CASH AMERICA INTERNATIONAL INC
4TH SUPPLEMENT TO 1997 NOTE AGREEMENT
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<TYPE>EX-10.38
<SEQUENCE>6
<FILENAME>d95143ex10-38.txt
<DESCRIPTION>4TH SUPPLEMENT TO 1997 NOTE AGREEMENT
<TEXT>
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                                                                   EXHIBIT 10.38

                    FOURTH SUPPLEMENT TO 1997 NOTE AGREEMENT

         This Fourth Supplement to 1997 Note Agreement (the "FOURTH SUPPLEMENT")
is made and entered into as of the 30th day of September, 2001, by and between
Cash America International, Inc. (the "COMPANY") and each of the institutions
which is a signatory to this Fourth Supplement (collectively, the
"NOTEHOLDERS").

                                    RECITALS

         WHEREAS, the parties hereto have entered into a Note Agreement dated as
of December 1, 1997, pursuant to which the Company issued and the Noteholders
purchased $30,000,000 aggregate principal amount of the Company's 7.10% Senior
Notes Due January 2, 2008 (the "NOTES"), and the parties have amended said Note
Agreement by entering into a First Supplement to 1997 Note Agreement dated as of
December 31, 1998, a Second Supplement to Note Agreement dated as of September
29, 1999, and a Third Supplement to 1997 Note Agreement dated June 30, 2000
(said Note Agreement, as amended, being referred to hereafter as the "NOTE
AGREEMENT"); and

         WHEREAS, the Company and the Noteholders, as holders of the Notes,
desire to amend certain provisions of the Note Agreement. NOW, THEREFORE, in
consideration of the premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Noteholders hereby agree as follows:

SECTION 1. AMENDMENT TO SECTION 2.01 OF THE NOTE AGREEMENT.

         Section 2.01 of the Note Agreement is hereby amended as follows:

         (a)   The definition of the term "Consolidated Adjusted Net Income" is
               hereby amended and restated in its entirety to read as follows:

               "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) plus to the extent such amounts
               have been deducted in the computation of such consolidated net
               income for such period, (a) all charges attributable to the
               Rent-A-Tire Disposition minus (b) the lesser of (i) the Current
               Add Back Limit for such period and (ii) cash expenditures charged
               against reserves created pursuant to the discontinuance of the
               operations of Rent-A-Tire or charged against the income of
               Rent-A-Tire after September 30, 2001. As used in this definition,
               the term "Current Add Back Limit" means, for any period, the
               greater of (x) zero (0) and (y) the result of (i) the aggregate
               amount of cash charges attributable to the Rent-A-Tire
               Disposition of the type referred to in clause



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               (b)(ii) above for all periods ending prior to such period minus
               (ii) $2,600,000.

               The following new definitions are added to Section 2.01 in
               alphabetical order:

                  "Rent-A-Tire" means Rent-A-Tire, Inc., a Texas corporation.

                  "Rent-A-Tire Disposition" means the discontinuance of
               operations and the disposition of assets of 43 Rent-A-Tire stores
               in existence on June 30, 2001.

SECTION 2. AMENDMENT TO SECTION 8.04 OF THE NOTE AGREEMENT.

         Section 8.04 of the Note Agreement is hereby amended by adding the
following sentence to the end of such Section:

         "Nothing in this Section 8.04 shall prohibit the Company, so long as no
Default shall have occurred and be continuing, from consummating the Rent-A-Tire
Disposition."

SECTION 3. AMENDMENT TO SECTION 9.15 OF THE NOTE AGREEMENT.

         Section 9.15 of the Note Agreement is hereby amended by adding a new
paragraph (c) at the end of Section 9.15 to read in its entirety as follows:

         (c)   Nothing in this Section 9.15 shall prohibit the Company, so long
               as no Default shall have occurred and be continuing, from
               consummating the Rent-A-Tire Disposition.

SECTION 4. AMENDMENT TO SECTION 9.16 OF THE NOTE AGREEMENT.

         Section 9.16 of the Note Agreement is hereby amended by changing the
paragraph heading of (d) to "(e)," by changing the paragraph heading of (e) to
"(f)," and by adding a new Section 9.16 (d) to read in its entirety as follows:

         (d)   The Company may consummate the Rent-A-Tire Disposition.

SECTION 5. DEFINITIONS.

         All capitalized terms used herein and not otherwise specifically
defined shall have the respective meanings set forth in the Note Agreement.

SECTION 6. PAYMENT OF THE NOTEHOLDERS COUNSEL FEES AND EXPENSES.

         The Company agrees to pay upon demand, the reasonable fees and expenses
of Bingham Dana LLP, special counsel for the Noteholders, in connection with the
negotiation, preparation, approval, execution and delivery of this Fourth
Supplement.



                                       2
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SECTION 7. RATIFICATION OF NOTE AGREEMENT.

Except as specified hereinabove, all other terms of the Note Agreement shall
remain unchanged and are hereby ratified and confirmed. All references to "this
Agreement" or "the Agreement" appearing in the Note Agreement, and all
references to the Note Agreement appearing in any other instrument or document,
shall be deemed to refer to the Note Agreement as supplemented and amended by
this Fourth Supplement.

SECTION 8. COUNTERPARTS.

         This Fourth Supplement may be executed in any number of counterparts
and by the parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all the counterparts shall
together constitute one and the same instrument.

         By signing below where indicated, the undersigned, CASH AMERICA, INC.
OF SOUTH CAROLINA, FLORIDA CASH AMERICA, INC., GEORGIA CASH AMERICA, INC., CASH
AMERICA, INC. OF LOUISIANA, CASH AMERICA, INC. OF NORTH CAROLINA, CASH AMERICA,
INC. OF TENNESSEE, CASH AMERICA, INC. OF OKLAHOMA, CASH AMERICA, INC. OF
KENTUCKY, CASH AMERICA PAWN, INC. OF OHIO, CASH AMERICA MANAGEMENT L.P., CASH
AMERICA PAWN L.P., CASH AMERICA HOLDING, INC., EXPRESS CASH INTERNATIONAL
CORPORATION, CASH AMERICA, INC. OF ALABAMA, CASH AMERICA, INC. OF COLORADO, CASH
AMERICA, INC. OF INDIANA, CASH AMERICA, INC., CASH AMERICA OF MISSOURI, INC.,
VINCENT'S JEWELERS AND LOAN, INC., CASH AMERICA, INC. OF UTAH, CASH AMERICA
FRANCHISING, INC., CASH AMERICA FINANCIAL SERVICES, INC., CASH AMERICA, INC. OF
ILLINOIS, UPTOWN CITY PAWNERS, INC., DOC HOLLIDAY'S PAWNBROKERS & JEWELERS,
INC., LONGHORN PAWN & GUN, INC., BRONCO PAWN & GUN, INC., GAMECOCK PAWN & GUN,
INC., HORNET PAWN & GUN, INC., TIGER PAWN & GUN, INC., RENT-A-TIRE, INC., and
MR. PAYROLL CORPORATION, a Delaware corporation, as Guarantors, do each
acknowledge and approve the Note Agreement, as amended by this Fourth
Supplement, and the other Loan Documents, and the terms thereof, and
specifically agree to comply with all provisions therein and herein which refer
to or affect such Guarantors.


   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. NEXT PAGE IS SIGNATURE PAGE.]



                                       3
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         IN WITNESS WHEREOF, the undersigned have executed this Fourth
Supplement to 1997 Note Agreement as of the date first written above.


                                       CASH AMERICA INTERNATIONAL, INC.


                                       By: /s/ David J. Clay
                                           -------------------------------------
                                           David J. Clay, Vice President and
                                           Treasurer


                                       ACCEPTED AND AGREED BY:

                                       THE TRAVELERS INSURANCE  COMPANY


                                       By: /s/ Denise T. Duffee
                                           -------------------------------------
                                           Denise T. Duffee, Investment Officer


                                       THE TRAVELERS LIFE AND ANNUITY COMPANY


                                       By: /s/ Denise T. Duffee
                                           -------------------------------------
                                           Denise T. Duffee, Investment Officer


                                       PRIMERICA LIFE INSURANCE COMPANY


                                       By: /s/ Denise T. Duffee
                                           -------------------------------------
                                           Denise T. Duffee, Investment Officer


                                       NATIONWIDE LIFE INSURANCE COMPANY


                                       By: /s/ Mark W. Poeppelman
                                           -------------------------------------
                                           Mark W. Poeppelman, Associate Vice
                                           President



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                                       NATIONWIDE LIFE INSURANCE COMPANY
                                       (AS SUCCESSOR TO EMPLOYERS LIFE INSURANCE
                                       COMPANY OF WAUSAU)


                                       By: /s/ Mark W. Poeppelman
                                           -------------------------------------
                                           Mark W. Poeppelman, Associate Vice
                                           President


                                       OHIO NATIONAL LIFE ASSURANCE CORPORATION


                                       By: /s/ Michael A. Boedeker
                                           -------------------------------------
                                           Michael A. Boedeker, Senior Vice
                                           President


                                       MINNESOTA LIFE INSURANCE COMPANY
                                       BY: ADVANTUS CAPITAL MANAGEMENT, INC.


                                       By: /s/ Vicki L. Bailey
                                           -------------------------------------
                                           Vicki L. Bailey, Vice President



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                                       GUARANTORS

                                       CASH AMERICA, INC. OF SOUTH CAROLINA
                                       FLORIDA CASH AMERICA, INC.
                                       GEORGIA CASH AMERICA, INC.
                                       CASH AMERICA, INC. OF LOUISIANA
                                       CASH AMERICA, INC. OF NORTH CAROLINA
                                       CASH AMERICA, INC. OF TENNESSEE
                                       CASH AMERICA, INC. OF OKLAHOMA
                                       CASH AMERICA, INC. OF KENTUCKY
                                       CASH AMERICA PAWN, INC. OF OHIO
                                       CASH AMERICA MANAGEMENT L. P.,
                                          A DELAWARE LIMITED PARTNERSHIP,
                                          BY ITS GENERAL PARTNER,
                                          CASH AMERICA HOLDING, INC.
                                       CASH AMERICA PAWN L. P.,
                                          A DELAWARE LIMITED PARTNERSHIP,
                                          BY ITS GENERAL PARTNER,
                                          CASH AMERICA HOLDING, INC.
                                       CASH AMERICA HOLDING, INC.
                                       EXPRESS CASH INTERNATIONAL
                                          CORPORATION
                                       CASH AMERICA, INC. OF ALABAMA
                                       CASH AMERICA, INC. OF COLORADO
                                       CASH AMERICA, INC. OF INDIANA
                                       CASH AMERICA, INC.
                                       CASH AMERICA OF MISSOURI, INC.
                                       VINCENT'S JEWELERS AND LOAN, INC.
                                       CASH AMERICA, INC. OF UTAH
                                       CASH AMERICA FRANCHISING, INC.
                                       CASH AMERICA FINANCIAL SERVICES, INC.
                                       CASH AMERICA, INC. OF ILLINOIS
                                       UPTOWN CITY PAWNERS, INC.
                                       DOC HOLLIDAY'S PAWNBROKERS &
                                          JEWELERS, INC.
                                       LONGHORN PAWN & GUN, INC.
                                       BRONCO PAWN & GUN, INC.
                                       GAMECOCK PAWN & GUN, INC.
                                       HORNET PAWN & GUN, INC.
                                       TIGER PAWN & GUN, INC.
                                       RENT-A-TIRE, INC.
                                       MR. PAYROLL CORPORATION,
                                          A DELAWARE CORPORATION

                                       By: /s/ David J. Clay
                                           -------------------------------------
                                           David J. Clay, Vice President and
                                           Treasurer

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