FIRST AMENDMENT TO STANDBY LETTER OF CREDIT AGREEMENT

EX-10.3 4 d573195dex103.htm EX-10.3 EX-10.3

Exhibit 10.3

THIS FIRST AMENDMENT TO STANDBY LETTER OF CREDIT AGREEMENT (this “Amendment”), dated as of May 10, 2013, is by and among CASH AMERICA INTERNATIONAL, INC., a Texas corporation (the “Applicant”), the guarantors party hereto (the “Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”).

W I T N E S S E T H:

WHEREAS, the Applicant, the Guarantors and Wells Fargo are parties to that certain Standby Letter of Credit Agreement (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Agreement”), dated as of March 30, 2011. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.

WHEREAS, the Applicant has requested that Wells Fargo extend the Maturity Date of the Agreement; and

WHEREAS, Wells Fargo is willing to make such amendment to the Agreement, in accordance with and subject to the terms and conditions set forth herein.

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

Section 1. Definition of “Maturity Date”. The definition of “Maturity Date” set forth in Section 1 of the Agreement is hereby amended and restated in its entirety to read as follows:

“Maturity Date” shall mean March 31, 2018.

Section 2. Miscellaneous Provisions.

(a) Effect of Amendment. Except as set forth expressly hereinabove, all terms of the Agreement shall be and remain in full force and effect, and shall constitute the legal, valid and binding and enforceable obligations of the Applicant.

(b) Ratification. The Applicant and each Guarantor hereby restates, ratifies and reaffirms each and every term, covenant and condition set forth in the Agreement effective as of the date hereof.

(c) Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument.

(d) Governing Law. This Amendment shall be governed by and be construed in accordance with the laws of the State of Texas.

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CASH AMERICA INTERNATIONAL, INC.

AMENDMENT TO STANDBY LETTER OF CREDIT AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their duly authorized officers as of the date first above written.


WELLS FARGO BANK, NATIONAL ASSOCIATION

By:		/s/ Jeffrey D. Bundy
Name:		Jeffrey D. Bundy
Title:		Vice President

CASH AMERICA INTERNATIONAL, INC.

AMENDMENT TO STANDBY LETTER OF CREDIT AGREEMENT


	CASH AMERICA INTERNATIONAL, INC.,
	a Texas corporation

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

GUARANTORS:	ENOVA INTERNATIONAL, INC.

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

	CASH AMERICA MANAGEMENT L.P.
	CASH AMERICA PAWN L.P.

	By:	Cash America Holding, Inc.
		The General Partner of each of the foregoing entities

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

	OHIO NEIGHBORHOOD CREDIT SOLUTIONS, LLC

	By:	Ohio Neighborhood Finance, Inc.,
		Its sole member

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

CASH AMERICA INTERNATIONAL, INC.

AMENDMENT TO STANDBY LETTER OF CREDIT AGREEMENT


CNU ONLINE HOLDINGS, LLC DEBIT PLUS, LLC BILLERS ACCEPTANCE GROUP DP LABOR HOLDINGS, LLC PF LABOR HOLDINGS, LLC

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

BRONCO PAWN & GUN, INC. CASH AMERICA ADVANCE, INC. CASH AMERICA FINANCIAL SERVICES, INC. CASH AMERICA FRANCHISING, INC. CASH AMERICA GLOBAL FINANCING, INC. CASH AMERICA GLOBAL SERVICES, INC. CASH AMERICA HOLDING, INC. CASH AMERICA, INC. CASH AMERICA, INC. OF ALABAMA CASH AMERICA, INC. OF ALASKA CASH AMERICA, INC. OF COLORADO CASH AMERICA, INC. OF ILLINOIS CASH AMERICA, INC. OF INDIANA CASH AMERICA, INC. OF KENTUCKY CASH AMERICA, INC. OF LOUISIANA CASH AMERICA OF MISSOURI, INC. CASH AMERICA, INC. OF NEVADA CASH AMERICA, INC. OF NORTH CAROLINA CASH AMERICA, INC. OF OKLAHOMA CASH AMERICA, INC. OF SOUTH CAROLINA CASH AMERICA, INC. OF TENNESSEE CASH AMERICA, INC. OF UTAH CASH AMERICA, INC. OF VIRGINIA CASH AMERICA INTERNET SALES, INC. CASH AMERICA OF MEXICO, INC. CASH AMERICA PAWN, INC. OF OHIO CASHLAND FINANCIAL SERVICES, INC. CNU DOLLARSDIRECT INC.

CASH AMERICA INTERNATIONAL, INC.

AMENDMENT TO STANDBY LETTER OF CREDIT AGREEMENT


CNU DOLLARSDIRECT LENDING INC. DOC HOLLIDAY’S PAWNBROKERS & JEWELLERS, INC. ENOVA ONLINE SERVICES, INC. EXPRESS CASH INTERNATIONAL CORPORATION FLORIDA CASH AMERICA, INC. GAMECOCK PAWN & GUN, INC. GEORGIA CASH AMERICA, INC. HORNET PAWN & GUN, INC. LONGHORN PAWN AND GUN, INC. MOBILE LEASING GROUP, INC. MR. PAYROLL CORPORATION OHIO NEIGHBORHOOD FINANCE, INC. RATI HOLDING, INC. TIGER PAWN & GUN, INC. UPTOWN CITY PAWNERS, INC. VINCENT’S JEWELERS AND LOAN, INC.

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

CASH AMERICA INTERNATIONAL, INC.

AMENDMENT TO STANDBY LETTER OF CREDIT AGREEMENT

CNU OF ALABAMA, LLC

CNU OF ALASKA, LLC

CNU OF ARIZONA, LLC

CNU OF CALIFORNIA, LLC

CNU OF COLORADO, LLC

CNU OF DELAWARE, LLC

CNU OF FLORIDA, LLC

CASHNETUSA OF FLORIDA, LLC

CNU OF HAWAII, LLC

CNU OF IDAHO, LLC

CNU OF ILLINOIS, LLC

CNU OF INDIANA, LLC

CNU OF KANSAS, LLC

CNU OF LOUISIANA, LLC

CNU OF MAINE, LLC

CASHNET CSO OF MARYLAND, LLC

CNU OF MICHIGAN, LLC

CNU OF MINNESOTA, LLC

CNU OF MISSISSIPPI, LLC

CNU OF MISSOURI, LLC

CNU OF MONTANA, LLC

CNU OF NEVADA, LLC

CNU OF NEW HAMPSHIRE, LLC

CNU OF NEW MEXICO, LLC

CNU OF NORTH DAKOTA, LLC

CNU OF OHIO, LLC

OHIO CONSUMER FINANCIAL SOLUTIONS, LLC

CNU OF OKLAHOMA, LLC

CNU OF OREGON, LLC

CNU OF RHODE ISLAND, LLC

CNU OF SOUTH CAROLINA, LLC

CNU OF SOUTH DAKOTA, LLC

CNU OF TENNESSEE, LLC

CNU OF TEXAS, LLC

CNU OF UTAH, LLC

CNU OF VIRGINIA, LLC

CNU OF WASHINGTON, LLC

CNU OF WISCONSIN, LLC

CNU OF WYOMING, LLC

CASH AMERICA INTERNATIONAL, INC.

AMENDMENT TO STANDBY LETTER OF CREDIT AGREEMENT


DOLLARSDIRECT, LLC CASHEURONET UK, LLC EURONETCASH, LLC ENOVA BRAZIL, LLC

By:	CNU Online Holdings, LLC,
	The sole member of each of the foregoing entities

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

CNU TECHNOLOGIES OF ALABAMA, LLC CNU TECHNOLOGIES OF ARIZONA, LLC CNU TECHNOLOGIES OF CALIFORNIA, LLC CNU TECHNOLOGIES OF IOWA, LLC CNU TECHNOLOGIES OF NEW MEXICO, LLC CNU TECHNOLOGIES OF SOUTH CAROLINA, LLC CNU TECHNOLOGIES OF WISCONSIN, LLC TRAFFICGEN, LLC AEL NET MARKETING, LLC AEL NET OF ILLINOIS, LLC AEL NET OF MISSOURI, LLC NC FINANCIAL SOLUTIONS, LLC


By:	CNU Online Holdings, LLC,
	The sole member of each of the foregoing entities

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

NC FINANCIAL SOLUTIONS OF ALABAMA, LLC NC FINANCIAL SOLUTIONS OF ARIZONA, LLC NC FINANCIAL SOLUTIONS OF CALIFORNIA, LLC NC FINANCIAL SOLUTIONS OF COLORADO, LLC NC FINANCIAL SOLUTIONS OF DELAWARE, LLC NC FINANCIAL SOLUTIONS OF GEORGIA, LLC

CASH AMERICA INTERNATIONAL, INC.

AMENDMENT TO STANDBY LETTER OF CREDIT AGREEMENT


NC FINANCIAL SOLUTIONS OF IDAHO, LLC NC FINANCIAL SOLUTIONS OF ILLINOIS, LLC NC FINANCIAL SOLUTIONS OF KANSAS, LLC NC FINANCIAL SOLUTIONS OF MARYLAND, LLC NC FINANCIAL SOLUTIONS OF MISSISSIPPI, LLC NC FINANCIAL SOLUTIONS OF MISSOURI, LLC NC FINANCIAL SOLUTIONS OF NEVADA, LLC NC FINANCIAL SOLUTIONS OF NEW MEXICO, LLC NC FINANCIAL SOLUTIONS OF NORTH DAKOTA, LLC NC FINANCIAL SOLUTIONS OF OHIO, LLC NC FINANCIAL SOLUTIONS OF SOUTH CAROLINA, LLC NC FINANCIAL SOLUTIONS OF SOUTH DAKOTA, LLC NC FINANCIAL SOLUTIONS OF TENNESSEE, LLC NC FINANCIAL SOLUTIONS OF TEXAS, LLC NC FINANCIAL SOLUTIONS OF UTAH, LLC NC FINANCIAL SOLUTIONS OF VIRGINIA, LLC NC FINANCIAL SOLUTIONS OF WISCONSIN, LLC

By:	NC Financial Solutions, LLC
	The sole member of each of the foregoing entities

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


CASHNETUSA CO LLC CASHNETUSA OR LLC THE CHECK GIANT NM LLC

By:	CNU of New Mexico, LLC,
	Manager of each of the foregoing entities

	By:	CNU Online Holdings, LLC
		Its sole member

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

CASH AMERICA INTERNATIONAL, INC.

AMENDMENT TO STANDBY LETTER OF CREDIT AGREEMENT


DEBIT PLUS TECHNOLOGIES, LLC DEBIT PLUS SERVICES, LLC DEBIT PLUS PAYMENT SOLUTIONS, LLC

By:	Debit Plus, LLC,
	The sole member of each of the foregoing entities

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


STRATEGIC RECEIVABLE MANAGEMENT SOLUTIONS, LLC

By:	/s/ J/ Curtis Linscott
	Name:	J. Curtis Linscott
	Title:	Manager

ENOVA FINANCIAL HOLDINGS, LLC

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

CAMEX HOLDING, LLC

By:	Cash America of Mexico, Inc.,
	Its sole member

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