TMX FINANCE LLC TITLEMAX FINANCE CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 15th, 2011 • TMX Finance LLC • Personal credit institutions • New York
TMX Finance LLC, a Delaware limited liability company (the “Company”), and TitleMax Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together with the Company, collectively, the “Issuers” and each, an “Issuer”) are issuing and selling to Jefferies & Company, Inc. (“Jefferies”) and each of the other Initial Purchasers listed on Schedule I hereto (together with Jefferies, the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated July 19, 2011 (the “Purchase Agreement”), by and among the Issuers, the Initial Purchasers and the subsidiary guarantors named therein (the “Guarantors”), $60,000,000 aggregate principal amount of 13.250% Senior Secured Notes due 2015 issued by the Issuers (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Issuers and the Guarantors agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including,
ContractGlobal Note • August 15th, 2011 • TMX Finance LLC • Personal credit institutions • New York
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.
TMX FINANCE LLC TITLEMAX FINANCE CORPORATION 13.250% Senior Secured Notes due 2015 PURCHASE AGREEMENTPurchase Agreement • August 15th, 2011 • TMX Finance LLC • Personal credit institutions • New York
We have acted as special counsel to TitleMax of [ ], Inc. (the “Subsidiary”), for the State of [ ] in connection with the transactions (the “Transactions”) described in the documents listed on Schedule 1 attached hereto (the “Documents”). The Subsidiary has requested that we provide this legal opinion to you to satisfy a condition to closing of the Transactions. This opinion will contain customary and appropriate assumptions, qualifications and limitations, which we intend to negotiate in their entirety.
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2013 • TMX Finance LLC • Personal credit institutions • Illinois
This Employment Agreement (the “Agreement”), is made effective as of May 16, 2011, (the “Effective Date”) by and between ARTHUR TRETYAK (“Executive”), a resident of Illinois, and AUTOCASH INC. (“Company”), a Delaware corporation. Because Company desires to employ Executive and because Executive desires to be employed by Company, both parties, in consideration of the mutual and exchanged promises and agreements contained herein and of wages paid and services rendered hereunder, hereby agree as follows:
INTERCREDITOR AGREEMENT Dated as of June 27, 2012 between WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent for the Credit Facility Secured Parties, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent for the Indenture Secured PartiesIntercreditor Agreement • July 3rd, 2012 • TMX Finance LLC • Personal credit institutions • New York
INTERCREDITOR AGREEMENT, dated as of June 27, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as agent for the Credit Facility Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Credit Facility Agent”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as agent for the Indenture Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Indenture Agent”).
ContractGlobal Note • August 15th, 2011 • TMX Finance LLC • Personal credit institutions • New York
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.
CREDIT AGREEMENT Dated as of June 27, 2012 among TMX FINANCE LLC and TITLEMAX FINANCE CORPORATION, THE LENDERS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and as Collateral AgentCredit Agreement • July 3rd, 2012 • TMX Finance LLC • Personal credit institutions • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 27 2012, among TMX Finance LLC (the “Company”) and TitleMax Finance Corporation, as Co-Borrowers (the “Borrowers”), each lender from time to time party hereto (each, a “Lender” and, collectively, the “Lenders”), and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), and collateral agent (in such capacity, the “Collateral Agent”) for the Secured Creditors.
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • August 20th, 2012 • TMX Finance LLC • Personal credit institutions • New York
SUPPLEMENTAL INDENTURE (this “supplemental indenture”), dated as of June 5, 2012, between TMX Finance of Texas, Inc., a Delaware corporation, TMX Finance of Virginia, Inc., a Delaware corporation, TMX Finance of Nevada, Inc., a Delaware corporation, and TMX Finance Card Services, Inc., a Delaware corporation (each a “Guarantor” and collectively the “Guarantors”), each a direct or indirect subsidiary of TMX Finance LLC, a Delaware limited liability company (the “Company”), or TitleMax Finance Corporation, a Delaware corporation (together with the Company and their respective successors, the “Issuers”), in favor of Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).
FIRST AMENDMENT TO AIRCRAFT REIMBURSEMENT AGREEMENTAircraft Reimbursement Agreement • March 27th, 2013 • TMX Finance LLC • Personal credit institutions
This FIRST AMENDMENT TO AIRCRAFT REIMBURSEMENT AGREEMENT (this “First Amendment”) is dated to be effective as of the 1st day of January, 2012, and entered into by and between TitleMax of Georgia, Inc., a Georgia corporation (“TitleMax”) and Title Max Aviation, a Delaware corporation (“Aviation”).
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • May 14th, 2013 • TMX Finance LLC • Personal credit institutions • New York
SUPPLEMENTAL INDENTURE (this “supplemental indenture”), dated as of April 5, 2013, between TMX Finance of California, Inc., a Delaware corporation (“TMX California”), TitleMax of California, Inc., a Delaware corporation (“TitleMax California”), TitleBucks of Virginia, Inc., a Delaware corporation (“TitleBucks Virginia”), TitleMax of Delaware, Inc., a Delaware corporation (“TitleMax Delaware”), TitleMax of Wisconsin, Inc., a Delaware corporation (“TitleMax Wisconsin”), TitleMax of Utah, Inc., a Delaware corporation (“TitleMax Utah”), TitleMax of New Mexico, Inc., a Delaware corporation (“TitleMax New Mexico”), TitleMax of Ohio, Inc., a Delaware corporation (“TitleMax Ohio”), TMX Finance of Louisiana, LLC, a Delaware limited liability company (“TMX Louisiana”), TMX Credit of Ohio, LLC, a Delaware limited liability company (“TMX Ohio”), TMX Credit of New Mexico, LLC, a Delaware limited liability company (“TMX New Mexico”) (each of the foregoing, a “Guarantor” and collectively, the “Guaran
THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • August 20th, 2012 • TMX Finance LLC • Personal credit institutions • New York
SUPPLEMENTAL INDENTURE (this “supplemental indenture”), dated as of July 20, 2012, between AutoCash, Inc., a Delaware corporation, and TitleMax Financing, Inc., a Florida corporation (each a “Guarantor” and collectively the “Guarantors”), each a direct or indirect subsidiary of TMX Finance LLC, a Delaware limited liability company (the “Company”), or TitleMax Finance Corporation, a Delaware corporation (together with the Company and their respective successors, the “Issuers”), in favor of Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).
