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EXHIBIT 10.16
SIXTH SUPPLEMENT TO 1993 NOTE AGREEMENT
This Sixth Supplement to 1993 Note Agreement (the "Sixth 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 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, and a Fifth Supplement to 1993 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 2.01 of the Note Agreement. Section 2.01 of the
Note Agreement is hereby amended to add the following defined term used in the
Note Agreement:
"Harvey & Thompson Indebtedness" means the indebtedness of Harvey &
Thompson Limited for borrowed money in an aggregate amount not to
exceed 5,000,000 pounds sterling incurred under and pursuant to that
certain Loan Agreement dated August 26, 1993 between Harvey &
Thompson Limited and Barclays Bank PLC as extended by the renewal
agreement dated February 10, 1995.
2. 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, Thomas Hjelm, and the Thomas Hjelm
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
Harvey & Thompson Limited, the Harvey & Thompson 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
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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
3. 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 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.
4. Definitions. All capitalized terms used herein and not otherwise
specifically defined shall have the respective meanings set forth in the Note
Agreement.
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 Sixth Supplement.
6. Counterparts. This Sixth 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., 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 Sixth 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 Sixth 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., Senior Vice President
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: /s/ DIANE HOM
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Name: Diane Hom
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Title: 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.
MR. PAYROLL CORPORATION
CASH AMERICA, INC. OF UTAH
CASH AMERICA FRANCHISING, INC.
By: /s/ THOMAS A. BESSANT, JR.
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Thomas A. Bessant, Jr., Vice President for All
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