REGISTRATION RIGHTS AGREEMENT by and among SQUARETWO FINANCIAL CORPORATION and the Guarantors party hereto and Banc of America Securities LLC BMO Capital Markets Corp. Dated as of April 7, 2010Registration Rights Agreement • November 19th, 2010 • ReFinance America, LTD • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 7, 2010, by and among SquareTwo Financial Corporation, a Delaware corporation (the “Company”), the guarantors party hereto (the “Guarantors”), and Banc of America Securities LLC, as representative (the “Representative”) of the several initial purchasers listed on Schedule A to the Purchase Agreement (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 11.625% Senior Second Lien Notes due 2017 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
SQUARETWO FINANCIAL CORPORATION, as Issuer, the GUARANTORS named herein and U.S. BANK NATIONAL ASSOCIATION as TrusteeIndenture • November 19th, 2010 • ReFinance America, LTD • New York
INDENTURE dated as of April 7, 2010 among SquareTwo Financial Corporation, a Delaware corporation (the “Company”), the Guarantors (as defined herein) listed on Schedule A hereto, and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
PURCHASE AGREEMENTPurchase Agreement • November 19th, 2010 • ReFinance America, LTD • New York
The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined below), among the Company, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), between the Company and the Depositary.
OPERATING AGREEMENT OF CACH OF NJ, LLCOperating Agreement • November 19th, 2010 • ReFinance America, LTD • Colorado
This Operating Agreement of CACH of NJ, LLC, a limited liability company (the “Company”) organized pursuant to the Colorado Limited Liability Act (the “Act”), is entered into and shall be effective as of the Effective Date, by and between the Company and CACH, LLC, a Colorado Limited Liability Company, its sole member (“Member”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 19th, 2010 • ReFinance America, LTD • Colorado
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 6, 2009 (the “Effective Date”), between COLLECT AMERICA, LTD., a Delaware corporation (the “Company”), and PAUL A. LARKINS (“Executive”).
OPERATING AGREEMENT OF CANDEO, LLCOperating Agreement • November 19th, 2010 • ReFinance America, LTD • Colorado
This Operating Agreement of Candeo, LLC, a limited liability company (the “Company”) organized pursuant to the Colorado Limited Liability Act (the “Act”), is entered into and shall be effective as of the Effective Date, by and between the Company and Collect America, Ltd., a Delaware Corporation, its sole member (“Member”).
TAX SHARING AGREEMENTTax Sharing Agreement • November 19th, 2010 • ReFinance America, LTD • Colorado
This Tax Sharing Agreement (“Agreement”) is entered into this 22nd day of March, 2010, but effective as of January 1, 2010, by and among CA Holding, Inc. (“Parent”), the Subsidiaries (as hereinafter defined) of Parent that are signatories hereto, and any entities which become parties hereto pursuant to Paragraph 19 hereof. Parent and its Subsidiaries are hereinafter sometimes referred to as the “Group.”
SECOND LIEN PLEDGE AGREEMENTSecond Lien Pledge Agreement • November 19th, 2010 • ReFinance America, LTD • New York
This Second Lien Pledge Agreement (this “Agreement”) dated as of April 7, 2010 by and among each of the undersigned pledgors (each, a “Pledgor” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 26 hereof, the “Pledgors”) and U.S. BANK NATIONAL ASSOCIATION, as collateral agent pursuant to the Indenture (as hereinafter defined), and as a secured party (in such capacities, “Collateral Agent”).
LOAN AGREEMENT DATED AS OF APRIL 7, 2010 Between SQUARETWO FINANCIAL CORPORATION, as US Borrower, PREFERRED CREDIT RESOURCES LIMITED, as Canadian Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS LOAN PARTIES, GMAC COMMERCIAL FINANCE...Loan Agreement • November 19th, 2010 • ReFinance America, LTD • New York
This LOAN AGREEMENT is dated as of April 7, 2010 and entered into among SQUARETWO FINANCIAL CORPORATION, a Delaware corporation (“US Borrower”), PREFERRED CREDIT RESOURCES LIMITED, an Ontario corporation (“Canadian Borrower”) (US Borrower and Canadian Borrower are sometimes collectively referred to herein as “Borrowers” and individually as a “Borrower”), the other persons designated as “Loan Parties”, the financial institutions who are or hereafter become parties to this Agreement (collectively, the “Lenders” and individually, a “Lender”), GMAC COMMERCIAL FINANCE LLC, a Delaware limited liability company (in its individual capacity, “GMAC CF”), as administrative and collateral agent (in such capacity, “Agent”), and as funding and disbursement agent with respect to the Canadian Revolving Loans (in such capacity, “Canadian Agent”).
SECOND LIEN SECURITY AGREEMENTSecond Lien Security Agreement • November 19th, 2010 • ReFinance America, LTD • New York
This SECOND LIEN SECURITY AGREEMENT (this “Security Agreement”), dated as of April 7, 2010, among SQUARETWO FINANCIAL CORPORATION, a Delaware corporation (“Issuer”), the Guarantors from time to time signatory hereto (the “Guarantors” and collectively with Issuer, the “Grantors” and each a “Grantor”) and U.S. BANK NATIONAL ASSOCIATION, as collateral agent pursuant to the Indenture (as hereinafter defined), and as a secured party (in such capacities, “Collateral Agent”).
SECURITY AGREEMENTSecurity Agreement • November 19th, 2010 • ReFinance America, LTD • New York
This SECURITY AGREEMENT (this “Security Agreement”), dated as of April 7, 2010, among SQUARETWO FINANCIAL CORPORATION, a Delaware corporation (“US Borrower”), the US Loan Parties signatory hereto (collectively with US Borrower, the “Grantors” and each a “Grantor”) and GMAC COMMERCIAL FINANCE LLC, a Delaware limited liability company (in its individual capacity, “GMAC CF”), as administrative and collateral agent (in such capacity, “Agent”) for the financial institutions who are or hereafter become parties to the Loan Agreement (as defined below) (collectively, the “Lenders” and individually, a “Lender”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 19th, 2010 • ReFinance America, LTD • Colorado
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of February 20, 2006 (the “Effective Date”), between COLLECT AMERICA, LTD, a Delaware corporation (the “Company”), and MICHAEL A. JONES (“Executive”).
INTERCREDITOR AGREEMENT by and among GMAC COMMERCIAL FINANCE LLC, as Senior Agent, and U.S. BANK, NATIONAL ASSOCIATION, as Junior Agent Dated as of April 7, 2010Intercreditor Agreement • November 19th, 2010 • ReFinance America, LTD • New York
This INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of April 7, 2010 and entered into by and among GMAC COMMERCIAL FINANCE LLC, a Delaware limited liability company (“GMACCF”), in its capacity as agent under the Senior Loan Documents (as defined herein) (in such capacity, together with its successors and assigns in such capacity from time to time, “Senior Agent”), and U.S. BANK, NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), in its capacity as trustee and collateral agent under the Junior Lien Documents (as defined below) (in such capacity, including its successors and assigns in such capacity from time to time, the “Junior Agent”).
PLEDGE AGREEMENTPledge Agreement • November 19th, 2010 • ReFinance America, LTD • New York
This Pledge Agreement (this “Agreement”) dated as of April 7, 2010 by and among each of the undersigned pledgors (each, a “Pledgor” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 26 hereof, the “Pledgors”) and GMAC Commercial Finance LLC, as agent for Lenders (as defined below) (in such capacity, “Agent”).
CA HOLDING, INC. 2005 EQUITY INCENTIVE PLAN RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • November 19th, 2010 • ReFinance America, LTD • Delaware
