8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of Earliest Event Reported):

May 9, 2014

CASH AMERICA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Texas	1-9733	75-2018239
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

1600 West 7th Street

Fort Worth, Texas 76102

(Address of principal executive offices) (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 14, 2014, Enova International, Inc. (“Enova”), a wholly-owned subsidiary of Cash America International, Inc. (the “Company”), announced that it intends, subject to market conditions and other factors, to offer $500,000,000 in aggregate principal amount of its senior notes (the “Notes”) to qualified institutional buyers in the United States in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in accordance with Regulation S under the Securities Act. The Notes will be unsecured obligations of Enova and will be unconditionally guaranteed by Enova’s U.S. subsidiaries. Neither the Company nor any of its other subsidiaries that are not subsidiaries of Enova will guarantee the Notes. Such offering is referred to herein as the “Proposed Enova Debt Issuance”. This description of the Proposed Enova Debt Issuance Does not and will not constitute an offer to sell or the solicitation of any offer to buy the Notes or any other securities, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Enova and its domestic subsidiaries participate jointly and severally with certain other subsidiaries of the Company and guarantee indebtedness incurred by the Company, including borrowings under the Company’s revolving line of credit facility and variable rate term notes (the “Credit Agreement”) and borrowings under certain private placement debt agreements (the “Note Purchase Agreements”), which are described below. In addition, the Company’s Credit Agreement and its Note Purchase Agreements contain various customary restrictive covenants. In connection with the Proposed Enova Debt Issuance, the Company has obtained waivers and entered into amendments with respect to the Note Purchase Agreements and with respect to the Credit Agreement, as summarized below. Enova also entered into a new credit agreement on May 14, 2014, which is also summarized below.

Omnibus Waiver, Consent, and Amendment Agreement to Note Purchase Agreements

On May 9, 2014, the Company and its domestic subsidiaries, as guarantors, entered into an Omnibus Waiver, Consent, and Amendment Agreement (the “Waiver and Amendment”) with respect to its existing indebtedness incurred under the following Note Purchase Agreements:

• Note Purchase 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 A Senior Notes due December 19, 2016, as amended;

• Note Purchase Agreement, dated January 28, 2010, among the Company and the purchasers named therein for the issuance of the Company’s 7.26% Senior Notes due January 28, 2017, as amended; and

• Note Purchase Agreement, dated as of August 28, 2012, among the Company and the Purchasers named therein for the issuance of the Company’s 6.00% Series A Senior Notes due August 28, 2019 and 6.58% Series B Senior Notes due August 28, 2022, as amended.

Enova and its domestic subsidiaries are guarantors of the obligations and liabilities of the Company under the Note Purchase Agreements (the “Enova Guarantees”), including the Company’s outstanding indebtedness due thereunder, which was $106.2 million aggregate principal amount as of March 31, 2014 (the “Private Placement Indebtedness”). In addition, the Company and its domestic subsidiaries, including Enova and its domestic subsidiaries, have agreed to covenants and restrictions that contain limitations on, among other things, the incurrence by the Company and its subsidiaries of certain additional debt.

The Waiver and Amendment provides that, subject to the satisfaction of certain conditions precedent, including the consummation of the Proposed Enova Debt Issuance, Enova and its subsidiaries will be released from the Enova Guarantees with respect to the Note Purchase Agreements. The Waiver and Amendment also provides for the waiver of compliance with certain covenants, including restrictions on incurrence of additional indebtedness, to the extent necessary to permit the Proposed Enova Debt Issuance and a potential spin-off of Enova’s stock to the Company’s shareholders, if the Company’s Board of Directors decides to authorize a spin-off of Enova. In turn, the Company has agreed to prepay the entire outstanding Private Placement Indebtedness, including the applicable make-whole premium, on the date that is two business days after the date, if any, on which the Proposed Enova Debt Issuance is consummated. The waiver will expire, and the release of the Enova Guarantees will not be effective, to the extent that the Proposed Enova Debt Issuance is not consummated prior to July 31, 2014.

Fourth Amendment to Credit Agreement

On May 12, 2014, the Company and its direct and indirect domestic subsidiaries, as guarantors, entered into a Fourth Amendment to the Company’s Credit Agreement (the “Fourth Amendment”).

The Fourth Amendment, among other things, amends certain covenants to permit (i) the incurrence of indebtedness that may be incurred by Enova in connection with the Enova Proposed Debt Issuance, and (ii) additional indebtedness that may be incurred by Enova and its subsidiaries under a new credit facility entered into by Enova providing for unsecured revolving credit borrowings, in an aggregate principal amount not to exceed $75,000,000, as described below under “Enova Revolving Credit Agreement.” Such additional permitted debt incurrence is subject to satisfaction of certain conditions, including the condition that Enova use the net proceeds from the Proposed Enova Debt Issuance to repay all intercompany indebtedness owed by Enova to the Company and to pay a cash dividend to the Company and that the Proposed Enova Debt Issuance is non-recourse to the Company. The Fourth Amendment also (i) amended provisions of the Credit Agreement to permit a spin-off of Enova’s stock to the Company’s shareholders, if the Company’s Board of Directors decides to authorize a spin-off of Enova, and the release of Enova and its subsidiaries as guarantors of the Credit Agreement following any such spin-off, subject to certain conditions, and (ii) amended restrictive covenants to permit the prepayment of the Private Placement Indebtedness outstanding under the Note Purchase Agreements as described above Under “Omnibus Waiver, Consent and Amendment to Note Purchase Agreements.” The Fourth Amendment also prohibits the Company and its subsidiaries from making any additional investments, loans or cash distributions to Enova and amends certain financial covenants and restrictions.

Enova Revolving Credit Agreement

On May 14, 2014, Enova and certain of its domestic subsidiaries, as guarantors, entered into a credit agreement among Enova, the guarantors, Jefferies Finance LLC as administrative agent, and Jeffries Group LLC and other lenders to be identified (the “Enova Credit Agreement”). The Enova Credit Agreement provides for an unsecured revolving credit facility of up to $75,000,000 (subject to proportionate reduction in the amount of availability if the gross proceeds of the Proposed Enova Debt Issuance is less than $500 million). The Enova Credit Agreement also includes a sublimit of up to $20,000,000 for standby and commercial letters of credit. The Enova Credit

Agreement includes a sub-limit for letters of credit. The availability of the borrowings under the Enova Credit Agreement is subject to a number of closing conditions, including consummation of the Proposed Enova Debt Issuance. As such, if the Proposed Enova Debt Issuance is not consummated, no borrowings under the Enova Credit Agreement will be available. The Enova Credit Agreement contains customary representations and warranties and covenants, including financial maintenance covenants. The Enova Credit Agreement provides that loans under the facility may be made in dollars or in designated foreign currencies. The Enova Credit Agreement will mature on June 30, 2017. However, if Enova’s guarantees of Cash America’s indebtedness are not released on or before March 31, 2015, the Enova Credit Agreement provides that it will instead mature on March 31, 2015. The proceeds of borrowings under the Enova Credit Agreement are to be used by Enova and its subsidiaries for general corporate purposes.

Interest on the loans borrowed will be charged, at Enova’s option, at either the London Interbank Offered Rate for one week or one-, two-, three- or six-month periods, as selected by Enova (“LIBOR”), plus a margin varying from 2.50% to 3.75% or at the agent’s base rate plus a margin varying from 1.50% to 2.75%. The margin for the line of credit borrowings is dependent on Enova’s cash flow leverage ratios as defined in the Enova Credit Agreement. Enova will also be required to pay a fee on the unused portion of the line of credit ranging from 0.25% to 0.50% based on Enova’s cash flow leverage ratios.

The foregoing descriptions of the Waiver and Amendment and the Fourth Amendment are each qualified in their entirety by the complete terms and conditions of the respective documents, which are incorporated herein by reference in Exhibits 10.1 and 10.2.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The disclosure in Item 1.01 is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.	Description
10.1	Omnibus Waiver, Consent and Amendment Agreement dated as of May 9, 2014 among Cash America International, Inc., the domestic subsidiaries of Cash America International, Inc. as guarantors, and the noteholders named therein
10.2	Fourth Amendment to Credit Agreement dated as of May 12, 2014 among Cash America International, Inc., the domestic subsidiaries of Cash America, International, Inc. as guarantors, Wells Fargo Bank, National Association, and certain lenders named therein

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This report contains forward-looking statements about the business, financial condition, operations and prospects of the Company. 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 effect of, compliance with or changes in domestic and foreign pawn, consumer credit, tax and other laws and governmental rules and regulations applicable to the Company’s business or changes in the interpretation or enforcement thereof; the regulatory and examination authority of the Consumer Financial Protection Bureau in the U.S. and the U.K. Financial Conduct Authority, including the effect of and compliance with a consent order the Company entered into with the Consumer Financial Protection Bureau in November 2013; changes in the political, regulatory or economic environment in foreign countries where the Company operates or in the future may operate; risks related to the potential separation of the Company’s online lending business that comprises its e-commerce division, Enova; the Company’s ability to process or collect consumer loans through the Automated Clearing House system; the actions of third parties who provide, acquire or offer products and services to, from or for the Company; public and regulatory perception of the Company’s business, including its consumer loan business and its business practices; the effect of any current or future litigation proceedings or any judicial decisions or rule-making that affect the Company, its products or its arbitration agreements; fluctuations, including a sustained decrease, in the price of gold or deterioration in economic conditions; a prolonged interruption in the Company’s operations of its facilities, systems and business functions, including its information technology and other business systems; changes in demand for the Company’s services and changes in competition; the Company’s ability to maintain an allowance or liability for estimated losses on consumer loans that are adequate to absorb credit losses; the Company’s ability to attract and retain qualified executive officers; the ability of the Company to open new locations in accordance with its plans or to successfully integrate newly acquired businesses into the Company’s operations; interest rate and foreign currency exchange rate fluctuations; changes in the capital markets, including the debt and equity markets; changes in the Company’s ability to satisfy its debt obligations or to refinance existing debt obligations or obtain new capital to finance growth; security breaches, cyber-attacks or fraudulent activity; acts of God, war or terrorism, pandemics and other events; the effect of any of such changes on the Company’s business or the markets in which it operates; and other risks and uncertainties indicated in the Company’s filings with the Securities and Exchange Commission. These risks and uncertainties are beyond the ability of the Company to control, nor can the Company predict, in many cases, all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. When used in this report, terms such as “believes,” “estimates,” “should,” “could,” “would,” “plans,” “expects,” “anticipates,” “may,” “forecasts,” “projects” and similar expressions and variations as they relate to the Company or its management are intended to identify forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances occurring after the date of this report.

SIGNATURES

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

	CASH AMERICA INTERNATIONAL, INC.
Date: May 15, 2014	By:	/s/ J. Curtis Linscott
		J. Curtis Linscott
		Executive Vice President,
		General Counsel & Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Omnibus Waiver, Consent and Amendment Agreement dated as of May 9, 2014 among Cash America International, Inc., the domestic subsidiaries of Cash America International, Inc. as guarantors, and the noteholders named therein
10.2	Fourth Amendment to Credit Agreement dated as of May 12, 2014 among Cash America International, Inc., the domestic subsidiaries of Cash America, International, Inc. as guarantors, Wells Fargo Bank, National Association, and certain lenders named therein

EX-10.1

EXHIBIT 10.1

OMNIBUS WAIVER, CONSENT AND AMENDMENT AGREEMENT

This OMNIBUS WAIVER, CONSENT AND AMENDMENT AGREEMENT (this “Agreement”), dated as of May 9, 2014, is made by and among CASH AMERICA INTERNATIONAL, INC. (the “Company”), a Texas corporation, each of the Guarantors listed on the signature pages hereto, and each of the holders of the Notes (defined below) set forth on Annex 1 hereto (the “Noteholders”).

1. PRELIMINARY STATEMENTS.

WHEREAS, the Company previously issued (a) $35,000,000 in aggregate principal amount of its 6.09% Series A Senior Notes due December 19, 2016 (the “2006 Series A Notes”), and (b) $25,000,000 in aggregate principal amount of its 6.21% Series B Senior Notes due December 19, 2021 (the “2006 Series B Notes” and, collectively with the 2006 Series A Notes and any and all other notes for which such notes, or any successor notes, have been substituted or exchanged, the “2006 Notes”), pursuant to the terms of that certain Note Purchase Agreement, dated as of December 19, 2006, by and between the Company and each of the purchasers listed on Schedule A thereto, as amended by that certain Amendment No. 1 to Note Purchase Agreement dated as of December 11, 2008 and that certain Amendment No. 2 to Note Purchase Agreement dated as of May 25, 2012 (as so amended and as may be further amended, restated, supplemented or otherwise modified from time to time, the “2006 Note Purchase Agreement”);

WHEREAS, the Company previously issued $25,000,000 in aggregate principal amount of its 7.26% Senior Notes due January 28, 2017 (collectively with any and all other notes for which such notes, or any successor notes, have been substituted or exchanged, the “2010 Notes”), pursuant to the terms of that certain Note Purchase Agreement, dated as of January 28, 2010, by and between the Company and each of the purchasers listed on Schedule A thereto, as amended by that certain Amendment No. 1 to Note Purchase Agreement dated as of May 25, 2012 (as so amended and as may be further amended, restated, supplemented or otherwise modified from time to time, the “2010 Note Purchase Agreement”);

WHEREAS, the Company previously issued (a) $47,000,000 in aggregate principal amount of its 6.00% Series A Senior Notes due August 28, 2019 (the “2012 Series A Notes”), and (b) $5,000,000 in aggregate principal amount of its 6.58% Series B Senior Notes due August 28, 2022 (the “2012 Series B Notes” and, collectively with the 2012 Series A Notes and any and all other notes for which such notes, or any successor notes, have been substituted or exchanged, the “2012 Notes” and together with the 2006 Notes and the 2010 Notes, collectively, the “Notes”), pursuant to the terms of that certain Note Purchase Agreement, dated as of August 28, 2012, by and between the Company and each of the purchasers listed on Schedule A thereto (as amended, restated, supplemented or otherwise modified from time to time, the “2012 Note Purchase Agreement” and together with the 2006 Note Purchase Agreement and the 2010 Note Purchase Agreement, collectively, the “Note Purchase Agreements”);

WHEREAS, the Company is contemplating a potential tax-free spin-off of Enova International, Inc. (“Enova”), a Subsidiary of the Company, through the distribution of at least 80% of Enova’s outstanding common stock to shareholders of the Company (the “Enova Spin-off Transaction”), which, if consummated, will result in Enova becoming a separate publicly traded company;

WHEREAS, in connection with the contemplated Enova Spin-off Transaction, Enova is seeking to raise up to $700,000,000 via a public or private bond offering (the “Enova Debt Issuance”) in order to, among other things, repay certain intercompany indebtedness owed by Enova to the Company; and

WHEREAS, in connection with the contemplated Enova Debt Issuance, the Company has requested that the Enova Entities (as defined below) be released as guarantor(s) under the separate Joint and Several Guaranties executed in respect of each Note Purchase Agreement (collectively, the “Joint and Several Guaranties”);

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

2. DEFINED TERMS.

Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in the respective Note Purchase Agreements.

3. RELEASE OF CERTAIN GUARANTORS.

Subject to satisfaction of the conditions precedent set forth in Section 6 hereof, each of the Noteholders hereby consents and releases, effective as of the Enova Consent Effective Date (as defined below), Enova and each of its Subsidiaries listed on Annex 2 hereto (collectively the “Enova Entities”) from their respective obligations and liabilities under each Joint and Several Guaranty (the “Enova Guaranty Release”). Except as expressly granted by the Enova Guaranty Release, nothing in this Agreement shall in any way affect, limit, contravene or amend any of the obligations or liabilities of the other Guarantors (the “Remaining Obligors”) under the Joint and Several Guaranties. Each Remaining Obligor by execution of this Agreement agrees that it shall have no Contribution Rights against any of the Enova Entities as contemplated by Section 1 of each of the Subrogation and Contribution Agreements executed in connection with the Note Purchase Agreements. This consent to the Enova Guaranty Release is a limited consent and shall not be deemed to constitute a waiver or consent with respect to any other current or future departure from the requirements of any provision of the Note Purchase Agreements or the other Loan Documents.

4. WAIVER AND AMENDMENT.

(a) Waiver. Subject to satisfaction of each of the conditions precedent set forth in Section 6 hereof (other than, in the case of the Enova Debt Consent, the conditions precedent set forth in Sections 6(c) and 6(d)(i) below) and subject to the next succeeding sentence hereof, each of the Noteholders hereby waives compliance with the covenants set forth in (x) the second sentence of Section 9.5 of each of the Note Purchase Agreements and (y) Sections 10.2, 10.6 and 10.8 of each of the Note Purchase Agreements, in each case solely to the extent necessary to permit both the consummation of the Enova Debt Issuance (the “Enova Debt Consent”) and the consummation of the Enova Spin-Off Transaction (the “Enova Spin-Off Consent” and together

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with the Enova Debt Consent, collectively, the “Enova Consents”) and, by virtue of this waiver, the consummation of the Enova Debt Issuance and the Enova Spin-Off Transaction shall not constitute a Default or an Event of Default under the Note Purchase Agreements or the other respective Loan Documents as a result of the Company’s failure to comply with any such section of the Note Purchase Agreements in connection with the consummation of such transactions. Notwithstanding anything contained herein to the contrary, the Enova Consents (and the agreement by the Noteholders to provide such Enova Consents pursuant to this Section 4) shall cease to be effective upon the earliest to occur of:

(i) the occurrence of any Default or Event of Default under the Note Purchase Agreements,

(ii) the date that is two Business Days after the date on which the Enova Debt Issuance is consummated, if, on or prior to such date, the Company shall have failed to repay the Notes in full, together with all accrued and unpaid interest thereon and the Make-Whole Amount payable in connection therewith, in accordance with Section 5 hereof,

(iii) the failure of the Company to comply with its obligations set forth in Section 5(a) or Section 5(c) below,

(iv) July 31, 2014, to the extent the Enova Debt Issuance is not consummated on or prior to such date,

(the earliest date on which any event described in clauses (i), (ii) or (iii) above occurs, a “Waiver Termination Date”). If the Waiver Termination Date should occur, the Enova Consents granted pursuant to this Section 4 shall immediately terminate and be void ab initio and this Agreement shall not operate to waive any rights or remedies of the holders of the Notes with respect to any Default or Event of Default arising in connection with the consummation of the Enova Debt Issuance and the Enova Spin-Off Transaction. If the Company shall have indefeasibly repaid the Notes in full in cash, together with all accrued and unpaid interest thereon and the Make-Whole Amount and all other amounts payable in connection therewith, in accordance with Section 5 hereof, the waivers granted pursuant to this Section 4 shall be permanent and shall not terminate.

(b) Amendments.

(i) The Company and each of the Noteholders hereby agree that the second sentence in Section 8.2 of each of the Note Purchase Agreements is hereby amended and restated in its entirety to read as follows:

“The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment; provided that, solely with respect to any optional prepayment in full of all Notes under this Section 8.2 in connection with the consummation of the Enova Debt Issuance, (x) the Company shall be required to give the holders of Notes two Business Days’ prior written notice of any such prepayment, and (y) any such notice delivered pursuant

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to clause (x) shall be accompanied by a certificate of a Senior Financial Officer specifying the calculation of the Make-Whole Amount due in connection with such prepayment as of the prepayment date specified in such notice (which certificate shall be deemed to satisfy the requirements for delivery of Make-Whole Amount calculations set forth in the next two succeeding sentences of this Section 8.2).”

(ii) The Company and each of the Noteholders hereby agree that Schedule B to each of the Note Purchase Agreements is hereby amended by inserting the following new defined term in its appropriate alphabetical order:

“Enova Debt Issuance” shall have the meaning specified in that certain Omnibus Waiver, Consent and Amendment Agreement, dated as of May [9], 2014, by and among the Company, the Guarantors party thereto and each of the Noteholders.

(c) Effect of Waivers and Amendments. The consents, waivers and amendments set forth in this Section 4 are limited to the matters expressly set forth herein and shall not be deemed to waive, amend, or modify any other term in the Note Purchase Agreements.

5. AGREEMENT TO PREPAY NOTES.

(a) Notice of Prepayment; Prepayment. On or prior to the date on which the Enova Debt Issuance is consummated, the Company will provide written notice to the Noteholders of the exercise of its option to prepay the Notes in full in cash in accordance with Section 8.2 of each of the Note Purchase Agreements (the “Prepayment Notice”). Such Prepayment Notice shall (i) provide for the election by the Company to prepay the entire outstanding principal amount of the Notes in full, together with all accrued interest thereon to the date of such prepayment, the applicable Make-Whole Amount payable in respect thereof and all fees and other amounts payable in connection therewith (collectively, the “Pay-Off Amount”); (ii) specify the date fixed for such prepayment, which shall, in no event, be later than the date that is two Business Days after the date on which the Enova Debt Issuance is consummated (the “Prepayment Date”); and (iii) contain such other information and attach such additional certificates as may be required by Section 8.2 of each of the Note Purchase Agreements (as amended by this Agreement). On the Prepayment Date, the Company shall prepay the Notes in full in cash by wire transfer of immediately available funds in accordance with the terms of the respective Note Purchase Agreements (regardless of whether the Enova Spin-off Transaction is consummated prior to such Prepayment Date).

(b) Settlement Payment in Respect of Notes. The Noteholders agree that, in exchange for, and conditioned upon the Company’s payment of the Pay-Off Amount in cash by wire transfer of immediately available funds, the Noteholders shall deliver all Notes to the Company in accordance with Section 18 of each of the Note Purchase Agreements promptly following receipt of the Pay-Off Amount. Such payment is in settlement of the Company’s obligations in respect of the Notes and the Note Purchase Agreements and constitutes a settlement payment in respect of a securities contract for purposes of Section 546(e) of the United States Bankruptcy Code of 1978, as amended.

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(c) Obligors under Enova Debt Documents. The Company shall not, and shall not permit any of its Remaining Obligors, to incur any guarantee obligations, or otherwise become liable, in respect of the Enova Debt Documents (as defined below).

(d) Additional Event of Default. The failure of the Company to comply with the covenants set forth in any one or more of Sections 5(a) or 5(c) above shall constitute an immediate Event of Default pursuant to Section 11(c) of the Note Purchase Agreement.

6. CONDITIONS TO EFFECTIVENESS OF CONSENTS AND WAIVERS.

The consents and waivers set forth in Section 3 and Section 4(a) of this Agreement shall be effective, if at all, as of the date (such date, the “Enova Consent Effective Date”) on which each of the following conditions precedent shall have been satisfied or waived by the holders of the Notes in writing; provided, however, (x) the Enova Debt Consent set forth in Section 4(a) shall be effective upon the satisfaction of the conditions set forth in clauses (a), (b) and (d)(ii) below, and (y) the date on which the conditions precedent set forth in this Section 6 are satisfied or waived by the holders of the Notes occurs on or prior to July 31, 2014:

(a) Each Noteholder shall have received a counterpart of this Agreement, duly executed by the Company and each of the other Noteholders.

(b) The representations and warranties contained herein shall be true and correct in all material respects.

(c) The Enova Debt Issuance shall have been consummated.

(d) No default or event of default shall have occurred and be continuing under (i) the loan agreement, note purchase agreement, indenture or other documents, instrument and agreements relating to the Enova Debt Issuance (collectively, the “Enova Debt Documents”) or (ii) that certain Credit Agreement, dated as of March 30, 2011, by and among the Company, the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, as amended (the “Credit Agreement”).

7. REPRESENTATIONS AND WARRANTIES.

To induce the Noteholders to consent to this Agreement, the Company represents and warrants as follows:

7.1. Organization; Power and Authority.

(a) The Company is a corporation, duly organized and validly existing under the laws of the State of Texas. The Company is duly qualified and in good standing as a foreign corporation in each other jurisdiction where such qualification is required by law (to the extent that such concepts are recognized in such jurisdiction), other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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(b) The Company has the requisite power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and to perform the provisions hereof.

7.2. Authorization, etc.

This Agreement has been duly authorized by all necessary corporate action on the part of the Company, and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

7.3. Compliance with Laws, Other Instruments, etc.

The execution, delivery and performance by the Company of this Agreement will not:

(a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, the Enova Debt Documents or any indenture, mortgage, deed of trust, loan, purchase or credit agreement (including, without limitation, the Credit Agreement), lease, or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, except in each case, such as could not reasonably be expected to result in a Material Adverse Effect,

(b) violate the corporate charter, articles of organization, by-laws, operating agreement or other similar organizational documents of the Company or any Subsidiary,

(c) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary, or

(d) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

7.4. Governmental Authorizations, etc.

No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement.

7.5. Disclosure.

This Agreement, each other document, certificate or other writing delivered to each Noteholder by or on behalf of the Company in connection with the transactions contemplated hereby and the financial statements and other documents delivered to the Noteholders prior to the date hereof pursuant to Section 7 of each of the Note Purchase Agreements do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the

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statements therein not misleading in light of the circumstances under which they were made. Since December 31, 2013, there has been no change in the financial condition, operations, business, properties or prospects of the Company except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect.

7.6. No Defaults.

No event has occurred and is continuing and no condition exists which, upon the effectiveness of the consents, waivers and amendments provided for in this Agreement, would constitute a Default or Event of Default.

7.7. Bringdown of Representations and Warranties.

Each of the representations and warranties set forth in Section 5 of each of the Note Purchase Agreements is true, correct and complete in all respects as of the date hereof (except to the extent such representations and warranties expressly relate to another date, in which case such representations and warranties are true, correct and complete as of such other date).

7.8. Registered Holders of Notes.

The Company represents to each of the Noteholders that:

(a) the register kept by the Company for the registration and transfer of the 2006 Notes provided for in Section 13.1 of the 2006 Note Purchase Agreement indicates that each of the Persons named in Part A of Annex 1 hereto is currently a holder of the aggregate principal amount of the 2006 Notes indicated in such Annex;

(b) the register kept by the Company for the registration and transfer of the 2010 Notes provided for in Section 13.1 of the 2010 Note Purchase Agreement indicates that each of the Persons named in Part B of Annex 1 hereto is currently a holder of the aggregate principal amount of the 2010 Notes indicated in such Annex; and

(c) the register kept by the Company for the registration and transfer of the 2012 Notes provided for in Section 13.1 of the 2012 Note Purchase Agreement indicates that each of the Persons named in Part C of Annex 1 hereto is currently a holder of the aggregate principal amount of the 2012 Notes indicated in such Annex.

8. EXPENSES.

Whether or not the consents, waivers and amendments in Sections 3 and 4 hereof become effective, the Company will promptly (and in any event within thirty (30) days of receiving any statement or invoice therefor) pay all fees, expenses and costs of the Noteholders relating to this Agreement, including, but not limited to, the reasonable fees of the special counsel of the holders of the Notes, Bingham McCutchen LLP, incurred in connection with the preparation, negotiation and delivery of this Agreement and any other documents related thereto. Nothing in this Section 8 shall limit the Company’s obligations pursuant to any provisions related to fees and expenses, including without limitation, Section 15.1 of each of the Note Purchase Agreements.

7

9. RELEASE.

The Company hereby acknowledges and agrees, on behalf of itself and each of its Subsidiaries, that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any holder of the Notes (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents in their capacities as such for any holder of the Notes) in connection with the Note Purchase Agreements, the Notes or any of the other Loan Documents and (b) each holder of the Notes has heretofore properly performed and satisfied in a timely manner all of its obligations to the Company and its Subsidiaries under the Loan Documents that are required to have been performed on or prior to the date hereof. Notwithstanding the foregoing, the holders of the Notes wish (and the Company agrees) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the holders’ rights, interests, security and/or remedies under the Loan Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company (for itself and each Subsidiary) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release and forever discharge each holder of the Notes and each of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively, the “Noteholder Released Parties”) from any and all debts, claims, losses, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Noteholder Released Party by reason of any act, omission or thing whatsoever done or omitted to be done on or prior to the Enova Consent Effective Date directly arising out of, connected with or related to this Agreement, the Note Purchase Agreements, the Notes or any other Loan Documents, or any act, event or transaction related or attendant thereto, or the agreements of any holder of the Notes contained therein; provided, however, that nothing herein shall release any holder of the Notes from its agreements and obligations contained in this Agreement.

10. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

All representations and warranties made in this Agreement shall survive the execution and delivery of this Agreement, and no investigation by any Noteholder shall affect such representations and warranties or the right of the Noteholders to rely upon them.

11. CONSENT AND REAFFIRMATION.

Each of the Guarantors (other than the Enova Entities), by its execution of this Agreement, hereby agrees and acknowledges that (i) notwithstanding the effectiveness of, and satisfaction of the conditions under, this Agreement, the Joint and Several Guaranty shall remain in full force and effect without modification thereto and (ii) nothing herein shall in any way limit any of the terms or provisions of the Joint and Several Guaranty, all of which are hereby ratified, confirmed and affirmed in all respects.

8

12. MISCELLANEOUS.

12.1. Part of Existing Note Purchase Agreements; Future References, etc.

This Agreement shall be construed in connection with and as a part of each of the Note Purchase Agreements and, except as expressly provided herein, (a) no terms or provisions of the Note Purchase Agreements or any other Loan Document are modified or changed by this Agreement, (b) the terms of this Agreement shall not operate as an amendment or waiver by any Noteholder of, or otherwise prejudice any Noteholder’s rights, remedies or powers under, the Note Purchase Agreements, the Notes or any other Loan Document or under any applicable law, and (c) the terms and provisions of the Note Purchase Agreements, the Notes and the other Loan Documents shall continue in full force and effect. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Agreement may refer to the respective Note Purchase Agreements without making specific reference to this Agreement, but nevertheless all such references shall include this Agreement unless the context otherwise requires.

12.2. Counterparts.

This 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. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or by electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

12.3. Governing Law.

THIS 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 SUCH STATE.

12.4. Binding Effect.

This Agreement shall be binding upon and shall inure to the benefit of the Company and the Noteholders and their respective successors and assigns.

[Remainder of page intentionally left blank. Next page is signature page.]

9

IN WITNESS WHEREOF, the parties hereto have caused the execution of this Agreement by duly authorized officers of each 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

2006 NOTEHOLDERS:
DEARBORN NATIONAL 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
By:	Advantus Capital Management, Inc.
	By:	/s/ James F. Geiger
	Name:	James F. Geiger
	Title:	Vice President

MIDLAND NATIONAL LIFE INSURANCE COMPANY
By:	Guggenheim Partners Investment Management, LLC
	By:	/s/ W R H
	Name:	William Hagner
	Title:	Attorney-In-Fact
NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE
By:	Guggenheim Partners Investment Management, LLC
	By:	/s/ W R H
	Name:	William Hagner
	Title:	Attorney-In-Fact

CMFG LIFE INSURANCE COMPANY CUMIS INSURANCE SOCIETY
By:	MEMBERS Capital Advisors, Inc., acting as Investment Advisor
	By:	/s/ Allen R. Cantrell
	Name:	Allen R. Cantrell
	Title:	Managing Director, Investments

PHOENIX LIFE INSURANCE COMPANY
By:	/s/ Paul M. Chute
Name:	Paul M. Chute
Title:	Senior Managing Director, Private
Placements

OHIO NATIONAL LIFE ASSURANCE CORPORATION
By:	/s/ Annette M. Teders
Name:	Annette M. Teders
Title:	Vice President, Private Placements
THE OHIO NATIONAL LIFE INSURANCE COMPANY
By:	/s/ Annette M. Teders
Name:	Annette M. Teders
Title:	Vice President, Private Placements

PRIMERICA LIFE INSURANCE COMPANY
By:	Conning, Inc., as Investment Manager
	By:	/s/ Samuel Otchere
	Name: Samuel Otchere
	Title: Director
AMERICAN HEALTH AND LIFE INSURANCE COMPANY
By:		Conning, Inc., as Investment Manager
	By:	/s/ Samuel Otchere
	Name: Samuel Otchere
	Title: Director
NATIONAL BENEFIT LIFE INSURANCE COMPANY
By:	Conning, Inc., as Investment Manager
	By:	/s/ Samuel Otchere
	Name: Samuel Otchere
	Title: Director

2010 NOTEHOLDERS: MINNESOTA LIFE INSURANCE COMPANY AMERICAN FIDELITY ASSURANCE COMPANY MTL INSURANCE COMPANY UNITED INSURANCE COMPANY OF AMERICA FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN FARM BUREAU MUTUAL INSURANCE COMPANY OF MICHIGAN THE MUTUAL SAVINGS LIFE INSURANCE COMPANY COLORADO BANKERS LIFE INSURANCE COMPANY GREAT WESTERN INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY NEW ERA LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.
	By:	/s/ James F. Geiger
	Name: James F. Geiger
	Title: Vice President

PHOENIX LIFE INSURANCE COMPANY
By:	/s/ Paul M. Chute
Name: Paul M. Chute
Title: Senior Managing Director, Private Placements
PHL VARIABLE INSURANCE COMPANY
By:	/s/ Paul M. Chute
Name: Paul M. Chute
Title: Its Duly Authorized Officer

2012 NOTEHOLDERS: MINNESOTA LIFE INSURANCE COMPANY TRINITY UNIVERSAL INSURANCE COMPANY UNITED INSURANCE COMPANY OF AMERICA AMERICAN FIDELITY ASSURANCE COMPANY VANTIS LIFE INSURANCE COMPANY GREAT WESTERN INSURANCE COMPANY EQUITABLE LIFE & CASUALTY INSURANCE COMPANY FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN FARM BUREAU MUTUAL INSURANCE COMPANY OF MICHIGAN FARM BUREAU GENERAL INSURANCE COMPANY OF MICHIGAN AMERICAN REPUBLIC INSURANCE COMPANY
By:	Advantus Capital Management, Inc.
	By:	/s/ James F. Geiger
	Name: James F. Geiger
	Title: Vice President

GREAT AMERICAN LIFE INSURANCE COMPANY
By:	/s/ Mark F. Muething
Name: Mark F. Muething
Title: Executive Vice President
GREAT AMERICAN INSURANCE COMPANY
By:	/s/ Stephen Beraha
Name: Stephen Beraha
Title: Assistant Vice President

SENIOR HEALTH INSURANCE COMPANY OF PENNSYLVANIA
By:	Conning, Inc., as Investment Manager
	By:	/s/ Samuel Otchere
	Name: Samuel Otchere
	Title: Director
NATIONAL BENEFIT LIFE INSURANCE COMPANY
By:	Conning, Inc., as Investment Manager
	By:	/s/ Samuel Otchere
	Name: Samuel Otchere
	Title: Director

THE OHIO NATIONAL LIFE INSURANCE COMPANY
By:	/s/ Annette M. Teders
Name: Annette M. Teders
Title: Vice President, Private Placements
OHIO NATIONAL LIFE ASSURANCE CORPORATION
By:	/s/ Annette M. Teders
Name: Annette M. Teders
Title: Vice President, Private Placements
MONTGOMERY RE, INC.
By:	/s/ Paul J. Gerard
Name: Paul J. Gerard
Title: Authorized Signer

PHOENIX LIFE INSURANCE COMPANY
By:	/s/ Paul M. Chute
Name: Paul M. Chute
Title: Senior Managing Director, Private Placements
PHL VARIABLE INSURANCE COMPANY
By:	/s/ Paul M. Chute
Name: Paul M. Chute
Title: Its Duly Authorized Officer

GUARANTORS
ENOVA INTERNATIONAL, INC.
By:	/s/ Austin D. Nettle
Name: Austin D. Nettle
Title: Vice President and Assistant Treasurer
CASH AMERICA MANAGEMENT L.P.
CASH AMERICA PAWN L.P.
By:	Cash America Holding, Inc.
	The General Partner of each of the foregoing entities
	By:	/s/ Austin D. Nettle
	Name: Austin D. Nettle
	Title: Vice President and Treasurer
OHIO NEIGHBORHOOD CREDIT SOLUTIONS, LLC
By:	Ohio Neighborhood Finance, Inc.,
	Its sole member
	By:	/s/ Austin D. Nettle
	Name: Austin D. Nettle
	Title: Vice President and Treasurer
CNU ONLINE HOLDINGS, LLC
DEBIT PLUS, LLC
BILLERS ACCEPTANCE GROUP, LLC
DP LABOR HOLDINGS, LLC
PF LABOR HOLDINGS, LLC
By:	/s/ Austin D. Nettle
Name: Austin D. Nettle
Title: Vice President and Treasurer

BRONCO PAWN & GUN, INC.
CASH AMERICA ADVANCE, INC.
CASH AMERICA FINANCIAL SERVICES, INC.
CASH AMERICA FRANCHISING, INC.
CASH AMERICA GLOBAL FINANCING, INC.
CASH AMERICA GLOBAL SERVICES, INC.
CASH AMERICA HOLDING, INC.
CASH AMERICA, INC.
CASH AMERICA, INC. OF ALABAMA
CASH AMERICA, INC. OF ALASKA
CASH AMERICA, INC. OF COLORADO
CASH AMERICA, INC. OF ILLINOIS
CASH AMERICA, INC. OF INDIANA
CASH AMERICA, INC. OF KENTUCKY
CASH AMERICA, INC. OF LOUISIANA
CASH AMERICA OF MISSOURI, INC.
CASH AMERICA, INC. OF NEVADA
CASH AMERICA, INC. OF NORTH CAROLINA
CASH AMERICA, INC. OF OKLAHOMA
CASH AMERICA, INC. OF SOUTH CAROLINA
CASH AMERICA, INC. OF TENNESSEE
CASH AMERICA, INC. OF UTAH
CASH AMERICA, INC. OF VIRGINIA
CASH AMERICA INTERNET SALES, INC.
CASH AMERICA OF MEXICO, INC.
CASH AMERICA PAWN, INC. OF OHIO
CASHLAND FINANCIAL SERVICES, INC.
CNU DOLLARSDIRECT INC.
CNU DOLLARSDIRECT LENDING INC.
DOC HOLLIDAY’S PAWNBROKERS & JEWELLERS, INC.
ENOVA ONLINE SERVICES, INC.
EXPRESS CASH INTERNATIONAL CORPORATION
FLORIDA CASH AMERICA, INC.
GAMECOCK PAWN & GUN, INC.
GEORGIA CASH AMERICA, INC.
HORNET PAWN & GUN, INC.
LONGHORN PAWN AND GUN, INC.
MOBILE LEASING GROUP, INC.
MR. PAYROLL CORPORATION
OHIO NEIGHBORHOOD FINANCE, INC.
TIGER PAWN & GUN, INC.
UPTOWN CITY PAWNERS, INC.
VINCENT’S JEWELERS AND LOAN, INC.
By:	/s/ Austin D. Nettle
Name:	Austin D. Nettle
Title:	Vice President and Treasurer

CNU OF ALABAMA, LLC
CNU OF ALASKA, LLC
CNU OF ARIZONA, LLC
CNU OF CALIFORNIA, LLC
CNU OF COLORADO, LLC
CNU OF DELAWARE, LLC
CNU OF FLORIDA, LLC
CASHNETUSA OF FLORIDA, LLC
CNU OF HAWAII, LLC
CNU OF IDAHO, LLC
CNU OF ILLINOIS, LLC
CNU OF INDIANA, LLC
CNU OF KANSAS, LLC
CNU OF LOUISIANA, LLC
CNU OF MAINE, LLC
CASHNET CSO OF MARYLAND, LLC
CNU OF MICHIGAN, LLC
CNU OF MINNESOTA, LLC
CNU OF MISSISSIPPI, LLC
CNU OF MISSOURI, LLC
CNU OF MONTANA, LLC
CNU OF NEVADA, LLC
CNU OF NEW HAMPSHIRE, LLC
CNU OF NEW MEXICO, LLC
CNU OF NORTH DAKOTA, LLC
CNU OF OHIO, LLC
OHIO CONSUMER FINANCIAL SOLUTIONS, LLC
CNU OF OKLAHOMA, LLC
CNU OF OREGON, LLC
CNU OF RHODE ISLAND, LLC
CNU OF SOUTH CAROLINA, LLC
CNU OF SOUTH DAKOTA, LLC
CNU OF TENNESSEE, LLC
By:	CNU Online Holdings, LLC,
	The sole member of each of the foregoing entities
	By:	/s/ Austin D. Nettle
	Name:	Austin D. Nettle
	Title:	Vice President and Treasurer

CNU OF TEXAS, LLC
CNU OF UTAH, LLC
CNU OF VIRGINIA, LLC
CNU OF WASHINGTON, LLC
CNU OF WISCONSIN, LLC
CNU OF WYOMING, LLC
DOLLARSDIRECT, LLC
CNU TECHNOLOGIES OF ALABAMA, LLC
CNU TECHNOLOGIES OF ARIZONA, LLC
CNU TECHNOLOGIES OF CALIFORNIA, LLC
CNU TECHNOLOGIES OF IOWA, LLC
CNU TECHNOLOGIES OF NEW MEXICO, LLC
CNU TECHNOLOGIES OF SOUTH CAROLINA, LLC
CNU TECHNOLOGIES OF WISCONSIN, LLC
HEADWAY CAPITAL, LLC (f/k/a TrafficGen, LLC)
CASHEURONET UK, LLC
EURONETCASH, LLC
ENOVA BRAZIL, LLC
AEL NET MARKETING, LLC
ENOVA INTERNATIONAL GEC, LLC (f/k/a AEL Net of Illinois, LLC)
AEL NET OF MISSOURI, LLC
NC FINANCIAL SOLUTIONS, LLC
By:	CNU Online Holdings, LLC,
	The sole member of each of the foregoing entities
	By:	/s/ Austin D. Nettle
	Name:	Austin D. Nettle
	Title:	Vice President and Treasurer

NC FINANCIAL SOLUTIONS OF ALABAMA, LLC
NC FINANCIAL SOLUTIONS OF ARIZONA, LLC
NC FINANCIAL SOLUTIONS OF CALIFORNIA, LLC
NC FINANCIAL SOLUTIONS OF COLORADO, LLC
NC FINANCIAL SOLUTIONS OF DELAWARE, LLC
NC FINANCIAL SOLUTIONS OF GEORGIA, LLC
NC FINANCIAL SOLUTIONS OF IDAHO, LLC
NC FINANCIAL SOLUTIONS OF ILLINOIS, LLC
NC FINANCIAL SOLUTIONS OF KANSAS, LLC
NC FINANCIAL SOLUTIONS OF MARYLAND, LLC
NC FINANCIAL SOLUTIONS OF MISSISSIPPI, LLC
NC FINANCIAL SOLUTIONS OF MISSOURI, LLC
NC FINANCIAL SOLUTIONS OF NEVADA, LLC
NC FINANCIAL SOLUTIONS OF NEW MEXICO, LLC
NC FINANCIAL SOLUTIONS OF NORTH DAKOTA, LLC
NC FINANCIAL SOLUTIONS OF OHIO, LLC
NC FINANCIAL SOLUTIONS OF SOUTH CAROLINA, LLC
NC FINANCIAL SOLUTIONS OF SOUTH DAKOTA, LLC
NC FINANCIAL SOLUTIONS OF TENNESSEE, LLC
NC FINANCIAL SOLUTIONS OF TEXAS, LLC
NC FINANCIAL SOLUTIONS OF UTAH, LLC
NC FINANCIAL SOLUTIONS OF VIRGINIA, LLC
NC FINANCIAL SOLUTIONS OF WISCONSIN, LLC
By:	NC Financial Solutions, LLC
	The sole member of each of the foregoing entities
	By:	/s/ Austin D. Nettle
	Name:	Austin D. Nettle
	Title:	Vice President and Treasurer

CASHNETUSA CO LLC
CASHNETUSA OR LLC
THE CHECK GIANT NM LLC
By:	CNU of New Mexico, LLC,
	Manager of each of the foregoing entities
	By:	CNU Online Holdings, LLC Its sole member
	By:	/s/ Austin D. Nettle
	Name:	Austin D. Nettle
	Title:	Vice President and Treasurer
DEBIT PLUS TECHNOLOGIES, LLC
DEBIT PLUS SERVICES, LLC
DEBIT PLUS PAYMENT SOLUTIONS, LLC
By:	Debit Plus, LLC,
	The sole member of each of the foregoing entities
	By:	/s/ Austin D. Nettle
	Name:	Austin D. Nettle
	Title:	Vice President and Treasurer
STRATEGIC RECEIVABLE MANAGEMENT SOLUTIONS, LLC
By:	/s/ Curtis Linscott
Name:	J. Curtis Linscott
Title:	Manager
ENOVA FINANCIAL HOLDINGS, LLC
By:	/s/ Austin D. Nettle
Name:	Austin D. Nettle
Title:	Vice President and Treasurer

CAMEX HOLDING, LLC
By:	Cash America of Mexico, Inc.,
	Its sole member
	By:	/s/ Austin D. Nettle
	Name:	Austin D. Nettle
	Title:	Vice President and Treasurer

ANNEX 1

NOTEHOLDERS AND PRINCIPAL AMOUNTS

PART A: 2006 NOTEHOLDERS

Name of Noteholder	Series; Note Registration Number; Outstanding Principal Amount
Dearborn National Life Insurance Company (f/k/a Fort Dearborn Life Insurance Company) (issued in the nominee name of ELL & Co.)	Series B: No. RB-19; $2,181,818.18 No. RB-20; $727,272.73 No. RB-21; $727,272.73
Minnesota Life Insurance Company	Series A: No. RA-1; $2,400,000
Cincinnati Insurance Company	Series B: No. RB-4; $2,545,454.55
Farm Bureau Life Insurance Company of Michigan	Series B: No. RB-5; $2,181,818.18
Blue Cross and Blue Shield of Florida, Inc. (issued in the nominee name of Hare & Co.)	Series B: No. RB-6; $1,090,909.09
Great Western Insurance Company (issued in the nominee name of Wells Fargo Bank for Great Western Insurance Company)	Series B: No. RB-22; $727,272.73
Fidelity Life Association (issued in the nominee name of ELL & Co.)	Series A: No. RA-2; $600,000
American Republic Insurance Company (issued in the nominee name of Wells Fargo Bank N.A. as Custodian for American Republic Insurance Company)	Series A: No. RA-3; $600,000
Trustmark Insurance Company (issued in the nominee name of ELL & Co.)	Series A: No. RA-4; $600,000
Security National Life Insurance Company (issued in the nominee name of Howe & Co.)	Series B; No. RB-8; $363,636.36
Midland National Life Insurance Company (issued in the nominee name of Hare & Co.)	Series A: No. RA-5; $4,800,000 No. RA-6; $600,000
North American Company for Life and Health Insurance (issued in the nominee name of Hare & Co.)	Series A: No. RA-7; $1,800,000 No. RA-8; $1,800,000
CMFG Life Insurance Company (issued in the nominee name of Turnkeys & Co.)	Series B: No. RB-9; $3,436,363.64

Annex 1-22

CMFG Life Insurance Company (issued in the nominee name of Turnkeys & Co.)	Series B: No. RB-10; $2,290,909.09
CUMIS Insurance Society (issued in the nominee name of Turnjetty & Co.)	Series B: No. RB-11; $1,145,454.55
CMFG Life Insurance Company (issued in the nominee name of Turnkeys & Co.)	Series B: No. RB-12; $763,636.36
Phoenix Life Insurance Company	Series A: No. RA-9; $1,800,000 No. RA-10; $1,200,000
Ohio National Life Assurance Corporation	Series A: No. RA-11; $1,200,000
The Ohio National Life Insurance Company	Series A: No. RA-12; $1,200,000
Primerica Life Insurance Company	Series A: No. RA-13; $1,200,000
American Health and Life Insurance Company	Series A: No. RA-14; $900,000
National Benefit Life Insurance Company	Series A: No. RA-15; $300,000

PART B: 2010 NOTEHOLDERS

Name of Noteholder	Note Registration Number; Outstanding Principal Amount
Minnesota Life Insurance Company	No. R-1; $3,000,000
American Fidelity Assurance Company (issued in the nominee name FFB Registration)	No. R-2; $1,800,000
MTL Insurance Company (issued in the nominee name ELL & Co.)	No. R-3; $1,200,000
United Insurance Company of America (issued in the nominee name Hare & Co.)	No. R-4; $1,200,000
Farm Bureau Life Insurance Company of Michigan	No. R-5; $1,200,000
Farm Bureau Mutual Insurance Company of Michigan	No. R-6; $600,000
The Mutual Savings Life Insurance Company (issued in the nominee name Band & Co.)	No. R-7; $600,000
Colorado Bankers Life Insurance Company (issued in the nominee name ELL & Co. F/A/O Colorado Bankers Life Insurance Company)	No. R-17; $300,000

Annex 1-23

Great Western Insurance Company (issued in the nominee name Wells Fargo For Great Western Insurance Company)	No. R-18; $300,000
American Republic Insurance Company (issued in the nominee name Wells Fargo Bank N.A. as Custodian for American Republic Insurance Company)	No. R-10; $300,000
New Era Life Insurance Company (issued in the nominee name Cudd & Co.)	No. R-11; $300,000
Phoenix Life Insurance Company	No. R-12; $1,200,000
Phoenix Life Insurance Company	No. R-13; $1,200,000
PHL Variable Insurance Company	No. R-14; $600,000
PHL Variable Insurance Company	No. R-15; $600,000
PHL Variable Insurance Company	No. R-16; $600,000

PART C: 2012 NOTEHOLDERS

Name of Noteholder	Series; Note Registration Number; Outstanding Principal Amount
Minnesota Life Insurance Company	Series A: No. RA-1; $10,200,000
Trinity Universal Insurance Company (issued in the nominee name Hare & Co.)	Series A: No. RA-2; $3,000,000
United Insurance Company of America (issued in the nominee name Hare & Co.)	Series A: No. RA-3; $2,000,000
American Fidelity Assurance Company (issued in the nominee name FFB Registration)	Series A: No. RA-4; $2,000,000
Vantis Life Insurance Company (issued in the nominee name Hare & Co.)	Series A: No. RA-5; $2,000,000
Great Western Insurance Company (issued in the nominee name Wells Fargo Bank NA Custodian FBO Great Western Insurance Company)	Series A: No. RA-6; $500,000
Equitable Life & Casualty Insurance Company (issued in the nominee name Wells Fargo Bank NA as Custodian for Equitable Life & Casualty Insurance Company)	Series A: No. RA-7; $300,000
Farm Bureau Life Insurance Company of Michigan	Series B: No. RB-1; $2,000,000
Farm Bureau Mutual Insurance Company of Michigan	Series B: No. RB-2; $1,000,000

Annex 1-24

Farm Bureau General Insurance Company of Michigan	Series B: No. RB-3; $1,000,000
American Republic Insurance Company (issued in the nominee name Wells Fargo Bank N.A. as Custodian for American Republic Insurance Company)	Series B: No. RB-4; $1,000,000
Great American Life Insurance Company	Series A: No. RA-8; $7,000,000
Great American Insurance Company	Series A: No. RA-9; $3,000,000
Senior Health Insurance Company of Pennsylvania (issued in the nominee name Hare & Co.)	Series A: No. RA-10; $2,500,000
National Benefit Life Insurance Company	Series A: No. RA-11; $500,000
The Ohio National Life Insurance Company	Series A; No. RA-12; $4,000,000
Ohio National Life Assurance Corporation	Series A; No. RA-13; $1,000,000
Montgomery RE, Inc.	Series A; No. RA-14; $1,000,000
Phoenix Life Insurance Company	Series A: No. RA-15; $2,000,000
PHL Variable Insurance Company	Series A: No. RA-16; $1,000,000
PHL Variable Insurance Company	Series A: No. RA-17; $2,000,000
PHL Variable Insurance Company	Series A: No. RA-18; $2,000,000
PHL Variable Insurance Company	Series A: No. RA-19; $1,000,000

Annex 1-25

ANNEX 2

ENOVA ENTITIES

ENTITY NAME	STATE
AEL NET MARKETING, LLC	DE
AEL NET OF MISSOURI, LLC	DE
BILLERS ACCEPTANCE GROUP, LLC	DE
CASHEURONET UK, LLC	DE
CASHNET CSO OF MARYLAND, LLC	DE
CASHNETUSA CO LLC	DE
CASHNETUSA OF FLORIDA, LLC	DE
CASHNETUSA OR LLC	DE
CNU DOLLARSDIRECT INC.	DE
CNU DOLLARSDIRECT LENDING, INC.	DE
CNU OF ALABAMA, LLC	DE
CNU OF ALASKA, LLC	DE
CNU OF ARIZONA, LLC	DE
CNU OF CALIFORNIA, LLC	DE
CNU OF COLORADO, LLC	DE
CNU OF DELAWARE, LLC	DE
CNU OF FLORIDA, LLC	DE
CNU OF HAWAII, LLC	DE
CNU OF IDAHO, LLC	DE
CNU OF ILLINOIS, LLC	DE
CNU OF INDIANA, LLC	DE
CNU OF KANSAS, LLC	DE
CNU OF LOUISIANA, LLC	DE
CNU OF MAINE, LLC	DE
CNU OF MICHIGAN, LLC	DE
CNU OF MINNESOTA, LLC	DE
CNU OF MISSISSIPPI, LLC	DE
CNU OF MISSOURI, LLC	DE
CNU OF MONTANA, LLC	DE
CNU OF NEVADA, LLC	DE
CNU OF NEW HAMPSHIRE, LLC	DE
CNU OF NEW MEXICO, LLC	DE
CNU OF NORTH DAKOTA, LLC	DE
CNU OF OHIO, LLC	DE
CNU OF OKLAHOMA, LLC	DE
CNU OF OREGON, LLC	DE
CNU OF RHODE ISLAND, LLC	DE
CNU OF SOUTH CAROLINA, LLC	DE

ENTITY NAME	STATE
CNU OF SOUTH DAKOTA, LLC	DE
CNU OF TENNESSEE, LLC	DE
CNU OF TEXAS, LLC	DE
CNU OF UTAH, LLC	DE
CNU OF VIRGINIA, LLC	DE
CNU OF WASHINGTON, LLC	DE
CNU OF WISCONSIN, LLC	DE
CNU OF WYOMING, LLC	DE
CNU DOLLARS DIRECT, INC.	DE
CNU DOLLARS DIRECT LENDING, INC.	DE
CNU ONLINE HOLDINGS, LLC	DE
CNU TECHNOLOGIES OF ALABAMA, LLC	DE
CNU TECHNOLOGIES OF ARIZONA, LLC	DE
CNU TECHNOLOGIES OF CALIFORNIA, LLC	DE
CNU TECHNOLOGIES OF IOWA, LLC	DE
CNU TECHNOLOGIES OF NEW MEXICO, LLC	DE
CNU TECHNOLOGIES OF SOUTH CAROLINA, LLC	DE
CNU TECHNOLOGIES OF WISCONSIN, LLC	DE
DEBIT PLUS PAYMENT SOLUTIONS, LLC	DE
DEBIT PLUS SERVICES, LLC	DE
DEBIT PLUS TECHNOLOGIES, LLC	DE
DEBIT PLUS, LLC	DE
DOLLARSDIRECT, LLC	DE
ENOVA BRAZIL, LLC	DE
DP LABOR HOLDINGS, LLC
ENOVA FINANCIAL HOLDINGS, LLC	DE
ENOVA INTERNATIONAL GEC, LLC	DE
ENOVA INTERNATIONAL, INC.	DE
ENOVA ONLINE SERVICES, INC.	DE
EURONETCASH, LLC	DE
HEADWAY CAPITAL, LLC	DE
MOBILE LEASING GROUP, INC.	DE
NC FINANCIAL SOLUTIONS OF ALABAMA, LLC	DE
NC FINANCIAL SOLUTIONS OF ARIZONA, LLC	DE
NC FINANCIAL SOLUTIONS OF CALIFORNIA, LLC	DE
NC FINANCIAL SOLUTIONS OF COLORADO, LLC	DE
NC FINANCIAL SOLUTIONS OF DELAWARE, LLC	DE
NC FINANCIAL SOLUTIONS OF GEORGIA, LLC	DE
NC FINANCIAL SOLUTIONS OF IDAHO, LLC	DE
NC FINANCIAL SOLUTIONS OF ILLINOIS, LLC	DE
NC FINANCIAL SOLUTIONS OF KANSAS, LLC	DE
NC FINANCIAL SOLUTIONS OF MARYLAND, LLC	DE
NC FINANCIAL SOLUTIONS OF MISSISSIPPI, LLC	DE

ENTITY NAME	STATE
NC FINANCIAL SOLUTIONS OF MISSOURI, LLC	DE
NC FINANCIAL SOLUTIONS OF NEVADA, LLC	DE
NC FINANCIAL SOLUTIONS OF NEW MEXICO, LLC	DE
NC FINANCIAL SOLUTIONS OF NORTH DAKOTA, LLC	DE
NC FINANCIAL SOLUTIONS OF OHIO, LLC	DE
NC FINANCIAL SOLUTIONS OF SOUTH CAROLINA, LLC	DE
NC FINANCIAL SOLUTIONS OF SOUTH DAKOTA, LLC	DE
NC FINANCIAL SOLUTIONS OF TENNESSEE, LLC	DE
NC FINANCIAL SOLUTIONS OF TEXAS, LLC	DE
NC FINANCIAL SOLUTIONS OF UTAH, LLC	DE
NC FINANCIAL SOLUTIONS OF VIRGINIA, LLC	DE
NC FINANCIAL SOLUTIONS OF WISCONSIN, LLC	DE
NC FINANCIAL SOLUTIONS, LLC	DE
OHIO CONSUMER FINANCIAL SOLUTIONS, LLC	DE
THE CHECK GIANT NM, LLC	DE

EX-10.2

Exhibit 10.2

FOURTH AMENDMENT TO CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 12, 2014, is by and among CASH AMERICA INTERNATIONAL, INC., a Texas corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower party hereto (collectively, the “Guarantors”), the Lenders (as defined below) party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (as defined below) (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

W I T N E S S E T H

WHEREAS, the Borrower, the Guarantors, certain banks and financial institutions from time to time party thereto (the “Lenders”) and the Administrative Agent are parties to that certain Credit Agreement dated as of March 30, 2011 (as amended by that certain First Amendment to Credit Agreement dated as of November 29, 2011, that certain Second Amendment to Credit Agreement dated as of November 29, 2011, that certain Third Amendment to Credit Agreement dated as of May 10, 2013 and as further amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”);

WHEREAS, the Credit Parties have requested that the Lenders amend certain provisions of the Credit Agreement; and

WHEREAS, the Lenders are willing to make such amendments to the Credit Agreement, in accordance with and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

AMENDMENTS TO CREDIT AGREEMENT

1.1 New Definitions. The following definitions are hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:

“Enova” shall mean Enova International, Inc., a Delaware corporation and its Subsidiaries.

“Enova Disposition Date” shall mean the date on which the Initial Enova Disposition is consummated.

“Enova Indebtedness” shall mean Indebtedness in connection with (a) the Enova Note Issuance and (b) an unsecured revolving credit facility to be entered into by Enova International, Inc., as borrower, and guaranteed by the Domestic Subsidiaries of Enova International, Inc., in an aggregate principal amount not to exceed $75,000,000.

“Enova Note Issuance” shall mean the issuance of senior unsecured notes by Enova International, Inc. in an aggregate principal amount not to exceed $600,000,000 guaranteed by the Domestic Subsidiaries of Enova International, Inc.

“Fourth Amendment Effective Date” shall mean May 12, 2014.

“Initial Enova Disposition” shall mean the Borrower’s distribution of at least 80% of its ownership interest in Enova to the holders of the Equity Interests of the Borrower as part of the Enova Distribution.

“Offering Memorandum” shall mean the offering memorandum relating to the Enova Note Issuance prepared by Enova in connection with the Enova Indebtedness.

1.2 Amendment to definition of Additional Unsecured Senior Debt. The definition of Additional Unsecured Senior Debt set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Additional Unsecured Senior Debt” shall mean any Indebtedness of the Credit Parties (other than Subordinated Debt, the Enova Indebtedness and the Private Placement Notes) incurred or issued after the Closing Date (or, in the case of Assumed Indebtedness, incurred or issued prior to or after the Closing Date and assumed by a Credit Party after the Closing Date), including Assumed Indebtedness and other Indebtedness which (a) is not secured, directly or indirectly, or in whole or in part, by a Lien, and (b) does not contain any More Restrictive Covenants.

1.3 Amendment to definition of Disposition. The definition of Disposition set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Disposition” or “Dispose” shall mean the sale, transfer, license or other disposition (including any sale and leaseback transaction and any Dividend involving distributions of Property to equity holders of any Person) 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.

1.4 Amendment to definition of EBITDA. The definition of EBITDA set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“EBITDA” shall mean, with respect to any period, (a) Net Income for such period, plus (b) without duplication and to the extent deducted in determining Net Income for such period, (i) Interest Expense for such period, (ii) federal, state, local and foreign income and franchise taxes of the Borrower and its Subsidiaries for such period, (iii) depreciation and amortization expenses of the Borrower and its Subsidiaries for such period and other non-cash charges of the Borrower and its Subsidiaries, (iv) any extraordinary non-cash losses of the Borrower and its Subsidiaries for such period, (v) one-time, non-recurring charges related to corporate restructuring, including severance costs, in an aggregate amount not to exceed $18,000,000 during the term of this Agreement, and (v) one-time, non-recurring charges related to the early extinguishment of Indebtedness, in an aggregate amount not to exceed $15,000,000 during the term of this Agreement, minus (c) without duplication and to the extent included in determining Net Income for such period, any extraordinary gains and extraordinary non-cash credits of the Borrower and its Subsidiaries for such period.

1.5 Amendment to definition of Enova Disposition. The definition of Enova Disposition set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

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“Enova Disposition” shall mean the Initial Enova Disposition and Borrower’s disposition of any retained ownership interest in Enova following the Initial Enova Disposition.

1.6 Amendment to definition of Enova Disposition Documents. The definition of Enova Disposition Documents set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Enova Disposition Documents” shall mean, collectively, (a) the separation agreement, (b) the transition services agreement, (c) the stockholders and registration rights agreement, (d) the tax matters agreement, (e) the employee matters agreement, (f) the credit underwriting and services agreement and (g) the marketing and customer referral agreement and any other agreement identified, summarized, reasonably contemplated or described in the Offering Memorandum or that is otherwise customary to spin-off transactions similar to the Enova Disposition (including any modification, amendment or amendment and restatement of any such agreement).

1.7 Amendment to 1.3. Subclause (ii) contained in clause (c) of Section 1.3 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(ii) after any Disposition permitted by Section 6.5(e) or 6.5(p), (A) income statement items, cash flow statement items and balance sheet items (whether positive or negative) attributable to the Property or Assets disposed of shall be excluded in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrower and the Administrative Agent and (B) Indebtedness and applicable interest that is repaid substantially concurrently with the Disposition shall be excluded from such calculations and deemed to have been repaid as of the first day of such applicable period.

1.8 Amendments to 6.2. Section 6.2 of the Credit Agreement is hereby amended in the following respects:

(a) Clause (q) contained in such Section is hereby amended and restated in its entirety to read as follows:

(q) Additional Secured Senior Debt not to exceed 10% of Net Worth in aggregate principal amount at any time outstanding;

(b) The following clause (x) is hereby added to the end of such Section, and the appropriate punctuation and grammatical changes shall be made thereto:

(x) the Enova Indebtedness provided that (i) Enova shall have received Net Proceeds of not less than $400,000,000 in connection with the Enova Note Issuance, (ii) 100% of such Net Proceeds shall be promptly used by Enova to repay all intercompany indebtedness owed by Enova to the Borrower and pay a cash dividend to the Borrower, (iii) such Indebtedness shall be permitted to be outstanding pursuant to this Section 6.2(x) until the earlier of (A) the consummation of the Initial Enova Disposition and (B) May 31, 2015, (iv) such Indebtedness shall not be recourse to any Credit Party or any Subsidiaries other than Enova and (v) the Offering Memorandum relating to such Enova Indebtedness shall provide that the mandatory redemption or repurchase contained therein shall (A) not be exercisable if on or before March 31, 2015 Enova is released as a Guarantor under the Credit Documents (and as a Guarantor under any other Indebtedness the release of which is automatically effected as a result of Enova’s release as a Guarantor under the Credit Documents) and (B) not be exercisable by the holders of the Enova Indebtedness prior to March 31, 2015.

3

1.9 Amendments to 6.3. Section 6.3 of the Credit Agreement is hereby amended by adding the following provision to the end of such Section:

Notwithstanding anything to the contrary contained herein, (a) from and after the Fourth Amendment Effective Date, none of the Credit Parties nor their Subsidiaries (other than Enova) shall make any additional Investments in Enova or make any further cash distributions to Enova, (b) none of the Credit Parties nor their Subsidiaries (other than Enova) shall make any Investment (including, without limitation, Acquisitions) in any Person (other than Credit Parties other than Enova) that generates a majority of its revenue from the cash advance or payday advance business without the consent of the Administrative Agent and (c) the aggregate amount of Investments made by the Credit Parties and their Subsidiaries in Enova outstanding as of the Fourth Amendment Effective Date shall not exceed $400,000,000.

1.10 Amendment to 6.5. Section 6.5 of the Credit Agreement is hereby amended in the following respects:

(a) Clause (p) contained in such Section is hereby amended and restated in its entirety to read as follows:

(p) the Enova Disposition; provided that the Initial Enova Disposition shall occur no later than May 31, 2015.

(b) Subclause (ii) appearing in Clause (e) contained in such Section is hereby amended and restated in its entirety to read as follows:

(ii) the aggregate amount of such Dispositions not otherwise permitted in clauses (a) through (e) above during any fiscal year shall not exceed 10% of Consolidated Total Assets as of the last day of the immediately preceding fiscal year without the prior consent of the Required Lenders;

1.11 Amendment to 6.6. Section 6.6 of the Credit Agreement is hereby amended in the following respects:

(a) The proviso appearing at the end of subclause (b)(iv) contained in such Section is hereby amended and restated in its entirety to read as follows:

; provided however, the sum of all Restricted Payments made pursuant to clause (iii) above and this clause (iv) shall not exceed an aggregate amount equal to (A) prior Enova Disposition Date, the sum of (1) $238,475,000 plus (2) 50% of cumulative Net Income after September 30, 2010 and (B) following the Enova Disposition Date, the sum of (1) $200,000,000 plus (2) 50% of cumulative Net Income beginning with the first full fiscal quarter ending after the Enova Disposition Date;

(b) A new sentence is hereby added to the end of such Section to read as follows:

Notwithstanding that the Private Placement Notes and the Enova Indebtedness is not Additional Unsecured Senior Debt, (a) the Borrower may make prepayments and regularly scheduled payments of principal and interest on the Private Placement Notes

4

and (b) Enova (but no other Credit Party) may make prepayments and regularly scheduled payments of principal and interest on the Enova Indebtedness, in each case only if there shall exist no Default or Event of Default prior to or after giving effect to any such prepayment or principal or interest payment.

1.12 Amendment to 6.10. Section 6.10 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

The Credit Parties shall not, and shall not permit any Domestic Subsidiary to, enter into any Contractual Obligation (other than pursuant to the Enova Indebtedness) that limits the ability of any Domestic Subsidiary to make Dividends or other Dispositions to the Borrower or to otherwise transfer Property to the Borrower.

1.13 Amendment to 6.18. Clause (c) contained in Section 6.18 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(c) Minimum Net Worth. The Borrower shall not permit Net Worth to be less than the sum of (i) at all times prior to the Enova Disposition Date, (A) $563,049,000 plus (B) 50% of Net Income (with no deduction for net losses during any quarterly period) earned after September 30, 2010, plus (C) 100% of the Net Proceeds received by the Borrower and its Subsidiaries from the issuance and sale of Capital Stock of the Borrower or any Subsidiary (other than an issuance to the Borrower or a wholly-owned Subsidiary), including any conversion of debt securities of the Borrower into such Capital Stock after September 30, 2010 to the extent of any increase in Net Worth resulting therefrom or (ii) at all times following the Enova Disposition Date, (A) an amount equal to Net Worth as shown on the Balance Sheet delivered pursuant to Section 5.1 for the first reporting date after the Enova Disposition less $135,000,000, plus (B) 50% of Net Income (excluding the amount of Net Income attributable to Enova and with no deduction for net losses during any quarterly period) earned after the Fourth Amendment Effective Date, plus (C) 100% of the Net Proceeds received by the Borrower and its Subsidiaries (other than Enova) from the issuance and sale of Capital Stock of the Borrower or any Subsidiary (other than Enova and other than an issuance to the Borrower or a wholly-owned Subsidiary), including any conversion of debt securities of the Borrower into such Capital Stock after the Fourth Amendment Effective Date to the extent of any increase in Net Worth resulting therefrom.

1.14 Amendment to Article IX. A new Section 9.27 is hereby added to the end of Article IX of the Credit Agreement to read as follows:

9.27 Release of Enova. The Administrative Agent shall be permitted, in its reasonable discretion, to release Enova from the Guaranty; provided, however, (a) the Administrative Agent shall provide written notice to the Company not less than five (5) Business Days prior to such release, (b) such release shall not occur prior to October 31, 2014 and (c) to the extent the Initial Enova Disposition has not occurred by May 31, 2015 and Enova was previously released from the Guaranty pursuant to this Section 9.27, the Credit Parties shall cause Enova to become a Guarantor hereunder in accordance with the terms of Section 5.15 of this Agreement. To the extent Enova is released as a Guarantor pursuant to this Section, for purposes of all calculations made in determining compliance for any applicable period with the financial covenants set forth in Section 6.18 and for purposes of determining the Applicable Margin (i) the income statement items, cash flow statement items and balance sheet items (whether positive or negative) attributable to Enova shall be excluded in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrower and the Administrative Agent and (ii) Indebtedness and applicable interest that is repaid substantially concurrently with such release shall be excluded from such calculations and deemed to have been repaid as of the first day of such applicable period.

5

ARTICLE II

CONDITIONS TO EFFECTIVENESS

2.1 Closing Conditions. This Amendment shall become effective as of the day and year set forth above (the “Amendment Effective Date”) upon satisfaction of the following conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent):

(a) Executed Amendments. The Administrative Agent shall have received a copy of this Amendment duly executed by each of the Credit Parties, the Lenders and the Administrative Agent.

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

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

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

Promptly upon satisfaction of the aforesaid closing conditions, the Administrative Agent shall notify the parties hereto that this Amendment has become effective as of the Amendment Effective Date.

ARTICLE III

MISCELLANEOUS

3.1 Amended Terms. On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.

3.2 Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows:

(a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

6

(c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment.

(d) The representations and warranties set forth in Article III of the Credit Agreement are true and correct as of the date hereof (except for those which expressly relate to an earlier date).

(e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default.

(f) Except as expressly set forth in this Amendment, the Obligations of the Credit Parties are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

3.3 Reaffirmation of Credit Party Obligations. Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Obligations of the Credit Parties.

3.4 Credit Document. This Amendment shall constitute a Credit Document under the terms of the Credit Agreement.

3.5 Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Administrative Agent’s legal counsel.

3.6 Further Assurances. The Credit Parties agree to promptly take such action, upon the request of the Administrative Agent, as is reasonably necessary to carry out the intent of this Amendment.

3.7 Entirety. This Amendment and the other Credit Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

3.8 Counterparts; Telecopy. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an original will be delivered.

3.9 No Actions, Claims, Etc. As of the date hereof, each of the Credit Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.

7

3.10 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

3.11 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

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

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

8

CASH AMERICA INTERNATIONAL, INC. AMENDMENT TO CREDIT AGREEMENT

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

BORROWER:	CASH AMERICA INTERNATIONAL, INC.
	By:	/s/ Austin D. Nettle
	Name:	Austin D. Nettle
	Title:	Vice President and Treasurer
GUARANTORS:	ENOVA INTERNATIONAL, INC.
	By:	/s/ Austin D. Nettle
	Name:	Austin D. Nettle
	Title:	Vice President and Assistant Treasurer
	CASH AMERICA MANAGEMENT L.P. CASH AMERICA PAWN L.P.
	By:	Cash America Holding, Inc.
		The General Partner of each of the foregoing entities
		By:	/s/ Austin D. Nettle
		Name:	Austin D. Nettle
		Title:	Vice President and Treasurer
	OHIO NEIGHBORHOOD CREDIT SOLUTIONS, LLC
	By:	Ohio Neighborhood Finance, Inc.,
		Its sole member
		By:	/s/ Austin D. Nettle
		Name:	Austin D. Nettle
		Title:	Vice President and Treasurer

[Signature page to Fourth Amendment to Credit Agreement – Cash America]

BRONCO PAWN & GUN, INC.

CASH AMERICA ADVANCE, INC.

CASH AMERICA FINANCIAL SERVICES, INC.

CASH AMERICA FRANCHISING, INC.

CASH AMERICA GLOBAL FINANCING, INC.

CASH AMERICA GLOBAL SERVICES, INC.

CASH AMERICA HOLDING, INC.

CASH AMERICA, INC.

CASH AMERICA, INC. OF ALABAMA

CASH AMERICA, INC. OF ALASKA

CASH AMERICA, INC. OF COLORADO

CASH AMERICA, INC. OF ILLINOIS

CASH AMERICA, INC. OF INDIANA

CASH AMERICA, INC. OF KENTUCKY

CASH AMERICA, INC. OF LOUISIANA

CASH AMERICA OF MISSOURI, INC.

CASH AMERICA, INC. OF NEVADA

CASH AMERICA, INC. OF NORTH CAROLINA

CASH AMERICA, INC. OF OKLAHOMA

CASH AMERICA, INC. OF SOUTH CAROLINA

CASH AMERICA, INC. OF TENNESSEE

CASH AMERICA, INC. OF UTAH

CASH AMERICA, INC. OF VIRGINIA

CASH AMERICA INTERNET SALES, INC.

CASH AMERICA OF MEXICO, INC.

CASH AMERICA PAWN, INC. OF OHIO

CASHLAND FINANCIAL SERVICES, INC.

CNU DOLLARSDIRECT INC.

CNU DOLLARSDIRECT LENDING INC.

DOC HOLLIDAY’S PAWNBROKERS & JEWELLERS, INC.

ENOVA ONLINE SERVICES, INC.

EXPRESS CASH INTERNATIONAL CORPORATION

FLORIDA CASH AMERICA, INC.

GAMECOCK PAWN & GUN, INC.

GEORGIA CASH AMERICA, INC.

HORNET PAWN & GUN, INC.

LONGHORN PAWN AND GUN, INC.

MOBILE LEASING GROUP, INC.

MR. PAYROLL CORPORATION

OHIO NEIGHBORHOOD FINANCE, INC.

TIGER PAWN & GUN, INC.

UPTOWN CITY PAWNERS, INC.

VINCENT’S JEWELERS AND LOAN, INC.

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

[Signature page to Fourth Amendment to Credit Agreement – Cash America]

CNU OF ALABAMA, LLC

CNU OF ALASKA, LLC

CNU OF ARIZONA, LLC

CNU OF CALIFORNIA, LLC

CNU OF COLORADO, LLC

CNU OF DELAWARE, LLC

CNU OF FLORIDA, LLC

CASHNETUSA OF FLORIDA, LLC

CNU OF HAWAII, LLC

CNU OF IDAHO, LLC

CNU OF ILLINOIS, LLC

CNU OF INDIANA, LLC

CNU OF KANSAS, LLC

CNU OF LOUISIANA, LLC

CNU OF MAINE, LLC

CASHNET CSO OF MARYLAND, LLC

CNU OF MICHIGAN, LLC

CNU OF MINNESOTA, LLC

CNU OF MISSISSIPPI, LLC

CNU OF MISSOURI, LLC

CNU OF MONTANA, LLC

CNU OF NEVADA, LLC

CNU OF NEW HAMPSHIRE, LLC

CNU OF NEW MEXICO, LLC

By:	CNU Online Holdings, LLC,
	The sole member of each of the foregoing entities
	By:	/s/ Austin D. Nettle
	Name:	Austin D. Nettle
	Title:	Vice President and Treasurer

CNU ONLINE HOLDINGS, LLC

DEBIT PLUS, LLC

BILLERS ACCEPTANCE GROUP, LLC

DP LABOR HOLDINGS, LLC

PF LABOR HOLDINGS, LLC

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

[Signature page to Fourth Amendment to Credit Agreement – Cash America]

CNU OF NORTH DAKOTA, LLC

CNU OF OHIO, LLC

OHIO CONSUMER FINANCIAL SOLUTIONS, LLC

CNU OF OKLAHOMA, LLC

CNU OF OREGON, LLC

CNU OF RHODE ISLAND, LLC

CNU OF SOUTH CAROLINA, LLC

CNU OF SOUTH DAKOTA, LLC

CNU OF TENNESSEE, LLC

CNU OF TEXAS, LLC

CNU OF UTAH, LLC

CNU OF VIRGINIA, LLC

CNU OF WASHINGTON, LLC

CNU OF WISCONSIN, LLC

CNU OF WYOMING, LLC

DOLLARSDIRECT, LLC

CNU TECHNOLOGIES OF ALABAMA, LLC

CNU TECHNOLOGIES OF ARIZONA, LLC

CNU TECHNOLOGIES OF CALIFORNIA, LLC

CNU TECHNOLOGIES OF IOWA, LLC

CNU TECHNOLOGIES OF NEW MEXICO, LLC

CNU TECHNOLOGIES OF SOUTH CAROLINA, LLC

CNU TECHNOLOGIES OF WISCONSIN, LLC

HEADWAY CAPITAL, LLC (f/k/a TrafficGen, LLC)

CASHEURONET UK, LLC

EURONETCASH, LLC

ENOVA BRAZIL, LLC

AEL NET MARKETING, LLC

ENOVA INTERNATIONAL GEC, LLC (f/k/a AEL Net of Illinois, LLC)

AEL NET OF MISSOURI, LLC

NC FINANCIAL SOLUTIONS, LLC

By:	CNU Online Holdings, LLC,
	The sole member of each of the foregoing entities
	By:	/s/ Austin D. Nettle
	Name:	Austin D. Nettle
	Title:	Vice President and Treasurer

[Signature page to Fourth Amendment to Credit Agreement – Cash America]

NC FINANCIAL SOLUTIONS OF ALABAMA, LLC

NC FINANCIAL SOLUTIONS OF ARIZONA, LLC

NC FINANCIAL SOLUTIONS OF CALIFORNIA, LLC

NC FINANCIAL SOLUTIONS OF COLORADO, LLC

NC FINANCIAL SOLUTIONS OF DELAWARE, LLC

NC FINANCIAL SOLUTIONS OF GEORGIA, LLC

NC FINANCIAL SOLUTIONS OF IDAHO, LLC

NC FINANCIAL SOLUTIONS OF ILLINOIS, LLC

NC FINANCIAL SOLUTIONS OF KANSAS, LLC

NC FINANCIAL SOLUTIONS OF MARYLAND, LLC

NC FINANCIAL SOLUTIONS OF MISSISSIPPI, LLC

NC FINANCIAL SOLUTIONS OF MISSOURI, LLC

NC FINANCIAL SOLUTIONS OF NEVADA, LLC

NC FINANCIAL SOLUTIONS OF NEW MEXICO, LLC

NC FINANCIAL SOLUTIONS OF NORTH DAKOTA, LLC

NC FINANCIAL SOLUTIONS OF OHIO, LLC

NC FINANCIAL SOLUTIONS OF SOUTH CAROLINA, LLC

NC FINANCIAL SOLUTIONS OF SOUTH DAKOTA, LLC

NC FINANCIAL SOLUTIONS OF TENNESSEE, LLC

NC FINANCIAL SOLUTIONS OF TEXAS, LLC

NC FINANCIAL SOLUTIONS OF UTAH, LLC

NC FINANCIAL SOLUTIONS OF VIRGINIA, LLC

NC FINANCIAL SOLUTIONS OF WISCONSIN, LLC

By:	NC Financial Solutions, LLC
	The sole member of each of the foregoing entities
	By:	/s/ Austin D. Nettle
	Name:	Austin D. Nettle
	Title:	Vice President and Treasurer

CASHNETUSA CO LLC

CASHNETUSA OR LLC

THE CHECK GIANT NM LLC

By:	CNU of New Mexico, LLC,
	Manager of each of the foregoing entities
	By:	CNU Online Holdings, LLC
		Its sole member
	By:	/s/ Austin D. Nettle
	Name:	Austin D. Nettle
	Title:	Vice President and Treasurer

[Signature page to Fourth Amendment to Credit Agreement – Cash America]

DEBIT PLUS TECHNOLOGIES, LLC

DEBIT PLUS SERVICES, LLC

DEBIT PLUS PAYMENT SOLUTIONS, LLC

By:	Debit Plus, LLC,
	The sole member of each of the foregoing entities
	By:	/s/ Austin D. Nettle
	Name:	Austin D. Nettle
	Title:	Vice President and Treasurer

STRATEGIC RECEIVABLE MANAGEMENT SOLUTIONS, LLC
By:	/s/ Austin D. Nettle
Name:	Austin D. Nettle
Title:	Vice President and Treasurer
ENOVA FINANCIAL HOLDINGS, LLC
By:	/s/ Austin D. Nettle
Name:	Austin D. Nettle
Title:	Vice President and Treasurer

CAMEX HOLDING, LLC
By:	Cash America of Mexico, Inc.,
	Its sole member
	By:	/s/ Austin D. Nettle
	Name:	Austin D. Nettle
	Title:	Vice President and Treasurer

[Signature page to Fourth Amendment to Credit Agreement – Cash America]

ADMINISTRATIVE AGENT:	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent
	By:	/s/ Jeff Bundy
	Name:	Jeffrey D. Bundy
	Title:	Vice President

[Signature page to Fourth Amendment to Credit Agreement – Cash America]

LENDERS:	KEYBANK NATIONAL ASSOCIATION, as a Lender
	By:	/s/ Geoffrey Smith
	Name:	Geoffrey Smith
	Title:	Senior Vice President

LENDERS:	U.S. Bank, National Association, as a Lender
	By:	/s/ Patrick McGraw
	Name:	Patrick McGraw
	Title:	Senior Vice President

LENDERS:	AMEGY BANK NATIONAL ASSOCIATION, as a Lender
	By:	/s/ Daniel L. Cox
	Name:	Daniel L. Cox
	Title:	Senior Vice President

LENDERS:	First Tennessee Bank National Association, as a Lender
	By:	/s/ Joseph M. Evangelisti
	Name:	Joseph M. Evangelisti
	Title:	Executive Vice President

[Signature page to Fourth Amendment to Credit Agreement – Cash America]

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

[Signature page to Fourth Amendment to Credit Agreement – Cash America]

LENDERS:	BOKF, NA dba Bank of Texas, as a Lender
	By:	/s/ Mattson H. Uihlein
	Name:	Mattson H. Uihlen
	Title:	Banking Officer

[Signature page to Fourth Amendment to Credit Agreement – Cash America]