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EXHIBIT 10.20
THIRD SUPPLEMENT TO 1995 NOTE AGREEMENT
This Third Supplement to 1995 Note Agreement (the "Third Supplement") is
made and entered into as of the 30th day of December, 1997, by and between Cash
America International, Inc. (the "Company") and Teachers Insurance and Annuity
Association of America ("Teachers").
RECITALS
WHEREAS, the parties hereto have entered into a Note Agreement dated as of
July 7, 1995, pursuant to which the Company issued and Teachers purchased
$20,000,000 aggregate principal amount of the Company's 8.14% Senior Notes Due
July 7, 2007, and the parties have amended said Note Agreement by entering into
a First Supplement to 1995 Note Agreement dated as of November 10, 1995 and a
Second Supplement to 1995 Note Agreement dated as of December 30, 1996 (said
Note Agreement, as amended, being referred to hereafter as the "Note
Agreement"); and
WHEREAS, the Company and Teachers 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 Teachers hereby agree as follows:
1. Amendment to Section 9.08 of the Note Agreement. Paragraph (b)(10) of
Section 9.08 of the Note Agreement is hereby amended to read in its entirety as
follows:
(10) (A) in the case of Pantbelaning, the Pantbelaning Indebtedness,
(B) in the case of Pantbelaning, Xxxxxx Xxxxx, and the Xxxxxx Xxxxx
Affiliates, Indebtedness for Money Borrowed (not to exceed SEK
55,000,000 in the aggregate at any time outstanding) incurred after the
date hereof pursuant to a credit facility to be extended by one or more
banks, but only if no Default shall be in existence at the time of the
incurrence of such indebtedness, and (C) in the case of Xxxxxx &
Xxxxxxxx Limited, the Xxxxxx & Xxxxxxxx Indebtedness plus additional
Indebtedness for Money Borrowed (not to exceed 5,000,000 pounds
sterling in the aggregate at any time outstanding) incurred after the
date hereof pursuant to a credit facility to be extended by one or more
banks, but only if no Default shall be in existence at the time of the
incurrence of such indebtedness; provided that the Indebtedness for
Money Borrowed described in clauses (A), (B) and (C) described above
may be extended, renewed or refinanced so long as there is no increase
in principal amount of such Indebtedness for Money Borrowed and so long
as no Default shall be in existence or shall occur upon such extension,
renewal or refinancing; and
2. Amendment to Section 9.18 of the Note Agreement. Section 9.18 of the
Note Agreement is hereby amended to read in its entirety as follows:
SECTION 9.18. Lines of Business. The Company will not, and will
not permit any Subsidiary to, engage in any business other than (i) the
pawnshop business, (ii) the business
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of cashing checks and conducting related cash dispensing transactions,
(iii) the business of offering tires and wheels on a rent-to-own or
comparable basis and performing ancillary automobile-related services,
and (iv) activities related to the above.
3. Definitions. All capitalized terms used herein and not otherwise
specifically defined shall have the respective meanings set forth in the Note
Agreement.
4. 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.
5. 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., XXXXXXX XXXX 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., MR. PAYROLL CORPORATION, CASH AMERICA, INC.
OF UTAH, and CASH AMERICA FRANCHISING, INC., 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.
IN WITNESS WHEREOF, the undersigned have executed this Third Supplement to
1995 Note Agreement as of the date first written above.
CASH AMERICA INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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Xxxxxx X. Xxxxxxx, Xx., Senior Vice President
and Chief Financial Officer
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: /s/ Xxxxx Xxx
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Name: Xxxxx Xxx
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Title: Director-Private Placements
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GUARANTORS
CASH AMERICA, INC. OF SOUTH CAROLINA
FLORIDA CASH AMERICA, INC.
XXXXXXX XXXX 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.
MR. PAYROLL CORPORATION
CASH AMERICA, INC. OF UTAH
CASH AMERICA FRANCHISING, INC.
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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Xxxxxx X. Xxxxxxx, Xx., Treasurer for All
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