FIRST AMENDMENT TO LETTER OF CREDIT FACILITY

EXHIBIT 10.7

FIRST AMENDMENT TO LETTER OF CREDIT FACILITY

     THIS FIRST AMENDMENT TO LETTER OF CREDIT FACILITY (this “ First Amendment ”), dated as of November 21, 2008, is entered into among CASH AMERICA INTERNATIONAL, INC., a Texas corporation (the “ Borrower ”), the lenders listed on the signature pages hereof as Lenders (the “ Lenders ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and L/C Issuer.

BACKGROUND

     A. The Borrower, the Lenders, the Administrative Agent, and the L/C Issuer are parties to that certain Letter of Credit Facility, dated as of June 30, 2008, (said Letter of Credit Facility, as modified and amended, the “ Letter of Credit Facility ”). The terms defined in the Letter of Credit Facility and not otherwise defined herein shall be used herein as defined in the Letter of Credit Facility.

     B. The Borrower has requested certain amendments to the Letter of Credit Facility.

     C. The Lenders, the Administrative Agent, and the L/C Issuer hereby agree to amend the Letter of Credit Facility, subject to the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are all hereby acknowledged, the Borrower, the Lenders, the L/C Issuer and the Administrative Agent covenant and agree as follows:

     1.  AMENDMENTS .

     (a)  Section 1.01 of the Letter of Credit Facility is hereby amended by adding the defined terms “ Defaulting Lender ”, “ First Amendment Date ”, and “ Impacted Lender ” thereto in proper alphabetical order to read as follows:

     “ Defaulting Lender ” means any Lender that (a) has failed to fund any portion of the Revolving Loans or participations in L/C Obligations required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder unless such failure has been cured, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute or unless such failure has been cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

     “ First Amendment Date ” means November 21, 2008.

     “ Impacted Lender ” means a Defaulting Lender or a Lender as to which (a) the L/C Issuer has a good faith belief that the Lender has defaulted in fulfilling

its obligations under one or more other syndicated credit facilities or (b) an entity that controls the Lender has been deemed insolvent or become subject to a bankruptcy or other similar proceeding.

     (b) The definition of “ Incorporated Agreement ” is hereby amended to read as follows:

     “ Incorporated Agreement ” means that certain First Amended and Restated Credit Agreement, dated as of February 24, 2005, among the Borrower, each lender from time to time party thereto, Wells Fargo Bank, National Association, as Administrative Agent, an L/C Issuer and Swing Line Lender, JPMorgan Chase Bank, N.A., as Syndication Agent, and U.S. Bank National Association, KeyBank National Association and Union Bank of California, N.A., as Co-documentation Agents, as amended by that certain First Amendment to First Amended and Restated Credit Agreement, dated as of March 16, 2007, that certain Commitment Increase Agreement, dated as of February 29, 2008, that certain Second Amendment to First Amended and Restated Credit Agreement, dated as of June 30, 2008, and that certain Third Amendment to First Amended and Restated Credit Agreement, dated as of November 21, 2008. Unless otherwise specified herein, all references to the Incorporated Agreement shall mean the Incorporated Agreement as in effect on the First Amendment Date, without giving effect to any amendment, supplement or other modification thereto or thereof after the First Amendment Date.

     (c) The definition of “ Voting Percentage ” in Section 1.01 of the Letter of Credit Facility is hereby amended and restated to read as follows:

     “ Voting Percentage ” means, as to any Lender, (a) at any time when the Commitments are in effect, such Lender’s Pro Rata Share and (b) at any time after the termination of the Commitments, the percentage (carried out to the ninth decimal place) which (i) the sum of (A) the Outstanding Amount of such Lender’s Revolving Loans, plus (B) such Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations, then constitutes of (ii) the Outstanding Amount of all Revolving Loans and L/C Obligations; provided , however, that if any Lender is a Defaulting Lender, such Lender’s Voting Percentage shall be deemed to be zero, and the respective Pro Rata Shares and Voting Percentages of the other Lenders shall be recomputed for purposes of this definition and the definition of “Required Lenders” without regard to such Defaulting Lender’s Commitment or the outstanding amount of its Revolving Loans and L/C Advances, as the case may be.

     (d)  Section 2.03(a)(ii) of the Letter of Credit Facility is hereby amended and restated as follows:

     (ii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if:

     (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good faith deems material to it;

     (B) subject to Section 2.03(b)(iii) hereof, the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date;

     (C) such Letter of Credit is to be denominated in a currency other than Dollars; or

     (D) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time an Impacted Lender hereunder, unless the L/C Issuer has entered into arrangements satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender.

     (e)  Section 2.10 of the Letter of Credit Facility is hereby amended and restated as follows:

      2.10 Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of any Revolving Loans made by it, or the participations in L/C Obligations held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Revolving Loans made by them and/or such subparticipations in the participations in L/C Obligations held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Revolving Loan or such participations, as the case may be, pro rata with each of them; provided , however , that (i) if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefore, together with an amount equal to such

paying Lender’s ratable share (according to the proportion of (x) the amount of such paying Lender’s required repayment to (y) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section shall not be construed to apply to (x) any payment made by the Borrower purs