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

Exhibit 10.1
 

 

 

CASH AMERICA INTERNATIONAL, INC.

NOTE PURCHASE AGREEMENT

$25,000,000 7.26%Senior Notes due January 28, 2017

Dated January 28, 2010

 

 

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

TABLE OF CONTENTS

				Page
1.		AUTHORIZATION OF NOTES			1
2.		SALE AND PURCHASE OF NOTES			1
3.		CLOSING			1
4.		CONDITIONS TO CLOSING			2
		4.1. Representations and Warranties			2
		4.2. Performance; No Default			2
		4.3. Compliance Certificates			2
		4.4. Opinions of Counsel			2
		4.5. Purchase Permitted By Applicable Law, etc.			3
		4.6. Sale of Other Notes			3
		4.7. Payment of Special Counsel Fees			3
		4.8. Private Placement Number			3
		4.9. Changes in Corporate Structure			3
		4.10. Funding Instructions			3
		4.11. Loan Documents			4
		4.12. Proceedings and Documents			4
5.		REPRESENTATIONS AND WARRANTIES OF THE COMPANY			4
		5.1. Organization; Power and Authority			4
		5.2. Authorization, etc.			5
		5.3. Disclosure			5
		5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates			5
		5.5. Financial Statements; Material Liabilities			6
		5.6. Compliance with Laws, Other Instruments, etc.			6
		5.7. Governmental Authorizations, etc.			7
		5.8. Litigation; Observance of Agreements, Statutes and Orders			7
		5.9. Taxes			7
		5.10. Title to Property; Leases			7
		5.11. Licenses, Permits, etc.			8
		5.12. Compliance with ERISA			8
		5.13. Private Offering by the Company			9
		5.14. Use of Proceeds; Margin Regulations			9
		5.15. Existing Indebtedness; Liens			10
		5.16. Foreign Assets Control Regulations, etc.			10
		5.17. Status under Certain Statutes			11
		5.18. Environmental Matters			11
6.		REPRESENTATIONS OF THE PURCHASERS			11
		6.1. Purchase for Investment			11
		6.2. Source of Funds			12
7.		INFORMATION AS TO COMPANY			13
		7.1. Financial and Business Information			13
		7.2. Officer’s Certificate			16

TABLE OF CONTENTS
(continued)

				Page
		7.3. Visitation			16
8.		PAYMENT AND PREPAYMENT OF THE NOTES			17
		8.1. Required Prepayments			17
		8.2. Optional Prepayments with Make-Whole Amount			17
		8.3. Allocation of Partial Prepayments			18
		8.4. Maturity; Surrender, etc			18
		8.5. Purchase of Notes			18
		8.6. Make-Whole Amount			18
		8.7. Offer to Prepay Upon Disposition of Certain Assets			20
		8.8. Change in Control			21
9.		AFFIRMATIVE COVENANTS			23
		9.1. Compliance with Law			23
		9.2. Insurance			23
		9.3. Maintenance of Properties			23
		9.4. Payment of Taxes and Claims			23
		9.5. Corporate Existence, etc			24
		9.6. Books and Records			24
		9.7. Compliance with Loan Documents			24
10.		NEGATIVE COVENANTS			24
		10.1. Transactions with Affiliates			24
		10.2. Merger, Consolidation, Disposition of Properties, etc			25
		10.3. Line of Business			26
		10.4. Terrorism Sanctions Regulations			26
		10.5. Liens			26
		10.6. Consolidated Indebtedness for Money Borrowed			26
		10.7. Fixed Charge Coverage			27
		10.8. Limitation on Subsidiary Indebtedness			27
		10.9. Limitation on Acquisition of New Subsidiaries			27
		10.10. Consolidated Net Worth			30
11.		EVENTS OF DEFAULT			30
12.		REMEDIES ON DEFAULT, ETC			32
		12.1. Acceleration			32
		12.2. Other Remedies			33
		12.3. Rescission			33
		12.4. No Waivers or Election of Remedies, Expenses, etc			33
13.		REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES			33
		13.1. Registration of Notes			33
		13.2. Transfer and Exchange of Notes			34
		13.3. Replacement of Notes			34

TABLE OF CONTENTS
(continued)

				Page
14.		PAYMENTS ON NOTES			35
		14.1. Place of Payment			35
		14.2. Home Office Payment			35
15.		EXPENSES, ETC.			35
		15.1. Transaction Expenses			35
		15.2. Survival			36
16.		SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT			36
17.		AMENDMENT AND WAIVER			36
		17.1. Requirements			36
		17.2. Solicitation of Holders of Notes			37
		17.3. Binding Effect, etc.			37
		17.4. Notes Held by Company, etc.			37
18.		NOTICES			37
19.		REPRODUCTION OF DOCUMENTS			38
20.		CONFIDENTIAL INFORMATION			38
21.		SUBSTITUTION OF PURCHASER			39
22.		MISCELLANEOUS			40
		22.1. Successors and Assigns			40
		22.2. Payments Due on Non-Business Days			40
		22.3. Interest			40
		22.4. Accounting Terms			41
		22.5. Severability			41
		22.6. Construction, etc.			41
		22.7. Counterparts			42
		22.8. Governing Law			42
		22.9. Jurisdiction and Process; Waiver of Jury Trial			42
		22.10. Indemnification			43
		22.11. Survival of Indemnities, etc.			43

Schedules and Exhibits

Tab A:		Schedule A		—		Information Relating to Purchasers
Tab B:		Schedule B		—		Defined Terms
Tab C:		Schedule 5.3		—		Disclosure Materials
		Schedule 5.4		—		Subsidiaries of the Company and Ownership of Subsidiary Stock
		Schedule 5.5		—		Financial Statements
		Schedule 5.15		—		Existing Indebtedness
		Schedule 10.5		—		Permitted Liens
Tab D:		Exhibit 1		—		Form of 7.26% Senior Note due January 28, 2017
Tab E:		Exhibit 2		—		Form of Joint and Several Guaranty
Tab F:		Exhibit 3		—		Form of Subrogation and Contribution Agreement
Tab G:		Exhibit 4.4(a)		—		Opinion of Special Counsel for the Loan Parties
		Exhibit 4.4(b)		—		Opinion of General Counsel for the Loan Parties
		Exhibit 4.4(c)		—		Opinion of Special Counsel for the Purchasers

CASH AMERICA INTERNATIONAL, INC.

1600 West 7th Street, Fort Worth, Texas 76102-2599

$25,000,000 7.26% Senior Notes due January 28, 2017

January 28, 2010

To each of the Purchasers
listed in Schedule A hereto:

Ladies and Gentlemen:

     Cash America International, Inc., a Texas corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

1. AUTHORIZATION OF NOTES.

     The Company will authorize the issue and sale of $25,000,000 aggregate principal amount of its 7.26% Senior Notes due January 28, 2017 (the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 13). The Notes shall be substantially in the form set out in Exhibit 1. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

2. SALE AND PURCHASE OF NOTES.

     Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

3. CLOSING.

     The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Bingham McCutchen LLP, at 399 Park Avenue, New York, NY 10022, at 10:00 a.m., New York time, at a closing (the “Closing”) on January 28, 2010. At the Closing the Company will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at least $500,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number 4761053503 at

Wells Fargo Bank, National Association, Fort Worth, Texas, ABA number 121000248. If at the Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.

4. CONDITIONS TO CLOSING.

     Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

     4.1. Representations and Warranties.

     The representations and warranties of the Loan Parties in this Agreement and the other Loan Documents shall be correct when made and at the time of the Closing.

     4.2. Performance; No Default.

     The Loan Parties shall have performed and complied with all agreements and conditions contained in this Agreement and the other Loan Documents required to be performed or complied with by them prior to or at the Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 10.1, 10.3, 10.4, 10.5 or 10.8 had such Sections applied since such date.

     4.3. Compliance Certificates.

     (a) Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing and satisfactory in form and substance to the Purchasers, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

     (b) Secretary’s Certificate. The Company and each Significant Subsidiary shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing and satisfactory in form and substance to the Purchasers, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Loan Documents.

     4.4. Opinions of Counsel.

     Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Hunton & Williams LLP, special counsel for the Loan Parties, substantially in the form of Exhibit 4.4(a) (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), (b) from J. Curtis Linscott, General

Counsel to the Loan Parties, substantially in the form of Exhibit 4.4(b) (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (c) from Bingham McCutchen LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form of Exhibit 4.4(c).

     4.5. Purchase Permitted By Applicable Law, etc.

     On the date of the Closing such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

     4.6. Sale of Other Notes.

     Contemporaneously with the Closing the Company shall sell to each other Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in Schedule A.

     4.7. Payment of Special Counsel Fees.

     Without limiting the provisions of Section 15.1, the Company shall have paid on or before the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing.

     4.8. Private Placement Number.

     A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for the Notes.

     4.9. Changes in Corporate Structure.

     The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

     4.10. Funding Instructions.

     At least three Business Days prior to the date of the Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company

confirming the information specified in Section 3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the Notes is to be deposited.

     4.11. Loan Documents.

     Each Guarantor and the Company shall have duly authorized, executed and delivered to the Purchasers a Joint and Several Guaranty (collectively, as may be amended, supplemented or otherwise modified from time to time, the “Joint and Several Guaranty”) and a Subrogation and Contribution Agreement (collectively, as may be amended, supplemented or otherwise modified from time to time, the “Subrogation and Contribution Agreement”), each dated the date of the Closing, in the forms of Exhibit 2 and Exhibit 3, respectively. Each other Loan Document shall (a) have been duly authorized, executed, acknowledged (if appropriate) and delivered by the respective Loan Parties thereto, (b) be dated the date of the Closing, (c) be in form and substance satisfactory to the Purchasers and (d) be in full force and effect on the date of the Closing without any default existing thereunder. A counterpart of each Loan Document executed by the Loan Parties thereto shall have been delivered to the Purchasers or its special counsel. Each Loan Document shall constitute the valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with the terms thereof.

     4.12. Proceedings and Documents.

     All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     The Company represents and warrants to each Purchaser that:

     5.1. Organization; Power and Authority.

     The Company and each Subsidiary is a corporation, partnership or limited liability company (as the case may be) duly organized or formed (as the case may be), validly existing and in good standing under the laws of its jurisdiction of incorporation or formation (as the case may be), and is duly qualified as a foreign corporation, partnership or limited liability company (as the case may be) and is in good standing in each jurisdiction in which such qualification is required by law, 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. The Company and each Subsidiary has the corporate, partnership or limited liability company power (as the case may be) 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 the Loan Documents to which it is a party and to perform the provisions thereof.

     5.2. Authorization, etc.

     The Loan Documents have been duly authorized by all necessary corporate action on the part of the Loan Parties, and this Agreement constitutes, and upon execution and delivery thereof each Note and each other Loan Document will constitute, a legal, valid and binding obligation of each Loan Party a party thereto enforceable against such Loan Party in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

     5.3. Disclosure.

     The Company, through its agent, KeyBanc Capital Markets Inc., a Division of McDonald Investments Inc., has delivered to each Purchaser a copy of the Offering Memorandum, dated December 2009 (the “Memorandum”), relating to the transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the Company and its Subsidiaries. This Agreement, the other Loan Documents, the Memorandum and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company in connection with the transactions contemplated hereby and identified in Schedule 5.3, and the financial statements listed in Schedule 5.5 (this Agreement, the Memorandum and such documents, certificates or other writings and such financial statements delivered to each Purchaser prior to December 18, 2009 being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Disclosure Documents, since December 31, 2008, there has been no change in the financial condition, operations, business, properties or prospects of the Company or any Subsidiary 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 that has not been set forth herein or in the Disclosure Documents.

     5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates.

     (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers.

     (b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4).

     (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, 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. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

     (d) Other than Creazione Estilo, S.A. de C.V., SOFOM, E.N.R., which is prohibited from paying dividends until January 1, 2011 pursuant to that certain Shareholders Agreement dated December 16, 2008 among Cash America of Mexico, Inc. and the other shareholders of Creazione Estilo, S.A. de C.V., SOFOM, E.N.R. (the “Creazione Shareholders Agreement”), no Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this Agreement and the other Loan Documents, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

     5.5. Financial Statements; Material Liabilities.

     The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

     5.6. Compliance with Laws, Other Instruments, etc.

     The execution, delivery and performance by the Company of this Agreement and the Notes, and by each Loan Party of the Loan Documents to which such Loan Party is a party, will not (i) 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, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, 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, (ii) 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 (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

     5.7. 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 any of the Loan Parties of any of the Loan Documents.

     5.8. Litigation; Observance of Agreements, Statutes and Orders.

     (a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

     (b) Neither the Company nor any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws or the USA Patriot Act) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

     5.9. Taxes.

     The Company and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which is not individually or in the aggregate Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Company knows of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of Federal, state or other taxes for all fiscal periods are adequate. The Federal income tax liabilities of the Company and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended 2004.

     5.10. Title to Property; Leases.

     The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise

disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

     5.11. Licenses, Permits, etc.

     (a) The Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others.

     (b) To the best knowledge of the Company, no product of the Company or any of its Subsidiaries infringes in any material respect on any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person.

     (c) To the best knowledge of the Company, there is no Material violation by any Person of any right of the Company or any of its Subsidiaries with respect to any patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by the Company or any of its Subsidiaries.

     5.12. Compliance with ERISA.

     (a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code or section 4068 of ERISA, other than such liabilities or Liens as would not be individually or in the aggregate Material.

     (b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

     (c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or

4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.

     (d) The expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material.

     (e) The execution and delivery of the Loan Documents and the issuance and sale of the Notes under this Agreement will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Company to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the Notes to be purchased by such Purchaser.

     5.13. Private Offering by the Company.

     Neither the Company nor anyone acting on its behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person other than the Purchasers and not more than 15 other Institutional Investors (as defined in clause (c) to the definition of such term), each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

     5.14. Use of Proceeds; Margin Regulations.

     The Company will apply the proceeds of the sale of the Notes solely to pay the costs and expenses described in Section 15.1, to repay Indebtedness of the Company pursuant to the Existing Bank Loan Agreement and for general corporate purposes. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

     5.15. Existing Indebtedness; Liens

     (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness for Money Borrowed of the Company and its Subsidiaries as of December 31, 2009 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

     (b) Neither the Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5.

     (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of any Loan Party, except as specifically indicated in Schedule 5.15. The Existing Bank Loan Agreement has not been restated, amended, supplemented or otherwise modified since November 21, 2008.

     5.16. Foreign Assets Control Regulations, etc.

     (a) Neither the sale of the Notes by the Company hereunder nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended (50 U.S.C. App. 1 et seq.), or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

     (b) Neither the Company nor any Subsidiary (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii) knowingly engages in any dealings or transactions with any such Person. The Company and its Subsidiaries are in compliance, in all material respects, with the USA Patriot Act.

     (c) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else

acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such Act applies to the Company.

     5.17. Status under Certain Statutes.

     Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 2005, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.

     5.18. Environmental Matters.

     (a) Neither the Company nor any Subsidiary has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against the Company or any of its Subsidiaries or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

     (b) Neither the Company nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

     (c) Neither the Company nor any Subsidiary has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them and has not disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect; and

     (d) All buildings on all real properties now owned, leased or operated by the Company or any Subsidiary are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.

6. REPRESENTATIONS OF THE PURCHASERS.

     6.1. Purchase for Investment.

     Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser of its property shall at all times be within such Purchaser’s control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an

exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

     6.2. Source of Funds.

     Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:

     (a) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

     (b) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

     (c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

     (d) the Source constitutes assets of an “investment fund” (within the meaning of Part V of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the

definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this clause (d); or

     (e) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Section IV(d) of the INHAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or

     (f) the Source is a governmental plan; or

     (g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or

     (h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.

7. INFORMATION AS TO COMPANY.

     7.1. Financial and Business Information.

     The Company shall deliver to each holder of Notes that is an Institutional Investor:

     (a) Quarterly Statements — within 60 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,

     (i) a consolidated balance sheet of the Company and the Consolidated Subsidiaries as at the end of such quarter, and

     (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and the Consolidated Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a), provided, further, that the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made its Form 10-Q available on “EDGAR” and on its home page on the worldwide web (at the date of this Agreement located at: http//www.cashamerica.com) and shall have given each Purchaser prior notice of such availability on EDGAR and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

     (b) Annual Statements — within 120 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of

     (i) a consolidated balance sheet of the Company and the Consolidated Subsidiaries as at the end of such year, and

     (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and the Consolidated Subsidiaries for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances provided that the Company shall be deemed to have made delivery within the time period specified above of the Company’s Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Company shall be deemed to have made such delivery of such annual statements if it shall have timely made Electronic Delivery of its Form 10-K;

     (c) SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the

Company or any Subsidiary to its principal lending banks as a whole (excluding information sent to such banks in the ordinary course of administration of a bank facility, such as information relating to pricing and borrowing availability) or to its public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material, provided that that the Company shall be deemed to have made delivery of the documents in clause (ii) if it shall have timely made Electronic Delivery of such documents;

     (d) Notice of Default or Event of Default — promptly, and in any event within five days after a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

     (e) ERISA Matters — promptly, and in any event within five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

     (i) with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, that, alone or together with one or more such reportable events which shall have occurred prior to the date of such notice, could reasonably be expected to have a Material Adverse Effect, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or

     (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multi-employer Plan that such action has been taken by the PBGC with respect to such Multi-employer Plan; or

     (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

     (f) Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; and

     (g) Requested Information — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries (including, but without limitation, actual copies of the Company’s Form 10-Q and Form 10-K) or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of Notes.

     7.2. Officer’s Certificate.

     Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer setting forth (which, in the case of Electronic Delivery of any such financial statements, shall be by separate concurrent delivery of such certificate to each holder of Notes):

     (a) Covenant Compliance — the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Section 10.6, Section 10.7 and Section 10.10 during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and

     (b) Events of Default — a statement that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of the Company or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto.

     7.3. Visitation.

     The Company shall:

     (a) No Default — if no Default or Event of Default then exists, permit the representatives of one or more holders of Notes that is an Institutional Investor and a holder of at least 20% in outstanding principal amount of the Notes, at the expense of such holder and upon reasonable prior notice to the Company, to visit the principal

executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing, provided that the Company shall not be obligated to permit any such representative to make any such visit more often than once in any twelve (12) month period; and

     (b) Default — if a Default or Event of Default then exists, permit the representatives of each holder of Notes that is an Institutional Investor, at the expense of the Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested.

8. PAYMENT AND PREPAYMENT OF THE NOTES.

     8.1. Required Prepayments.

     On January 28, 2013 and on each January 28 thereafter to and including January 28, 2016 the Company will prepay $5,000,000 principal amount (or such lesser principal amount as shall then be outstanding) of the Notes, at par and without payment of the Make-Whole Amount or any premium, provided that upon any partial prepayment of the Notes pursuant to Sections 8.2, 8.7 or 8.8, the principal amount of each required prepayment of the Notes becoming due under this Section 8.1 on and after the date of such prepayment shall be reduced in the same proportion as the aggregate unpaid principal amount of the Notes is reduced as a result of such prepayment. The entire unpaid principal balance of the Note will be due and payable on January 28, 2017.

     8.2. Optional Prepayments with Make-Whole Amount.

     The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than $1,000,000 or an integral multiple of $100,000 in excess of $1,000,000 in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. 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. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such

prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. One Business Day prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date or, if no Make-Whole Amount is due, specifying the reason that no Make-Whole Amount is due in connection with such prepayment.

     8.3. Allocation of Partial Prepayments.

     Except as contemplated by Sections 8.7 and 8.8, in the case of each partial prepayment of the Notes, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

     8.4. Maturity; Surrender, etc.

     In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment (which shall be a Business Day), together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

     8.5. Purchase of Notes.

     The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment or prepayment of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

     8.6. Make-Whole Amount.

     “Make-Whole Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

     “Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or Section 8.8 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

     “Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

     “Reinvestment Yield” means, with respect to the Called Principal of any Note, 0.50% over the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on the run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date.

     In the case of each determination under clause (i) or clause (ii), as the case may be, of the preceding paragraph, such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the applicable U.S. Treasury security with the maturity closest to and greater than such Remaining Average Life and (2) the applicable U.S. Treasury security with the maturity closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

     “Remaining Average Life” means, with respect to any Called Principal of any Note, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

     “Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or Section 12.1.

     “Settlement Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or Section 8.8 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

     8.7. Offer to Prepay Upon Disposition of Certain Assets.

     (a) Notice and Offer. In the event of any proposed Debt Prepayment Application under Section 10.2(b) of this Agreement, the Company shall, within ten (10) days of the occurrence of the Disposition giving rise to such proposed Debt Prepayment Application (a “Debt Prepayment Disposition”) in respect of which an offer to prepay the Notes (the “Disposition Prepayment Offer”) is being made to comply with the requirements for a Debt Prepayment Application (as set forth in the definition thereof), in respect of such Debt Prepayment Disposition, give written notice of such Debt Prepayment Disposition to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer to prepay, at the election of each holder, a portion of the principal of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Proceeds Amount in respect of such Debt Prepayment Disposition on a date specified in such notice (the “Disposition Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Disposition Prepayment Date. If the Disposition Prepayment Date shall not be specified in such notice, the Disposition Prepayment Date shall be the fortieth (40th) day after the date of such notice.

     (b) Acceptance and Payment. To accept such Disposition Prepayment Offer, a holder of Notes shall cause a notice of such acceptance to be delivered to the Company not later than twenty (20) days after the date of such written notice from the Company, provided, that failure to accept such offer in writing within twenty (20) days after the date of such written notice shall be deemed to constitute a rejection of the Disposition Prepayment Offer. If so accepted by any holder of a Note, such offered prepayment (equal to not less than such holder’s Ratable Portion of the Net Proceeds Amount in respect of such Debt Prepayment Disposition) shall be due and payable on the Disposition Prepayment Date. Such offered prepayment shall be made at one hundred percent (100%) of the principal amount of such Notes being so prepaid, together with interest on such principal amount then being prepaid accrued to the Disposition Prepayment Date, but shall not include any Make-Whole Amount. If a holder of a Note declines a Disposition Prepayment Offer a Debt Prepayment Application shall be deemed to have been made under Section 10.2(b) with respect to that portion of such Net Proceeds Amount equal to such holder’s Ratable Portion thereof.

     (c) Officer’s Certificate. Each offer to prepay the Notes pursuant to this Section 8.7 shall be accompanied by a certificate, executed by a Senior Financial Officer and dated the date of such offer, specifying (i) the Disposition Prepayment Date, (ii) the Net Proceeds Amount in respect of the applicable Debt Prepayment Disposition, (iii) that such offer is being made pursuant to Section 8.7 and Section 10.2(b) of this Agreement, (iv) the principal amount of each Note offered to be prepaid, (v) the interest that would be

due on each Note offered to be prepaid, accrued to the Disposition Prepayment Date, and (vi) in reasonable detail, the nature of the Disposition giving rise to such Disposition Prepayment Offer and certifying that no Default or Event of Default exists or would exist after giving effect to the prepayment contemplated by such offer.

     (d) Notice Concerning Status of Holders of Notes. Promptly after each Disposition Prepayment Date and the making of all prepayments contemplated on such Disposition Prepayment Date under this Section 8.7 (and, in any event, within thirty (30) days thereafter), the Company shall deliver to each holder of Notes a certificate signed by a Senior Financial Officer containing a list of the then current holders of Notes (together with their addresses) and setting forth as to each such holder the outstanding principal amount of Notes held by such holder at such time.

8.8. Change in Control.

     (a) Notice of Change in Control or Control Event — The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control or Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to Section 8.8(b). If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in Section 8.8(c) and shall be accompanied by the certificate described in Section 8.8(g).

     (b) Condition to Company Action — The Company will not take any action that consummates or finalizes a Change in Control unless

     (i) at least 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in Section 8.8(c), accompanied by the certificate described in Section 8.8(g), and

     (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.8.

     (c) Offer to Prepay Notes — The offer to prepay Notes contemplated by Section 8.8(a) and Section 8.8(b) shall be an offer to prepay, in accordance with and subject to this Section 8.8, all, but not less than all, the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”). If such Proposed Prepayment Date is in connection with an offer contemplated by Section 8.8(a), such date shall be not less than 45 days and not more than 60 days after the date of such offer. If the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the 60th day after the date of such offer.

     (d) Acceptance and Rejection — A holder of Notes may accept the offer to prepay made pursuant to this Section 8.8 by causing a notice of such acceptance to be

delivered to the Company at least fifteen days prior to the Proposed Prepayment Date. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.8 shall be deemed to constitute an acceptance of such offer by such holder.

     (e) Prepayment — Prepayment of the Notes to be prepaid pursuant to this Section 8.8 shall be at 100% of the principal amount of such Notes, together with interest on such Notes accrued to the date of prepayment and Make-Whole Amount, if any, as of the Proposed Prepayment Date in respect of the principal amount of Notes being so prepaid. The prepayment shall be made on the Proposed Prepayment Date except as provided in Section 8.8(f).

     (f) Deferral of Obligation to Purchase — The obligation of the Company to prepay Notes pursuant to the offers accepted in accordance with Section 8.8(d) is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of

     (i) any such deferral of the date of prepayment,

     (ii) the date on which such Change in Control and the prepayment are expected to occur, and

     (iii) any determination by the Company that the efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.8 in respect of such Change in Control shall be deemed rescinded).

     (g) Officer’s Certificate — Each offer to prepay the Notes pursuant to this Section 8.8 shall be accompanied by a certificate, executed by a Senior Financial Officer and dated the date of such offer, specifying:

     (i) the Proposed Prepayment Date;

     (ii) that such offer is made pursuant to this Section 8.8;

     (iii) the principal amount of each Note offered to be prepaid;

     (iv) the interest that would be due on each Note offered to be prepaid, accrued to the Proposed Prepayment Date;

     (v) the last date upon which the offer can be accepted or rejected, and setting forth the consequences of failing to provide an acceptance or rejection, as provided in Section 8.8(d);

     (vi) that the conditions of this Section 8.8 have been fulfilled;

     (vii) in reasonable detail, the nature and date or proposed date of the Change in Control; and

     (viii) a reasonably detailed calculation of an estimated Make-Whole Amount, if any, that would be due in connection with such offered prepayment.

9. AFFIRMATIVE COVENANTS.

     The Company covenants that so long as any of the Notes are outstanding:

     9.1. Compliance with Law.

     Without limiting Section 10.4, the Company will, and will cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA, the USA Patriot Act and Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     9.2. Insurance.

     The Company will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.

     9.3. Maintenance of Properties.

     The Company will, and will cause each of its Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     9.4. Payment of Taxes and Claims.

     The Company will, and will cause each of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them

or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

     9.5. Corporate Existence, etc.

     Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect its corporate existence. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.

     9.6. Books and Records.

     The Company will, and will cause each of its Subsidiaries to, maintain proper books of record and account in conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over the Company or such Subsidiary, as the case may be.

     9.7. Compliance with Loan Documents.

     The Company will, and will cause each of its Subsidiaries to, promptly comply with any and all covenants and provisions of each Loan Document to which it is a party.

10. NEGATIVE COVENANTS.

     The Company covenants that so long as any of the Notes are outstanding:

     10.1. Transactions with Affiliates.

     The Company will not and will not permit any Subsidiary to enter into directly or indirectly any transaction or group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

     10.2. Merger, Consolidation, Disposition of Properties, etc.

     The Company will not, and will not permit any of its Subsidiaries to, dissolve or liquidate or consolidate or merge with, or sell, assign, convey, exchange, lease or otherwise dispose of its properties as an entirety or substantially as an entirety to, any other Person except that:

     (a) any Person may consolidate with or merge into the Company if (i) the Company shall be the surviving entity or, if the Company is not the surviving entity, such other Person shall, by written instrument in form and substance acceptable to the Required Holders, expressly and unconditionally assume, agree to pay and perform all the Obligations and to be bound by this Agreement and the other Loan Documents the same as if such Person had originally executed this Agreement in place of the Company and had been the original maker of the Notes, (ii) immediately before and after giving effect to such transaction, (A) no Default or Event of Default shall have occurred and be continuing, (B) in the event that the Company is the surviving entity, the Company is solvent, and, in the event that the Company is not the surviving entity, such other Person shall be a solvent corporation organized under the laws of any state of the United States of America, and (C) the consummation of such transaction did not have, and could not reasonably be expected to have, a Material Adverse Effect and (iii) each holder of Notes shall have received an Officer’s Certificate, dated not more than ten (10) days prior to the effective date of such transaction, describing such transaction and stating that such transaction is permitted by this Section 10.2;

     (b) the Company may and may permit its Subsidiaries to sell, assign, convey, exchange, lease or otherwise dispose of its properties (including, without limitation, accounts receivable and pawn loans) (each a “Disposition”) to, any Person if (i) such Disposition is in the ordinary course of business or (ii) the aggregate amount of the properties disposed of by the Company and its Subsidiaries during the twelve (12) month period then most recently ended does not exceed an amount equal to 10% of Consolidated Total Assets as of the end of the then most recently ended fiscal quarter of the Company (as in effect from time to time the “Disposition Limit”), provided that the Company and its Subsidiaries may dispose of properties notwithstanding this clause (ii) if cash equal to any portion of the Net Proceeds Amount with respect to such Disposition that exceeds the Disposition Limit then in effect is applied (A) to the acquisition of other property of a similar nature of at least equivalent value within 365 days after such Disposition and/or (B) to a Debt Prepayment Application in respect of such Disposition, and provided, further that if the Company and its Subsidiaries shall not have made Dispositions equal to or in excess of the Disposition Limit then in effect, all or a portion of the amount of any Disposition by the Company or its Subsidiaries shall not be subject to the Disposition Limit then in effect to the extent that cash equal to all or such portion, as the case may be, of the Net Proceeds Amount with respect to such Disposition is applied (A) to the acquisition of other property of a similar nature of at least equivalent value within 365 days after such Disposition and/or (B) to a Debt Prepayment Application in respect of such Disposition;

     (c) any Wholly-Owned Subsidiary may consolidate with or merge into, or sell, assign, convey, exchange, lease or otherwise dispose of its properties as an entirety or substantially as an entirety to, the Company or any other Wholly-Owned Subsidiary;

     (d) any Wholly-Owned Subsidiary may consolidate or merge with any Person solely for the purpose of the Company’s acquisition of such Person; and

     (e) any Subsidiary may liquidate or dissolve so long as, after giving effect thereto, all of such Subsidiary’s assets are owned by the Company or any Wholly-Owned Subsidiary.

     For purposes of determining the book value of property constituting capital stock or similar equity interests of a Subsidiary of the Company being disposed of as provided in paragraph (b) above, such book value shall be deemed to be the aggregate book value of all assets of the Subsidiary that shall have issued such capital stock or similar equity interests.

     10.3. Line of Business.

     The Company will not and will not permit any Subsidiary to engage in any business other than (a) the pawnshop business, (b) the business of cashing checks and conducting related cash dispensing transactions, (c) the business of offering consumer loans and other consumer financial services, and (d) activities related to the above.

     10.4. Terrorism Sanctions Regulations.

     The Company will not and will not permit any Subsidiary to (a) become a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (b) knowingly engage in any dealings or transactions with any such Person.

     10.5. Liens.

     The Company will not, and will not permit any of its Subsidiaries to, assume, create or suffer to exist any Lien upon any of its properties (whether now owned hereafter acquired) except Permitted Liens.

     10.6. Consolidated Indebtedness for Money Borrowed.

     The Company will not on any date permit the ratio of (a) Consolidated Indebtedness for Money Borrowed minus the aggregate amount of cash and cash equivalents as would appear on a consolidated balance sheet of the Company and the Consolidated Subsidiaries on such date to (b) Consolidated EBITDA for the period of four (4) fiscal quarters of the Company then most recently ended to be greater than 3.00 to 1.00.

     10.7. Fixed Charge Coverage.

     The Company will not at any time permit the ratio of (a) the sum of Consolidated EBIT for the period of four (4) fiscal quarters of the Company then most recently ended plus the

aggregate amount of all rental expense deducted in the calculation of such Consolidated EBIT to (b) the aggregate amount of all rental expense and interest expense deducted in the calculation of such Consolidated Adjusted Net Income to be less than 2.00 to 1.00.

     10.8. Limitation on Subsidiary Indebtedness.

     The Company will not on any date permit any Subsidiary to incur, create, assume or have outstanding any Indebtedness for Money Borrowed (other than Indebtedness for Money Borrowed of any Subsidiary owing to the Company or to any other Subsidiary), unless the sum, without duplication, of (a) the aggregate Indebtedness for Money Borrowed of the Subsidiaries (determined on a consolidated basis for such Person) on such date plus (b) the amount of Consolidated Indebtedness for Money Borrowed on such date secured by Liens described in clause (m) of the definition of “Permitted Liens” plus (c) the aggregate liquidation value of all Preferred Stock with mandatory redemption provisions of Subsidiaries held by Persons other than the Company or another Subsidiary on such date does not exceed 20% of Consolidated Net Worth on such date.

     10.9. Limitation on Acquisition of New Subsidiaries.

     (a) The Company will not, and will not permit any Subsidiary to, (x) acquire any capital stock or similar equity interests of any Person, (y) enter into any partnership or joint venture or (z) take any action, which, in the case of any of (x), (y) or (z), would result in the Company having any Subsidiary other than those listed in Schedule 5.4 except that, from time to time, the Company may:

     (i) acquire (whether by purchase, merger or other similar transaction) any Person, but only if:

     (A) immediately after giving effect to such acquisition, such Person shall constitute a Wholly-Owned Subsidiary;

     (B) immediately after giving effect to such acquisition, no Default shall be in existence, and the consummation of such acquisition did not have, and could not be reasonably expected to have, a Material Adverse Effect;

     (C) each holder of Notes shall have received an Officer’s Certificate, dated not more than ten days prior to the effective date of such acquisition, describing such acquisition (including the name of such Person and the business conducted by it) and stating that such acquisition is permitted by this Section 10.9, which Officer’s Certificate shall be accompanied by complete and accurate copies of the charter or other organizational document of such Person;

     (D) promptly (and in any event within 15 days) after the consummation of such acquisition, such Person (if such Person is organized under the laws of the United States of America or any state or political subdivision thereof) shall duly authorize, execute and deliver to

each holder of Notes an instrument in writing pursuant to which such Person agrees to become a Guarantor under, and to be bound as a Guarantor by the terms of, the Joint and Several Guaranty and the Subrogation and Contribution Agreement; and

     (E) promptly (and in any event within 15 days) after the consummation of such acquisition, if an opinion of counsel to the Company, any Subsidiary or such Person is delivered to any other holder of Indebtedness for Money Borrowed of the Company in connection with such acquisition, the Company shall obtain or cause to be provided in favor of the holders of Notes an opinion of counsel satisfactory to the Required Holders that opines (a) to such Person’s (i) existence and good standing in its jurisdiction of formation, (ii) due authority to become a Guarantor under, and to be bound as a Guarantor by the terms of, the Joint and Several Guaranty and the Subrogation and Contribution Agreement and (iii) due execution, delivery and performance of the Joint and Several Guaranty and the Subrogation and Contribution Agreement, and (b) to the enforceability of the Joint and Several Guaranty and the Subrogation and Contribution Agreement against such Person; and

     (ii) create or form a new corporation, limited liability company or limited partnership (the “New Entity”) and thereupon cause the New Entity to become a Wholly-Owned Subsidiary, but only if:

     (A) no Default shall exist immediately after the New Entity becomes a Subsidiary;

     (B) subject to paragraph (b) below, promptly (and in any event within 15 days) after its creation or formation, the New Entity (if such New Entity is organized under the laws of the United States of America or any state or political subdivision thereof) shall duly authorize, execute and deliver to each holder of Notes an instrument in writing pursuant to which the New Entity agrees to become a Guarantor under, and to be bound as a Guarantor by the terms of, the Joint and Several Guaranty and the Subrogation and Contribution Agreement;

     (C) except as required by clause (B) above, the New Entity shall not conduct any business prior to becoming a Subsidiary;

     (D) subject to paragraph (b) below, promptly (and in any event within 15 days) after the creation or formation of the New Entity, the Company shall deliver to each holder of Notes an Officer’s Certificate notifying such holders of the formation or creation of the New Entity, which Officer’s Certificate shall (i) specify the name of the New Entity and the jurisdiction of its incorporation or formation, (ii) describe, in reasonable detail, the business proposed to be conducted by the New Entity, (iii) state that the Company is authorized to form or create the New

Entity and to cause it to become a Subsidiary in accordance with this Section 10.9 and (iv) be accompanied by complete and accurate copies of the charter or other organizational document of the New Entity; and

     (E) promptly (and in any event within 15 days) after the consummation of such creation or formation, if an opinion of counsel to the Company, any Subsidiary or such Person is delivered to any other holder of Indebtedness for Money Borrowed of the Company in connection with such acquisition, the Company shall obtain or cause to be provided in favor of the holders of Notes an opinion of counsel satisfactory to the Required Holders that opines (a) to such Person’s (i) existence and good standing in its jurisdiction of formation, (ii) due authority to become a Guarantor under, and to be bound as a Guarantor by the terms of, the Joint and Several Guaranty and the Subrogation and Contribution Agreement and (iii) due execution, delivery and performance of the Joint and Several Guaranty and the Subrogation and Contribution Agreement, and (b) to the enforceability of the Joint and Several Guaranty and the Subrogation and Contribution Agreement against such Person; and

     (b) In no event shall any New Entity created or formed pursuant to paragraph (a)(ii) above be required to execute and deliver a written instrument with respect to the Joint and Several Guaranty as contemplated by clause (B) thereof nor shall the Company be required to deliver the documents described with respect to such New Entity in clause (D) thereof until the earlier of (i) the date on which the Company makes an investment in such New Entity (other than the incurrence of routine organizational expenses and other than capital contributions totaling less than $250,000) and (ii) the date on which such New Entity first conducts business.

     (c) Except as noted in the next sentence, nothing in this Section 10.9 shall operate to prevent any transaction permitted by Section 10.2(a). Notwithstanding the foregoing, upon the completion of any merger or consolidation with any Person that is not a Subsidiary contemplated by Section 10.2(a), the survivor to such merger or consolidation shall be deemed to have made, on the date of the completion of such merger or consolidation, all investments in Non-Wholly Owned Subsidiaries and South/Latin American Entities then held by the Company or any Subsidiary on such date.

     (d) Notwithstanding the foregoing, in no event shall the aggregate book value, without duplication, of all investments by the Company or any Subsidiary in Non-Wholly-Owned Subsidiaries and South/Latin American Entities exceed 30% of Consolidated Net Worth, in each case determined as of the date of each such investment.

     (e) If any Person becomes a Subsidiary at any time after the date hereof, such Person shall be deemed to have incurred or made, as the case may be, at the time it becomes a Subsidiary (i) all Guaranties, Indebtedness, loans, advances and investments of such Person which are outstanding at such time and (ii) all Liens then in effect with respect to any of its properties.

     (f) Notwithstanding the foregoing, in no event shall any Subsidiary be required to be or become a Guarantor so long as such Subsidiary is not obligated as a guarantor or obligor for any Indebtedness for Money Borrowed of the Company or any other Subsidiary.

     10.10. Consolidated Net Worth.

     The Company will not permit Consolidated Net Worth at any time to be less than the sum of (a) $445,788 plus (b) 50% of Consolidated Adjusted Net Income (but only if positive) for each fiscal quarter of the Company ending on or after September 30, 2009 plus (c) 100% of Net Equity Proceeds received after September 30, 2009.

11. EVENTS OF DEFAULT.

     An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

     (a) the Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

     (b) the Company defaults in the payment of any interest on any Note for more than five Business Days after the same becomes due and payable; or

     (c) the Company defaults in the performance of or compliance with any term contained in Section 7.1(d) or Sections 10.1, 10.2(b), 10.6, 10.7, 10.8 or 10.10; or

     (d) the Company defaults in the performance of or compliance with any term contained herein (other than those referred to in Sections 11(a), (b) and (c)) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(d)); or

     (e) any representation or warranty made in writing by or on behalf of any Loan Party or by any officer of any Loan Party in any Loan Document or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made; or

     (f) (i) the Company or any Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Indebtedness that is outstanding in an aggregate principal amount in excess of $5,000,000 beyond any period of grace provided with respect thereto, or (ii) the Company or any Subsidiary is in default in the performance of or compliance with any term of any evidence of any Indebtedness in an aggregate outstanding principal amount in excess of $5,000,000 or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared (or one or

more Persons are entitled to declare such Indebtedness to be), due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), (x) the Company or any Subsidiary has become obligated to purchase or repay Indebtedness before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount in excess of $5,000,000, or (y) one or more Persons have the right to require the Company or any Subsidiary so to purchase or repay such Indebtedness; or

     (g) the Company or any Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or

     (h) a court or Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Company or any of its Subsidiaries, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company or any of its Subsidiaries, or any such petition shall be filed against the Company or any of its Subsidiaries and such order or petition shall not be dismissed within 60 days; or

     (i) a final judgment or judgments for the payment of money aggregating in excess of $5,000,000 are rendered against one or more of the Company and its Subsidiaries and which judgments are not, within 60 days after entry thereof, paid, bonded, discharged or stayed pending appeal, or are not paid or discharged within 60 days after the expiration of such stay; or

     (j) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed $5,000,000, (iv) the Company or any ERISA

Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect.

12. REMEDIES ON DEFAULT, ETC.

     12.1. Acceleration.

     (a) If an Event of Default with respect to the Company described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

     (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than a majority in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.

     (c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable.

     Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

     12.2. Other Remedies.

     If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce

the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

     12.3. Rescission.

     At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the holders of not less than a majority in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

     12.4. No Waivers or Election of Remedies, Expenses, etc.

     No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements.

13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

     13.1. Registration of Notes.

     The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

     13.2. Transfer and Exchange of Notes.

     Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $500,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.

     13.3. Replacement of Notes.

     Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

     (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $100,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

     (b) in the case of mutilation, upon surrender and cancellation thereof,

within ten Business Days thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

14. PAYMENTS ON NOTES.

     14.1. Place of Payment.

     Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in Fort Worth, Texas at the principal office of Wells Fargo Bank, National Association in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

     14.2. Home Office Payment.

     So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such other method or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Note as the Purchasers have made in this Section 14.2.

15. EXPENSES, ETC.

     15.1. Transaction Expenses.

     Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of the Loan Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under the Loan Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with the Loan Documents, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any

Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $5,000; provided that costs and expenses other than attorneys’ fees incurred in connection with the execution and delivery of this Agreement and the Notes shall not exceed $10,000. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

     15.2. Survival.

     The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of the Loan Documents, and the termination of the Loan Documents.

16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

     All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

17. AMENDMENT AND WAIVER.

     17.1. Requirements.

     This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

17.2.

Solicitation of Holders of Notes.

     (a) Solicitation. The Company will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

     (b) Payment. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder of Notes then outstanding even if such holder did not consent to such waiver or amendment.

17.3.

Binding Effect, etc.

     Any amendment or waiver consented to as provided in this Section 17 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the terms “this Agreement” and “the Loan Documents” and references thereto shall mean this Agreement and the Loan Documents as they may from time to time be amended or supplemented.

17.4.

Notes Held by Company, etc.

     Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

18.

NOTICES.

     All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a

recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:

     (i) if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in Schedule A, or at such other address as such Purchaser or nominee shall have specified to the Company in writing,

     (ii) if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing, or

     (iii) if to the Company, to the Company at its address set forth at the beginning hereof to the attention of the President, or at such other address as the Company shall have specified to the holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

19. REPRODUCTION OF DOCUMENTS.

     The Loan Documents and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

20. CONFIDENTIAL INFORMATION.

     For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to any of the Loan Documents that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will

maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, officers, employees, agents, attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and any of the other Loan Documents. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20.

21. SUBSTITUTION OF PURCHASER.

     Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

22. MISCELLANEOUS.

     22.1. Successors and Assigns.

     All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.

     22.2. Payments Due on Non-Business Days.

     Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 8.4 that the notice of any optional prepayment specify a Business Day as the date fixed for such prepayment), any payment of principal of or Make-Whole Amount or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any Note is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

     22.3. Interest.

     (a) Each provision in this Agreement, the Notes and the other Loan Documents is expressly limited so that in no event whatsoever shall the amount paid, or otherwise agreed to be paid, to any holder of Notes for the use, forbearance or detention of the indebtedness evidenced by the Notes or any other Loan Document or otherwise (including any sums paid as required by any covenant or obligation contained herein or in any other Loan Document which is for the use, forbearance or detention of such money), exceed that amount of money which would cause the effective rate of interest to exceed the Highest Lawful Rate, and all amounts owed under this Agreement, the Notes and each other Loan Document shall be held to be subject to reduction to the effect that such amounts so paid or agreed to be paid which are for the use, forbearance or detention of money under this Agreement, the Notes or any other Loan Documents shall in no event exceed that amount of money which would cause the effective rate of interest to exceed the Highest Lawful Rate.

     (b) Anything in this Agreement, any Note or any other Loan Document to the contrary notwithstanding, the Company shall never be required to pay unearned interest on any Note or ever be required to pay interest on such Note at a rate in excess of the Highest Lawful Rate, and if the effective rate of interest which would otherwise be payable under this Agreement, such Note or any other Loan Document would exceed the Highest Lawful Rate, or if the holder of such Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Company under this Agreement, such Note and the other Loan Documents to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Company under this

Agreement, such Note and the other Loan Documents shall be reduced to the amount allowed under applicable law and (ii) any unearned interest paid by the Company or any interest paid by the Company in excess of the Highest Lawful Rate shall be in the first instance credited on the principal of such Note with the excess thereof, if any, refunded to the Company.

     (c) It is further agreed that, without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by any holder of Notes under the Notes held by it, or under this Agreement or the other Loan Documents, which are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by usury laws applicable to such Notes (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the period of the full stated term of the loans evidenced by said Notes all interest at any time contracted for, charged or received by such holder of Notes in connection therewith.

     (d) If, at any time and from time to time, (i) the amount of interest payable to any holder of Notes on any date shall be computed at the Highest Lawful Rate and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to such holder would be less than the Highest Lawful Rate, then the amount of interest payable to such holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to such holder shall equal the total amount of interest which would have been payable to such holder if the total amount of interest had been computed without giving effect to this Section 22.3.

     22.4. Accounting Terms.

     All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP.

     22.5. Severability.

     Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

     22.6. Construction, etc.

     Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by

any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

     For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be deemed to be a part hereof.

     22.7. 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.

     22.8. 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 permit the application of the laws of a jurisdiction other than such State.

     22.9. Jurisdiction and Process; Waiver of Jury Trial.

     (a) Each of the Company and each Purchaser irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, each of the Company and each Purchaser irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

     (b) Each of the Company and each Purchaser consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.9(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. Each of the Company and each Purchaser agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

     (c) Nothing in this Section 22.9 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any

of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction (if such court can properly assert jurisdiction over the subject matter of such proceedings) or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

     (d) The parties hereto hereby waive trial by jury in any action brought on or with respect to any of the Loan Documents or any other document executed in connection therewith.

     22.10. Indemnification.

     The Company hereby waives any claim for contribution against any Indemnitee and agrees to indemnify, exonerate and hold each Indemnitee free and harmless from and against any and all actions, causes of action, suits, citations, directives, demands, assessments, losses, liabilities, damages and expenses, including (without limitation) reasonable attorneys’ fees and disbursements (subject to the provisions of Section 15.1) and, in the case of clause (e) below, fees and disbursements of environmental consultants (collectively, the “Indemnified Liabilities”), incurred, suffered, sustained or required to be paid by the Indemnitees or any of them as a result of, or arising out of, or relating to (a) any transaction financed in whole or in part directly or indirectly with the proceeds of any of the Notes, (b) the exercise, protection or enforcement of rights, remedies, powers or privileges of any holder of Notes under this Agreement or any other Loan Document, (c) the breach of any representation or warranty of any Loan Party contained herein or in any other Loan Document, (d) the nonfulfillment by any Loan Party of, or its failure to perform, any of its covenants or agreements contained in this Agreement or any of the other Loan Documents or (e) the presence of Hazardous Materials on, or the escape, seepage, leakage, spillage, discharge, emission or release of Hazardous Materials from, any of the real properties of the Company or any Subsidiary or any site, facility or location to which any material, products, waste or other substances from or attributable to the business or operations of the Company or any Subsidiary have been transported for treatment, disposal, storage or deposit, any violation of, or noncompliance with, any Environmental Law at any such property, site, facility or location, any Environmental Claim in connection with the Company or any property of the Company, except, in each case, for any of such Indemnified Liabilities arising on account of such Indemnitee’s gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of the Indemnified Liabilities that is permissible under applicable law. The obligations of the Company under this Section 22.10 shall survive the transfer and payment of the Notes.

     22.11. Survival of Indemnities, etc.

     The indemnities contained in this Agreement are cumulative and in addition to the indemnities contained in the other Loan Documents and shall survive the termination of this Agreement and the transfer and payment of the Notes.

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

     If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company.

This Agreement is hereby accepted and
agreed to as of the date thereof.

[Signature Page to Note Purchase Agreement]

[Signature Page to Note Purchase Agreement]

[Signature Page to Note Purchase Agreement]

SCHEDULE A

INFORMATION AS TO PURCHASERS

Purchaser Name		MINNESOTA LIFE INSURANCE COMPANY
Name in which to register Note(s)		MINNESOTA LIFE INSURANCE COMPANY
Ten-Year Note registration number(s); principal amount(s)		R-1; $[** Confidential Treatment Requested]
Payment on account of Notes		Federal Funds Wire Transfer
Method		Mellon Bank
Account information		Pittsburgh, PA
		ABA #: 011001234
		DDA #: [**Confidential Treatment Requested]
		Account Name: Minnesota Life Insurance Company
		Account #: [**Confidential Treatment Requested]
		Cost Code: 1167
		Ref: See “Accompanying Information” below
Accompanying information		Company: CASH AMERICA INTERNATIONAL, INC.
		Description of Security: 7.26% Senior Notes due January 28, 2017
		PPN: 14754# AE5
		Due date and application (as among principal, premium and
		interest) of the payment being made.
Address / Fax # for all notices		Minnesota Life Insurance Company
and communications		400 Robert Street North
		St. Paul, MN 55101
		Attn: Advantus Capital Management, Inc.
		Fax: (651) 223-5029
Instructions re delivery of Notes		Minnesota Life Insurance Company
		400 Robert Street North
		St. Paul, MN 55101
		Attn: Advantus Capital Management, Inc.
Sample signature block		MINNESOTA LIFE INSURANCE COMPANY
		By: Advantus Capital Management, Inc.
		By:
		Name:
		Title:
Tax identification number		41-0417830

Schedule A-1

Purchaser Name		AMERICAN FIDELITY ASSURANCE COMPANY
Name in which to register Note(s)		FFB REGISTRATION
Ten-Year Note registration number(s); principal amount(s)		R-2; $[** Confidential Treatment Requested]
Payment on account of Notes		Federal Funds Wire Transfer
Method		First Fidelity Bank, N.A.
Account information		ABA #: 103002691
		Account name: InvesTrust
		Acct #: [**Confidential Treatment Requested]
		FFC: American Fidelity Assurance Company
		Account #: [**Confidential Treatment Requested]
		Attn: Debbie Sinard (405) 843-7177
		Ref: See “Accompanying Information” below
Accompanying information		Company: CASH AMERICA INTERNATIONAL, INC.
		Description of Security: 7.26% Senior Notes due January 28, 2017
		PPN: 14754# AE5
		Due date and application (as among principal, premium and
		interest) of the payment being made.
Address / Fax # for all notices		American Fidelity Assurance Company
and communications		c/o Advantus Capital Management, Inc.
		400 Robert Street North
		St. Paul, MN 55101
		Attn: Client Administrator
		Fax: (651) 223-5029
Instructions re delivery of Notes		InvesTrust
		5101 N Classen, Suite 620
		Oklahoma City, OK 73118
		Attn: Trust Op (405-843-7177)
		Ref: Account Name: American Fidelity Assurance Company
		Account Number: [**Confidential Treatment Requested]
Sample signature block		AMERICAN FIDELITY ASSURANCE COMPANY
		By: Advantus Capital Management, Inc.
		By:
		Name:
		Title:
Tax identification number		73-0714500

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

Schedule A-2

Purchaser Name		MTL INSURANCE COMPANY
Name in which to register Note(s)		ELL & CO.
Ten-Year Note registration		R-3; $[**Confidential Treatment Requested]
number(s); principal amount(s)
Payment on account of Notes
Method		Federal Funds Wire Transfer
Account information		The Northern Chgo/Trust
		ABA #: 071-000-152
		For credit to: Account Number: [**Confidential Treatment Requested]
		For further credit to: MTL Insurance Company
		Account Number: [**Confidential Treatment
		Requested]
		Attn: Income Collections
		Ref: See “Accompanying Information” below
Accompanying information		Company: CASH AMERICA INTERNATIONAL, INC.
		Description of
		Security:  7.26% Senior Notes due January 28, 2017
		PPN:  14754# AE5
		Due date and application (as among principal, premium and interest) of the payment being made.
Address / Fax # for all notices		MTL Insurance Company
and communications		c/o Advantus Capital Management, Inc.
		400 Robert Street North
		St. Paul, MN 55101
		Attn: Client Administrator
		Fax: (651) 223-5029
Instructions re delivery of Notes		Northern Trust Co
		Harborside Financial Center 10
		Suite 1401
		3 Second Street
		Jersey City NJ 07311
		Attn:      Jose’ Mero — Settlements for Account #[**Confidential Treatment Requested],
		Account Name: MTL Insurance Company
Sample signature block		MTL INSURANCE COMPANY
		By:  Advantus Capital Management, Inc.
		By:
		Name:
		Title:
Tax identification number		36-1516780

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

Schedule A-3

Purchaser Name		UNITED INSURANCE COMPANY OF AMERICA
Name in which to register Note(s)		HARE & CO.
Ten-Year Note registration		R-4; $[**Confidential Treatment Requested]
number(s); principal amount(s)
Payment on account of Notes
Method		Federal Funds Wire Transfer
Account information		The Bank of New York Mellon
		ABA #: 021 000 018
		Credit A/C#: [**Confidential Treatment Requested]
		A/C Name: Institutional Custody Insurance Division
		FFC: Custody Account #[**Confidential Treatment Requested]
		Custody Name: United Insurance Company of America
		Ref: See “Accompanying Information” below
Accompanying information		Company: CASH AMERICA INTERNATIONAL, INC.
		Description of
		Security: 7.26% Senior Notes due January 28,
		2017
		PPN: 14754# AE5
		Due date and application (as among principal, premium and
		interest) of the payment being made.
Address / Fax # for all notices		United Insurance Company of America
and communications		c/o Advantus Capital Management, Inc.
		400 Robert Street North
		St. Paul, MN 55101
		Attn: Client Administrator
		Fax: (651) 223-5029
Instructions re delivery of Notes		The Bank of New York Mellon
		One Wall Street, 3rd Floor, Window “A”
		New York, NY 10286
		Ref: Account Name: United Insurance Company of America
		(Advantus Capital Management)
		Account Number: [**Confidential Treatment Requested]
Sample signature block		UNITED INSURANCE COMPANY OF AMERICA
		By:      Advantus Capital Management, Inc.
		By:
		Name:
		Title:
Tax identification number		36-1896670

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

Schedule A-4

Purchaser Name		FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN
Name in which to register Note(s)		FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN
Ten-Year Note registration		R-5; $[**Confidential Treatment Requested]
number(s); principal amount(s)
Payment on account of Notes
Method		Federal Funds Wire Transfer
Account information		Comerica Bank
		Detroit, MI
		ABA #: 072-000-096
		For credit to: Trust Operation - Fixed Income
		Unit Cost Center 98530
		Account Number: [**Confidential Treatment
		Requested]
		For further credit to: Farm Bureau Life Insurance Company of
		Michigan - Account Number: [**Confidential Treatment Requested]
		Ref: See “Accompanying Information” below
Accompanying information		Company: CASH AMERICA INTERNATIONAL, INC.
		Description of
		Security: 7.26% Senior Notes due January 28, 2017
		PPN: 14754# AE5
		Due date and application (as among principal, premium and
		interest) of the payment being made.
Address / Fax # for all notices		Farm Bureau Life Insurance Company of Michigan
and communications		c/o Advantus Capital Management, Inc.
		400 Robert Street North
		St. Paul, MN 55101
		Attn: Client Administrator
		Fax: (651) 223-5029
Instructions re delivery of Notes		Comerica Bank
		Attn: Dan Molnar MC 3462
		411 West Lafayette
		Detroit, MI 48275-3404
		Reference: Farm Bureau Life Insurance Company of Michigan
		Internal Account Number: [**Confidential Treatment Requested]
Sample signature block		FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN
		By:      Advantus Capital Management, Inc.
		By:
		Name:
		Title:
Tax identification number		38-6056370

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

Schedule A-5

Purchaser Name		FARM BUREAU MUTUAL INSURANCE COMPANY OF MICHIGAN
Name in which to register Note(s)		FARM BUREAU MUTUAL INSURANCE COMPANY OF MICHIGAN
Ten-Year Note registration number(s); principal amount(s)		R-6; $[**Confidential Treatment Requested]
Payment on account of Notes
Method		Federal Funds Wire Transfer
Account information		Comerica Bank
		Detroit, MI
		ABA #: 072-000-096
		For credit to: Trust Operation — Fixed Income
		Unit Cost Center 98530
		Account Number: [**Confidential Treatment Requested]
		For further credit to: Farm Bureau Mutual Insurance Company of Michigan — Account Number: [**Confidential Treatment Requested] Ref: See “Accompanying Information” below
Accompanying information		Company: CASH AMERICA INTERNATIONAL, INC.
		Description of Security: 7.26% Senior Notes due January 28, 2017
		PPN: 14754# AE5
		Due date and application (as among principal, premium and interest) of the payment being made.
Address / Fax # for all notices		Farm Bureau Mutual Insurance Company of Michigan
and communications		c/o Advantus Capital Management, Inc.
		400 Robert Street North
		St. Paul, MN 55101
		Attn: Client Administrator
		Fax: (651) 223-5029
Instructions re delivery of Notes		Comerica Bank
		Trust Securities Services MC 3404
		411 West Lafayette
		Detroit, MI 48275-3404
		Attn: Dan Molnar (313-222-7946)
		Reference: Farm Bureau Mutual Insurance Company of Michigan
		Internal Account Number: [**Confidential Treatment Requested]

Sample signature block		FARM BUREAU MUTUAL INSURANCE COMPANY OF MICHIGAN
		By: Advantus Capital Management, Inc.
				By:
						Name:
						Title:
Tax identification number		38-1316179

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

Schedule A-6

Purchaser Name		THE MUTUAL SAVINGS LIFE INSURANCE COMPANY
Name in which to register Note(s)		BAND & CO.
Ten-Year Note registration number(s); principal amount(s)		R-7; $[**Confidential Treatment Requested]
Payment on account of Notes
Method		Federal Funds Wire Transfer
Account information		US BANK, N.A.
		ABA #: 091000022
		Acct #: [**Confidential Treatment Requested]
		ITC South & East Depository Account
		60 Livingston Ave
		St. Paul, MN 55107-2292
		FFC: [**Confidential Treatment Requested]
		Attn: Jennifer Ragsdale
		Ref: See “Accompanying Information” below
Accompanying information		Company: CASH AMERICA INTERNATIONAL, INC.
		Description of Security: 7.26% Senior Notes due January 28, 2017
		PPN: 14754# AE5
		Due date and application (as among principal, premium and interest) of the payment being made.
Address / Fax # for all notices		The Mutual Savings Life Insurance Company
and communications		c/o Advantus Capital Management, Inc.
		400 Robert Street North
		St. Paul, MN 55101
		Attn: Client Administrator
		Fax: (651) 223-5029
Instructions re delivery of Notes		US Bank, N.A.
		2204 Lakeshore Drive, Suite 302
		Birmingham, AL 35209
		Attn: Jennifer Ragsdale, EX-AL-WWPH
		Ref: Account Name: Mutual Savings Life Insurance Company (Advantus Capital Management), Account Number: [**Confidential Treatment Requested]

Sample signature block		THE MUTUAL SAVINGS LIFE INSURANCE COMPANY
		By: Advantus Capital Management, Inc.
				By:
						Name:
						Title:
Tax identification number		63-0148960

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

Schedule A-7

Purchaser Name		COLORADO BANKERS LIFE INSURANCE COMPANY
Name in which to register Note(s)		CUDD & CO. F/A/O COLORADO BANKERS LIFE INSURANCE COMPANY
Note registration number(s); principal amount(s)		R-8; $[**Confidential Treatment Requested]
Payment on account of Notes
Method		Federal Funds Wire Transfer
Account information		JP Morgan Chase
		ABA #: 021000021
		A/C #: [**Confidential Treatment Requested]
		A/C Name: Bond Interest Wire
		Ref: PPN 14754# AE5
		Account number — #[**Confidential Treatment Requested]
		Account name — Colorado Bankers Life Insurance Co.
		Nominee — Cudd & Co
		“Accompanying Information” below
Accompanying information		Company: CASH AMERICA INTERNATIONAL, INC.
		Description of Security: 7.26% Senior Notes due January 28, 2017
		PPN: 14754# AE5
		Due date and application (as among principal, premium and interest) of the payment being made.
Address / Fax # for all notices		Colorado Bankers Life Insurance Company
and communications		c/o Advantus Capital Management, Inc.
		400 Robert Street North
		St. Paul, MN 55101
		Attn: Client Administrator
		Fax: (651) 223-5029
Instructions re delivery of Notes		JP Morgan
		4 New York Plaza, Floor 11
		New York, NY 10004
		Attn: Outsourcing
		Ref: Account # [**Confidential Treatment Requested]

Sample signature block		COLORADO BANKERS LIFE INSURANCE COMPANY
		By: Advantus Capital Management, Inc.
				By:
						Name:
						Title:
Tax identification number		84-0674027

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

Schedule A-8

Purchaser Name		GREAT WESTERN INSURANCE COMPANY
Name in which to register Note(s)		WELLS FARGO FOR GREAT WESTERN INSURANCE COMPANY
Ten-Year Note registration number(s); principal amount(s)		R-9; $[**Confidential Treatment Requested]
Payment on account of Notes
Method		Federal Funds Wire Transfer
Account information		Wells Fargo ABA Number: 121000248 Credit: Wells Fargo account #[**Confidential Treatment Requested] Further Credit: Great Western Insurance Co. [**Confidential Treatment Requested] Ref: See “Accompanying Information” below
Accompanying information		Company: CASH AMERICA INTERNATIONAL, INC.
		Description of Security: 7.26% Senior Notes due January 28, 2017
		PPN: 14754# AE5
		Due date and application (as among principal, premium and interest) of the payment being made.
Address / Fax # for all notices and communications		Great Western Insurance Company c/o Advantus Capital Management, Inc. 400 Robert Street North St. Paul, MN 55101 Attn: Client Administrator Fax: (651) 223-5029
Instructions re delivery of Notes		Wells Fargo Investments LLC Attn: Securities Processing MAC N9311-13J Northstar West Bldg. 625 Marquette Ave. S — 13th Floor Minneapolis, MN 55402 Ref: Great Western Insurance Company #[**Confidential Treatment Requested]

Sample signature block		GREAT WESTERN INSURANCE COMPANY
		By: Advantus Capital Management, Inc.
		By:
				Name:
				Title:
Tax identification number		87-0395954

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

Schedule A-9

Purchaser Name		AMERICAN REPUBLIC INSURANCE COMPANY
Name in which to register Note(s)		WELLS FARGO BANK N.A. AS CUSTODIAN FOR AMERICAN REPUBLIC INSURANCE COMPANY
Ten-Year Note registration number(s); principal amount(s)		R-10; $[**Confidential Treatment Requested]
Payment on account of Notes
Method		Federal Funds Wire Transfer
Account information		Wells Fargo Bank, N.A. ABA #121000248 BNFA=[**Confidential Treatment Requested (include all 10 digits) BNF=Trust Wire Clearing FFC Attn: Income Collections, a/c #[**Confidential Treatment Requested] For further credit to: American Republic Insurance Co.      Account Number: [**Confidential Treatment Requested] Ref: See “Accompanying Information” below
Accompanying information		Company: CASH AMERICA INTERNATIONAL, INC. Description of Security: 7.26% Senior Notes due January 28, 2017 PPN: 14754# AE5 Due date and application (as among principal, premium and interest) of the payment being made.
Address / Fax # for all notices and communications		American Republic Insurance Company c/o Advantus Capital Management, Inc. 400 Robert Street North St. Paul, MN 55101 Attn: Client Administrator Fax: (651) 223-5029
Instructions re delivery of Notes		Duane (Dewey) Johnson Wells Fargo — Investment Mgr Relations MAC N9306-036 733 Marquette Ave, 3rd Fl. Minneapolis, MN 55479 Account Name: American Republic Insurance Company Account Number: [**Confidential Treatment Requested]

Sample signature block		AMERICAN REPUBLIC INSURANCE COMPANY
		By: Advantus Capital Management, Inc.
		By:
				Name:
				Title:
Tax identification number		42-0113630

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

Schedule A-10

Purchaser Name		NEW ERA LIFE INSURANCE
Name in which to register Note(s)		CUDD & CO.
Ten-Year Note registration number(s); principal amount(s)		R-11; $[**Confidential Treatment Requested]
Payment on account of Notes
Method		Federal Funds Wire Transfer
Account information		JP Morgan Chase ABA#: 021000021 FFC to [**Confidential Treatment Requested Account: [**Confidential Treatment Requested] Account Name: New Era Life Insurance Ref: Nominee — Cudd & Co and “Accompanying Information” below
Accompanying information		Company: CASH AMERICA INTERNATIONAL, INC. Description of Security: 7.26% Senior Notes due January 28, 2017 PPN: 14754# AE5 Due date and application (as among principal, premium and interest) of the payment being made.
Address / Fax # for all notices and communications		New ERA Life Insurance c/o Advantus Capital Management, Inc. 400 Robert Street North St. Paul, MN 55101 Attn: Client Administrator Fax: (651) 223-5029
Instructions re delivery of Notes		JPMorgan Chase Bank N.A. 4 New York Plaza, Ground Floor New York, NY 10004 Ref: Account: New Era Life Insurance, Account #: [**Confidential Treatment Requested]

Sample signature block		NEW ERA LIFE INSURANCE
		By: Advantus Capital Management, Inc.
		By:
				Name:
				Title:
Tax identification number		74-2552025

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

Schedule A-11

Purchaser Name		PHOENIX LIFE INSURANCE COMPANY
Name in which to register Note(s)		PHOENIX LIFE INSURANCE COMPANY
Note registration number(s); principal amount(s)		R-12; $ [**Confidential Treatment Requested]
Payment on account of Note
Method		Federal Funds Wire Transfer
Account information		JP Morgan Chase, N.A.
		New York, NY
		ABA: 021 000 021
		Acct. Name: Income Processing
		Acct. No.: [**Confidential Treatment Requested]
		Reference: Phoenix Life Insurance, G05123, and “Accompanying
		Information” below
Accompanying information		Company: CASH AMERICA INTERNATIONAL, INC.
		Description of Security: 7.26% Senior Notes due January 28, 2017
		PPN: 14754# AE5
		Due date and application (as among principal, premium and interest) of the payment being made.
Address / Fax # for notices related to payments		Phoenix Life Insurance Company c/o Goodwin Capital Advisers
		One American Row
		Attn: Private Placement Department, H-GW-1
		Hartford, CT 06102
Address / Fax # for all other notices		Phoenix Life Insurance Company c/o Goodwin Capital Advisers
		One American Row
		Hartford, CT 06102
		Attn: Private Placement Department, H-GW-1
		with a copy of legal notices to:
		Phoenix Life Insurance Company
		One American Row
		Hartford, CT 06102
		Attn: Brad Buck
Instructions re Delivery of Notes		Phoenix Life Insurance Company
		One American Row
		Hartford, CT 06102
		Attn: Brad Buck
Signature Block		PHOENIX LIFE INSURANCE COMPANY
		By:
		Name:
		Title:
Tax identification number		06-0493340

Schedule A-12

Purchaser Name		PHOENIX LIFE INSURANCE COMPANY
Name in which to register Note(s)		PHOENIX LIFE INSURANCE COMPANY
Note registration number(s); principal amount(s)		R-13; $ [**Confidential Treatment Requested]
Payment on account of Note
Method		Federal Funds Wire Transfer
Account information		JP Morgan Chase, N.A.
		New York, NY
		ABA: 021 000 021
		Acct. Name: Income Processing
		Acct. No.: [**Confidential Treatment Requested]
		Reference: Phoenix Life Insurance, G05689, and “Accompanying
		Information” below
Accompanying information		Company: CASH AMERICA INTERNATIONAL, INC.
		Description of Security: 7.26% Senior Notes due January 28, 2017
		PPN: 14754# AE5
		Due date and application (as among principal, premium and interest) of the payment being made.
Address / Fax # for notices related to payments		Phoenix Life Insurance Company c/o Goodwin Capital Advisers
		One American Row
		Attn: Private Placement Department, H-GW-1
		Hartford, CT 06102
Address / Fax # for all other notices		Phoenix Life Insurance Company c/o Goodwin Capital Advisers
		One American Row
		Hartford, CT 06102
		Attn: Private Placement Department, H-GW-1
		with a copy of legal notices to:
		Phoenix Life Insurance Company
		One American Row
		Hartford, CT 06102
		Attn: Brad Buck
Instructions re Delivery of Notes		Phoenix Life Insurance Company
		One American Row
		Hartford, CT 06102
		Attn: Brad Buck
Signature Block		PHOENIX LIFE INSURANCE COMPANY
		By:
		Name:
		Title:
Tax identification number		06-0493340

Schedule A-13

Purchaser Name		PHL VARIABLE INSURANCE COMPANY
Name in which to register Note(s)		PHL VARIABLE INSURANCE COMPANY
Note registration number(s); principal amount(s)		R-14; $ [**Confidential Treatment Requested]
Payment on account of Note
Method		Federal Funds Wire Transfer
Account information		JP Morgan Chase, N.A.
		New York, NY
		ABA: 021 000 021
		Acct. Name: Income Processing
		Acct. No.: [**Confidential Treatment Requested]
		Reference: Phoenix Variable, G09389, and “Accompanying Information” below
Accompanying information		Company: CASH AMERICA INTERNATIONAL, INC.
		Description of Security: 7.26% Senior Notes due January 28, 2017
		PPN: 14754# AE5
		Due date and application (as among principal, premium and interest) of the payment being made.
Address / Fax # for notices related to payments		Phoenix Life Insurance Company c/o Goodwin Capital Advisers
		One American Row
		Attn: Private Placement Department, H-GW-1
		Hartford, CT 06102
Address / Fax # for all other notices		Phoenix Life Insurance Company c/o Goodwin Capital Advisers
		One American Row
		Hartford, CT 06102
		Attn: Private Placement Department, H-GW-1
		with a copy of legal notices to:
		Phoenix Life Insurance Company
		One American Row
		Hartford, CT 06102
		Attn: Brad Buck
Instructions re Delivery of Notes		Phoenix Life Insurance Company
		One American Row
		Hartford, CT 06102
		Attn: Brad Buck
Signature Block		PHL VARIABLE INSURANCE COMPANY
		By:
		Name:
		Title:
Tax identification number		06-1045829

Schedule A-14

Purchaser Name		PHL VARIABLE INSURANCE COMPANY
Name in which to register Note(s)		PHL VARIABLE INSURANCE COMPANY
Note registration number(s);		R-15; $[**Confidential Treatment Requested]
principal amount(s)
Payment on account of Note
Method		Federal Funds Wire Transfer
Account information		JP Morgan Chase, N.A. New York, NY
		ABA: 021 000 021
		Acct. Name: Income Processing
		Acct. No.: [**Confidential Treatment Requested]
		Reference: Phoenix Variable, G09767, and “Accompanying Information” below
Accompanying information		Company: CASH AMERICA INTERNATIONAL, INC.
		Description of Security: 7.26% Senior Notes due January 28, 2017
		PPN: 14754# AE5
		Due date and application (as among principal, premium and interest) of the payment being made.
Address / Fax # for notices related to payments		Phoenix Life Insurance Company
		c/o Goodwin Capital Advisers
		One American Row
		Attn: Private Placement Department, H-GW-1
		Hartford, CT 06102
Address / Fax # for all other notices		Phoenix Life Insurance Company
		c/o Goodwin Capital Advisers
		One American Row
		Hartford, CT 06102
		Attn: Private Placement Department, H-GW-1
		with a copy of legal notices to:
		Phoenix Life Insurance Company
		One American Row
		Hartford, CT 06102
		Attn: Brad Buck
Instructions re Delivery of Notes		Phoenix Life Insurance Company
		One American Row
		Hartford, CT 06102
		Attn: Brad Buck
Signature Block		PHL VARIABLE INSURANCE COMPANY
		By:
		Name:
		Title:
Tax identification number		06-1045829

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

Schedule A-15

Purchaser Name		PHL VARIABLE INSURANCE COMPANY
Name in which to register Note(s)		PHL VARIABLE INSURANCE COMPANY
Note registration number(s); principal amount(s)		R-16; $[**Confidential Treatment Requested]
Payment on account of Note
Method		Federal Funds Wire Transfer
Account information		JP Morgan Chase, N.A. New York, NY
		ABA: 021 000 021
		Acct. Name: Income Processing
		Acct. No.: [**Confidential Treatment Requested]
		Reference: Phoenix Variable, G11120, and “Accompanying Information” below
Accompanying information		Company: CASH AMERICA INTERNATIONAL, INC.
		Description of Security: 7.26% Senior Notes due January 28, 2017
		PPN: 14754# AE5
		Due date and application (as among principal, premium and interest) of the payment being made.
Address / Fax # for notices related to payments		Phoenix Life Insurance Company
		c/o Goodwin Capital Advisers
		One American Row
		Attn: Private Placement Department, H-GW-1
		Hartford, CT 06102
Address / Fax # for all other notices		Phoenix Life Insurance Company
		c/o Goodwin Capital Advisers
		One American Row
		Hartford, CT 06102
		Attn: Private Placement Department, H-GW-1
		with a copy of legal notices to:
		Phoenix Life Insurance Company
		One American Row
		Hartford, CT 06102
		Attn: Brad Buck
Instructions re Delivery of Notes		Phoenix Life Insurance Company
		One American Row
		Hartford, CT 06102
		Attn: Brad Buck
Signature Block		PHL VARIABLE INSURANCE COMPANY
		By:
		Name:
		Title:
Tax identification number		06-1045829

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

Schedule A-16

SCHEDULE B

DEFINED TERMS

     As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

     “Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and, with respect to the Company, shall include any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interests of the Company or any Subsidiary or any corporation of which the Company and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity interests. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.

     “this Agreement” means this Note Purchase Agreement, as amended, supplemented or otherwise modified from time to time.

     “Anti-Terrorism Order” means Executive Order No. 13,224 of September 23, 2001, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49079 (2001), as amended.

     “Business Day” means (a) for the purposes of Section 8.6 only, any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (b) for the purposes of any other provision of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York or Fort Worth, Texas are required or authorized to be closed.

     “Called Principal” is defined in Section 8.6.

     “Capital Lease” means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.

     “Change in Control” means an event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of the Company or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time, directly or indirectly, more than 50% of the equity

securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right).

     “Closing” is defined in Section 3.

     “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

     “Company” means Cash America International, Inc., a Texas corporation or any successor that becomes such in the manner prescribed in Section 10.2.

     “Confidential Information” is defined in Section 20.

     “Consolidated Adjusted Net Income” means, with respect to any period, consolidated net income (after income taxes) of the Company and the Consolidated Subsidiaries for such period, determined in accordance with GAAP (excluding, (i) any gain or loss in excess of $1,000,000 (before income taxes) arising from the sale of capital assets during such period and (ii) any other items during such period which would be considered extraordinary items, in accordance with GAAP).

     “Consolidated EBIT” means, in respect of any period, Consolidated Adjusted Net Income for such period plus, to the extent deducted in calculating such Consolidated Adjusted Net Income, interest, income taxes and any non-cash gains or losses attributable to market fluctuations in the value of derivative contracts provided that, with respect to any period during which a Person shall have become, or ceased to be, a Subsidiary, or during which the Company or any Subsidiary shall have acquired or disposed of an On-Going Business, the calculation of Consolidated EBIT shall (a) include the EBIT (as defined below) for such period of each Person who shall have become a Subsidiary, and of each On-Going Business acquired by the Company or any Subsidiary, during such period as if such Person had been a Subsidiary or such On-Going Business had been owned by the Company or a Subsidiary for the entire period, or (b) exclude the EBIT for such period of each Person who shall have ceased to be a Subsidiary, and of each On-Going Business disposed of by the Company or any Subsidiary, during such period as if such Person had not been a Subsidiary at any time during the entire period or such On-Going Business had not been owned or operated by the Company or any Subsidiary at any time during such period. As used in this definition, “EBIT” with respect to any Person or On-Going Business for any period shall mean, the net income (after income taxes) of such Person or On-Going Business for such period, determined in accordance with GAAP plus, to the extent deducted in calculating such net income, interest, income taxes and any non-cash gains or losses attributable to market fluctuations in the value of derivative contracts.

     “Consolidated EBITDA” means, in respect of any period, Consolidated Adjusted Net Income for such period plus, to the extent deducted in calculating such Consolidated Adjusted Net Income, interest, income taxes, depreciation, amortization and any non-cash gains or losses attributable to market fluctuations in the value of derivative contracts provided that, with respect to any period during which a Person shall have become, or ceased to be, a Subsidiary, or during which the Company or any Subsidiary shall have acquired or disposed of an On-Going Business,

the calculation of Consolidated EBITDA shall (a) include the EBITDA (as defined below) for such period of each Person who shall have become a Subsidiary, and of each On-Going Business acquired by the Company or any Subsidiary, during such period as if such Person had been a Subsidiary or such On-Going Business had been owned by the Company or a Subsidiary for the entire period, or (b) exclude the EBITDA for such period of each Person who shall have ceased to be a Subsidiary, and of each On-Going Business disposed of by the Company or any Subsidiary, during such period as if such Person had not been a Subsidiary at any time during the entire period or such On-Going Business had not been owned or operated by the Company or any Subsidiary at any time during such period. As used in this definition, “EBITDA” with respect to any Person or On-Going Business for any period shall mean, the net income (after income taxes) of such Person or On-Going Business for such period, determined in accordance with GAAP plus, to the extent deducted in calculating such net income, interest, income taxes, depreciation, amortization and any non-cash gains or losses attributable to market fluctuations in the value of derivative contracts.

     “Consolidated Indebtedness for Money Borrowed” means, at any date, the Indebtedness for Money Borrowed of the Company and the Consolidated Subsidiaries consolidated as of such date in accordance with GAAP.

     “Consolidated Net Worth” means, as of any date, the total shareholders’ equity which would appear on a consolidated balance sheet of the Company and the Consolidated Subsidiaries prepared as of such date in accordance with GAAP.

     “Consolidated Subsidiary” means, at any date, any Subsidiary the accounts of which would, in accordance with GAAP, be consolidated with those of the Company in its consolidated financial statements as of such date.

     “Consolidated Total Assets” means the total assets of the Company and its Consolidated Subsidiaries determined in accordance with GAAP after eliminating all offsetting debits and credits between the Company and its Subsidiaries and between Subsidiaries of the Company and all other items required to be eliminated in accordance with GAAP.

     “Consumer Obligations” means any Guaranty by the Company or any of its Subsidiaries entered into in the ordinary course of business described in Section 10.3 pursuant to which the Company or such Subsidiary guaranties financial commitments or obligations of its customers in the ordinary course of its business.

     “Control Event” means:

     (a) the execution by the Company or any of its Subsidiaries or Affiliates of any agreement or letter of intent with respect to any proposed transaction or event or series of transactions or events which, individually or in the aggregate, may reasonably be expected to result in a Change in Control.

     (b) the execution of any written agreement which, when fully performed by the parties thereto, would result in a Change in Control, or

     (c) the making of any written offer by any person (as such term is used in section 13(d) and section 14(d)(2) of the Exchange Act as in effect on the date of the Closing) or related persons constituting a group (as such term is used in Rule 13d-5 under the Exchange Act as in effect on the date of the Closing) to the holders of the voting stock of the Company, which offer, if accepted by the requisite number of holders, would result in a Change in Control.

     “Creazione Shareholders Agreement” is defined in Section 5.4(d).

     “Debt Prepayment Application” means, with respect to any Disposition, the application by the Company of cash in an amount equal to the Net Proceeds Amount with respect to such Disposition to pay Senior Indebtedness (other than Senior Indebtedness owing to the Company or any Affiliate) including, without limitation, Senior Indebtedness in respect of any revolving credit or similar credit facility providing the Company with the right to obtain loans or other extensions of credit from time to time.

     “Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

     “Default Rate” means that rate of interest that is the greater of (i) 9.26% or (ii) 2.00% over the rate of interest publicly announced by Wells Fargo Bank, National Association in Fort Worth, Texas as its “base” or “prime” rate.

     “Discounted Value” is defined in Section 8.6.

     “Disposition” is defined in Section 10.2(b).

     “Disposition Limit” is defined in Section 10.2(b).

     “Electronic Delivery” is defined in Section 7.1(a).

     “Environmental Claim” shall mean any investigation, notice, violation, demand, allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding or claim (whether administrative, judicial or private in nature) arising (a) pursuant to, or in connection with an actual or alleged violation of, any Environmental Law, (b) in connection with any Hazardous Material, (c) from any abatement, removal, remedial, corrective or other response action in connection with a Hazardous Material, Environmental Law or other order of a Governmental Authority or (d) from any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

     “Environmental Laws” means any and all applicable Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to Hazardous Materials.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

     “ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code.

     “Event of Default” is defined in Section 11.

     “Exchange Act” means the Securities Act of 1934.

     “Existing Bank Loan Agreement” means that certain First Amended and Restated Credit Agreement dated as of February 24, 2005, as amended, among the Company, the banks party thereto, Wells Fargo Bank, National Association, as administrative agent, and JPMorgan Chase, N.A., as syndication agent, as in effect on the date of Closing.

     “Form 10-K” is defined in Section 7.1(b).

     “Form 10-Q” is defined in Section 7.1(a).

     “GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America.

     “Governmental Authority” means

     (a) the government of

     (i) the United States of America or any State or other political subdivision thereof, or

     (ii) any other jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or

     (b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

     “Guaranty” means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person:

     (a) to purchase such indebtedness or obligation or any property constituting security therefor;

     (b) to advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet

condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such indebtedness or obligation;

     (c) to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such indebtedness or obligation of the ability of any other Person to make payment of the indebtedness or obligation; or

     (d) otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof;

provided, however, that “Guaranty” shall not include the endorsement by any Person, in the ordinary course of business, of negotiable instruments or documents for deposit or collection.

The amount of any Guaranty shall be deemed to be an amount equal to the stated or determinable amount of the obligation in respect of which such Guaranty is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming the Person giving such Guaranty is required to perform in respect thereof) as determined by such Person in good faith.

In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.

     “Guarantors” means all of the Subsidiaries listed in Schedule 5.4 that are organized under the laws of the United States of America or any state or political subdivision thereof, and each other Person that becomes bound by the Joint and Several Guaranty as contemplated by Section 10.9(a).

     “Hazardous Material” means any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard to health and safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized by any applicable law including, but not limited to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.

     “Highest Lawful Rate” means the maximum nonusurious rate of interest permitted to be charged by applicable federal or state law (whichever shall permit the higher lawful rate, without conflict with other applicable federal or state laws) from time to time in effect. The parties agree that, insofar as the provisions of Chapter 306 of the Texas Finance Code are at any time applicable to the determination of the Highest Lawful Rate, the Highest Lawful Rate shall be the “applicable ceiling” (as such term is used in such Chapter 306) from time to time in effect, provided that, to the extent permitted by such Chapter 306, each holder of Notes may from time to time by notice to the Company revise the election of such interest rate ceiling as such ceiling affects the then current or future amounts outstanding under the Notes held by such holder.

     “holder” means, with respect to any Note the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1.

     “Indebtedness” with respect to any Person means, at any time, without duplication,

     (a) its liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Stock;

     (b) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property);

     (c) (i) all liabilities appearing on its balance sheet in accordance with GAAP in respect of Capital Leases and (ii) all liabilities which would appear on its balance sheet in accordance with GAAP in respect of Synthetic Leases assuming such Synthetic Leases were accounted for as Capital Leases;

     (d) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise becomes liable for such liabilities);

     (e) all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money);

     (f) the aggregate Swap Termination Value of all Swap Contracts of such Person; and

     (g) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (f) hereof.

Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) through (g) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.

     “Indebtedness for Money Borrowed” means, with respect to any Person and without duplication:

     (a) the principal amount of all indebtedness of such Person, current or funded, secured or unsecured, incurred in connection with borrowings (including the sale of debt securities);

     (b) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to any property acquired by such Person;

     (c) all indebtedness of such Person issued, incurred or assumed in respect of the purchase price of property or services except for accounts payable incurred in the ordinary course of business;

     (d) all obligations of such Person evidenced by a note, bond, debenture or similar instrument;

     (e) the present value (determined in accordance with GAAP) of all obligations of such Person under leases which shall have been or should be recorded as capitalized leases in accordance with GAAP or under any Synthetic Lease of such Person;

     (f) all Guaranties (other than Consumer Obligations) of such Person in respect of indebtedness of any other Person of any of the types described in the preceding clauses (a) through (e), provided that, when calculating the amount of any Person’s Indebtedness for Money Borrowed, no Guaranty (but not a Consumer Obligation) of such Person of the type described in this clause (f) shall be included in such calculation unless, and then only to the extent that, the indebtedness relating to such Guaranty, when aggregated with the total indebtedness relating to all other outstanding Guaranties (other than Consumer Obligations) of the Loan Parties of the type described in this clause (f), exceeds $1,000,000;

     (g) the amount of all sinking fund payments or other mandatory redemption or payments on any class of capital stock of such Person;

     (h) the maximum stated amount from time to time available for drawing under any letters of credit issued at the request of such Person;

     (i) the amount of any unreimbursed drawings under letters of credit issued at the request of such Person;

     (j) the amount of obligations of such Person outstanding under a receivables purchase facility on any date of determination that would be characterized as principal payment obligations of such Person if such facility were structured under GAAP as a secured lending transaction other than a purchase; and

     (k) accrued obligations of such Person in respect of earnout or similar payments which (i) are due and payable or (ii) constitute “Indebtedness” under the Existing Bank Loan Agreement.

For all purposes hereof, the Indebtedness for Money Borrowed of any Person shall include the Indebtedness for Money Borrowed of any partnership or joint venture in which such person is a general partner or a joint venturer, unless such Indebtedness for Money Borrowed is non-recourse to such Person.

     “Indemnified Liabilities” is defined in Section 22.10.

     “Indemnitees” means, collectively, the Purchasers, each direct or indirect transferee of all or any part of any Note purchased by the Purchasers under this Agreement and each holder of

Notes and their respective successors and assigns, and the officers, trustees, directors and employees of each of the foregoing.

     “INHAM Exemption” is defined in Section 6.2(e).

     “Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates) more than 10% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.

     “Joint and Several Guaranty” is defined in Section 4.11.

     “Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements).

     “Loan Documents” means, collectively, this Agreement, the Notes, the Joint and Several Guaranty, the Subrogation and Contribution Agreement and all other instruments and documents executed and delivered to the Purchasers by the Loan Parties, or any of them, pursuant to this Agreement.

     “Loan Parties” means, collectively, the Company and the Guarantors.

     “Make-Whole Amount” is defined in Section 8.6.

     “Material” means material in relation to the business, operations, affairs, financial condition, assets, properties, or prospects of the Company and its Subsidiaries taken as a whole.

     “Material Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole, or (b) the ability of the Company or any Loan Party to perform its obligations under this Agreement, the Notes or any other Loan Document, or (c) the validity or enforceability of this Agreement, the Notes or any other Loan Document.

     “Memorandum” is defined in Section 5.3.

     “Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

     “NAIC” means the National Association of Insurance Commissioners or any successor thereto.

     “NAIC Annual Statement” is defined in Section 6.2(a).

     “Net Equity Proceeds” means the proceeds, after payment of all underwriters fees and other expenses, received by the Company in consideration of its sale of its equity securities, provided that the gross amount of such proceeds shall be deemed to be the amount of cash received or the fair value of any property received or obligations satisfied in connection with such sale.

     “Net Proceeds Amount” means, with respect to any sale, assignment, conveyance, exchange, lease or other disposition (“Transfer”) of any property by any Person, an amount equal to the difference of:

     (a) the aggregate amount of the consideration (valued at the fair market value of such consideration at the time of the consummation of such Transfer) received by such Person in respect of such Transfer, minus

     (b) all ordinary and reasonable out-of-pocket costs and expenses, and taxes in respect of, such Transfer actually incurred by such Person, minus

     (c) all amounts applied to Indebtedness secured by such property which is repaid contemporaneously and in connection with such Transfer.

     “New Entity” is defined in Section 10.9(a).

     “Non-Domestic Subsidiary” means a Subsidiary which is incorporated in, or conducts a significant portion of its business activities in, any one or more jurisdictions outside of the United States.

     “Non-Wholly-Owned Subsidiary” means any Subsidiary which is not a Wholly-Owned Subsidiary.

     “Notes” is defined in Section 1.

     “Obligations” means all obligations, liabilities and indebtedness of every nature of the Loan Parties from time to time owing to the Purchasers and the other holders of Notes under the Loan Documents, including, without limitation, (a) all obligations of the Company under the Loan Documents to pay principal, Make-Whole Amount and interest in respect of the Notes, (b) all obligations of the Guarantors in respect of the Joint and Several Guaranty, (c) all obligations of the Loan Parties under the Loan Documents to reimburse or indemnify the Purchasers or any other Indemnitee and (d) all obligations of the Loan Parties to pay fees and expenses pursuant to Section 15.1 and similar sections of the other Loan Documents.

     “Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.

     “On-Going Business” means a distinct operating business, whether operated as a division of a larger business operation or operated independently, which regardless of the form of legal entity, owns or operates the assets and has the liabilities, of such business.

     “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

     “Permitted Liens” means:

     (a) Liens (if any) granted to, or for the benefit of, all of the holders of Notes to secure the Obligations;

     (b) Liens in existence on the date hereof and described in Schedule 10.5;

     (c) bonds, pledges or deposits made to secure payment of worker’s compensation (or to participate in any fund in connection with worker’s compensation), unemployment insurance, pensions or social security programs;

     (d) Liens imposed by mandatory provisions of law such as for materialmen’s, mechanics’, warehousemen’s and other like Liens arising in the ordinary course of business, securing indebtedness whose payment is not yet due, and landlords’ liens, whether arising through contract or by operation by law, but only if the same are not yet due and payable or if the same are being contested in good faith and the payment of which is not at the time required by Section 9.4;

     (e) Liens for taxes, assessments and governmental charges or levies imposed upon a Person or upon such Person’s income or profits or property, but only if the same are not yet due and payable or if the same are being contested in good faith and the payment of which is not at the time required by Section 9.4;

     (f) good faith deposits in connection with tenders, leases, real estate bids or contracts (other than contracts involving the borrowing of money), bonds, pledges or deposits to secure insurance policies or to secure public or statutory obligations, deposits to secure (or in lieu of) surety, stay, appeal or customs bonds and deposits to secure the payment of taxes, assessments, customs duties or other similar charges;

     (g) encumbrances consisting of zoning restrictions, easements, or other restrictions on the use of real property, provided that such do not materially impair the use of such property for the uses intended, and none of which is violated by existing or proposed structures or land use;

     (h) Liens on property of any Consolidated Subsidiary securing obligations of such Consolidated Subsidiary owing to the Company or to any Wholly-Owned Subsidiary;

     (i) Liens created to secure purchase money indebtedness incurred to finance the purchase price of property acquired in the ordinary course of business, but only if each such Lien shall secure only the purchase money indebtedness incurred to purchase the property so acquired and shall be confined solely to such property; provided, however, that, with respect to any single property, the amount of all obligations at any time secured by Liens referred to in this clause (i) does not exceed the lesser of the total

purchase price of such property and the fair market value of such property at the time of such acquisition;

     (j) Liens on Temporary Cash Investments, but only if (A) such Liens secure short-term indebtedness owed by the Company or a Consolidated Subsidiary to the broker or investment banking firm which is holding such Temporary Cash Investments for the account of the Company or a Consolidated Subsidiary and (B) such indebtedness is to be repaid, in the ordinary course of business, by the collection or liquidation of such Temporary Cash Investments at the maturity of such Temporary Cash Investments;

     (k) Liens securing obligations assumed in connection with the merger with or acquisition of another entity by the Company or any Subsidiary, provided that such Liens were not created in anticipation of such merger or acquisition;

     (l) Liens arising by operation of law (and not by contract) in connection with judgments being appealed to the extent such judgment or judgments would not otherwise result in an Event of Default described in Section 11(i);

     (m) Liens securing other Indebtedness for Money Borrowed not described in clauses (a) through (l), inclusive, above; provided that the sum, without duplication, of Indebtedness for Money Borrowed that is secured by Liens permitted pursuant to this clause (m) plus the aggregate amount of Indebtedness for Money Borrowed of the Subsidiaries (determined on a consolidated basis for such Persons) plus the aggregate liquidation value of all Preferred Stock of Subsidiaries held by Persons other than the Company or another Subsidiary does not at any time exceed an amount equal to 20% of Consolidated Net Worth; and

     (n) Limitations imposed by state or federal securities laws restricting the ability of the Company or any Subsidiary to transfer Securities now or hereafter owned by it.

     “Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity or Governmental Authority.

     “Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.

     “Preferred Stock” means any class of capital stock of a Person that is preferred over any other class of capital stock (or similar equity interests) of such Person as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such Person.

     “property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

     “Proposed Prepayment Date” is defined in Section 8.8(c).

     “PTE” is defined in Section 6.2(a).

     “Purchaser” is defined in the first paragraph of this Agreement.

     “QPAM Exemption” is defined in Section 6.2(d).

     “Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

     “Ratable Portion” means, in respect of any Note and any Net Proceeds Amount of any Debt Prepayment Disposition, as contemplated by Section 8.7, an amount equal to the product of (a) the Net Proceeds Amount attributable to such Debt Prepayment Disposition multiplied by (b) a fraction, the numerator of which is the outstanding principal amount of such Note and the denominator of which is the aggregate principal amount of all Senior Indebtedness (including, without limitation, the Indebtedness evidenced by the Notes).

     “Reinvestment Yield” is defined in Section 8.6.

     “Related Fund” means, with respect to any holder of any Note, any fund or entity that (i) invests in Securities or bank loans, and (ii) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.

     “Remaining Average Life” is defined in Section 8.6.

     “Remaining Scheduled Payments” is defined in Section 8.6.

     “Required Holders” means, at any time, the holders of at least a majority in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).

     “Responsible Officer” means the chief executive officer of the Company, any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.

     “SEC” shall mean the Securities and Exchange Commission of the United States, or any successor thereto.

     “Securities” or “Security” shall have the meaning specified in Section 2(1) of the Securities Act.

     “Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

     “Senior Financial Officer” means the chief financial officer, senior vice president-finance, principal accounting officer, treasurer or comptroller of the Company.

     “Senior Indebtedness” means any Indebtedness of the Company other than Indebtedness that is in any manner subordinated in right of payment or security in any respect to Indebtedness evidenced by the Notes.

     “Settlement Date” is defined in Section 8.6.

     “Significant Subsidiaries” means each of Cash America Pawn L.P., Cash America, Inc., Cash America, Inc. of Nevada, and Cash America Net Holdings, LLC.

     “Source” is defined in Section 6.2.

     “South/Latin America” means (i) all countries located both in the northern and western hemispheres of the world that are south of the United States of America, and (ii) all countries located in South America.

     “South/Latin American Entity” means any Person (i) which is organized under the laws of a jurisdiction in South/Latin America or any state thereof, if any, and (ii) of which a majority of the revenues, earnings or other total assets (determined on a consolidated basis with its subsidiaries) are located or derived from operations in South/Latin America.

     “Subrogation and Contribution Agreement” is defined in Section 4.11.

     “Subsidiary” means, as to any Person, any other Person in which (a) such first Person or one or more of its Subsidiaries or (b) such first Person and one or more of its Subsidiaries, owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person, and any partnership, joint venture or limited liability company if more than a 50% interest in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership, joint venture or limited liability company can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.

     “SVO” means the Securities Valuation Office of the NAIC or any successor to such Office.

     “Swap Contract” means (a) any and all interest rate swap transactions, basis swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward foreign exchange transactions, cap transactions, floor transactions, currency options, spot contracts or any other similar transactions or any of the foregoing (including, but without limitation, any options to enter into any of the foregoing), and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc. or any International Foreign Exchange Master Agreement.

     “Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amounts(s) determined as the mark-to-market values(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts.

     “Synthetic Lease” means, at any time, any lease (including leases that may be terminated by the lessee at any time) of any property (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.

     “Temporary Cash Investment” means any of the following investments: (a) investments in open market commercial paper maturing within 180 days after acquisition thereof and rated at least A-1 (or the equivalent thereof) by Standard & Poor’s Ratings Group (or any successor thereto which is a nationally recognized rating agency) or at least P-1 (or the equivalent thereof) by Moody’s Investors Service, Inc. (or any successor thereto which is a nationally recognized rating agency), (b) investments in marketable obligations, maturing within 180 days after acquisition thereof, issued or unconditionally guaranteed by the United States of America or an instrumentality or agency thereof and entitled to the full faith and credit of the United States of America, (c) investments in money market funds that invest solely in the types of investments permitted under clauses (a) and (b) above, (d) investments in repurchase agreements of any financial institution or brokerage firm acceptable to the Required Holders which are fully secured by securities described in clause (b) above, (e) certificates of deposit and time deposits (including Eurodollar deposits), maturing within 180 days from the date of deposit thereof, with a domestic office of (i) any national or state bank or trust company organized under the laws of the United States of America or any state therein and having capital, surplus and undivided profits of at least $100,000,000 or (ii) any other national or state bank so long as all such deposits are federally insured and (f) in the case of any Non-Domestic Subsidiary, certificates of deposit and other instruments substantially equivalent to a certificate of deposit maturing within 180 days from the date of acquisition and issued by a bank or trust company organized and located in the jurisdiction where such Non-Domestic Subsidiary maintains its headquarters having capital, surplus and undivided profits of at least $100,000,000 (or its equivalent in other currencies).

     “USA Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

     “Wholly-Owned Subsidiary” means, at any time, any Consolidated Subsidiary one hundred percent of all of the equity interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries at such time.

SCHEDULE 5.3

DISCLOSURE MATERIALS

Management Power Point Presentation dated December 7, 2009
Investor Due Diligence PowerPoint Presentation dated January 11,2010

SCHEDULE 5.4

SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK

Subsidiaries

						Percentage of Shares of Each
						Class of Capital Stock (or
						Similar Equity Interests)
		Jurisdiction of				Owned by the Company or its
Subsidiary		Organization				Subsidiaries
Bronco Pawn & Gun, Inc.		Oklahoma					100	%
Cash America Advance, Inc.		Delaware					100	%
Cash America Financial Services, Inc.		Delaware					100	%
Cash America Franchising, Inc.		Delaware					100	%
Cash America Global Financing, Inc.		Delaware					100	%
Cash America Global Services, Inc.		Delaware					100	%
Cash America Holding, Inc.		Delaware					100	%
Cash America, Inc.		Delaware					100	%
Cash America, Inc. of Alabama		Alabama					100	%
Cash America, Inc. of Alaska		Alaska					100	%
Cash America, Inc. of Colorado		Colorado					100	%
Cash America, Inc. of Illinois		Illinois					100	%
Cash America, Inc. of Indiana		Indiana					100	%
Cash America, Inc. of Kentucky		Kentucky					100	%
Cash America, Inc. of Louisiana		Delaware					100	%
Cash America, Inc. of Nevada		Nevada					100	%
Cash America, Inc. of North Carolina		North Carolina					100	%
Cash America, Inc. of Oklahoma		Oklahoma					100	%
Cash America, Inc. of South Carolina		South Carolina					100	%
Cash America, Inc. of Tennessee		Tennessee					100	%
Cash America, Inc. of Utah		Utah					100	%
Cash America, Inc. of Virginia		Virginia					100	%
Cash America Management L.P.		Delaware					100	%
Cash America of Mexico, Inc.		Delaware					100	%
Cash America of Missouri, Inc.		Missouri					100	%
EGH Services, Inc.		Delaware					100	%
Cash America Net Holdings, LLC		Delaware					100	%
Cash America Net of Alabama, LLC		Delaware					100	%
Cash America Net of Alaska, LLC		Delaware					100	%
Cash America Net of Arizona, LLC		Delaware					100	%
Cash America Net of California, LLC		Delaware					100	%
Cash America Net of Colorado, LLC		Delaware					100	%