Fourth Supplement to 1997 Note Agreement between Cash America International, Inc. and Noteholders

Summary

This agreement is a fourth supplement to the 1997 Note Agreement between Cash America International, Inc. and several institutional noteholders. It amends certain financial definitions and provisions to allow the company to discontinue and sell assets related to its Rent-A-Tire business, provided no default has occurred. The company also agrees to pay the noteholders' legal fees for this amendment. All other terms of the original Note Agreement remain unchanged and are reaffirmed by the parties and guarantors.

EX-10.38 6 d95143ex10-38.txt 4TH SUPPLEMENT TO 1997 NOTE AGREEMENT EXHIBIT 10.38 FOURTH SUPPLEMENT TO 1997 NOTE AGREEMENT This Fourth Supplement to 1997 Note Agreement (the "FOURTH SUPPLEMENT") is made and entered into as of the 30th day of September, 2001, by and between Cash America International, Inc. (the "COMPANY") and each of the institutions which is a signatory to this Fourth Supplement (collectively, the "NOTEHOLDERS"). RECITALS WHEREAS, the parties hereto have entered into a Note Agreement dated as of December 1, 1997, pursuant to which the Company issued and the Noteholders purchased $30,000,000 aggregate principal amount of the Company's 7.10% Senior Notes Due January 2, 2008 (the "NOTES"), and the parties have amended said Note Agreement by entering into a First Supplement to 1997 Note Agreement dated as of December 31, 1998, a Second Supplement to Note Agreement dated as of September 29, 1999, and a Third Supplement to 1997 Note Agreement dated June 30, 2000 (said Note Agreement, as amended, being referred to hereafter as the "NOTE AGREEMENT"); and WHEREAS, the Company and the Noteholders, as holders of the Notes, desire to amend certain provisions of the Note Agreement. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Noteholders hereby agree as follows: SECTION 1. AMENDMENT TO SECTION 2.01 OF THE NOTE AGREEMENT. Section 2.01 of the Note Agreement is hereby amended as follows: (a) The definition of the term "Consolidated Adjusted Net Income" is hereby amended and restated in its entirety to read as follows: "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) plus to the extent such amounts have been deducted in the computation of such consolidated net income for such period, (a) all charges attributable to the Rent-A-Tire Disposition minus (b) the lesser of (i) the Current Add Back Limit for such period and (ii) cash expenditures charged against reserves created pursuant to the discontinuance of the operations of Rent-A-Tire or charged against the income of Rent-A-Tire after September 30, 2001. As used in this definition, the term "Current Add Back Limit" means, for any period, the greater of (x) zero (0) and (y) the result of (i) the aggregate amount of cash charges attributable to the Rent-A-Tire Disposition of the type referred to in clause (b)(ii) above for all periods ending prior to such period minus (ii) $2,600,000. The following new definitions are added to Section 2.01 in alphabetical order: "Rent-A-Tire" means Rent-A-Tire, Inc., a Texas corporation. "Rent-A-Tire Disposition" means the discontinuance of operations and the disposition of assets of 43 Rent-A-Tire stores in existence on June 30, 2001. SECTION 2. AMENDMENT TO SECTION 8.04 OF THE NOTE AGREEMENT. Section 8.04 of the Note Agreement is hereby amended by adding the following sentence to the end of such Section: "Nothing in this Section 8.04 shall prohibit the Company, so long as no Default shall have occurred and be continuing, from consummating the Rent-A-Tire Disposition." SECTION 3. AMENDMENT TO SECTION 9.15 OF THE NOTE AGREEMENT. Section 9.15 of the Note Agreement is hereby amended by adding a new paragraph (c) at the end of Section 9.15 to read in its entirety as follows: (c) Nothing in this Section 9.15 shall prohibit the Company, so long as no Default shall have occurred and be continuing, from consummating the Rent-A-Tire Disposition. SECTION 4. AMENDMENT TO SECTION 9.16 OF THE NOTE AGREEMENT. Section 9.16 of the Note Agreement is hereby amended by changing the paragraph heading of (d) to "(e)," by changing the paragraph heading of (e) to "(f)," and by adding a new Section 9.16 (d) to read in its entirety as follows: (d) The Company may consummate the Rent-A-Tire Disposition. SECTION 5. DEFINITIONS. All capitalized terms used herein and not otherwise specifically defined shall have the respective meanings set forth in the Note Agreement. SECTION 6. PAYMENT OF THE NOTEHOLDERS COUNSEL FEES AND EXPENSES. The Company agrees to pay upon demand, the reasonable fees and expenses of Bingham Dana LLP, special counsel for the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Fourth Supplement. 2 SECTION 7. RATIFICATION OF NOTE AGREEMENT. Except as specified hereinabove, all other terms of the Note Agreement shall remain unchanged and are hereby ratified and confirmed. All references to "this Agreement" or "the Agreement" appearing in the Note Agreement, and all references to the Note Agreement appearing in any other instrument or document, shall be deemed to refer to the Note Agreement as supplemented and amended by this Fourth Supplement. SECTION 8. COUNTERPARTS. This Fourth Supplement may be executed in any number of counterparts and by the parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument. By signing below where indicated, the undersigned, CASH AMERICA, INC. OF SOUTH CAROLINA, FLORIDA CASH AMERICA, INC., GEORGIA CASH AMERICA, INC., CASH AMERICA, INC. OF LOUISIANA, CASH AMERICA, INC. OF NORTH CAROLINA, CASH AMERICA, INC. OF TENNESSEE, CASH AMERICA, INC. OF OKLAHOMA, CASH AMERICA, INC. OF KENTUCKY, CASH AMERICA PAWN, INC. OF OHIO, CASH AMERICA MANAGEMENT L.P., CASH AMERICA PAWN L.P., CASH AMERICA HOLDING, INC., EXPRESS CASH INTERNATIONAL CORPORATION, CASH AMERICA, INC. OF ALABAMA, CASH AMERICA, INC. OF COLORADO, CASH AMERICA, INC. OF INDIANA, CASH AMERICA, INC., CASH AMERICA OF MISSOURI, INC., VINCENT'S JEWELERS AND LOAN, INC., CASH AMERICA, INC. OF UTAH, CASH AMERICA FRANCHISING, INC., CASH AMERICA FINANCIAL SERVICES, INC., CASH AMERICA, INC. OF ILLINOIS, UPTOWN CITY PAWNERS, INC., DOC HOLLIDAY'S PAWNBROKERS & JEWELERS, INC., LONGHORN PAWN & GUN, INC., BRONCO PAWN & GUN, INC., GAMECOCK PAWN & GUN, INC., HORNET PAWN & GUN, INC., TIGER PAWN & GUN, INC., RENT-A-TIRE, INC., and MR. PAYROLL CORPORATION, a Delaware corporation, as Guarantors, do each acknowledge and approve the Note Agreement, as amended by this Fourth Supplement, and the other Loan Documents, and the terms thereof, and specifically agree to comply with all provisions therein and herein which refer to or affect such Guarantors. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. NEXT PAGE IS SIGNATURE PAGE.] 3 IN WITNESS WHEREOF, the undersigned have executed this Fourth Supplement to 1997 Note Agreement as of the date first written above. CASH AMERICA INTERNATIONAL, INC. By: /s/ David J. Clay ------------------------------------- David J. Clay, Vice President and Treasurer ACCEPTED AND AGREED BY: THE TRAVELERS INSURANCE COMPANY By: /s/ Denise T. Duffee ------------------------------------- Denise T. Duffee, Investment Officer THE TRAVELERS LIFE AND ANNUITY COMPANY By: /s/ Denise T. Duffee ------------------------------------- Denise T. Duffee, Investment Officer PRIMERICA LIFE INSURANCE COMPANY By: /s/ Denise T. Duffee ------------------------------------- Denise T. Duffee, Investment Officer NATIONWIDE LIFE INSURANCE COMPANY By: /s/ Mark W. Poeppelman ------------------------------------- Mark W. Poeppelman, Associate Vice President NATIONWIDE LIFE INSURANCE COMPANY (AS SUCCESSOR TO EMPLOYERS LIFE INSURANCE COMPANY OF WAUSAU) By: /s/ Mark W. Poeppelman ------------------------------------- Mark W. Poeppelman, Associate Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Michael A. Boedeker ------------------------------------- Michael A. Boedeker, Senior Vice President MINNESOTA LIFE INSURANCE COMPANY BY: ADVANTUS CAPITAL MANAGEMENT, INC. By: /s/ Vicki L. Bailey ------------------------------------- Vicki L. Bailey, Vice President GUARANTORS CASH AMERICA, INC. OF SOUTH CAROLINA FLORIDA CASH AMERICA, INC. GEORGIA CASH AMERICA, INC. CASH AMERICA, INC. OF LOUISIANA CASH AMERICA, INC. OF NORTH CAROLINA CASH AMERICA, INC. OF TENNESSEE CASH AMERICA, INC. OF OKLAHOMA CASH AMERICA, INC. OF KENTUCKY CASH AMERICA PAWN, INC. OF OHIO CASH AMERICA MANAGEMENT L. P., A DELAWARE LIMITED PARTNERSHIP, BY ITS GENERAL PARTNER, CASH AMERICA HOLDING, INC. CASH AMERICA PAWN L. P., A DELAWARE LIMITED PARTNERSHIP, BY ITS GENERAL PARTNER, CASH AMERICA HOLDING, INC. CASH AMERICA HOLDING, INC. EXPRESS CASH INTERNATIONAL CORPORATION CASH AMERICA, INC. OF ALABAMA CASH AMERICA, INC. OF COLORADO CASH AMERICA, INC. OF INDIANA CASH AMERICA, INC. CASH AMERICA OF MISSOURI, INC. VINCENT'S JEWELERS AND LOAN, INC. CASH AMERICA, INC. OF UTAH CASH AMERICA FRANCHISING, INC. CASH AMERICA FINANCIAL SERVICES, INC. CASH AMERICA, INC. OF ILLINOIS UPTOWN CITY PAWNERS, INC. DOC HOLLIDAY'S PAWNBROKERS & JEWELERS, INC. LONGHORN PAWN & GUN, INC. BRONCO PAWN & GUN, INC. GAMECOCK PAWN & GUN, INC. HORNET PAWN & GUN, INC. TIGER PAWN & GUN, INC. RENT-A-TIRE, INC. MR. PAYROLL CORPORATION, A DELAWARE CORPORATION By: /s/ David J. Clay ------------------------------------- David J. Clay, Vice President and Treasurer