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EXHIBIT 10.3
NINTH SUPPLEMENT TO 1993 NOTE AGREEMENT
This Ninth Supplement to 1993 Note Agreement (the "Ninth Supplement")
is made and entered into as of the 30th day of June, 2000, 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 May 6, 1993, pursuant to which the Company issued and Teachers purchased
$30,000,000 aggregate principal amount of the Company's 8.33% Senior Notes Due
May 1, 2003, and the parties have amended said Note Agreement by entering into a
First Supplement to Note Agreement dated as of September 20, 1994, a Second
Supplement to Note Agreement dated as of May 12, 1995, a Third Supplement to
Note Agreement dated as of July 7, 1995, a Fourth Supplement to 1993 Note
Agreement dated as of November 10, 1995, a Fifth Supplement to 1993 Note
Agreement dated as of December 30, 1996, a Sixth Supplement to 1993 Note
Agreement dated as of December 30, 1997, a Seventh Supplement to 1993 Note
Agreement dated as of December 31, 1998, and an Eighth Supplement to 1993 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 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:
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. SUPPLEMENT FEE.
The Company covenants and agrees to pay a supplement fee to Teachers in
an amount equal to the product of (a) 0.250% and (b) the total outstanding
principal balance of the Notes on August 15, 2000. Such supplement fee shall be
paid in immediately available funds and shall be due and payable to Teachers 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 3. DEFINITIONS.
All capitalized terms used herein and not otherwise specifically
defined shall have the respective meanings set forth in the Note Agreement.
SECTION 4. PAYMENT OF TEACHERS' COUNSEL FEES AND EXPENSES.
The Company agrees to pay upon demand, the reasonable fees and expenses
of Chapman and Cutler, counsel to Teachers, in connection with the negotiation,
preparation, approval, execution and delivery of this Ninth Supplement.
SECTION 5. 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 Ninth Supplement.
SECTION 6. COUNTERPARTS.
This Ninth 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
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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 Ninth 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 Ninth Supplement
to 1993 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:
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: /s/ Diane Hom
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Director - Private Placements
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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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