AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

AMENDED AND RESTATED CREDIT AGREEMENT

among

QC HOLDINGS, INC.

and

THE LENDERS THAT ARE PARTIES HERETO

and

U.S. BANK NATIONAL ASSOCIATION, as Agent and Arranger

December 7, 2007

TABLE OF CONTENTS

i

ii

SCHEDULES

iii

EXHIBITS

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THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of December 7, 2007, is by and among QC HOLDINGS, INC., a Kansas corporation (the “Borrower”), the Lenders that are parties hereto (being hereinafter referred to individually as a “Lender” or collectively as the “Lenders”), and U.S. BANK NATIONAL ASSOCIATION, in its capacity as Agent (the “Agent”).

INTRODUCTION

A. The Borrower, certain banks party thereto and the Agent previously entered into a Credit Agreement dated January 19, 2006 (the “Prior Credit Agreement”) pursuant to which the Lenders committed to make revolving loans to the Borrower in an aggregate amount up to $45,000,000.

B. The Borrower, the Lenders and the Agent enter into this Agreement for the purpose of amending and restating the Prior Credit Agreement and to set forth the terms and conditions pursuant to which the Borrower may obtain revolving credit (which includes provisions permitting the issuance of letters of credit), Swingline and term loan facilities.

Now, therefore, the parties agree as follows:

ARTICLE I. DEFINITIONS

1.01 Certain Definitions . In addition to the terms defined elsewhere in this Agreement, when used in this Agreement, the following capitalized terms shall have the following meanings:

“ Acquisition ” means the acquisition of (i) a controlling equity interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity interest or upon exercise of an option or warrant for, or conversion of securities into, such equity interest, or (ii) assets of another Person which constitute a material part of the assets of such Person or of a line or lines of business conducted by such Person.

“ Adjusted LIBOR Rate ” means, for any Loan Period and the applicable LIBOR Rate Loan, the per annum rate of interest equal to the sum of (a) the Applicable Margin plus (b) the LIBOR Rate for such Loan Period.

“ Affiliate ” means, when used with respect to any Person, any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person. For purposes of this Agreement, “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), with respect to any Person, shall mean possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

“ Agent ” means U.S. Bank in its capacity as administrative agent and collateral agent for the Lenders, and any successor thereto appointed pursuant to Section 9.11.

“ Agent Fee Letter ” means the letter agreement by and between Borrower and Agent referenced as “Fee Letter” dated December 6, 2007.

“ Agreement ” means this Amended and Restated Credit Agreement, as amended, supplemented or restated from time to time.

“ Applicable Margin ” means that percent per annum set forth below, which shall be based upon the consolidated Leverage Ratio of the Borrower for the four (4) full consecutive fiscal quarters of Borrower and its Subsidiaries, taken together as one accounting period, immediately preceding a Determination Date (as defined below) as specified below:

The Applicable Margin shall be determined as of the last day of each fiscal quarter of the Borrower (each, a “Determination Date”). Any change in the Applicable Margin following each Determination Date shall be determined based on the computations set forth in the certificate furnished to Agent pursuant to Section 7.01(d)(ii) and (iii) of this Agreement, subject to review and approval of such computations by the Agent, and shall be effective commencing on the fifth (5 ^th ) Business Day following the date such certificate is received until the fifth (5 ^th ) Business Day following the date on which a new certificate is delivered or is required to be delivered, whichever shall first occur; provided , however , that if Borrower shall fail to deliver any such certificate within the time period required by Section 7.01(d)(ii) or (iii) then the Applicable Margin shall be at the highest rates specified in the foregoing grid from the date such certificate was due until the appropriate certificate is so delivered. Notwithstanding the foregoing, during the period commencing on the Closing Date and ending on the fifth (5 ^th ) Business Day following the date on which the certificate (required by Section 7.01(d)(ii)) containing financial computations for the March 31 determination date is due, the Applicable Margin for each Base Rate Loan, each LIBOR Rate Loan, and the Applicable Non-Use Fee Percentage shall be determined in accordance with Tier 3 above.

“ Applicable Non-Use Fee Percentage ” means the percentage referenced in the definition of “Applicable Margin” as the “Non-Use Fee Percentage”.

“ Applicable Rate ” means, with respect to any Loans, the Base Rate or the Adjusted LIBOR Rate, as applicable, as in effect from time to time.

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“ Applicable Revolving Commitment Percentage ” means, for each Lender, the Revolving Loan percentage from time to time specified for that Lender in Schedule 2.01 attached hereto, as amended from time to time.

“ Applicable Term Loan Commitment Percentage ” means, for each Term Loan Lender, a fraction (expressed as a percentage carried to the ninth decimal place), the numerator of which is, prior to funding of the Term Loan, such Lender’s Term Loan Committed Amount, and after funding of the Term Loan, is the principal amount of such Lender’s Term Loan, and the denominator of which is, prior to funding of the Term Loan, the aggregate principal amount of the Term Loan Commitments, and after funding of the Term Loan, the then outstanding principal balance of the Term Loan. The initial Applicable Term Loan Commitment Percentages are set out in Schedule 2.03.

“ Applications and Agreements for Letters of Credit ” means, collectively, the Applications and Agreements for Letters of Credit, or similar documentation, executed by Borrower from time to time and delivered to the Issuing Lender to support the issuance of Letters of Credit.

“ Arranger ” means U.S. Bank.

“ Assignment and Acceptance ” shall have the meaning such term is given in Section 11.07(a) of this Agreement.

“ Base Rate ” means the per annum rate of interest equal to the Floating Index from time to time plus the Applicable Margin, which Base Rate shall change simultaneously with any change in the Floating Index.

“ Base Rate Loan ” means any Loan which bears interest at or by reference to the Base Rate.

“ Borrowing Base ” means the sum of (i) 100% of Cash Holdings and (ii) 80% of Eligible Loan Receivables.

“ Borrowing Base Certificate ” means a Borrowing Base Certificate substantially in the form of Exhibit G hereto.

“ Business Day ” means a day other than a Saturday, Sunday or other day on which the Agent is not open to the public for carrying on substantially all of its banking functions; provided , however , that, for purposes of determining the LIBOR Rate or an applicable Loan Period for a LIBOR Rate Loan, references to Business Day shall include only those days on which dealings in Dollar deposits are carried out by U.S. financial institutions in the London, England interbank market.

“ Capital Expenditures ” means any expenditure to acquire or improve capital assets that is required to be capitalized pursuant to GAAP, including, without limitation, Capital Leases.

“ Capital Lease ” of any Person means any lease of property which, in accordance with GAAP, is required to be capitalized on the books of such Person.

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“ Cash Equivalents ” means, as to any Person:

(a) Obligations issued, sponsored, or guaranteed by the U.S. Government or any of its agencies, including, but not limited to, bills, notes, bonds, and debentures;

(b) Fixed, floating or variable rate obligations of domestic or foreign banks their branches, and bank holding companies including, but not limited to, commercial paper, certificates of deposit, time deposits, notes and bonds;

(c) Investment of money in an investment company organized under the Investment Company Act of 1940, as amended, or in pooled accounts or funds offered through mutual funds, investment advisors, banks and brokerage house which invests its assets in obligations of the type described in (a) through (c) above including, but not be limited to, money market funds or short-term and intermediate term bond funds.

Notwithstanding the forgoing, Cash Equivalents shall be subject to the following limitations: (i) all securities constituting Cash Equivalents shall have short term ratings of at least A2/P2 and/or long term ratings at least equivalent to investment grade (Baa), (ii) except for obligations issued by the U.S. Government or its agencies and investments that can be liquidated within five Business Days, no single security or group of securities from the same issuer shall exceed $10,000,000 or 25% of all Cash Equivalents, (iii) a maximum of 50% of Cash Equivalents may be invested in short term obligations rated A2/P2 at the time of purchase with a maturity of 60 days or less, (iv) no security shall have a maturity greater than one year and (v) all securities constituting Cash Equivalents shall be denominated in the currency of the United States of America.

“ Cash Holdings ” means the sum of (i) cash held in stores, (ii) cash in depository accounts maintained with the Agent, (iii) cash in depository accounts with financial institutions that have executed and delivered a Deposit Account Control Agreement for the benefit of the Agent, (iv) the amount of items in clearing with the Agent or any financial institution that is a party to a Deposit Account Control Agreement, and (v) Cash Equivalents held with securities intermediaries that have executed and delivered a Securities Account Control Agreement for the benefit of the Agent, and (vi) cash in transit with armored carriers.

“ Cash Operating Expenses ” means the sum of Regional Expenses and Corporate Expenses, as each such item is shown on the financial statements of the Borrower.

“ Change of Control ” means, with respect to any Person, an event or series of events by which:

(a) any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 25% or more of the equity securities of such Person

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entitled to vote for members of the board of directors or equivalent governing body of such Person on a fully-diluted based (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);

(b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of such Person cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors) or

(c) any individual(s) or entity(s) acting in concert (but excluding any individuals or entities acting in concert with Don Early) shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of such Person, or control over the equity securities of such Person entitled to vote for members of the board of directors or equivalent governing body of such Person on a fully-diluted basis (and taking into account all such securities that such individual(s) or entity(s) or group has the right to acquire pursuant to any option right) representing 25% or more of the combined voting power of such securities;

provided , however , a Change of Control shall not be deemed to have occurred as a result of any of the foregoing which arose solely as a result of the death of Don Early and the subsequent disposition of equity securities owned by Don Early at his death by any trust under which Don Early was the Grantor as long as the purchaser of such equity securities shall not, after such purchase, own 50% or more of the voting equity securities of such Person.

“ Closing Date ” means the date on which this Agreement has been executed by the Borrower, the Lenders and the Agent and on which all conditions precedent to the making of the initial extensions of credit hereunder have been satisfied.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations thereunder.

“ Collateral ” means all assets of the Borrower and its Subsidiaries identified in the Security Agreement, the Pledge Agreement, the Subsidiary Security Agreement(s), and any other security document delivered pursuant to this Agreement.

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“ Commitment ” means, collectively, the Revolving Loan Commitments and the Term Loan Commitments.

“ Consolidated ” or “ consolidated ” means, when used with reference to any financial term in this Agreement, the aggregate for the Borrower and its Subsidiaries of the amounts signified by such term for all such Persons determined on a consolidated basis in accordance with GAAP.

“ Consolidated EBITDA ” means, for any period, the sum of (a) Consolidated Net Income during such period, plus (b) to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense during such period, plus (ii) all provisions for any federal, state, local and/or foreign income taxes made by the Borrower and its Subsidiaries during such period (whether paid, accrued or deferred), plus (iii) all depreciation and amortization expenses of the Borrower and its Subsidiaries during such period, plus (iv) any non-recurring losses approved by the Agent and any extraordinary losses for such period, plus (v) any losses from the sale or other disposition of Property other than in the ordinary course of business during such period, plus (vi) the decrease, if any, during the subject period in the Rate Hedging Termination Value under any Hedge Agreement to which such Person is a party to the extent such Rate Hedging Termination Value is owed or would be owed by such Person, plus (vii) the aggregate actual out of pocket transaction fees and expenses incurred in connection with a Permitted Acquisition to the extent not capitalized by the Borrower and in any event, such aggregate amount not to exceed the greater of $50,000 or 5% of the purchase price of the acquired business or assets in the Permitted Acquisition, but not to exceed $250,000, plus (viii) non-cash charges related to equity based compensation of employees or directors, minus (c) to the extent added in determining such Consolidated Net Income, the sum of (i) any non-recurring gains approved by the Agent and any extraordinary gains during such period, minus (ii) the increase, if any, during the subject period in the Rate Hedging Termination Value under any Hedge Agreement to which such Person is a party to the extent such Rate Hedging Termination Value is owed or would be owed to such Person, plus (iii) any gains from the sale or other disposition of Property other than in the ordinary course of business during such period, all determined on a Consolidated basis in accordance with GAAP. Such Consolidated EBITDA may be adjusted for any Permitted Acquisition occurring after the Closing Date using the actual trailing twelve (12) month Consolidated EBITDA of the acquired entity, as reviewed and approved by the Agent.

“ Consolidated Excess Cash Flow ” means the difference between (a) Consolidated EBITDA during such period (excluding that portion of any pro forma trailing twelve-month Consolidated EBITDA adjustment, if any, for any Permitted Acquisition related to any period prior to the consummation of such Permitted Acquisition), plus (b) decreases in Working Capital, minus (c) the sum of (i) the aggregate amount of all principal payments, whether scheduled payments, mandatory prepayments (excluding Consolidated Excess Cash Flow payments from prior year) or voluntary prepayments, paid by the Borrower and the Subsidiaries on all debt during such period (including the principal portion of payments in respect of Capitalized Leases but, excluding principal payments on the Revolving Loans except in connection with a permanent reduction in the Revolving Loan Commitment), (ii) all obligations for interest paid by the Borrower and the Subsidiaries or due in cash during such period (including, without limitation, the capitalized interest portion of Capitalized Lease obligations paid or due in cash and the interest portion of any deferred payment obligation paid or due in

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cash during such period), (iii) all capital expenditures made by the Borrower and the Subsidiaries during such period (net of any debt incurred by the Borrower or any such Subsidiary to finance such capital expenditure); (iv) all Federal, state, local or foreign income taxes paid or payable by the Borrower and the Subsidiaries in cash during such period; and (v) increases in Working Capital, all determined on a consolidated basis and in accordance with GAAP.

“ Consolidated Net Income ” of the Borrower means, for any period, the consolidated net income of the Borrower and its Subsidiaries determined in accordance with GAAP, but not including in the computation thereof the amounts (including related expenses and any tax effect related thereto) resulting from: (a) any gains resulting from the revaluation of assets, (b) any gains resulting from an acquisition by the Borrower or any of its Subsidiaries at a discount of any debt of any Borrower or any of its Subsidiaries, (c) any earnings of any Person acquired by the Borrower or any of its Subsidiaries through purchase, merger or consolidation or otherwise for any time prior to the date of acquisition, (d) any deferred credit representing the excess of equity in any Subsidiary of the Borrower at the date of acquisition over the cost of the investment in such Subsidiary, or (e) any net gain from the collection of life insurance policies.

“ Contingent Liabilities ” of any Person means, as of any date, all obligations of such Person or of others for which such Person is contingently liable, as obligor, guarantor, surety or in any other capacity, or in respect of which obligations such Person assures a creditor against loss or agrees to take any action to prevent any such loss (other than endorsements of negotiable instruments for collection in the ordinary course of business), including all reimbursement obligations of such Person in respect of any letters of credit, surety bonds or similar obligations and all obligations of such Person to advance funds to, or to purchase assets, property or services from, any other Person in order to maintain the financial condition of such other Person; provided, Contingent Liabilities shall not include Third Party Guarantees.

“ Current Maturities of Long-Term Debt ” means, as of any determination date, the aggregate amount of principal payments that were required to be paid during twelve (12) months ending on the determination date on indebtedness (including the principal portion of payments in respect of Capital Leases, but excluding principal payments in respect of the Revolving Loans).

“ Default ” means any of the events or conditions described in Section 8.01, the occurrence of which might become an Event of Default with notice or lapse of time or both.

“ Defaulting Lender ” means any Lender that (i) has failed to fund any portion of the Loans or Participations in the Letters of Credit required to be funded by it hereunder within one Business Day of the date required by it hereunder, (ii) has otherwise failed to pay over to the Agent or any other Lender any other amount required to be funded by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

“ Default Rate ” means the rate per annum which is two percent (2%) per annum in excess of the Base Rate, as adjusted from time to time.

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“ Deposit Account Control Agreement ” means any Deposit Account Control Agreement required by Agent to perfect its security interest in cash deposits of the Borrower or a Guarantor which are held in a financial institution other than U.S. Bank.

“ Distribution ” means any declaration, payment or setting apart of any sum for payment of any dividend (except a dividend payable in common stock of the Borrower) on, or any distribution (except a distribution in common stock of the Borrower) in respect of, any shares of capital stock of the Borrower.

“ Dollars ” and “ $ ” means, the lawful money of the United States of America.

“ Eligible Loan Receivable ” means a loan which (i) arose in the ordinary course of the payday lending, installment lending or the title loan and auto loan finance business; (ii) is not more than ten (10) days past due; (iii) is not subject to a claim or threat of a defense or set-off; (iv) is not due from a debtor that is deceased or dissolved or which is subject to a bankruptcy, insolvency, receivership or similar proceeding; (v) is not owed by an Affiliate; (vi) is not unacceptable to the Agent in the exercise of its reasonable credit judgment; and (vii) is subject to a first-perfected security interest held by the Agent for the benefit of the Lenders; provided , however , any loan, or portion of a loan, which is (x) a title loan that results in the total amount of title loans exceeding ten percent (10%) of total loans, (y) an installment loan originated in connection with the sale of an automobile through the Borrower’s auto sales subsidiaries that results in the total amount of such loans exceeding ten percent (10%) of total loans, or (z) the rollover of a previous loan and results in the total amount of rollover loans exceeding thirty percent (30%) of total loans, shall not constitute Eligible Loan Receivable.

“ Environmental Laws ” means any and all Governmental Regulations concerning the protection of, or regulating the discharge of substances into, the environment, including the Governmental Regulations specified in the definition of Hazardous Materials.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations thereunder.

“ ERISA Affiliate ” means, with respect to any Person, any trade or business (whether or not incorporated) which, together with such Person or any Subsidiary of such Person, would be treated as a single employer under Section 414 of the Code.

“ Event of Default ” means any of the events or conditions described in Section 8.01.

“ Federal Funds Rate ” for any day means the per annum rate (rounded upwards, if necessary, to the nearest one-hundredth of one percent (1/100%)) that is equal to the average of the rates on reserves traded for overnight use among members of the Federal Reserve System arranged by federal funds brokers, as published for such day by the Federal Reserve Lender of New York, or, if such rate is not published for any day, the average of the quotations for such rates received by the Agent from three federal funds brokers of recognized standing selected by the Agent in its discretion.

“ First Closing Date ” means January 19, 2006.

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“ Fiscal Year ” means the twelve (12) month fiscal period of Borrower and its Subsidiaries which begins on January 1 of each calendar year and ends on December 31 of the same calendar year.

“ Fixed Charge Coverage Ratio ” means, as of the date of determination, the ratio of Operating Cash Flow to Fixed Charges, all such items being calculated for the four (4) consecutive fiscal quarters of the Borrower ending on or immediately prior to such date of determination.

“ Fixed Charges ” means, for the determination period, the sum of (i) Interest Expense, (ii) Current Maturities of Long-Term Debt, and (iii) Operating Lease Expense, all as determined on a Consolidated basis in accordance with GAAP.

“ Floating Index ” means, at any time, the higher of (i) the Prime Rate or (ii) the Federal Funds Rate plus one-half of one percent (0.50%).

“ Funding Date ” means any Business Day designated by the Borrower as a day on which (a) a Loan is to be made, (b) a Base Rate Loan is to be converted to a LIBOR Rate Loan, or (c) a Loan Period is to be renewed or extended, each in accordance with the terms and conditions of this Agreement.

“ GAAP ” means generally accepted accounting principles as set forth by governing accounting authorities in the United States of America, such as the Financial Accounting Standards Board and the Securities and Exchange Commission, as such principles may change from time to time.

“ Governmental Regulations ” means any and all laws, statutes, ordinances, rules, regulations, judgments, writs, injunctions, decrees, orders, awards and standards, or any similar requirement, of the government of the United States or any foreign government or any state, province, municipality or other political subdivision thereof or therein or any court, agency, instrumentality, regulatory authority or commission of any of the foregoing.

“ Guarantor ” means QC Financial Services, Inc., a Missouri corporation, QC Properties, LLC, a Kansas limited liability company, QC Financial Services of California, Inc., a California corporation, QC Advance, Inc., a Missouri corporation, Cash Title Loans, Inc., a Missouri corporation, QC Financial Services of Texas, Inc., a Kansas corporation, Express Check Advance of South Carolina, LLC, a Tennessee limited liability company, QC Auto Services, Inc., a Kansas corporation, and QC Loan Services, Inc., a Kansas corporation, QC E-Services, Inc., a Kansas corporation, and any other Person that is now or hereafter becomes a guarantor of some or all of the Borrower’s Obligations to Agent and the Lenders.

“ Guaranty ” means (i) the Subsidiary Guaranty delivered by QC Financial Services, Inc., a Missouri corporation, QC Properties, LLC, a Kansas limited liability company, QC Financial Services of California, Inc., a California corporation, QC Advance, Inc., a Missouri corporation, Cash Title Loans, Inc., a Missouri corporation and QC Financial Services of Texas, Inc., a Kansas corporation to Agent for the benefit of the Lenders on the First Closing Date, (ii) the Subsidiary Guaranty delivered by Express Check Advance of South Carolina, LLC, a Tennessee limited liability company, to Agent for the benefit of the Lenders on December 1, 2006, (iii) the

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Subsidiary Guaranty delivered by QC Auto Services, Inc., a Kansas corporation and QC Loan Services, Inc., a Kansas corporation, and QC E-Services, Inc., a Kansas corporation, to Agent for the benefit of the Lender on the Closing Date, and (iv) any other guaranty agreement delivered by a Person after the Closing Date, pursuant to which such Guarantors guarantee payment and performance of the Obligations, as amended, supplemented or restated from time to time.

“ Hazardous Materials ” means asbestos-containing materials, polychlorinated biphenyls, urea formaldehyde products, radon, radioactive materials and any “hazardous substance”, “hazardous waste”, “pollutant”, “toxic pollutant”, “oil” or “contaminant” as used in, or defined pursuant to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 USC § 9601 et seq ., and 40 CFR 302.1 et seq .; the Federal Clean Air Act, as amended, 42 USC § 7401 et seq ., and regulations thereunder; the Resource Conservation and Recovery Act, 42 USC § 6901 et seq ., as amended, and regulations thereunder; the Federal Water Pollution Control Act, 33 USC § 1251 et seq ., as amended, and regulations thereunder; 40 CFR § 116.1 et seq . and § 129.1 et seq .; and any other substance, waste, pollutant, contaminant or material, including petroleum products and derivatives, the use, transport, disposal, storage, treatment, recycling, handling, release, threatened release, or emission of which is regulated or governed by any Environmental Laws.

“ Hedge Agreement ” means any agreement between Borrower and a Lender or any Affiliate of a Lender now existing or hereafter entered into, which provides for an interest rate or commodity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross-currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging Borrower’s exposure to fluctuations in interest rates, currency valuations or commodity prices.

“ Indebtedness ” of any Person means, (a) all obligations of such Person for borrowed money, (b) the principal components of all obligations of such Person as lessee under any Capital Lease, (c) all obligations which are secured by any Lien existing on any asset or property of such Person whether or not the obligation secured thereby shall have been assumed by such Person, (d) the unpaid purchase price for goods, property or services acquired by such Person, except for trade accounts payable arising in the ordinary course of business, (e) all obligations of such Person to purchase goods, property or services where payment therefor is required regardless of whether delivery of such goods or property or the performance of such services is ever made or tendered (generally referred to as “take or pay contracts”), (f) all liabilities of such Person in respect of unfunded benefit liabilities (determined in accordance with Section 4001(a)(18) of ERISA) under any Plan of such Person or of any ERISA Affiliate, (g) all obligations of such Person under any Hedge Agreement (valued in an amount equal to the highest termination payment, if any, that would be payable by such Person upon termination for any reason on the date of determination), and (h) all Third-Party Guarantees of such Person.

“ Interest Expense ” means, for any period, all amounts recorded and deducted in computing the Borrower’s Consolidated Net Income for such period in respect of interest charges and expense (whether paid or accrued), including the interest component payable with respect to any Capital Lease.

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“ Internal Control Event ” means a material weakness in, or fraud that involves management or other employees who have a significant role in, Borrower’s or a Guarantor’s internal controls over financial reporting, in each case as described in the Securities Laws.

“ Investment ” means any advance, loan, extension of credit or capital contribution to, or any investment in the capital stock or other equity interests, or debt securities or other obligations of, another Person.

“ Issuing Lender ” means U.S. Bank, as issuer of Letters of Credit issued under Section 2.12.

“ Lender ” refers to any bank which is a signatory hereto, any bank which becomes a party to this Agreement after the Closing Date in accordance with the provisions of Section 11.07, and their respective successors and permitted transferees and assigns, and includes each of the Revolving Lenders, the Swingline Lender and the Term Loan Lenders.

“ Letter of Credit ” means a standby or commercial letter of credit issued by the Issuing Lender pursuant to Section 2.12 for the account of the Borrower which supports a financial undertaking of the Borrower or a Subsidiary in favor of a Person advancing credit or securing an obligation on behalf of the Borrower.

“ Letter of Credit Commitment ” means, with respect to each Lender, the obligation of such Lender to acquire Participations in respect of Letters of Credit and Reimbursement Obligations up to an aggregate amount at any one time outstanding not to exceed the amount for such Lender set forth on Schedule 2.01 attached hereto. The total aggregate Letter of Credit Commitment of all Lenders as of the Closing Date is $5,000,000.

“ Letter of Credit Outstandings ” means, as of any date of determination, the aggregate amount available to be drawn under all Letters of Credit plus Reimbursement Obligations then outstanding.

“ Leverage Ratio ” means the ratio of Total Consolidated Debt to Consolidated EBITDA as determined on a particular determination date.

“ LIBOR Rate ” means for any LIBOR Rate Loan and each Loan Period, the LIBOR Rate for the applicable Loan Period quoted by the Agent from Reuters Screen LIBOR01, or any successor thereto (which shall be the LIBOR Rate in effect two (2) Business Days prior to commencement of the advance), adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation.

“ LIBOR Rate Loan ” means any Loan which bears interest at or by reference to the Adjusted LIBOR Rate.

“ Lien ” means any pledge, assignment, hypothecation, mortgage, security interest, deposit arrangement, conditional sale or title retention contract, sale and leaseback transaction, financing statement filing, lease for security purposes, subordination of any claim or right, or any other type of lien, charge, encumbrance, preferential arrangement or other claim or right.

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“ Loan ” means a Base Rate Loan or a LIBOR Rate Loan, whether a Revolving Loan, a Swingline Loan or a Term Loan, made by a Lender pursuant to this Agreement and evidenced by a Note.

“ Loan Documents ” means this Agreement, the Notes, the Security Agreement, any Guaranty, the Pledge Agreement, any Hedge Agreement, any Subsidiary Security Agreement (as described in Section 7.01(g)), any Deposit Account Control Agreement or Securities Account Control Agreement and all other agreements, documents or instruments executed contemporaneously with the execution of this Agreement or hereafter executed by or on behalf of the Borrower or the Subsidiaries and delivered to the Agent or the Lenders in connection with this Agreement.

“ Loan Period ” means, with respect to each LIBOR Rate Loan, the period commencing on the Funding Date for such LIBOR Rate Loan and ending on the numerically corresponding day one (1) month, two (2) months, three (3) months or six (6) months thereafter, as specified by the Borrower in the Notice of Borrowing submitted under Section 2.04; provided , however , that:

(a) if any Loan Period which would otherwise end on a day which is not a Business Day, then the Loan Period shall end on the next succeeding Business Day unless the next succeeding Business Day falls in another calendar month, in which case such Loan Period shall end on the immediately preceding Business Day;

(b) if any Loan Period begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Loan Period), then the Loan Period shall end, subject to clause (c) below, on the last Business Day of the calendar month at the end of such Loan Period;

(c) any Loan Period which would otherwise end after the Termination Date shall end on the Termination Date; and

(d) the interest rate applicable to any Loan Period shall apply from and include the first day of such Loan Period to, but excluding, the last day of such Loan Period.

“ Loss Ratio ” means, for the period of determination, the percentage of the provision for losses to revenues, as each item is shown on the consolidated income statement of the Borrower and its Subsidiaries, as determined in accordance with GAAP.

“ Mandatory Prepayment ” means the obligation of the Borrower to apply the following to the reduction of the outstanding principal amount of the Term Loans:

(i) Fifty percent (50%) of Borrower’s Consolidated Excess Cash Flow if the Borrower’s Leverage Ratio as of the last test date of the most recently completed fiscal year is greater than or equal to 2.00x and twenty five percent (25%) of Borrower’s Consolidated Excess Cash Flow if Borrower’s Leverage Ratio as of the last test date of the most recently completed fiscal year is less than 2.00x and greater than or equal to 1.00x.

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(ii) One Hundred Percent (100%) of the Net Proceeds from the sale of Property to the extent the aggregate amount of such Net Proceeds are not used within one hundred eighty (180) days after receipt thereof by the Borrower or the applicable Subsidiary, as the case may be, to purchase replacement assets, and

(iii) One Hundred Percent (100%) of the Net Proceeds received by the Borrower from the issuance of any capital stock or other equity securities or from the issuance of any subordinated debt subsequent to the Closing Date.

“ Material Adverse Event ” means any event, occurrence or state of facts which has or could have a material adverse effect on the business, properties, assets, operations, condition (financial or otherwise) or prospects of Borrower and its Subsidiaries on a consolidated basis.

“ Multi-Employer Plan ” means any “multi-employer plan” as defined in Section 4001(a)(3) of ERISA or Section 414(f) of the Code.

“ Net Proceeds ” means cash payments received by Borrower or any Subsidiary from (i) any public or private offering of any security (other than stock options or restricted stock granted to employees, officers, directors or other parties pursuant to a stock option or equity incentive plan or agreement), net of all customary legal, accounting, banking and underwriting fees and expenses, commissions or discounts and other issuance expenses incurred in connection therewith and all taxes required to be paid as a result of such issuance or (ii) the sale of Property (other than the sale of inventory or bad debt in the ordinary course of business, but including the sale of stock or membership interest of any Subsidiary) less expenses of the sale and taxes actually paid due to such sale.

“ Notes ” means, collectively, the Revolving Loan Notes, the Swingline Note and the Term Loan Notes.

“ Notice of Borrowing ” has the meaning given such term in Section 2.04(a).

“ Obligations ” means the principal of and interest on the Loans, Borrower’s reimbursement obligations and amounts available to be drawn by Borrower with respect to the Letters of Credit, and all other indebtedness, obligations and liabilities of the Borrower to the Agent or the Lenders under, arising out of or in connection with this Agreement or any other Loan Document (including indemnities, fees and expenses), whether now existing or hereafter incurred, direct or indirect, absolute or contingent, matured or unmatured, joint or several, whether for principal, interest, reimbursement obligations, fees, expenses or otherwise, and the due performance and compliance by the Borrower with the terms and conditions of this Agreement and the other Loan Documents including, without limitation, all obligations of the Borrower to a Lender under any Hedge Agreement.

“ Operating Cash Flow ” means, for the determination period, the sum of (i) Consolidated EBITDA, plus (ii) Operating Lease Expense, minus (iii) Capital Expenditures, minus (iv) the aggregate amount of all federal, state, local and/or foreign income taxes made by Borrower and its Subsidiaries, minus (v) the value or amount of a Distribution, other than the Distribution made with the proceeds of the Term Loans, all as determined on a Consolidated basis in accordance with GAAP.

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“ Operating Lease Expense ” means payments under any leases other than Capital Leases.

“ Participation ” means, with respect to any Lender (other than the Issuing Lender) and a Letter of Credit, the extension of credit represented by the participation of such Lender hereunder in the liability of the Issuing Lender in respect of a Letter of Credit issued by the Issuing Lender in accordance with the terms of Section 2.12.

“ PBGC ” means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

“ Permitted Acquisition ” means an Acquisition that satisfies each of the following requirements: (i) the target Person is in the same line of business as Borrower, (ii) the total consideration paid for any single Acquisition shall not exceed $5,000,000, (iii) the aggregate consideration paid for all such Acquisitions, from the Closing Date through the Termination Date does not exceed $25,000,000, (iv) after giving effect to the Acquisition, the Borrower shall have a minimum liquidity of not less than three months of Cash Operating Expenses and the Leverage Ratio of the Borrower shall be 0.25x less than the Leverage Ratio required pursuant to Section 7.02(c) of this Agreement, (v) if the Acquisition takes the form of a merger, the Borrower or one of its wholly-owned subsidiaries must be the surviving entity, (vi) the Acquisition shall not create a Default or Event of Default under this Agreement, and (vii) not later than five (5) Business Days prior to the consummation of the proposed Acquisition, the Borrower shall have provided to the Agent pro forma financial statements giving effect to the Acquisition which demonstrate continued compliance with the financial covenants contained in this Agreement.

“ Permitted Investments ” means, with respect to any Person:

(a) Investments in Cash Equivalents;

(b) Investments in entities which, as of the Closing Date, are existing Subsidiaries of the Borrower or one of its Subsidiaries;

(c) existing Investments as of the Closing Date, and any renewals, refinancings or extensions of such existing Investments, in partnerships, joint ventures or limited liability companies in which the Borrower or one of its Subsidiaries has less than a majority ownership or other equity interest;

(d) travel or relocation advances or loans extended to officers and employees in the ordinary course of business of the Borrower or a Subsidiary, not to exceed $250,000 in the aggregate at any time;

(e) Investments in entities which, after the Closing Date, become Subsidiaries of the Borrower or any Subsidiary of the Borrower in compliance with Section 7.02(f);

(f) the purchase of life insurance policies upon the lives of key employees or directors; and

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(g) other Investments not to exceed $500,000 in the aggregate at any one time outstanding on a consolidated basis at any time after the Closing Date.

“ Permitted Liens ” means the Liens permitted by Section 7.02(e).

“ Person ” or “ person ” includes an individual, a corporation, a limited liability company, an association, a partnership, a trust or estate, a joint stock company, an unincorporated organization, a joint venture, a trade or business (whether or not incorporated), a government (foreign or domestic) and any agency or political subdivision thereof, or any other entity.

“ Plan ” means, with respect to any Person, any pension plan (other than a Multi-Employer Plan) subject to Title IV of ERISA or to the minimum funding standards of Section 412 of the Code which has been established or maintained by such Person, any subsidiary of such Person or any ERISA Affiliate, or by any other Person if such Person, any subsidiary of such Person or any ERISA Affiliate could have liability with respect to such pension plan.

“ Pledge Agreement ” means, collectively, the Pledge Agreement executed on the First Closing Date by the Borrower in favor of Agent for the benefit of the Lenders, as amended by a First Amendment to Pledge Agreement dated as of the Closing Date and the Amended and Restated Pledge Agreement executed on the First Closing Date by QC Financial Services, Inc. in favor of Agent for the benefit of the Lenders, as amended by a First Amendment to Pledge Agreement dated December 1, 2006 as each agreement is further amended, supplemented or restated from time to time.

“ Prime Rate ” means the prime or base rate of interest as announced by Agent, as in effect from time to time, which rate may not be the lowest rate charged by said Agent to any of its customers, and which Prime Rate shall change simultaneously with any change in such announced rate.

“ Prohibited Transaction ” means any transaction involving any Plan which is proscribed by Section 406 of ERISA or Section 4975 of the Code.

“ Property ” means any kind of asset or property, whether real, personal or mixed, tangible or intangible, in which Borrower or any of its Subsidiaries has an interest of any type or right of possession.

“ Rate Hedging Termination Value ” means in respect of any Hedge Agreement, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreement, (a) for any date on or after the date such Hedge Agreement has been closed out and a termination value determined in accordance therewith, such termination value and (b) for any date prior to the date referenced in clause (a), the amount determined as the mark-to-market value for such Hedge Agreement, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreement (which may include a Lender or any Affiliate of a Lender).

“ Reimbursement Obligation ” means at any time the obligation of the Borrower with respect to any Letter of Credit to reimburse the Issuing Lender for amounts theretofore paid by the Issuing Lender pursuant to a drawing under such Letter of Credit.

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“ Related Company Contingent Liabilities ” means Contingent Liabilities of the Borrower incurred with respect to payment and/or performance obligations of a Subsidiary and Contingent Liabilities of a Subsidiary incurred with respect to payment and/or performance obligations of another Subsidiary or the Borrower.

“ Reportable Event ” means a reportable event as described in Section 4043(b) of ERISA including those events as to which the 30-day notice period is waived under Part 2615 of the regulations promulgated by the PBGC under ERISA.

“ Required Lenders ” means, at any time, the Lenders owning at least a majority of the aggregate outstanding Commitments, excluding the Commitments of any Defaulting Lenders.

“ Revolving Lender ” means each Lender with a Revolving Loan Commitment, together with its successors and permitted assigns. The initial Revolving Lenders are set forth in Schedule 2.01.

“ Revolving Loan Commitment ” means, with respect to each Revolving Lender: (i) the obligation of such Lender to make Revolving Loans to the Borrower under this Agreement in an aggregate principal amount at any one time outstanding not to exceed the amounts set forth for that Revolving Lender on Schedule 2.01 attached hereto, and (ii) the obligation of such Revolving Lender to purchase Participations in Letter of Credit and Reimbursement Obligations in an aggregate amount at any one time outstanding not to exceed the amount set forth for that Lender on Schedule 2.01 attached hereto.

“ Revolving Loans ” has the meaning given such term in Section 2.01(a).

“ Revolving Loan Note ” means a Promissory Note, substantially in the form of Exhibit A, given to evidence a Revolving Loan, as amended, restated, modified, supplemented, extended, renewed or replaced.

“ Securities Account Control Agreement ” means any control agreement required by the Agent to perfect its security interest in any securities account or investment property of the Borrower or a Guarantor.

“ Security Agreement ” means the Security Agreement executed on the First Closing Date by Borrower in favor of Agent for the benefit of the Lenders, as amended, supplemented or restated from time to time.

“ Security Laws ” means the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the Securities Exchange Commission or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.

“ Solvent ” means, with respect to any Person on a particular determination date, that on such date (i) the fair value of the property of such Person is greater than the total amount of debts and other liabilities, including, without limitation, contingent and unliquidated liabilities, of such Person, (ii) such Person is able to realize upon its assets and pay its debts and other liabilities,

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contingent obligations and other commitments as they mature in the normal course of business, (iii) such Person does not intend to, and does not believe that it will, incur debts or other liabilities beyond such Person’s ability to pay as such debts and other liabilities mature or become due, and (iv) such Person is not engaged in a business or a transaction for which such Person’s property would constitute unreasonably small capital.

“ Subsidiary ” of any Person means any other Person (whether now existing or hereafter organized or acquired) in which at least a majority of the securities or other ownership interests of each class having ordinary voting power or analogous rights of such other Person are owned (other than securities or other ownership interests which at the time as of which any determination is being made, are owned or have such power or right only by reason of the happening of a contingency), beneficially and of record, by such Person or by one or more of the other Subsidiaries of such Person or by any combination thereof. Unless the context otherwise provides, “Subsidiary” means a Subsidiary of Borrower.

“ Subsidiary Security Agreement ” means (i) the Subsidiary Security Agreement delivered on the First Closing Date by the initial Guarantors to the Agent for the benefit of the Lenders, (ii) the Subsidiary Security Agreement delivered on December 1, 2006 by Express Check Advance of South Carolina, LLC to the Agent for the benefit of the Lenders, (iii) the Subsidiary Security Agreement delivered on the Closing Date by QC Auto Services, Inc., QC Loan Services, Inc. and QC E-Services, Inc. for the benefit of the Lenders and (iv) any Subsidiary Security Agreement delivered after the Closing Date by a new Subsidiary pursuant to this Agreement.

“ Swingline Lender ” means U.S. Bank.

“ Swingline Loan ” has the meaning given such term in Section 2.02(a).

“ Swingline Note ” means a Promissory Note, substantially in the form of Exhibit B, given to evidence a Swingline Loan, as amended, restated, modified, supplemented, extended, renewed or replaced.

“ Swingline Sublimit ” means $5,000,000.

“ Term Loan ” has the meaning given such term in Section 2.03(a).

“ Term Loan Commitment ” means, for each Term Loan Lender, the commitment of such Lender to make a portion of the Term Loan hereunder; provided that , at any time after funding of the Term Loan, determinations of “Required Lenders” and shall be based on the then outstanding principal balance of the Term Loan.

“ Term Loan Committed Amount ” means, for each Term Loan Lender, the amount of such Lender’s Term Loan Commitment. The initial Term Loan Committed Amounts are set out in Schedule 2.03 .

“ Term Loan Lender ” means a Lender with a Term Loan Commitment, together with its successors and permitted assigns. The initial Term Loan Lenders are identified on the signature pages hereto.

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“ Term Loan Note ” means a Promissory Note, substantially in the form of Exhibit C, given to evidence a Term Loan, as amended, restated, modified, supplemented, extended, renewed or replaced.

“ Termination Date ” means the earlier to occur of (a) December 6, 2012, or (b) the date on which the Commitments shall be terminated pursuant to Section 2.07.

“ Third Party Guarantee ” means, with respect to any Person, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person in any manner, whether directly or indirectly; and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation, provided , that the term Third Party Guarantee shall not include endorsements for collection or deposit in the ordinary course of business (including, but not limited to, third-party bill payment receipts and remittances, money-transfer services, or money-order sales) or a Guaranty in favor of the Agent.

“ Total Consolidated Debt ” means all Indebtedness for borrowed money (including obligations under this Agreement and the principal component of Capital Leases), except: (i) loans between Borrower and its Subsidiaries which are Guarantors hereunder, and (ii) Third-Party Guarantees issued by QC Financial Services of Texas, Inc. as a credit service organization.

“ Type of Loan ” has the meaning given such term in Section 2.01(a).

“ U.S. Bank ” means U.S. Bank National Association.

“ Working Capital ” means current assets excluding cash less current liabilities, as each such item is shown on the Consolidated balance sheet of Borrower and determined in accordance with GAAP.

1.02 Certain Rules of Construction . For purposes of this Agreement:

(a) Certain References . The words “herein”, “hereof” and “hereunder”, and words of similar import, refer to this Agreement as a whole and not to any particular provision of this Agreement, and references to Articles, Sections, Exhibits or Schedules, and similar references, are to Articles or Sections of, or Exhibits or Schedules to, this Agreement unless otherwise specified.

(b) General Rules . Unless the context otherwise requires: (i) the singular includes the plural, and vice versa ; (ii) all definitions and references to an agreement, instrument or document shall mean such agreement, instrument or document together with all exhibits and schedules thereto and any and all amendments, supplements or modifications thereto as the same

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may be in effect at the time such definition or reference is applicable for any purpose; (iii) all references to any party shall include such party’s successors and permitted assigns; and (iv) the term “including” means including, without limitation.

(c) Accounting Terms . All accounting terms used herein that are not expressly defined in this Agreement shall have the meanings given to them in accordance with GAAP, all computations made pursuant to this Agreement shall be made in accordance with GAAP, except as otherwise expressly permitted or directed by this Agreement, and all financial statements shall be prepared in accordance with GAAP.

ARTICLE II. THE CREDIT FACILITY

2.01 Revolving Loans .

(a) Revolving Loans . Subject to the terms and conditions of this Agreement, each of the Revolving Lenders, severally and not jointly, agrees to make revolving credit loans (“ Revolving Loans ”) to Borrower from time to time from and including the Closing Date to but excluding the Termination Date on a pro rata basis as to the total borrowings requested by Borrower based on such Revolving Lender’s Applicable Revolving Commitment Percentage, up to, but not exceeding in the aggregate principal amount at any one time outstanding, the amount of such Lender’s Revolving Loan Commitment; provided , however , that no Revolving Lender shall have any obligation to make a Revolving Loan if: (i) a Default or Event of Default exists or would result from such Revolving Loan, (ii) the sum of outstanding Revolving Loans made by the Revolving Lender plus the Revolving Lender’s pro rata share of Letter of Credit Outstandings based on the Revolving Lender’s Applicable Revolving Commitment Percentage would exceed that Revolving Lender’s Revolving Loan Commitment, or (iii) the sum of outstanding Revolving Loans made by all Revolving Lenders plus all Letter of Credit Outstandings and Swingline Loans would exceed the lesser of (A) the aggregate Revolving Commitments of all Revolving Lenders and (B) the Borrowing Base. Revolving Loans may be outstanding as Base Rate Loans or LIBOR Rate Loans (each a “ Type of Loan ”). Within the limits of the aggregate Revolving Loan Commitments and the Borrowing Base and subject to the other terms and conditions of this Agreement, the Revolving Loans may be borrowed, repaid and reborrowed by the Borrower, in its discretion, from time to time prior to the Termination Date. Agent may, with three (3) Business Days prior notice to or the consent of Borrower, make a Revolving Loan to pay any interest due, any Reimbursement Obligations, or any fees, cash or expenses due from Borrower to the Agent or the Revolving Lender under this Agreement and such Revolving Loan will be deemed made by the Revolving Lenders on a pro rata basis based on their Applicable Revolving Loan Commitment Percentages.

(b) Principal Payments . Unless earlier payment is required under this Agreement, the Revolving Loans shall be due and payable to the Revolving Lenders on the Termination Date. If at any time the outstanding principal amount of Revolving Loans made by a Revolving Lender plus that Revolving Lender’s pro rata share of Letter of Credit Outstandings based on the Revolving Lender’s Applicable Revolving Commitment Percentage shall exceed that Revolving Lender’s Revolving Loan Commitment, the Borrower shall forthwith pay to the Agent for disbursement to said Revolving Lender an amount not less than the amount of any such excess for application to the outstanding principal amount of the Revolving Loans of that

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Revolving Lender. If at any time the outstanding principal amount of Revolving Loans made by all Revolving Lenders plus all Letter of Credit Outstandings exceeds the lesser of (i) the aggregate Revolving Commitments of all Lenders and (ii) the Borrowing Base, the Borrower shall forthwith pay to the Agent for disbursement to the Revolving Lenders an amount not less than the amount of any such excess for application to the outstanding principal amount of the Revolving Loans of all Revolving Lenders; provided , however , insofar as any excess results from the Agent reclassifying any Eligible Loan Receivable as ineligible under the Borrowing Base based upon the exercise of the Agent’s reasonable credit judgment (the amount of such excess attributable to such reclassification being the “ Reclassification Amount ”), the Borrower shall pay the Reclassification Amount to the Agent for disbursement to the Revolving Lenders not later than fourteen (14) days after Borrower receives written notice from the Agent of such reclassification and the Reclassification Amount. Each such payment shall be applied first against Revolving Loans that are Base Rate Loans which are then outstanding until payment in full thereof. If any such payment prepays Revolving Loans that are the Base Rate Loans in full, the balance of such payment shall be applied to any LIBOR Rate Loans which are then outstanding in the order in which such LIBOR Rate Loans first become due.

(c) Revolving Notes . The Revolving Loan of each Revolving Lender to the Borrower made pursuant to this Agreement shall be evidenced by a single promissory note in favor of such Lender in the form of Exhibit A , dated the Closing Date, duly completed and executed by the Borrower.

(d) Use of Proceeds . The Borrower shall use the proceeds of the Revolving Loans for working capital purposes, to finance the costs of Capital Expenditures and for its general corporate purposes, including the costs of a Permitted Acquisition. The proceeds of the Revolving Loans shall not be advanced by the Borrower to any Subsidiary which is not a Guarantor hereunder.

2.02 Swingline Loans .

(a) Swingline Loans . Subject to the terms and conditions of this Agreement, the Swingline Lender agrees, in reliance upon the agreements of the other Revolving Lenders set forth herein, to make revolving credit loans (the “ Swingline Loans ”) to Borrower from time to time on any Business Day from and including the Closing Date, to, but excluding, the Termination Date in an aggregate amount not to exceed at any time outstanding the Swingline Sublimit; provided , however , that after giving effect to any Swingline Loan, that the Swingline Lender shall not have any obligation to make a Swingline Loan if: (i) a Default or Event of Default exists or would result from the making of such Swingline Loan, (ii) the sum of outstanding Swingline Loans made by the Swingline Lender plus the Swingline Lender’s pro rata share of Letter of Credit Outstandings and Revolving Loans based on the Revolving Lender’s Applicable Revolving Commitment Percentage would exceed that Revolving Lender’s Revolving Loan Commitment, or (iii) the sum of outstanding Revolving Loans made by all Revolving Lenders plus all Letter of Credit Outstandings and Swingline Loans would exceed the lesser of (A) the aggregate Revolving Commitments of all Revolving Lenders and (B) the Borrowing Base. Swingline Loans will be comprised solely of Base Rate Loans and may be repaid and reborrowed in accordance with the provisions hereof. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a participation interest in such Swingline Loan in an amount equal to the product of such Lender’s Revolving Commitment Percentage thereof.

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(b) Borrowing Procedures . Each Swingline Loan request shall be made upon Borrower’s irrevocable notice to the Swingline Lender and Agent, which may be given by telephone. Each such notice must be received by the Swingline Lender and Agent not later than 1:00 p.m. St. Louis time on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and Agent of a written Notice of Borrowing, appropriately completed and signed by an authorized officer of Borrower. Promptly after receipt by the Swingline Lender of any telephonic notice, the Swingline Lender will confirm with Agent (by telephone or in writing) that Agent has also received the notice and, if not, the Swingline Lender will notify Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. St. Louis time on the date of the proposed Swingline borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.02(a) , or (B) that a Default or Event of Default exists or would result from such Swingline Loan, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 p.m. St. Louis time on the borrowing date specified in such Swingline Loan notice of Borrowing, make the amount of such Swingline Loan available to Borrower . The Revolving Lenders agree that the Swingline Lender may agree to modify the borrowing procedures used in connection with Swingline Loans in its discretion and without affecting any of the obligations of Revolving Lenders hereunder other than notifying Agent of a Swingline Loan Notice.

(c) Refinancing of Swingline Loans .

(i) The Swingline Lender at any time in its sole and absolute discretion may request, on behalf of Borrower (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Revolving Lender make a Base Rate Loan in an amount equal to such Revolving Lender’s Applicable Revolving Loan Percentage of the amount of Swingline Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.04 , without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving Loan Commitments and the conditions set forth in Section 5.02 . The Swingline Lender shall furnish Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to Agent. Each Revolving Lender shall make an amount equal to its Applicable Revolving Loan Percentage of the amount specified in such Notice of Borrowing available to Agent in immediately available funds for the account of the Swingline Lender at the Agent’s Office not later than 1:00 p.m. St. Louis time on the day specified in such Notice of Borrowing, whereupon, subject to Section 2.02(c)(ii) , each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Loan to Borrower in such amount. Agent shall remit the funds so received to the Swingline Lender.

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(ii) If for any reason any Swingline Loan cannot be refinanced by such a borrowing of Revolving Loans in accordance with Section  2.02(c)(i) , the request for Base Rate Loans submitted by the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline Lender that each of the Revolving Lenders fund its risk participation in the relevant Swingline Loan and each Revolving Lender’s payment to Agent for the account of the Swingline Lender pursuant to Section 2.02(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Revolving Lender fails to make available to Agent for the account of the Swingline Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.02(c) by the time specified in Section 2.02(c)(i) , the Swingline Lender shall be entitled to recover from such Revolving Lender (acting through Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute a Revolving Loan made by such Revolving Lender or funding of its risk participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Revolving Lender (through Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Revolving Lender’s Commitment to make Revolving Loans or to purchase and fund risk participations in Swingline Loans pursuant to this Section 2.02(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the Swingline Lender, Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.02(c) is subject to the conditions set forth in Section 5.02 . No such funding of risk participations shall relieve or otherwise impair the obligation of Borrower to repay Swingline Loans, together with interest as provided herein.

(d) Repayment of Participations .

(i) At any time after any Revolving Lender has purchased and funded a risk participation in a Swingline Loan, if the Swingline Lender receives any payment on account of such Swingline Loan, the Swingline Lender will distribute to such Revolving Lender its Applicable Revolving Commitment Percentage thereof in the same funds as those received by the Swingline Lender.

(ii) If any payment received by the Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned by the Swingline

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Lender under any of the circumstances, each Revolving Lender shall pay to the Swingline Lender its Applicable Revolving Loan Percentage thereof on demand of Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. Agent will make such demand upon the request of the Swingline Lender. The obligations of the Revolving Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of the Swingline Lender . The Swingline Lender shall be responsible for invoicing Borrower for interest on the Swingline Loans. Until each Revolving Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.02 to refinance such Revolving Lender’s Applicable Revolving Loan Percentage of any Swingline Loan, interest in respect of such Applicable Revolving Loan Percentage shall be solely for the account of the Swingline Lender.

(f) Payments Directly to the Swingline Lender . Borrower shall make all payments of principal and interest in respect of the Swingline Loans directly to the Swingline Lender.

(g) Swingline Note . The Swingline Loan of the Swingline Lender to the Borrower pursuant to this Agreement shall be evidenced by a single promissory note in the form of Exhibit B , dated the Closing Date, duly completed and executed by the Borrower.

(h) Use of Proceeds . The Borrower shall use the proceeds of the Swingline Loan for the purposes set forth in Section 2.01(d).

2.03 Term Loan Commitments .

(a) Term Loans . On or before December 26, 2007, as requested by Borrower, each of the Term Loan Lenders severally agrees to make its portion of a term loan, in the amount of its respective Term Loan Committed Amount, to Borrower in a single advance in an aggregate principal amount of Fifty Million Dollars ($50,000,000) (the “ Term Loan ”). The Term Loan may consist of Base Rate Loans, LIBOR Rate Loans or a combination thereto, as the Borrower may request. Amounts paid on the Term Loan may not be reborrowed.

(b) The Term Loan shall, unless earlier repaid, be repaid in twenty (20) scheduled installments. The first nineteen (19) scheduled installments will be paid on the last day of each calendar quarter, as follows:

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The twentieth and final installment in the amount of the remaining principal balance shall be payable on the Termination Date.

(c) Mandatory Prepayment . In addition to the principal payments of the Term Loan referenced in Section 2.03(b) above, for the ratable benefit of the Lenders Borrower shall make payment to the Agent in the amount of the Mandatory Prepayment, if any: (i) within one hundred twenty (120) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2008, on account of Consolidated Excess Cash Flow (as described in item (i) of the definition of the term “Mandatory Prepayment”), (ii) within one hundred eighty (180) days after receipt of Net Proceeds on the account of the sale of Property (as described in item (ii) of the definition of the term “Mandatory Prepayment”) and (iii) within five (5) days of receipt of Net Proceeds on the account of the issuance of stock or subordinated debt (as described in item (iii) of the definition of the term “Mandatory Prepayment”). Each Mandatory Prepayment shall be applied to the Term Loan and will reduce future principal payments due under the Term Loan in the inverse order of their maturities. Each scheduled payment under Section 2.03(b) and each payment under this Section 2.03(c) shall permanently reduce the Term Loan Commitment and each Term Loan Lender’s Term Loan Committed Amount.

(d) Term Notes . The Term Loan of each Term Loan Lender to the Borrower made pursuant to this Agreement shall be evidenced by a single promissory note in favor of such Term Loan Lender in the form of Exhibit C , dated the Closing Date, duly completed and executed by the Borrower.

(e) Use of Proceeds . The Borrower shall use the proceeds of the Term Loans for the payment of a special cash dividend on the Borrower’s common stock and to pay fees related to this Agreement.

2.04 Borrowings .

(a) Loans and Letters of Credit . In order to obtain a Loan or Letter of Credit, the Borrower shall give Agent written (which may be a telecopy as provided in Subsection 11.02) or telephone notice (each telephone notice to be promptly confirmed in writing if required by Agent) of each borrowing or request for Letter of Credit to be made hereunder as provided in Sections 2.08 or 2.12. Each such notice shall be in the form of a “Notice of Borrowing” in substantially the form of Exhibit F hereto, specifying therein (i) the requested date of the proposed Loan (or in the case of a Letter of Credit, the proposed date of the Letter of Credit and the other terms and conditions relating to such Letter of Credit, which shall be as agreed upon by the Issuing Lender and the Borrower), (ii) whether the Loan is a Revolving Loan or a Swingline Loan, (iii) the aggregate amount of the proposed Loan (or where applicable Letter of Credit), and (iv) in the case of a LIBOR Rate Loan, the Loan Period therefor, or in the case of a Letter of Credit, the expiry date therefor and the proposed beneficiary. Not later than 3:00 p.m. St. Louis time on the date of such Loan, the Agent shall, subject to the conditions of this Agreement, make the amount of the Loan to be made by the Lenders on such day available to the Borrower in immediately available funds, by crediting an account of the Borrower designated by the Borrower and maintained with Agent.

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2.05 Prepayments and Conversions . Subject to Section 3.03 hereof with respect to LIBOR Rate Loans, the Borrower shall have the right to make prepayments of principal on any Loan, in whole or in part, without payment of any penalty or premium, or to convert one Type of Loan into another Type of Loan (provided, Swingline Loans shall be Base Rate Loans only), at any time or from time to time; provided , however , that each partial prepayment, which is not a Mandatory Prepayment, shall be in an amount of at least $500,000, and if greater than $500,000, an integral multiple of $100,000. The Borrower shall make Mandatory Prepayments from Net Proceeds in accordance with Section 2.03(c). Mandatory Prepayments shall be applied first to the Term Loan to repay Base Rate Loans first and then to LIBOR Rate Loans; provided , however , any Mandatory Prepayment to be applied to a LIBOR Rate Loan may be held in a deposit account by Agent until the end of the Loan Period for such LIBOR Rate Loan and applied to repay the LIBOR Rate Loan on such date. The Borrower shall give the Agent notice of each such prepayment or conversion as provided in Section 2.08 . The Borrower shall not have the right to convert one Type of Loan into another Type of Loan during the continuance of an Event of Default.

2.06 Loan Periods; Renewals .

(a) In the case of each LIBOR Rate Loan, the Borrower shall select a Loan Period of any duration in accordance with the definition of Loan Period in Section 1.01.

(b) Provided that no Event of Default has occurred and is continuing, upon notice to the Agent as provided in Section 2.08, the Borrower may renew any LIBOR Rate Loan on the last day of the Loan Period therefor as the same Type of Loan with a Loan Period of the same or different duration in accordance with the limitations provided in the definition of Loan Period in Section 1.01. If the Borrower shall fail to give notice to the Agent of such a renewal or, if an Event of Default has occurred and is continuing, such LIBOR Rate Loan shall automatically become, as of the last day of the then current Loan Period, a Base Rate Loan maturing on the Termination Date.

2.07 Changes of Commitments . The Borrower shall have the right to reduce or terminate the amount of unused Commitments for Loans at any time or from time to time; provided , however , that: (a) the Borrower shall give written notice of each such reduction or termination to the Agent as provided in Section 2.08; (b) each partial reduction shall be in an aggregate amount at least equal to $1,000,000, and if greater than $1,000,000, an integral multiple of $500,000; (c) each reduction and termination shall be applied to the Commitments of the Lenders pro rata according to the amounts of their Applicable Revolving Commitment Percentages; provided , however , that in no event shall the Commitments for Loans be partially reduced or terminated pursuant to this Section 2.07 if, as a result thereof, the Commitment for Loans of any Lender would thereby be reduced to an amount less than the sum of all Loans and Letter of Credit Outstandings of such Lender then currently outstanding. The Commitments once reduced or terminated may not be reinstated.

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2.08 Certain Notices . Notices by the Borrower to the Agent pursuant to Section 2.04, each prepayment or conversion pursuant to Section 2.05 and each renewal pursuant to Section 2.06(b), and notices by the Borrower to the Agent of each reduction or termination of the Commitments for Loans pursuant to Section 2.07, shall be irrevocable and shall be effective only if received by the Agent not later than 12:00 noon St. Louis time, and (a) in the case of borrowings and prepayments of, conversions into and (in the case of LIBOR Rate Loans) renewals of (i) Base Rate Loans, given on the Business Day thereof; and (ii) LIBOR Rate Loans, given three (3) Business Days prior thereto; and (b) in the case of reductions or termination of the Commitment for Loans, given three (3) Business Days prior thereto. Each such notice shall specify the Loans to be borrowed, prepaid, converted or renewed and the amount (subject to Section 2.09) and Type of Loans to be borrowed, converted, prepaid or renewed (and, in the case of a conversion, the Type of Loans to result from such conversion and, in the case of a LIBOR Rate Loan, the Loan Period therefor) and the date of the borrowing, prepayment, conversion or renewal (which shall be a Business Day) or the amount and date (which shall be a Business Day) of such reduction or termination of the Commitments for Loans and, in the case of a borrowing, such additional information as may be required by Section 2.04. Each notice received by the Agent from the Borrower pursuant to this Section 2.08, together with the amount of each Lender’s portion of a borrowing, prepayment, conversion, renewal, reduction or termination shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12.00 noon St. Louis time) not later than 3:00 p.m. St. Louis time on the same day as the Agent’s receipt of such notice (if notice is received after 12:00 noon St. Louis time, then such items shall be supplied by 12:00 noon St. Louis time, the following Business Day). Each request for the issuance of a Letter of Credit shall be made, together with the fully completed accompanying Application and Agreement for Letter of Credit, five (5) Business Days prior to the date of the requested issuance of the Letter of Credit.

2.09 Minimum Amounts . Each Base Rate Loan shall be in the minimum amount of $100,000, and if greater than $100,000, an integral multiple of $25,000. Each LIBOR Rate Loan shall be in the minimum amount of $1,000,000, and if greater than $1,000,000, an integral multiple of $500,000. In addition, there shall be no more than six (6) LIBOR Rate Loans outstanding at any time.

2.10 Interest .

(a) Interest shall accrue on the outstanding and unpaid principal amount of each Loan for the period from and including the date of such Loan to but excluding the date such Loan is due, at the following rates per annum: (i) for a Base Rate Loan, at a variable rate per annum equal to the Base Rate; and (ii) for a LIBOR Rate Loan, at a fixed rate equal to the Adjusted LIBOR Rate. Upon the occurrence and during the continuance of any Event of Default, the outstanding principal amount of all Loans, and, to the extent permitted by applicable law, any interest payments thereon or any fees or other amounts then due and payable hereunder shall thereafter bear interest (including post-petition interest in any proceeding under Title 11 of the United States Code or other applicable bankruptcy laws) payable upon demand at the Default Rate.

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(b) Interest on each Base Rate Loan shall be calculated on the basis of a year of 365 days and the actual number of days elapsed. Interest on each LIBOR Rate Loan and fees due under this Agreement shall be calculated on the basis of a year of 360 days and the actual number of days elapsed. The Agent’s internal records of applicable interest rates shall be determinative in the absence of manifest error.

(c) Accrued interest shall be due and payable in arrears upon any payment of principal or conversion and (i) for each Base Rate Loan, on the last day of each month, commencing on the first such date after the making of such Loan; and (ii) for each LIBOR Rate Loan, on the last day of each Loan Period with respect thereto and, in the case of a Loan Period greater than three (3) months, at three (3) month intervals (as applicable) after the first day of such Loan Period.

2.11 Fees .

(a) Non-Use Fee . For the period beginning on the Closing Date and ending on the Termination Date, the Borrower agrees to pay to the Agent, for the pro rata benefit of the Lenders based on their Applicable Revolving Commitment Percentages, a Non-Use Fee equal to the Applicable Non-Use Fee Percentage multiplied by the sum of the average daily amount by which the aggregate Revolving Loan Commitments (as reduced from time to time pursuant to Section 2.07 ) exceed the sum of outstanding Revolving Loans and Swingline Loans plus Letter of Credit Outstandings. Such fees shall be due in arrears on the last Business Day of each March, June, September and December commencing March 31, 2008 to and including the Termination Date.

(b) Letters of Credit . In addition to the fees and charges described in Section 2.11(a), on the date of issuance and renewal of each Letter of Credit, the Borrower shall pay (i) to Agent, for the pro rata benefit of the Lenders based on their Applicable Revolving Commitment Percentages, a per annum fee equal to the then current Applicable Margin for LIBOR Rate Loans multiplied by the face amount of the outstanding Letters of Credit, payable quarterly in arrears on the last Business Day of each March, June, September and December commencing March 31, 2008 to and including the Termination Date, (ii) to Agent, for its own account, a fronting fee of one-tenth of one percent (0.10%) of the face amount of the Letter of Credit being issued or renewed, payable upon issuance or renewal of a Letter of Credit and (iii) to Agent, for its own account, its other customary charges relating to Letters of Credit.

(c) Agent Fees . Borrower agrees to pay to Agent, for the Agent’s individual account, certain fees in the amounts set forth in the Agent Fee Letter as the same may be amended, modified, extended, renewed or restated. All obligations of the Borrower under the Agent Fee Letter shall survive the execution of this Agreement.

2.12 Letters of Credit .

(a) Letters of Credit . The Issuing Lender agrees, subject to the terms and conditions of this Agreement, upon request of the Borrower, to issue from time to time for the account of the Borrower Letters of Credit upon delivery by the Borrower to the Issuing Lender of an Application and Agreement for Letter of Credit relating thereto in form and content

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acceptable to the Issuing Lender; provided , that (i) the Issuing Lender shall not be obligated to issue (or renew