NOTE AGREEMENT

Exhibit 10.32

CASH AMERICA INTERNATIONAL, INC.

NOTE AGREEMENT

Dated as of December 28, 2005

$40,000,000 6.12% Senior Notes due December 28, 2015

TABLE OF CONTENTS

Schedules and Exhibits

NOTE AGREEMENT

CASH AMERICA INTERNATIONAL, INC.

As of December 28, 2005

To each of the Persons listed on Schedule I
attached hereto (collectively, the “ Purchasers ”)

     Ladies and Gentlemen:

     Cash America International, Inc. (the “ Company ”), a Texas corporation, hereby agrees with each of you as follows:

      1.01 Authorization of Notes.

     The Company will duly authorize the issue and sale of a series of its senior notes designated “6.12% Senior Notes due December 28, 2015” and limited in aggregate original principal amount to $40,000,000 (the “ Notes ”). The Notes will (a) be issuable as registered notes, without coupons, in denominations permitted by Section 11.05, (b) be dated the date of issue thereof, (c) mature December 28, 2015, (d) bear interest on the unpaid balance thereof from the date thereof to, but excluding, the date the principal thereof shall have become due and payable at the rate of 6.12% per annum, (e) bear interest on overdue principal, premium and (to the extent permitted by law) interest at the Default Rate, (f) be entitled to the benefits of the Guaranty and (g) be in the form of Exhibit A.

      1.02 Sale and Purchase of Notes.

     Subject to the terms and conditions of this Agreement, the Company agrees to sell to the Purchasers, and the Purchasers agree to purchase from the Company, the Notes at 100% of the principal amount thereof. Such sale and purchase is sometimes herein referred to as the “ Private Placement .” The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

      1.03 The Closing.

     The closing of the Private Placement (the “ Closing ”) shall take place at the offices of Bingham McCutchen LLP, at 399 Park Avenue, New York, NY 10022 on such Business Day as may be agreed upon by the Company and the Purchasers (the “ Closing Date ”). At the Closing, the Company will deliver the Notes in the form of one or more Notes dated the date of the Closing, payable to the respective Purchasers or their registered assigns as specified on Schedule I against payment of the purchase price therefor by electronic funds transfer to account number 4761053503 at Wells Fargo Bank for credit to such account as the Company may designate in writing delivered to the Purchasers at least three Business Days prior to the Closing Date for use in accordance with Section 4.01. By delivering payment on the Closing Date for the Notes, each

Purchaser shall be deemed to have confirmed as of the Closing Date that the representations and warranties made by such Purchaser in Section 7 remains accurate as of the Closing Date. If, at the Closing, the Company shall fail to tender the Notes to the Purchasers as provided above, or any of the conditions specified in Section 3 shall not have been fulfilled to the satisfaction of the Purchasers, the Purchasers shall, at their election, be relieved of all further obligations under this Agreement, without thereby waiving any other rights it may have by reason of such failure or such nonfulfillment.

      2.01 Definitions.

     For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following respective meanings:

     “ Affiliate ” means (a) when used with reference to any corporation, any Person that, directly or indirectly, owns or controls 5% or more of any class of Voting Stock of such corporation or is a director or officer of such corporation or is a Person in which such corporation has a 10% or greater direct or indirect equity interest, (b) when used with reference to any partnership, any Person that, directly or indirectly, owns or controls 5% or more of either the capital or profit interests of such partnership or is a partner of such partnership or is a Person in which such partnership has a 5% or greater direct or indirect equity interest, (c) when used with reference to any individual, any Person that is related to such individual by blood or marriage or is a present or former ward or, guardian of such individual or is a trust or estate in which such individual owns a 10% or greater beneficial interest or of which such individual serves as trustee, executor or in any similar capacity and (d) when used with reference to a trust or an estate, any Person that is a trustee, executor, administrator or beneficiary thereof. Moreover, the term “Affiliate”, when used with reference to any Person, shall also mean any other Person that, directly or indirectly, controls or is controlled by or is under common control with such Person. As used in the preceding sentence, the term “control” means the possession, directly or indirectly, of the power to direct or to cause the direction of the management and policies of the entity referred to, whether through ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controls” shall have meanings correlative to the foregoing.

     “ Agreement ” means this Note Agreement, as amended, supplemented or modified from time to time.

     “ Anti-Terrorism Order ” means United States Executive Order 13224, effective as of September 24, 2001, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, 66 U.S. Fed. Reg. 49,079 (2001), as amended.

     “ Applicable Contract ” means any contract or agreement to which the Company or any Subsidiary is a party or by which it or any of its Properties is bound or under or

pursuant to which it owns, maintains or operates any of its Properties or conducts business.

     “ Applicable Percentage ” shall have the meaning set forth in §9.01 hereof.

     “ Applicable Permit ” means any Permit to which the Company or any Subsidiary is a party or by which it or any of its Properties is bound or under or pursuant to which it owns, maintains or operates any of its Properties or conducts business.

     “ Assurance ” means, as to any Person, any contract, agreement or understanding to guarantee, or in effect guarantee, any indebtedness or obligation (the “ Primary Obligation ”) of any other Person (the “ Primary Obligor ”) in any manner, whether directly or indirectly, including agreements:

     (a) to purchase the Primary Obligation or any Property constituting security therefor;

     (b) to advance or supply funds (i) for the purchase or payment of the Primary Obligation or (ii) to maintain working capital or other balance sheet conditions, or otherwise to advance or make available funds for the purchase or payment of the Primary Obligation; or

     (c) to purchase Property, securities or services primarily for the purpose of assuring the holder of the Primary Obligation of the ability of the Primary Obligor to make payment of the Primary Obligation;

provided, however, that “Assurance” shall not include the endorsement by any Person, in the ordinary course of business, of negotiable instruments or documents for deposit or collection. The amount of any Assurance shall be deemed to be an amount equal to the stated or determinable amount of the Primary Obligation in respect of which such Assurance is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming the Person giving such Assurance is required to perform in respect thereof) as determined by such Person in good faith.

     “ Bankruptcy Law ” has the meaning specified in Section 10.01(j).

     “ Benefit Arrangement ” means an employee benefit plan (within the meaning of Section 3(3) of ERISA) which is not a Plan and with respect to which the Company or a member of the ERISA Group has an obligation or liability, whether or not current or contingent, to make contributions or pay benefits.

     “ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banking institutions in New York, New York or Fort Worth, Texas are authorized or required by law, regulation or executive order to be closed.

     “ Called Principal ” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 5.02 (any partial prepayment being applied in satisfaction of required payments of principal in inverse order of their scheduled due

dates) or is declared to be or becomes immediately due and payable pursuant to Section 10.01, as the context requires.

     “ CERCLA ” means the Federal Comprehensive Environmental Response, Compensation and Liability Act, as amended from time to time, together with all regulations and rulings thereunder and all interpretations thereof by the Environmental Protection Agency.

     “ Closing ” has the meaning specified in Section 1.03.

     “ Closing Date ” has the meaning specified in Section 1.03.

     “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, together with all regulations and rulings thereunder and all interpretations thereof by the Internal Revenue Service.

     “ Company ” has the meaning specified in the opening paragraph of this Agreement.

     “ Company Financials ” has the meaning specified in Section 6.03(a)(5).

     “ Consolidated Adjusted Net Income ” means, with respect to any period, consolidated net income (after income taxes) of the Company and the Consolidated Subsidiaries for such period, determined in accordance with GAAP (excluding, (i) any gain or loss in excess of $1,000,000 (before income taxes) arising from the sale of capital assets during such period and (ii) any other items during such period which would be considered extraordinary items, in accordance with GAAP).

      “Consolidated Assets” means, as of any date, the total assets as would be reflected on a consolidated balance sheet of the Company and the Consolidated Subsidiaries prepared as of such date in accordance with GAAP.

     “ Consolidated EBITDA ” means, in respect of any period, Consolidated Adjusted Net Income for such period plus , to the extent deducted in calculating such Consolidated Adjusted Net Income, interest, income taxes, depreciation, amortization and any non-cash gains or losses attributable to market fluctuations in the value of derivative contracts provided that, with respect to any period during which a Person shall have become, or ceased to be, a Subsidiary, or during which the Company or any Subsidiary shall have acquired or disposed of an On-Going Business, the calculation of Consolidated EBITDA shall (a) include the EBITDA (as defined below) for such period of each Person who shall have become a Subsidiary, and of each On-Going Business acquired by the Company or any Subsidiary, during such period as if such Person had been a Subsidiary or such On-Going Business had been owned by the Company or a Subsidiary for the entire period, or (b) exclude the EBITDA for such period of each Person who shall have ceased to be a Subsidiary, and of each On-Going Business disposed of by the Company or any Subsidiary, during such period as if such Person had not been a Subsidiary at any time during the entire period or such On-Going Business had not been owned or operated by the Company or any Subsidiary at any time during such period. As used in this

definition, “EBITDA” with respect to any Person or On-Going Business for any period shall mean, the net income (after income taxes) of such Person or On-Going Business for such period, determined in accordance with GAAP plus , to the extent deducted in calculating such net income, interest, income taxes, depreciation, amortization and any non-cash gains or losses attributable to market fluctuations in the value of derivative contracts.

     “ Consolidated Indebtedness for Money Borrowed ” means, at any date, the Indebtedness for Money Borrowed of the Company and the Consolidated Subsidiaries consolidated as of such date in accordance with GAAP.

     “ Consolidated Net Worth ” means, as of any date, the total shareholders’ equity which would appear on a consolidated balance sheet of the Company and the Consolidated Subsidiaries prepared as of such date in accordance with GAAP.

     “ Consolidated Subsidiary ” means, at any date, any Subsidiary the accounts of which would, in accordance with GAAP, be consolidated with those of the Company in its consolidated financial statements as of such date.

      “Consumer Obligations” [means any Assurance by the Company or any Subsidiary entered into in the ordinary course of business described in Section 9.15 pursuant to which the Company or such Subsidiary guaranties financial commitments or obligations of its customers to third party funding sources pursuant to an established customer financing program.

     “ Default ” means, with respect to any Loan Document, any event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, a default thereunder or breach thereof. Without limitation of the foregoing, “Default” shall include any Event of Default as well as any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

     “ Default Rate ” means, at any time, a rate of interest per annum equal to the lesser of (a) 2% above the interest rate then payable on the Notes and (b) the Highest Lawful Rate.

     “ Discounted Value ” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on a semiannual basis) equal to the Reinvestment Yield with respect to such Called Principal.

     “ Dollar Equivalent ” shall have the meaning set forth in §11.23 hereof.

     “ Dollars ” and the sign “ $ ” means lawful currency of the United States of America.

      “Domestic Subsidiary” means any Subsidiary other than a Non-Domestic Subsidiary.

     “ Environmental Claim ” shall mean any investigation, notice, violation, demand, allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding or claim (whether administrative, judicial or private in nature) arising (a) pursuant to, or in connection with an actual or alleged violation of, any Environmental Law, (b) in connection with any Hazardous Material, (c) from any abatement, removal, remedial, corrective or other response action in connection with a Hazardous Material, Environmental Law or other order of a Governmental Authority or (d) from any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

     “ Environmental Laws ” means applicable laws (including the common law), regulations or rules, and any applicable judicial or administrative interpretations thereof, as well as any applicable judicial or administrative orders, decrees or judgments, relating to pollution, environmental, health, safety, industrial hygiene or similar matters.

     “ Environmental Permit ” means any Permit required under applicable Environmental Laws.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and all rules, regulations, rulings and interpretations adopted by the Internal Revenue Service or the Department of Labor thereunder.

     “ ERISA Group ” means all corporations, trades or businesses (whether or not incorporated) and other persons or entities which, together with the Company, are treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

     “ Event of Default ” has the meaning specified in Section 10.01.

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

     “ Executive Officer ” means (a) the chairman of the board, the chief executive officer, the chief operating officer(s), the chief financial officer, the chief accounting officer or the chief legal officer of the Company or (b) any other officer of the Company who has been elected by the Board of Directors of the Company and designated as an executive officer in any Form 10-K or successor Form filed by the Company with the SEC.

     “ Existing Bank Loan Agreement ” means that certain First Amended and Restated Credit Agreement dated as of February 24, 2005, among the Company, the banks party thereto, Wells Fargo Bank, National Association, as administrative agent and JPMorgan Chase, N.A., as syndication agent, as in effect on the Closing Date.

      “Existing Notes” means the 1995 Notes, the 1997 Notes and the 2002 Notes.

     “ Fiscal Quarter ” means a fiscal quarter of the Company.

     “ Fiscal Year ” means the fiscal year of the Company.

     “ Funded Debt ” means, in respect of any Person, all Indebtedness for Money Borrowed of such Person (other than Indebtedness for Money Borrowed described in clauses (h), (i) and (k) of the definition thereof).

     “ GAAP ” means generally accepted accounting principles as in effect from time to time as set forth in the opinions, statements and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the Financial Accounting Standards Board and such other Persons who shall be approved by a significant segment of the accounting profession and concurred in by the Independent Registered Public Accounting Firm.

     “ Governmental Authority ” means any foreign governmental authority, the United States of America, any State of the United States or any political subdivision, agency or instrumentality of any of the foregoing, and any agency, department, commission, board, bureau, court or other tribunal having jurisdiction over any Loan Party, the Purchasers or any other Holder or their respective Property, including the Texas Consumer Credit Commissioner, the United States Department of the Treasury, Bureau of Alcohol, Tobacco and Firearms and any other governmental authority charged with the enforcement of the Regulatory Acts or otherwise having authority with respect to the regulation, supervision and licensing of pawnshop activities in any jurisdiction in which the Company or any of the Subsidiaries conducts business.

     “ Guarantors ” means the Subsidiaries listed in Schedule II and each other Person that becomes bound by the Guaranty as contemplated by Section 9.17(a).

     “ Guaranty ” has the meaning specified in Section 3.10.

     “ Hazardous Materials ” means any hazardous substance, hazardous or toxic waste, pollutant, contaminant, oil, petroleum product or other substance (a) which is listed, regulated or designated as toxic or hazardous (or words of similar meaning and regulatory effect), or with respect to which remedial obligations may be imposed, under any Environmental Laws or (b) exposure to which may pose a health or safety hazard.

      “Hedging Obligations” means, in respect to any Person, the obligations of such Person in respect of options, warrants, caps, floors, collars, swaps, swaptions, forwards and futures which is entered into and at all times maintained to reduce: (a) the risk of economic loss due to a change in the value, yield, price, cash flow or quantity of assets or liabilities which such Person has acquired or incurred or anticipates acquiring or incurring or (b) the risk of economic loss due to changes in the currency exchange rate or the degree of exposure as to assets or liabilities denominated in a foreign currency which such Person has acquired or incurred or anticipates acquiring or incurring.

     “ Highest Lawful Rate ” means the maximum nonusurious rate of interest permitted to be charged by applicable federal or state law (whichever shall permit the

higher lawful rate, without conflict with other applicable federal or state laws) from time to time in effect. The parties agree that, insofar as the provisions of Chapter 306 of the Texas Finance Code are at any time applicable to the determination of the Highest Lawful Rate, the Highest Lawful Rate shall be the “applicable ceiling” (as such term is used in such Chapter 306) from time to time in effect, provided that, to the extent permitted by such Chapter 306, each Holder may from time to time by notice to the Company revise the election of such interest rate ceiling as such ceiling affects the then current or future amounts outstanding under the Notes held by such Holder.

     “ Holder ” means (a) the Purchasers so long as any such Purchaser is obligated to purchase the Notes hereunder or holds any outstanding Note and (b) any other holder from time to time of any outstanding Note.

     “ Indebtedness for Money Borrowed ” means, with respect to any Person and without duplication:

     (a) the principal amount of all indebtedness of such Person, current or funded, secured or unsecured, incurred in connection with borrowings (including the sale of debt securities),

     (b) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to any Property acquired by such Person,

     (c) all indebtedness of such Person issued, incurred or assumed in respect of the purchase price of Property or services except for accounts payable incurred in the ordinary course of business,

     (d) all obligations of such Person evidenced by a note, bond, debenture or similar instrument,

     (e) the present value (determined in accordance with GAAP) of all obligations of such Person under leases which shall have been or should be recorded as capitalized leases in accordance with GAAP or under any Synthetic Lease of such Person,

     (f) all Assurances (other than Consumer Obligations) of such Person in respect of indebtedness of any other Person of any of the types described in the preceding clauses (a) through (e), provided that, when calculating the amount of any Person’s Indebtedness for Money Borrowed, no Assurance of such Person of the type described in this clause (f) shall be included in such calculation unless, and then only to the extent that, the indebtedness relating to such Assurance, when aggregated with the total indebtedness relating to all other outstanding Assurances of the Loan Parties of the type described in this clause (f), exceeds $1,000,000,

     (g) the amount of all sinking fund payments or other mandatory redemption or payments on any class of capital stock of such Person,

     (h) the maximum stated amount from time to time available for drawing under any letters of credit issued at the request of such Person,

     (i) the amount of any unreimbursed drawings under letters of credit issued at the request of such Person,

     (j) Receivables Facility Attributed Indebtedness of such Person, and

     (k) accrued obligations of such Person in respect of earnout or similar payments which (i) are due and payable or (ii) constitute “Indebtedness” under the Existing Bank Loan Agreement.

     For all purposes hereof, the Indebtedness for Money Borrowed of any Person shall include the Indebtedness for Money Borrowed of any partnership or joint venture in which such person is a general partner or a joint venturer, unless such Indebtedness for Money Borrowed is non-recourse to such Person.

     “ Indemnified Liabilities ” has the meaning specified in §11.21 hereof.

     “ Indemnitees ” means, collectively, the Purchasers, each Transferee and each Holder and their respective successors and assigns, and the officers, trustees, directors and employees of each of the foregoing.

     “ Independent Registered Public Accounting Firm ” means PricewaterhouseCoopers LLP or another firm of independent public accountants of recognized national standing and registered with the Public Company Accounting Oversight Board selected by the Company.

     “ Investment ” means, as applied to any Person, (i) any direct or indirect purchase or other acquisition by such Person of stocks, bonds, notes, debentures or other securities of any other Person, (ii) any direct or indirect loan, advance, extension of credit or capital contribution by such Person to any other Person, (iii) any Assurance by such Person of any indebtedness of any other Person, (iv) the subordination by such Person of any claim against any other Person to other indebtedness of such other Person and (v) any other item which would be classified as an “investment” on a balance sheet of such Person prepared in accordance with GAAP, including any direct or indirect contribution by such Person of Property to a joint venture, partnership or other business entity in which such Person retains an interest.

     “ Judgment Currency ” and “ Judgment Currency Conversion Date ” have the meanings set forth in §11.23 hereof.

     “ Legal Requirements ” means any and all (a) applicable constitutional provisions, laws (statutory, administrative, judicial or otherwise, including those established pursuant to common law or equity) ordinances, treaties, rules, codes, standards and regulations (or any interpretation of any of the foregoing), whether foreign or domestic, including, without limitation, the Anti-Terrorism Order, the USA Patriot Act and Environmental Laws, (b) judgments, orders, injunctions and decrees, (c) Permits and

(d) contracts with Governmental Authorities relating to compliance with the items described in (a), (b) or (c) above.

     “ Lien ” means any mortgage, pledge, charge, encumbrance, security interest, collateral assignment, conditional sale or title retention arrangement or other lien or restriction of any kind, whether based on common law, constitutional provision, statute or contract.

     “ Loan Documents ” means, collectively, this Agreement, the Notes, the Guaranty, the Subrogation and Contribution Agreement and all other instruments and documents executed and delivered to the Purchasers by the Loan Parties, or any of them, pursuant to this Agreement.

     “ Loan Parties ” means, collectively, the Company and the Guarantors.

     “ Make-Whole Premium ” means, with respect to the Called Principal of any Note, a premium equal to the excess, if any, of the Discounted Value of such Called Principal over such Called Principal. The Make-Whole Premium shall in no event be less than zero.

     “ Material Adverse Effect ” means any circumstance or event of whatever nature which (a) could reasonably be expected to have a material adverse effect on the financial condition, business, operations or Properties of the Company and the Subsidiaries, taken as a whole, (b) could reasonably be expected to diminish or impair in any material respect the ability of the Company to perform any of its obligations under the Loan Documents to which it is a party, (c) could reasonably be expected to diminish or impair in any material respect the ability of the Purchasers or any other Holder to enforce any of the Obligations or to exercise or enforce any of their rights and remedies under the Loan Documents, (d) causes an Event of Default, (e) causes a Default which could reasonably be expected to become an Event of Default or (f) could reasonably be expected to subject the Purchasers or any other Holder to civil or criminal liability.

     “ Material Contract ” means any contract, agreement or instrument to which the Company or any Subsidiary is a party (a) which calls for payments to or from the Company or such Subsidiary of more than $10,000,000 (or its equivalent in other currencies) during any 12-month period or (b) pursuant to which the Company or such Subsidiary acquires any right to an interest in Property or a right to obtain services if the Company’s or such Subsidiary’s inability to obtain such interest or services, as the case may be, could reasonably be expected to have a Material Adverse Effect, provided that “Material Contract” shall not include any Loan Document or any agreement creating or evidencing Indebtedness for Money Borrowed.

     “ Net Equity Proceeds ” means the proceeds, after payment of all underwriters fees and other expenses, received by the Company in consideration of its sale of its equity securities, provided that the gross amount of such proceeds shall be deemed to be the amount of cash received or the fair value of any property received or obligations satisfied in connection with such sale.

     “ New Entity ” has the meaning specified in §9.17 hereof.

     “ 1995 Guaranty ” means that certain Joint and Several Guaranty dated as of July 7, 1995 delivered by the Company and certain of its Subsidiaries in connection with the issuance and sale of the 1995 Notes.

     “ 1995 Loan Documents ” means the “ Loan Documents ” — as defined in the 1995 Note Agreement.

     “ 1995 Note Agreement ” means that certain Note Agreement dated as of July 7, 1995 between the Company and Teachers Insurance and Annuity Association of America, as amended.

     “ 1995 Notes ” means those certain 8.14% Senior Notes due July 7, 2007 issued by the Company under and pursuant to the 1995 Note Agreement.

     “ 1997 Guaranty ” means that certain Joint and Several Guaranty dated as of December 1, 1997 delivered by the Company and certain of its Subsidiaries in connection with the issuance and sale of the 1997 Notes.

     “ 1997 Loan Documents ” means the “ Loan Documents ” as defined in the 1997 Note Agreement.

     “ 1997 Note Agreement ” means that certain Note Agreement dated as of December 1, 1997 between the Company and the purchasers listed on Schedule I thereto, as amended.

     “ 1997 Notes ” means those certain 7.10% Senior Notes due January 2, 2008 issued by the Company under and pursuant to the 1997 Note Agreement.

     “ Non-Domestic Indebtedness ” means Indebtedness for Money Borrowed of one or more Non-Domestic Subsidiaries.

      “Non-Domestic Subsidiary” means a Subsidiary which is incorporated in, or conducts a significant portion of its business activities in, any one or more jurisdictions outside of the United States.

     “ Non-Wholly-Owned Subsidiary ” means any Subsidiary (other than a Wholly-Owned Subsidiary).

     “ Notes ” has the meaning specified in Section 1.01.

     “ Obligations ” means all obligations, liabilities and indebtedness of every nature of the Loan Parties from time to time owing to the Purchasers and the other Holders under the Loan Documents, including, without limitation, (a) all obligations of the Company under the Loan Documents to pay principal, premium and interest in respect of the Notes, (b) all obligations of the Guarantors in respect of the Guaranty, (c) all obligations of the Loan Parties under the Loan Documents to reimburse or indemnify the

Purchasers or any other Indemnitee and (d) all obligations of the Loan Parties to pay fees and expenses pursuant to Section 11.02 and similar sections of the other Loan Documents.

     “ Officers’ Certificate ” means a certificate executed on behalf of the Company by at least two of its Responsible Officers (in their representative capacities and not in their individual capacities).

     “ On-Going Business ” means a distinct operating business, whether operated as a division of a larger business operation or operated independently, which regardless of the form of legal entity, owns or operates the assets and has the liabilities, of such business.

     “ Organizational Documents ” means (i) with reference to any Person that is a corporation, its articles or certificate of incorporation and its bylaws and (ii) with reference to any Person that is a partnership, its partnership agreement and all other instruments relating to its formation, existence or governance.

     “ Overall Transaction ” means the Private Placement and the guarantees and other transactions and activities contemplated by the Loan Documents.

     “ Permits ” means any and all permits, authorizations, certificates, approvals, registrations, variances, licenses, franchises, exemptions or orders issued, granted or otherwise made available by any Governmental Authority.

     “ Permitted Liens ” means:

     (a) Liens (if any) granted to, or for the benefit of, all of the Holders to secure the Obligations;

     (b) Liens in existence on the date hereof and described in Schedule IV;

     (c) bonds, pledges or deposits made to secure payment of worker’s compensation (or to participate in any fund in connection with worker’s compensation), unemployment insurance, pensions or social security programs;

     (d) Liens imposed by mandatory provisions of law such as for materialmen’s, mechanics, warehousemen’s and other like Liens arising in the ordinary course of business, securing indebtedness whose payment is not yet due, and landlords liens, whether arising through contract or by operation by law, but only if the same are not yet due and payable or if the same are being contested in good faith and the payment of which is not at the time required by Section 8.03,

     (e) Liens for taxes, assessments and governmental charges or levies imposed upon a Person or upon such Person’s income or profits or property, but only if the same are not yet due and payable or if the same are being contested in good faith and the payment of which is not at the time required by Section 8.03;

     (f) good faith deposits in connection with tenders, leases, real estate bids or contracts (other than contracts involving the borrowing of money), bonds, pledges or deposits to secure insurance policies or to secure public or statutory obligations, deposits to secure (or in lieu of) surety, stay, appeal or customs bonds and deposits to secure the payment of taxes, assessments, customs duties or other similar charges;

     (g) encumbrances consisting of zoning restrictions, easements, or other restrictions on the use of real property, provided that such do not materially impair the use of such property for the uses intended, and none of which is violated by existing or proposed structures or land use;

     (h) Liens on Property of any Consolidated Subsidiary securing obligations of such Consolidated Subsidiary owing to the Company or to any Wholly-Owned Subsidiary;

     (i) Liens created to secure (A) purchase money indebtedness incurred to finance the purchase price of the Property acquired in the ordinary course of business, but only if each such Lien shall secure only the purchase money indebtedness incurred to purchase the Property so acquired and shall be confined solely to such Property and (B) the indebtedness permitted by Section 9.05(b)(11); provided, however, that the aggregate amount, without duplication, of all obligations at any time secured by all Liens referred to in this clause (i) and Liens referred to in clause (l) and clause (m) of this definition of Permitted Liens does not exceed the greater of $10,000,000 or 2% of Consolidated Assets];

     (j) Liens on Temporary Cash Investments, but only if (A) such Liens secure short-term indebtedness owed by the Company or a Consolidated Subsidiary to the broker or investment banking firm which is holding such Temporary Cash Investments for the account of the Company or a Consolidated Subsidiary and (B) such indebtedness is to be repaid, in the ordinary course of business, by the collection or liquidation of such Temporary Cash Investments at the maturity of such Temporary Cash Investments;

     (k) Liens arising by operation of law (and not by contract) in connection with judgments being appealed to the extent such judgment or judgments would not otherwise result in an Event of Default described in Section 10.01(p)

     (l) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary of the Company; provided that (i) such Liens were not incurred in contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Subsidiary and (ii) the aggregate amount, without duplication, of all obligations at any time secured by Liens referred to in this clause (l) and Liens referred to in clause (i) and clause

     (m) of this definition of Permitted Liens does not exceed the greater of (i) $10,000,000 or (ii) 2% of Consolidated Assets;

     (m) Liens on property existing at the time of acquisition thereof by the Company or any Subsidiary of the Company, provided (i) that such Liens were not incurred in contemplation of such acquisition and (ii) the aggregate amount, without duplication, of all obligations at any time secured by Liens referred to in this clause (m) and Liens referred to in clause (i) and clause (l) of this definition of Permitted Liens does not exceed the greater of (i) $10,000,000 or (ii) 2% of Consolidated Assets;

     (n) Liens securing Permitted Refinancing Indebtedness in respect of any Indebtedness for Money Borrowed secured by Liens referred to in the foregoing clauses (b), (i), (l) and (m) of this definition, provided that such Liens do not extend to any other property of the Company or any Subsidiary of the Company and the principal amount of the Permitted Refinancing Indebtedness secured by such Lien is not increased; and

     (r) Liens securing other Indebtedness for Money Borrowed not exceeding $2,500,000 at any time outstanding.

      “Permitted Refinancing Indebtedness” means any Indebtedness for Money Borrowed of the Company or any of its Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness for Money Borrowed of the Company or any of its Subsidiaries (other than intercompany indebtedness); provided that: (i) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus accrued interest or premium (including any make-whole premium), if any, on, the Indebtedness for Money Borrowed so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith), (ii) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness for Money Borrowed being extended, refinanced, renewed, replaced, defeased or refunded; provided that if the original maturity date of such Indebtedness for Money Borrowed is after the stated maturity of the Notes, then such Permitted Refinancing Indebtedness shall have maturity at least 180 days after the Notes, (iii) if the Indebtedness for Money Borrowed being extended, refinanced renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of the Notes and is subordinated in right of payment to the Notes on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness for Money Borrowed being extended, refinanced, renewed, replaced, defeased or refunded, and (iv) such Indebtedness for Money Borrowed is incurred either by the Company or by the Subsidiary who is the obligor on the Indebtedness for Money Borrowed being extended, refinanced, renewed, replaced, defeased or refunded.

     “ Person ” means and includes an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a Governmental Authority.

     “ Plan ” means an employee pension benefit plan (within the meaning of Section 3(3) of ERISA) which is or has been established or maintained, or to which contributions are or have been made, by the Company, any Subsidiary or any Related Person or as to which the Company, any Subsidiary or any Related Person would be treated as a contributing sponsor under Section 4069 of ERISA if such plan were to be terminated.

     “ Private Placement ” has the meaning specified in Section 1.02.

     “ Projections ” has the meaning specified in Section 6.03(a)(6).

     “ Property ” means any interest in any kind of property or asset, whether real, personal or mixed, tangible or intangible.

     “ Purchasers ” has the meaning specified in the opening paragraph of this Agreement.

     “ Receivables Facility Attributed Indebtedness ” means, in respect of any Person, the amount of obligations outstanding under a receivables purchase facility on any date of determination that would be characterized as principal payment obligations of such Person if such facility were structured under GAAP as a secured lending transaction other than a purchase.

     “ Regulatory Acts ” means (a) the Texas Pawnshop Act and (b) all other foreign, Federal or state laws (statutory, administrative, judicial or otherwise) relating to pawnshops and activities incidental thereto in any jurisdiction in which the Company or any Subsidiary conducts business.

     “ Reinvestment Yield ” means with respect to the Called Principal of any Note, the sum of 50 basis points (0.50%) over the yield to maturity implied by (a) the yields reported, as of 10:00 A.M. (New York City time) two Business Days next preceding the Settlement Date with respect to such Called Principal, on the display designated as page PX1 as reported by the Bloomberg Financial Markets (or such other display as may replace page PX1 on Bloomberg Financial Markets), or if Page PX1 (or its successor screen on Bloomberg Financial Markets) is unavailable, the Telerate Access Service screen which corresponds most closely to Page PX1, for the most recently issued traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or, if such yields shall not be reported as of such time or the yields reported as of such time shall not be ascertainable, (b) the Treasury Constant Maturity Series yields reported, for the latest day for which such yields shall have been so reported as of the Business Day next preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield shall be determined, if necessary, by (i) converting U.S. Treasury bill quotations to bond equivalent yields in

accordance with accepted financial practice and (ii) interpolating linearly between reported yields. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

     “ Related Person ” means any trade or business, whether or not incorporated, which, together with the Company, would be treated as a single employer under Section 414 of the Code.

     “ Release ” has the meaning specified in CERCLA § 101(22) (42 U.S.C. § 9601(22)).

     “ Remaining Average Life ” means, with respect to the Called Principal of any Note, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (a) such Called Principal into (b) the sum of the products obtained by multiplying (i) the principal component of each Remaining Scheduled Payment of such Called Principal (but not of interest thereon) by (ii) the number of years (calculated to the nearest one-twelfth year) which will elapse between the Settlement Date with respect to such Called Principal and the respective scheduled due date of such Remaining Scheduled Payment of such Called Principal.

      “Remaining Dollar-Years” means, with respect to any Indebtedness for Money Borrowed at any time, the amount obtained by (1) multiplying the amount of each then remaining required repayment, including repayment at final maturity, by the number of years (calculated at the nearest one-twelfth) which shall elapse between such time and the date of that required repayment, and (2) totaling all the products obtained in (1).

     “ Remaining Scheduled Payments ” means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due on or after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date provided that, if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 5.02 or Section 10.01, as the case may be.

     “ Required Holders ” means, at any time, the Holder or Holders of at least 51% of the aggregate principal amount of the Notes then outstanding.

     “ Responsible Officer ” means, as to any Loan Party, the chairman of the board, the chief executive officer, the president, the chief operating officer(s), the chief financial officer, the principal accounting officer, the chief legal officer, the vice president of finance or the treasurer of such Loan Party.

     “ SEC ” means the Securities and Exchange Commission.

     “ Securities Act ” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

     “ Settlement Date ” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 5.02 or is declared to be or becomes immediately due and payable pursuant to Section 10, as the context requires.

     “ Stock ” means (i) in the case of any corporation, capital stock of any class of such corporation (however designated) and warrants or options to purchase such capital stock, (ii) in the case of any partnership, partnership interests of such partnership (however designated) and warrants or options to purchase such partnership interests and (iii) in the case of any other entity, equity interests of such entity (however designated) and warrants or options to purchase such equity interests.

     “ Subrogation and Contribution Agreement ” means the Subrogation and Contribution Agreement of even date herewith among the Company and the Guarantors substantially in the form of Exhibit F.

     “ Subsidiary ” means, at any time, (a) any corporation 50% or more of the outstanding Voting Stock of which is owned, directly or indirectly, by the Company at such time and (b) any partnership, association, joint venture or other entity in which the Company owns, directly or indirectly, a 50% or greater equity interest (however designated) at such time.

     “ Synthetic Lease ” means, in respect of any Person, the monetary obligation of such Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

     “ Temporary Cash Investment ” mean any of the following investments: (a) Investments in open market commercial paper maturing within 180 days after acquisition thereof and rated at least A-1 (or the equivalent thereof) by Standard & Poor’s Ratings Group (or any successor thereto which is a nationally recognized rating agency) or at least P-1 (or the equivalent thereof) by Moody’s Investors Service, Inc. (or any successor thereto which is a nationally recognized rating agency), (b) Investments in marketable obligations, maturing within 180 days after acquisition thereof, issued or unconditionally guaranteed by the United States of America or an instrumentality or agency thereof and entitled to the full faith and credit of the United States of America, (c) Investments in money market funds that invest solely in the types of Investments permitted under clauses (a) and (b) above, (d) Investments in repurchase agreements of any financial institution or brokerage firm acceptable to the Required Holders which are fully secured by securities described in clause (b) above, (e) certificates of deposit and time deposits (including Eurodollar deposits), maturing within 180 days from the date of deposit thereof, with a domestic office of (i) any national or state bank or trust company organized under the laws of the United States of America or any state therein and having capital, surplus and undivided profits of at least $100,000,000 or (ii) any other national or state bank so long as all such deposits are federally insured and (f) in the case of any

Non-Domestic Subsidiary, certificates of deposit and other instruments substantially equivalent to a certificate of deposit maturing within 180 days from the date of acquisition and issued by a bank or trust company organized and located in the jurisdiction where such Non-Domestic Subsidiary maintains its headquarters having capital, surplus and undivided profits of at least $100,000,000 (or its equivalent in other currencies).

     “ Transferee ” means any direct or indirect transferee of all or any part of any Note purchased by the Purchasers under this Agreement.

     “ 2002 Guaranty ” means that certain Joint and Several Guaranty dated as of August 12, 2002, delivered by the Company and certain of its Subsidiaries in connection with the issuance and sale of the 2002 Notes.

     “ 2002 Loan Documents ” means the “Loan Documents” as defined in the 2002 Note Agreement.

     “ 2002 Note Agreement ” means that certain Note Agreement dated as of August 12, 2002 between the Company and the purchasers listed on Schedule I thereto, as amended.

     “ 2002 Notes ” means those certain 7.20% Senior Notes due August 12, 2009 issued by the Company under and pursuant to the 2002 Note Agreement.

     “ USA Patriot Act ” means United States Public Law 107-56, Uniting and Strengthening America By Providing Appropriate Tools Required To Intercept and Obstruct Terrorism (USA Patriot Act) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

     “ Voting Stock ” means, when used with respect to any Person, any Stock of such Person having general voting power under ordinary circumstances to elect a majority of the board of directors (or other governing body) of such Person (irrespective of whether at the time any Stock of such Person shall have or might have voting power by reason of the happening of any contingency).

      “Weighted Average Life to Maturity” means, with respect to any Indebtedness for Money Borrowed, as at the time of the determination thereof the number of years obtained by dividing the then Remaining Dollar-Years of such indebtedness at such time by the then outstanding principal amount of such indebtedness.

     “ Wholly-Owned Subsidiary ” means a Consolidated Subsidiary, all of the outstanding Stock (other than directors’ qualifying shares, if required by law) of which are at the time owned directly by the Company or by one or more Wholly-Owned Subsidiaries or by the Company and one or more Wholly-Owned Subsidiaries.

      2.02 Interpretation.

     (a) In this Agreement, unless a clear contrary intention appears:

     (1) the singular number includes the plural number and vice versa;

     (2) reference to any gender includes each other gender;

     (3) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision;

     (4) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually, provided that nothing in this clause (4) is intended to authorize any assignment not otherwise permitted by this Agreement;

     (5) reference to any agreement, document, instrument or report means, unless the context otherwise requires, such agreement, document, instrument or report as in effect when delivered to the Purchasers pursuant to this Agreement and as the same may thereafter be amended, supplemented or modified in accordance with the terms thereof and hereof, and reference to any Note includes any note issued pursuant hereto in renewal, rearrangement, reinstatement, enlargement, amendment, modification, extension, substitution or replacement therefor;

     (6) reference to any Section, Schedule or Exhibit means such Section hereof or such Schedule or Exhibit hereto;

     (7) the words “including” (and with correlative meaning “include”) means including, without limiting the generality of any description preceding such term;

     (8) with respect to the determination of any period of time, the word “from” means “from and including” and the word “ to ” means “ to but excluding” ;

     (9) reference to any Legal Requirement means such Legal Requirement as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time;

     (10) accounting terms used but not defined herein shall be construed in accordance with GAAP, and whenever the character or amount of any asset or liability or item of income or expense is required to be determined, or any consolidation or accounting computation is required to be made, for purposes hereof, such determination or computation shall be made in accordance with GAAP;

     (11) the word “knowledge”, when used in any representation or warranty of the Company contained herein, means the actual knowledge of any Responsible Officer;

     (12) where any provision of this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person; and

     (13) if any action or failure to act by the Company violates any covenant or obligation of the Company contained herein, such violation shall not be excused by the fact that such action or failure to act is permitted by any other covenant or obligation of the Company contained herein.

     (b) Should there be a change in GAAP following the date of this Agreement and should either (i) the Company determine (in good faith) that the requirements of one or more of the covenants contained in Section 9 are materially increased or made more severe as a result thereof or (ii) the Required Holders determine (in good faith) that the requirements of one or more of the covenants contained in Section 9 are materially reduced or relaxed as a result thereof, then the Company and such Required Holders shall enter into good faith negotiations with the desired result being that such covenant(s) shall be amended in such a way that the criteria therein set forth for evaluating the financial condition of the Company and/or the Subsidiaries shall be the same after such amendment as if such change in GAAP had not been made.

     (c) The Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

     (d) No provision of this Agreement shall be interpreted or construed against any Person solely because that Person or its legal representative drafted such provision.

     The obligation of the Purchasers to purchase and pay for the Notes hereunder is subject to the satisfaction of the following conditions:

      3.01 Representations and Warranties.

     The representations and warranties of the Loan Parties contained in the following instruments shall be true and correct at the time of Closing: (i) this Agreement, (ii) the other Loan Documents and (iii) the instruments delivered by one or more of the Loan Parties pursuant to this Section 3.

      3.02 Performance; No Default.

     The Loan Parties shall have performed and complied with all agreements and conditions contained in this Agreement or in the other Loan Documents required to be performed or complied with by them prior to or at the Closing. At the time of Closing, no Default shall have occurred and be continuing or would result from the consummation of the Overall Transaction.

      3.03 Compliance Certificate.

     The Purchasers shall have received an Officers’ Certificate, dated the Closing Date and satisfactory in form and substance to the Purchasers, certifying that the conditions specified in Sections 3.01 and 3.02 have been fulfilled. If required by the Purchasers, such Officers’ Certificate will also certify as to such matters of fact as the Purchasers may reasonably request to enable the Purchasers to determine compliance with such conditions.

      3.04 Opinions of Counsel.

     The Purchasers shall have received (a) a favorable opinion from Jenkens & Gilchrist, a Professional Corporation, counsel for the Company and the Guarantors, in the form of Exhibit B, (b) a favorable opinion of J. Curtis Linscott, General Counsel to the Company and the Guarantors, in the form of Exhibit C and (c) a favorable opinion from Bingham McCutchen LLP, special counsel for the Purchasers, in the form of Exhibit D. Each such opinion shall (i) be addressed to the Purchasers, (ii) be dated the Closing Date and (iii) state that all Transferees are entitled to rely thereon as though it were addressed to them.

      3.05 Resolutions, Etc.

     The Purchasers shall have received (a) copies of resolutions of the Board of Directors of each Loan Party, certified as of the Closing Date by the Secretary or an Assistant Secretary of such Loan Party, duly authorizing the Overall Transaction, (b) a certificate as to the incumbency and authority of the Person or Persons executing and delivering Loan Documents on behalf of such Loan Party and (c) such other documents and evidence as the Purchasers or its special counsel may request with respect to any Loan Party or the Overall Transaction, including the taking of all corporate proceedings in connection therewith and compliance with the conditions set forth herein, in each case in form and substance satisfactory to the Purchasers.

      3.06 Purchase Permitted by Applicable Laws, Etc.

     The consummation of the Private Placement on the terms and conditions herein provided (including the use of the proceeds of such Notes by the Company) shall (i) not violate any Legal Requirement (including, without limitation, section 5 of the Securities Act or Regulation U, T or X of the Board of Governors of the Federal Reserve System), (ii) not subject the Purchasers to any tax (other than routine income taxes), penalty, liability or other onerous condition under or pursuant to any Legal Requirement and (iii) constitute a legal investment under the laws and regulations of each jurisdiction to which the Purchasers are subject, but without resort to provisions (such as Section 1405(a)(8) of the New York Insurance Law) which permit the making of an investment without restriction as to the character of the particular investment being made. If required by the Purchasers, the Purchasers shall have received an Officers’ Certificate, dated the Closing Date, certifying as to such matters of fact as the Purchasers may reasonably specify to enable the Purchasers to determine compliance with the conditions set forth in the preceding sentence.

      3.07 Payment of Closing Fees.

     The Company shall have paid the fees and disbursements which it is obligated to pay pursuant to Section 11.02 and which have been invoiced to the Company prior to the time of Closing.

      3.08 Private Placement Number.

     The CUSIP Service Bureau of Standard & Poor’s Information Group shall have issued to the Purchasers a private placement number with respect to the Notes.

      3.09 Notes.

     The Purchasers shall have received the Notes complying with the requirements of Section 1.03.

      3.10 Guaranty; Subrogation and Contribution Agreement.

     Each Guarantor and the Company shall have duly authorized, executed and delivered to the Purchasers a Joint and Several Guaranty, dated the Closing Date, in the form of Exhibit E (as may be amended from time to time, the “ Guaranty ”) and a Subrogation and Contribution Agreement.

      3.11 Other Loan Documents.

     Each of the other Loan Documents shall (a) have been duly authorized, executed, acknowledged (if appropriate) and delivered by the respective Loan Parties thereto, (b) be dated as of the Closing Date, (c) be in form and substance satisfactory to the Purchasers and (d) be in full force and effect on the Closing Date without any default existing thereunder. A counterpart of each Loan Document executed by the Loan Parties thereto shall have been delivered to the Purchasers or its special counsel. Each Loan Document shall constitute the valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with the terms thereof.

      3.12 Proceedings.

     All proceedings taken or to be taken in connection with the Overall Transaction prior to or on the Closing Date (and all documents incident thereto) shall be satisfactory in substance and form to the Purchasers, and the Purchasers and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as the Purchasers may reasonably request.

4. USE OF PROCEEDS.

      4.01 Use of Proceeds.

     The Company will apply the proceeds of the Private Placement solely to pay the costs and expenses described in Section 11.02 and to repay indebtedness of the Company. Nothing in

this Section 4.01 is intended to prohibit the Company from borrowing or re-borrowing under the Existing Bank Loan Agreement.

      4.02 Margin Regulations.

     The Company will not, directly or indirectly, use any of the proceeds of the Private Placement for the purpose, whether immediate, incidental or ultimate, of buying a “margin stock” or of maintaining, reducing or retiring any indebtedness originally incurred to purchase a stock that is currently a “margin stock”, or for any other purpose which might constitute the private placement of a “purpose credit,” in each case within the meaning of Regulation U (12 C.F.R. 221, as amended) or Regulation T (12 C.F.R. 220, as amended) of the Board of Governors of the Federal Reserve System, or otherwise take or permit to be taken any action which would involve a violation of such Regulation U or T or of Regulation X (12 C.F.R. 224, as amended) of the Board of Governors of the Federal Reserve System or any other regulation of such Board.

5. PREPAYMENTS.

      5.01 Required Prepayments of the Notes.

     (a) Unless the aggregate principal amount of the then outstanding Notes shall have become due and payable pursuant to Section 10.01, the Company shall apply to the prepayment of the Notes, without premium, and there shall become due and payable, the sum of $6,666,666.67 on December 28 in each of the years 2010 through 2014 (or, in the case of any such prepayment, such lesser principal amount of the Notes as shall then be outstanding), leaving $6,666,666.67 principal amount (or such other principal amount thereof as then remains unpaid) of the Notes for payment at their stated maturity on December 28, 2015. Each such prepayment shall be at 100% of the principal amount of the Notes so prepaid, together with all accrued and unpaid interest thereon to the date of prepayment. No partial prepayment of the Notes pursuant to Section 5.02 shall relieve the Company from its obligation to make the required prepayments provided for in this Section 5.01.

     (b) Whenever any prepayment to be made under this Section 5.01 shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and the amount of such prepayment shall bear interest at the applicable rate during such extension.

      5.02 Optional Prepayments of the Notes.

     The Company may, at its option, upon notice as provided in Section 5.03, at any time or from time to time, prepay any part (in a principal amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereof) or all of the Notes at 100% of the principal amount so prepaid, together with all accrued and unpaid interest thereon to the date of prepayment, plus a premium equal to the Make-Whole Premium, if any, on the amount so prepaid, determined as of two Business Days prior to the date of such prepayment pursuant to this Section 5.02.

      5.03 Notice of Optional Prepayments; Officers’ Certificate.

     The Company shall give each Holder irrevocable written notice of each optional prepayment of Notes made under Section 5.02 not less than 30 nor more than 60 days prior to the date fixed for such prepayment (which shall be a Business Day), in each case specifying (a) such prepayment date, (b) the aggregate principal amount of the Notes to be prepaid, (c) the aggregate principal amount of the Notes held by such Holder to be prepaid, (d) that a Make-Whole Premium may be payable, (e) the date when such Make-Whole Premium will be calculated, (f) the estimated Make-Whole Premium together with a reasonably detailed calculation of such Make-Whole Premium and (g) the accrued interest applicable to the prepayment. The Company will give each Holder, one Business Day prior to the date scheduled for any such prepayment, an Officers’ Certificate certifying that the conditions of Section 5.02 have been fulfilled and specifying the particulars of such fulfillment, and setting forth the calculations used in computing such Make-Whole Premium, or stating that no Make-Whole Premium is due and including the reason for such statement.

      5.04 Allocation of Partial Prepayments.

     Any partial prepayment of the Notes shall be allocated among all Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts of the Notes so outstanding, with adjustments, to the extent practicable, to compensate for any prior payments not made exactly in such proportion. All partial prepayments shall be applied to the Notes in anticipation and satisfaction of the prepayments required to be made by the provisions of Section 5.01, in inverse order of the maturity thereof.

      5.05 Maturity; Surrender, Etc.

     In the case of any prepayment of the Notes pursuant to this Section 5, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable Make-Whole Premium, if any. From and after such date, unless the Company shall fail to pay such principal amount when due and payable, together with the interest and Make-Whole Premium, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall, after such payment or prepayment in full, be surrendered to the Company and be cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

      5.06 Retirement of Notes.

     The Company shall not, and shall not permit any of its Affiliates to, prepay or otherwise retire, in whole or in part, prior to their stated final maturity (other than by prepayment pursuant to this Section 5 or upon acceleration of such final maturity pursuant to Section 10.01), or purchase or otherwise acquire, directly or indirectly, Notes held by any Holder unless the Company or such Affiliate shall have offered to prepay or otherwise retire or purchase or otherwise acquire, as the case may be, the same proportion of the aggregate principal amount of Notes held by each other Holder at the time outstanding upon the same terms and conditions. Any Notes prepaid pursuant to this Section 5 or Section 10.01 or otherwise retired or purchased

or otherwise acquired by the Company or any of its Affiliates shall not be deemed to be outstanding for any purpose under this Agreement, provided that, with respect to each prepayment pursuant to this Section 5, all Notes then held by the Company and its Affiliates shall nonetheless be entitled to participate in such prepayment the same as if such Notes were deemed outstanding.

6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants that:

      6.01 Subsidiaries.

     (a) The Company has no Subsidiaries on the date hereof except those listed in Schedule II, each of which is a Consolidated Subsidiary, other than RATI Holding, Inc., a Wholly-Owned Subsidiary.

     (b) Schedule II sets forth, with respect to each of the Subsidiaries listed therein, (i) whether such Subsidiary is a corporation or partnership, (ii) the jurisdiction of its incorporation or formation (as the case may be) and (iii) each jurisdiction in which it is qualified to do business as a foreign Person.

     (c) All of the issued and outstanding Stock or partnership interests of each Subsidiary is validly issued, fully-paid and is nonassessable and, except for directors’ qualifying shares of partnership interests (if any), is owned (beneficially and of record) by the Company or other Subsidiaries free and clear of any Lien.

     (d) No Subsidiary owns any Stock of the Company.

      6.02 Organization, Qualification, Authorization, Etc.

     (a) The Company and each Subsidiary (i) is a corporation or partnership (as the case may be) duly organized or formed (as the case may be) and existing in good standing under the laws of the jurisdiction of its organization or formation (as the case may be), (ii) is duly qualified or registered and in good standing as a foreign Person in each jurisdiction in which the nature of such qualification or registration is necessary and in which the failure to so qualify or register could have a Material Adverse Effect and (iii) has the corporate or partnership (as the case may be) power (A) to own its Properties, (B) to carry on its business as now being conducted and (C) to consummate the Overall Transaction. Schedule III sets forth each jurisdiction in which the Company is qualified or registered to do business as a foreign corporation.

     (b) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary corporate or partnership (as the case may be) action on the part of such Loan Party. This Agreement constitutes, and the Notes and such other Loan Documents (when executed and delivered as contemplated hereby) will each constitute, a legal, valid and binding obligation of each Loan Party thereto, enforceable in accordance with its terms, except as the enforceability

thereof may be limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.

      6.03 Disclosure Documents.

     (a) The Company has heretofore furnished the Purchasers with true, correct and complete copies of the following documents, and each of the Purchasers has acknowledged receipt of same:

     (1) the Organizational Documents of the Company and each Subsidiary as in effect on the date hereof;

     (2) the Company’s Annual Reports to Stockholders for the Fiscal Years ended December 31, 2000 through 2004 (inclusive);

     (3) the Company’s Annual Reports on Form 10-K for the Fiscal Years ended December 31, 2000 through 2004 (inclusive), as filed with the SEC;

     (4) the Company’s Quarterly Report on Form 10-Q for the Fiscal Quarter ended September 30, 2005 as filed with the SEC;

     (5) the consolidated financial statements of the Company and the Consolidated Subsidiaries described in Schedule VI (the “ Company Financials ”);

     (6) the projections described in Schedule VII (the “ Projections ”); and

     (7) the Existing Bank Loan Agreement (in the form of Exhibit G).

     (b) The Company Financials (including any related schedules and/or notes) (i) were true and correct in all material respects as at the dates thereof, (ii) were prepared in accordance with GAAP consistently followed throughout the periods involved and (iii) show all liabilities, direct and contingent, of the Company and the Consolidated Subsidiaries required to be shown in accordance with GAAP. The balance sheets included in the Company Financials fairly present the consolidated financial condition of the Company and the Consolidated Subsidiaries as at the dates thereof, and the statements of operations and statements of cash flows included in the Company Financials fairly present the consolidated results of operations and cash flows of the Company and the Consolidated Subsidiaries for the periods indicated.

     (c) The Projections are based on good faith estimates and assumptions believed by the Company to be reasonable at the time made, it being recognized by the Purchasers that the Projections, insofar as they relate to future events, are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ materially from the projected results. Since the preparation of the Projections, nothing has occurred to cause the Company to believe that the estimates and assumptions on which the Projections are based are no longer reasonable.

      6.04 Changes, Etc.

     (a) Since December 31, 2004, (i) neither the Company nor any Subsidiary has entered into any material transactions not in the ordinary course of business, nor incurred any material liabilities or obligations, direct or contingent, except for the Loan Documents, the Existing Bank Loan Agreement and Material Contracts listed on Schedule V hereto entered into subsequent to December 31, 2004 and (ii) except as has been disclosed in Company’s public filings with the SEC, no events have occurred which, individually or in the aggregate, have had, or in the future could reasonably be expected to have, a Material Adverse Effect.

     (b) Neither the business nor the Properties of the Company or any of the Subsidiaries are presently affected by any fire, explosion, accident, labor controversy, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty which could reasonably be expected to have a Material Adverse Effect.

      6.05 Tax Returns and Payments.

     (a) The Company and each Subsidiary has filed all tax returns required by law to be filed by it (or obtained extensions with respect thereto) and