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EXHIBIT 10.1
THIRD SUPPLEMENT TO 1997 NOTE AGREEMENT
This Third Supplement to 1997 Note Agreement (the "Third Supplement")
is made and entered into as of the 30th day of June, 2000, by and between Cash
America International, Inc. (the "Company") and each of the institutions which
is a signatory to this Third 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, and the parties have amended said Note Agreement by
entering into a First Supplement to 1997 Note Agreement dated as of December 31,
1998 and a Second Supplement to Note Agreement dated as of September 29, 1999
(said Note Agreement, as amended, being referred to hereafter as the "Note
Agreement"); and
WHEREAS, the Company and the Noteholders 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 9.06 OF THE NOTE AGREEMENT.
Section 9.06 of the Note Agreement is hereby amended and restated to
read in its entirety as follows:
SECTION 9.06. Fixed Charge Coverage. The Company will not at
any time permit the ratio of (a) the sum of Consolidated Adjusted Net
Income for the Computation Period plus the aggregate amount of all
taxes, rents, leases and interest expenses deducted from gross income
to obtain such Consolidated Adjusted Net Income to (b) the aggregate
amount of all such rents, leases and interest expenses so deducted to
be less than (i) 1.25 to 1 if the Computation Period ends on or before
March 31, 2001, (ii) 1.35 to 1 if the Computation Period ends after
March 31, 2001 but on or before September 30, 2001, and (iii) 1.5 to 1
if the Computation Period ends after September 30, 2001. As used in
this Section 9.06, "Computation Period" means, at any time, the period
of four consecutive Fiscal Quarters ended on the date of the most
recent balance sheet delivered (or required to be delivered) by the
Company pursuant to clause (a) or (b) of Section 8.01.
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SECTION 2. AMENDMENT TO SECTION 9.08 OF THE NOTE AGREEMENT.
Section 9.08 of the Note Agreement is hereby amended by deleting the
phrase "5,000,000 pounds sterling" from clause (C) of subsection 9.08(b)(10) and
inserting the phrase "10,000,000 pounds sterling" in lieu thereof.
SECTION 3. SUPPLEMENT FEE.
The Company covenants and agrees to pay a supplement fee to each
Noteholder in an amount equal to the product of (a) 0.250% and (b) the total
outstanding principal balance of the Notes held by such Noteholder on August 15,
2000. Such supplement fee shall be paid in immediately available funds and shall
be due and payable to each Noteholder no later than one Business Day after
August 15, 2000. The Company agrees that the failure to pay the supplement fee
provided in this Section 2 shall be an Event of Default under Section 10.01(b)
of the Note Agreement.
SECTION 4. DEFINITIONS.
All capitalized terms used herein and not otherwise specifically
defined shall have the respective meanings set forth in the Note Agreement.
SECTION 5. PAYMENT OF THE NOTEHOLDERS COUNSEL FEES AND EXPENSES.
The Company agrees to pay upon demand, the reasonable fees and expenses
of Chapman and Cutler, counsel to the Noteholders, in connection with the
negotiation, preparation, approval, execution and delivery of this Third
Supplement.
SECTION 6. 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 Third Supplement.
SECTION 7. COUNTERPARTS.
This Third 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
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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 Third 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.
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IN WITNESS WHEREOF, the undersigned have executed this Third Supplement
to 1997 Note Agreement as of the date first written above.
CASH AMERICA INTERNATIONAL, INC.
By: /s/ Thomas A. Bessant, Jr.
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Thomas A. Bessant, Jr. Chief Financial Officer
ACCEPTED AND AGREED TO:
THE TRAVELERS INSURANCE COMPANY
By: /s/ A. William Carnduff
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Its: Second Vice President
THE TRAVELERS LIFE AND ANNUITY COMPANY
By: /s/ A. William Carnduff
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Its: Second Vice President
PRIMERICA LIFE INSURANCE COMPANY
By: /s/ A. William Carnduff
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Its: Second Vice President
NATIONWIDE LIFE INSURANCE COMPANY
By: /s/ Mark W. Poeppelman
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Its: Associate Vice President
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EMPLOYERS LIFE INSURANCE COMPANY OF WAUSAU
By:
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Its:
OHIO NATIONAL LIFE ASSURANCE CORPORATION
By: /s/ Michael A. Boedeker
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Its: Vice President, Senior Investment Officer
MINNESOTA LIFE INSURANCE COMPANY
BY: ADVANTUS CAPITAL MANAGEMENT, INC.
By: /s/ Guy de Lambert
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Its: Vice President
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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/ Thomas A. Bessant, Jr.
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Thomas A. Bessant, Jr., Chief Financial Officer
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