by its duly authorized officer on the 30^th day of December, 2008.

CASH AMERICA INTERNATIONAL, INC.
By:	/s/ J. Curtis Linscott
	J. Curtis Linscott, Executive Vice President

35

EX-10.34

EXHIBIT 10.34

FIRST AMENDMENT
TO THE
CASH AMERICA INTERNATIONAL, INC.
SENIOR EXECUTIVE BONUS PLAN

     THIS AMENDMENT to the Cash America International, Inc. Senior Executive Bonus Plan (the “Plan”) is made on this 28^th day of January, 2009, by Cash America International, Inc. (the “Company”).

WITNESSETH:

     WHEREAS, the Company maintains the Plan to provide key executives with incentive awards based on the achievement of goals relating to performance of the Company and its individual business units, in order to increase shareholder value and the success of the Company by motivating key executives to perform to the best of their abilities and to achieve the Company’s objectives; and

     WHEREAS, Section 7.1 of the Plan permits the Board of Directors of the Company to amend the Plan at any time, subject to shareholder approval of any amendment as required under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”); and

     WHEREAS, no awards have been granted under the Plan at this time; and

     WHEREAS, the Plan is intended to provide for awards that are exempt from Code Section 409A as short-term deferrals, but the Company desires to amend the Plan to clarify certain terms to ensure compliance with the requirements of Code Section 409A; and

     WHEREAS, this Amendment is to be construed in accordance with the terms of Code Section 409A;

     NOW, THEREFORE, the Plan is hereby amended as follows, effective on the date first written above:

1.	Section 4.2 is amended to read as follows:
	4.2 Timing of Payment. Payment of each Actual Award shall be made between January 2 and March 15, inclusive, following the end of the Plan Year to which the award applies.
2.	Section 4.3 is amended to read as follows:
	4.3 Form of Payment. Each Actual Award shall be paid in a single lump sum, and shall normally be paid in cash (or its equivalent).

3.	Section 4.4 is amended by adding the following sentences to the end thereof:
	The establishment, terms and operations of any such program shall be executed in a manner that complies with Code Section 409A. For any Actual Awards that provide nonqualified deferred compensation subject to Code Section 409A(a)(2), payment of the Award to a “specified employee,” as defined in Code Section 409A, upon separation from service, to the extent required under Code Section 409A, shall not be made before six months after the date on which the separation from service occurs. The Plan generally is intended to provide awards that qualify as short-term deferrals exempt from Code Section 409A. To the extent that any Actual Awards are deferred hereunder, this Plan is intended to comply with Code Section 409A, and shall be interpreted accordingly.
4.	Section 6.1 is amended to read as follows:
	6.1 Nonassignability. A Participant shall have no right to encumber, assign or transfer any interest under this Plan.

     IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Amendment on the date first written above.

CASH AMERICA INTERNATIONAL INC.
By:	/s/ Daniel R. Feehan
	Daniel R. Feehan, Chief Executive Officer

EX-21

EXHIBIT 21

SUBSIDIARIES OF CASH AMERICA INTERNATIONAL, INC.

	Jurisdiction of
	Incorporation/
Subsidiaries	Organization
Cash America, Inc.	Delaware
Cash America Advance, Inc.	Delaware
Cash America, Inc. of Louisiana	Delaware
RATI Holding, Inc.	Texas
Cash America Pawn L.P.	Delaware
Cash America Management L.P.	Delaware
Cash America, Inc. of Tennessee	Tennessee
Cash America, Inc. of Oklahoma	Oklahoma
Cash America, Inc. of South Carolina	South Carolina
Florida Cash America, Inc.	Florida
Georgia Cash America, Inc.	Georgia
Cash America, Inc. of North Carolina	North Carolina
Cash America Pawn, Inc. of Ohio	Ohio
Cash America, Inc. of Alabama	Alabama
Cash America, Inc. of Colorado	Colorado
Cash America, Inc. of Indiana	Indiana
Cash America Holding, Inc.	Delaware
Mr. Payroll Corporation	Delaware
Express Cash International Corporation	Delaware
Cash America of Missouri, Inc.	Missouri
Vincent’s Jewelers and Loan, Inc.	Missouri
Cash America, Inc. of Utah	Utah
Cash America Franchising, Inc.	Delaware
Cash America Financial Services, Inc.	Delaware
Cash America, Inc. of Illinois	Illinois
Uptown City Pawners, Inc.	Illinois
Doc Holliday’s Pawnbrokers & Jewellers, Inc.	Delaware
Longhorn Pawn and Gun, Inc.	Texas
Bronco Pawn & Gun, Inc.	Oklahoma
Gamecock Pawn & Gun, Inc.	South Carolina
Hornet Pawn & Gun, Inc.	North Carolina
Tiger Pawn & Gun, Inc.	Tennessee
Cashland Financial Services, Inc.	Delaware
Cash America, Inc. of Kentucky	Kentucky
Cash America of Mexico, Inc.	Delaware
(See Mexican Structure set out below.)
Cash America, Inc. of Nevada	Nevada
Ohio Neighborhood Finance, Inc.	Delaware
Cash America, Inc. of Virginia	Virginia
Cash America, Inc. of Alaska	Alaska
Cash America Global Financing, Inc.	Delaware

SUBSIDIARIES OF CASH AMERICA INTERNATIONAL, INC. (Continued)

	Jurisdiction of
	Incorporation/
Subsidiaries	Organization
Cash America Net Holdings, LLC	Delaware
Cash America Net of Alabama, LLC	Delaware
Cash America Net of Alaska, LLC	Delaware
Cash America Net of Arizona, LLC	Delaware
Cashnet of Australia, LLC	Delaware
Cash America Net of California, LLC	Delaware
Cash America Net of Colorado, LLC	Delaware
Cash America Net of Delaware, LLC	Delaware
Cash America Net of Florida, LLC	Delaware
CashNetUSA of Florida, LLC	Delaware
Cash America Net of Hawaii, LLC	Delaware
Cash America Net of Idaho, LLC	Delaware
Cash America Net of Illinois, LLC	Delaware
Cash America Net of Indiana, LLC	Delaware
Cash America Net of Iowa, LLC	Delaware
Cash America Net of Kansas, LLC	Delaware
Cash America Net of Kentucky, LLC	Delaware
Cash America Net of Louisiana, LLC	Delaware
Cash America Net of Maine, LLC	Delaware
CashNet CSO of Maryland, LLC	Delaware
Cash America Net of Michigan, LLC	Delaware
Cash America Net of Minnesota, LLC	Delaware
Cash America Net of Mississippi, LLC	Delaware
Cash America Net of Missouri, LLC	Delaware
Cash America Net of Montana, LLC	Delaware
Cash America Net of Nebraska, LLC	Delaware
Cash America Net of Nevada, LLC	Delaware
Cash America Net of New Hampshire, LLC	Delaware
Cash America Net of New Mexico, LLC	Delaware
CashNetUSA CO, LLC	Delaware
CashNetUSA, OR, LLC	Delaware
The Check Giant NM, LLC	Delaware
Cash America Net of North Dakota, LLC	Delaware
Cash America Net of Ohio, LLC	Delaware
Ohio Consumer Financial Solutions, LLC	Delaware
Cash America Net of Oklahoma, LLC	Delaware
Cash America Net of Oregon, LLC	Delaware
Cash America Net of Rhode Island, LLC	Delaware
Cash America Net of South Carolina, LLC	Delaware
Cash America Net of South Dakota, LLC	Delaware
Cash America Net of Texas, LLC	Delaware
Cash America Net of Utah, LLC	Delaware
Cash America Net of Virginia, LLC	Delaware
Cash America Net of Washington, LLC	Delaware
Cash America Net of Wisconsin, LLC	Delaware
Cash America Net of Wyoming, LLC	Delaware
CashEuroNet UK, LLC	Delaware
Cash America Net Canada, Inc.	Delaware

SUBSIDIARIES OF CASH AMERICA INTERNATIONAL, INC. (Continued)

	Jurisdiction of
	Incorporation/
Subsidiaries	Organization
Primary Innovations, LLC	Delaware
Primary Credit Processing, LLC	Delaware
Primary Payment Solutions, LLC	Delaware
Primary Credit Services, LLC	Delaware

Mexican Structure

Cash America of Mexico, Inc. (owns 80%), Capital International, S.á.R.L., a Luxemborg limited liability company (owns 10.8%), and an individual citizen of the United Mexican States (owns 9.2%) are shareholders of Creazione Estilo, S.A. de C.V., SOFOM, E.N.R., a Mexican sociedad anónima de capital variable, sociedad financiera de objeto multiple, entidad no regulada (“Creazione”)

     Cash America of Mexico, Inc. owns .00000001% and Creazione owns 99.99999999% of Grupo Mexicano en Apoyo a la Economia Familiar, S.A. de C.V., SOFOM E.N.R. (“Grupo Mexicano”)

     Creazione and Grupo Mexicano own the following entities:

(a)	Grupo Poblano en Apoyo a la Economia Familiar, S.A. de C.V., SOFOM E.N.R. (Creazione 44.44%; Grupo Mexicano 55.56%)
(b)	Grupo Relevo, S.A. de C.V., SOFOM E.N.R. (Creazione 50%, Grupo Mexicano 50%)
(c)	Finfácil, S.A. de C.V., SOFOM E.N.R. (Creazione 50%, Grupo Mexicano 50%)
(d)	Grupo Jaliscience en Apoyo a la Economia Familiar, S.A. de C.V., SOFOM E.N.R. (Creazione 50%, Grupo Mexicano 50%)
(e)	Grupo Metropolitano en Apoyo a la Economia Familiar, S.A. de C.V., SOFOM E.N.R. (Creazione, 50%, Grupo Mexicano 50%)

     Grupo Mexicano owns interests in the following entities that are currently in liquidation:

(a)	P.F. Acapulco del Sur, S.A. de C.V. (98%)
(b)	Grupo Tlaxcalteca en Apoyo a las Economia Familiar, S.A. de C.V. (98%)
(c)	Grupo Tabasqueno en Apoyo a la Economia Familiar, S.A. de C.V. (99.998%)
(d)	GPAEF, S.A. de C.V. (99.998%)
(e)	Apoyo Economicos de Pacifico, S.A. DE C.V. (53.24%)

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 033-29658, 033-36430, 033-59733, 333-95827, 333-97273, 333-12547, 333-97273, 333-95827, 333-26339, 033-18150, and 033-59733) of Cash America International, Inc. of our report dated February 27, 2009 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K. We also consent to the incorporation by reference of our report dated February 27, 2009 relating to the financial statement schedule, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Fort Worth, Texas
February 27, 2009

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Daniel R. Feehan, certify that:

1.	I have reviewed this report on Form 10-K 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: February 27, 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-K 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: February 27, 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 Annual Report of Cash America International, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2008, 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: February 27, 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 Annual Report of Cash America International, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2008, 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: February 27, 2009