REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2018 • Community Choice Financial Inc. • Functions related to depository banking, nec • New York
This Registration Rights Agreement (including all exhibits hereto and as may be amended, supplemented or amended and restated from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into as of December 12, 2018, by and among CCF Holdings LLC, a Delaware limited liability company (the “Company”), and the other parties signatory hereto and any additional parties identified on the signature pages of any joinder agreement in the form of Exhibit A executed and delivered pursuant hereto.
INDENTURE Dated as of April 29, 2011 Among COMMUNITY CHOICE FINANCIAL INC., THE SUBSIDIARY GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent 10.75% SENIOR SECURED NOTES DUE 2019Indenture • August 23rd, 2011 • Community Choice Financial Inc. • New York
INDENTURE, dated as of April 29, 2011, among Community Choice Financial Inc., an Ohio corporation (the “Issuer”), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto and U.S. Bank National Association, a national banking association, as Trustee and Collateral Agent.
Community Choice Financial Inc. Option Award AgreementOption Award Agreement • May 14th, 2018 • Community Choice Financial Inc. • Functions related to depository banking, nec • Ohio
THIS AGREEMENT (the “Agreement”) is made as of January 1, 2018, between Community Choice Financial Inc., an Ohio corporation (together with its successors, the “Company”), and Michael J. Durbin, who is an employee of the Company or one of its Subsidiaries (the “Grantee”). Capitalized terms, unless defined in this Agreement, shall have the same meanings as in the Plan (as defined below).
COMMUNITY CHOICE FINANCIAL INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2011 • Community Choice Financial Inc. • New York
Community Choice Financial Inc., an Ohio corporation (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, Jefferies & Company, Inc. and Stephens Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated April 20, 2011 (the “Purchase Agreement”), $395,000,000 aggregate principal amount of its 10.75% Senior Secured Notes due 2019 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) on a senior secured basis by each of the Guarantors (as defined in the Purchase Agreement) (the Guarantors, together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an indenture of even date herewith (the “Indenture”) among the Issuer, the Guarantors named therein and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers to purchase the Initial Securities, the Company agrees with the Initial Purchasers, for the benefit of the hold
INDENTURE Dated as of December 12, 2018 among CCF HOLDINGS LLC, as Issuer and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee 10.750% SENIOR PIK NOTES DUE 2023Indenture • December 13th, 2018 • Community Choice Financial Inc. • Functions related to depository banking, nec • New York
INDENTURE, dated as of December 12, 2018, among CCF Holdings LLC, a Delaware limited liability company (the “Issuer”), and American Stock Transfer & Trust Company, LLC, as Trustee.
EMPLOYMENT AGREEMENTEmployment Agreement • April 25th, 2012 • Community Choice Financial Inc. • Functions related to depository banking, nec • Delaware
EMPLOYMENT AGREEMENT, dated as of May 1, 2006 (this “Employment Agreement”) by and between CheckSmart Financial Company, a Delaware corporation (the “Company”), and William E. Saunders, Jr. (“Executive”).
AGREEMENT AND PLAN OF MERGER by and among CHECKSMART FINANCIAL HOLDINGS CORP., COMMUNITY CHOICE FINANCIAL INC., CCFI MERGER SUB I INC., CCFI MERGER SUB II INC., THE SELLER PARTIES, THE SELLER REPRESENTATIVE, CCCS CORPORATE HOLDINGS, INC., CCCS...Agreement and Plan of Merger • August 23rd, 2011 • Community Choice Financial Inc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 13, 2011, is by and among: (i) CHECKSMART FINANCIAL HOLDINGS CORP., a Delaware corporation (“Checksmart”); (ii) COMMUNITY CHOICE FINANCIAL INC., an Ohio corporation (the “Buyer”); (iii) CCFI MERGER SUB I INC., a Delaware corporation (“Checksmart Merger Sub”); (iv) CCFI MERGER SUB II INC., a Delaware corporation (“CCCS Merger Sub”); (v) each of the stockholders of the Company identified on the signature pages hereto (each individually, a “Company Stockholder” and collectively, the “Company Stockholders”); (vi) each of CALIFORNIA CHECK CASHING STORES, INC., a California corporation (“Eager Corp”), CALIFORNIA CHECK CASHING STORES II, INC., a California corporation, and CALIFORNIA CHECK CASHING STORES IV, INC., a California corporation (collectively, the “CCCS Founders” and, together with the Company Stockholders, the “Seller Parties”; any of the CCCS Founders or the Company Stockholders may hereinafter be referred to
EMPLOYMENT AGREEMENTEmployment Agreement • April 25th, 2012 • Community Choice Financial Inc. • Functions related to depository banking, nec • Ohio
EMPLOYMENT AGREEMENT, dated as of April 1, 2011 (this “Employment Agreement”) by and between Community Choice Financial Inc., an Ohio corporation (the “Company”), and Bridgette C. Roman (“Executive”).
ADVISORY SERVICES AND MONITORING AGREEMENTAdvisory Services • October 11th, 2011 • Community Choice Financial Inc. • Functions related to depository banking, nec • New York
This Advisory Services and Monitoring Agreement (this “Agreement”) is entered into as of April 29, 2011, by and among Community Choice Financial Inc., an Ohio corporation (together with its subsidiaries, including Subsidiary and CCCS (as defined below), collectively, the “Company”), CheckSmart Financial Company (the “Subsidiary”), California Check Cashing Stores, LLC (“CCCS”), Diamond Castle Holdings, LLC (“DCH”) and GGC Administration, LLC (“GGC”).
Community Choice Financial Inc. Option Award Agreement GRANT TO: Michael DurbinAgreement • March 29th, 2017 • Community Choice Financial Inc. • Functions related to depository banking, nec • Ohio
THIS AGREEMENT (the “Agreement”) is made as of May 16, 2016, between Community Choice Financial Inc., an Ohio corporation (together with its successors, the “Company”), and Michael Durbin, who is an employee of the Company or one of its Subsidiaries (the “Grantee”). Capitalized terms, unless defined in this Agreement, shall have the same meanings as in the Plan (as defined below).
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 23rd, 2011 • Community Choice Financial Inc. • Illinois
THIS AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of this 29th day of April, 2011, by and between INSIGHT CAPITAL, LLC, an Alabama limited liability company (the “Company”), and REPUBLIC BANK OF CHICAGO (the “Bank”), for the Bank’s commitment to make credit available to the Company, subject to all the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth. This Agreement replaces the Credit Agreement dated as of July 31, 2009, as amended, by and between the Company and the Bank.
CHECKSMART FINANCIAL HOLDINGS CORP.Stock Appreciation Right Award Agreement • October 11th, 2011 • Community Choice Financial Inc. • Functions related to depository banking, nec • Delaware
THIS AGREEMENT (this “Agreement”) is made effective as of December 31, 2008 (the “Grant Date”), between CheckSmart Financial Holdings Corp., a Delaware corporation (together with its successors, the “Company”), and Chad M. Streff, who is an employee of the Company or one of its Subsidiaries (the “Grantee”). Capitalized terms, unless defined in Section 9 or a prior section of this Agreement, shall have the same meanings as in the Plan (as defined below).
FIRST MODIFICATION TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 23rd, 2011 • Community Choice Financial Inc.
THIS FIRST MODIFICATION TO AMENDED AND RESTATED CREDIT AGREEMENT (“First Modification”) is entered into as of this 31st day of July, 2011, by and between INSIGHT CAPITAL, LLC, an Alabama limited liability company (the “Borrower”), and REPUBLIC BANK OF CHICAGO (the “Bank”).
REVOLVING CREDIT AGREEMENT dated as of April 29, 2011, among COMMUNITY CHOICE FINANCIAL INC., THE LENDERS PARTY HERETO and CREDIT SUISSE AG, as Administrative AgentRevolving Credit Agreement • August 23rd, 2011 • Community Choice Financial Inc. • New York
REVOLVING CREDIT AGREEMENT dated as of April 29, 2011 (this “Agreement”), among COMMUNITY CHOICE FINANCIAL INC., an Ohio corporation (the “Borrower”), the Lenders (as defined in Article I), and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
EMPLOYMENT AGREEMENTEmployment Agreement • April 25th, 2012 • Community Choice Financial Inc. • Functions related to depository banking, nec • Delaware
EMPLOYMENT AGREEMENT, dated as of January 1, 2011 (this “Employment Agreement”) by and between CheckSmart Financial Company, a Delaware corporation (the “Company”), and Michael Durbin (“Executive”).
SHAREHOLDERS AGREEMENTShareholders Agreement • August 23rd, 2011 • Community Choice Financial Inc. • Ohio
This Shareholders Agreement (this “Agreement”) is made as of April 29, 2011, by and among Community Choice Financial Inc., an Ohio corporation (the “Company”), Diamond Castle Partners IV, L.P. (“DCP IV”), Diamond Castle Partners IV-A, L.P. (“DCP IV-A”), Deal Leaders Fund, L.P. (“DCP Leaders” and, together with DCP IV and DCP IV-A, the “DCP Investor”), each Person listed as a 2006 Rollover Holder on Schedule A hereto or executing a Joinder Agreement as a 2006 Rollover Holder (each, a “2006 Rollover Holder” and, collectively, the “2006 Rollover Holders”), each Person listed as a 2011 Rollover Holder on Schedule A hereto or executing a Joinder Agreement as a 2011 Rollover Holder (each, a “2011 Rollover Holder” and, collectively, the “2011 Rollover Holders” and, together with the 2006 Rollover Holders, the “Rollover Holders”), and each Person listed as a Management Holder on Schedule A hereto or executing a Joinder Agreement as a Management Holder (each, a “Management Holder” and, collecti
CHECKSMART FINANCIAL HOLDINGS CORP.Grant Award Agreement • October 11th, 2011 • Community Choice Financial Inc. • Functions related to depository banking, nec • Delaware
THIS AGREEMENT (the “Agreement”) is made as of December 31, 2008 (the “Grant Date”), between CheckSmart Financial Holdings Corp., a Delaware corporation (together with its successors, the “Company”), and Bridgette Roman, who is an employee of the Company or one of its Subsidiaries (the “Grantee”). Capitalized terms, unless defined in Section 10 or a prior section of this Agreement, shall have the same meanings as in the Plan (as defined below).
COMMUNITY CHOICE FINANCIAL INC. 2011 MANAGEMENT EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT GRANTS TO:Stock Unit Agreement • May 7th, 2012 • Community Choice Financial Inc. • Functions related to depository banking, nec
THIS AGREEMENT (this "Agreement") is made effective as of , between Community Choice Financial Inc., an Ohio corporation (the "Company"), and , who is an employee of the Company or one of its Subsidiaries (the "Grantee"). Capitalized terms, unless defined in this Agreement, shall have the same meanings as in the Plan (as defined below).
CHECKSMART FINANCIAL HOLDINGS CORP.Option Grant Award Agreement • October 11th, 2011 • Community Choice Financial Inc. • Functions related to depository banking, nec • Delaware
THIS AGREEMENT (the “Agreement”) is made as of December 31, 2008 (the “Grant Date”), between CheckSmart Financial Holdings Corp., a Delaware corporation (together with its successors, the “Company”), and , who is an employee of the Company or one of its Subsidiaries (the “Grantee”). Capitalized terms, unless defined in Section 10 or a prior section of this Agreement, shall have the same meanings as in the Plan (as defined below).
CHECKSMART FINANCIAL HOLDINGS CORP.Grant Award Agreement • October 11th, 2011 • Community Choice Financial Inc. • Functions related to depository banking, nec • Delaware
THIS AGREEMENT (the “Agreement”) is made as of June 4, 2007 (the “Grant Date”), between CheckSmart Financial Holdings Corp., a Delaware corporation (together with its successors, the “Company”), and Kyle Hanson, who is an employee of the Company or one of its Subsidiaries (the “Grantee”). Capitalized terms, unless defined in Section 10 or a prior section of this Agreement, shall have the same meanings as in the Plan (as defined below).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 23rd, 2011 • Community Choice Financial Inc. • Delaware
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of April 28, 2011 by and among (i) CHECKSMART FINANCIAL HOLDINGS CORP., a Delaware corporation; (ii) COMMUNITY CHOICE FINANCIAL INC., an Ohio corporation; (iii) CCFI MERGER SUB I INC., a Delaware corporation; (iv) CCFI MERGER SUB II INC., a Delaware corporation; (v) each of the stockholders of the Company identified on the signature pages hereto; (vi) each of CALIFORNIA CHECK CASHING STORES, INC., a California corporation, CALIFORNIA CHECK CASHING STORES II, INC., a California corporation, and CALIFORNIA CHECK CASHING STORES IV, INC., a California corporation; (vii) GOLDEN GATE CAPITAL INVESTMENT FUND II, L.P., a Delaware limited partnership, as the representative of the Seller Parties; (viii) CCCS CORPORATE HOLDINGS, INC., a Delaware corporation; and (ix) CCCS HOLDINGS, LLC, a Delaware limited liability company; and (x) solely for the purposes of Section 11.1(c) of the Merger Agreement,
AMENDED AND RESTATED INDENTURE Dated as of December 12, 2018 Among COMMUNITY CHOICE FINANCIAL HOLDINGS, LLC, as Guarantor COMMUNITY CHOICE FINANCIAL ISSUER, LLC, as Issuer and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee and Collateral Agent 9.00%...Indenture • December 13th, 2018 • Community Choice Financial Inc. • Functions related to depository banking, nec • New York
WHEREAS, the Issuer has previously entered into the Indenture, dated as of September 6, 2018, by and among the Issuer, the Parent Guarantor and the Trustee and Collateral Agent (the “Existing Indenture”), authorizing the creation of an issue of $42,000,000 aggregate principal amount of 9.00% Senior Secured Notes due 2020 (the “Existing Notes”);
AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENTShareholders Agreement • April 25th, 2012 • Community Choice Financial Inc. • Functions related to depository banking, nec • Ohio
This Amendment No. 1 (this “Amendment”) to that certain Shareholders Agreement, dated as of April 29, 2011 (the “Agreement”) is made as of April 20, 2012, by and among Community Choice Financial Inc., an Ohio corporation (the “Company”), Diamond Castle Partners IV, L.P. (“DCP IV”), Diamond Castle Partners IV-A, L.P. (“DCP IV-A”), Deal Leaders Fund, L.P. (“DCP Leaders” and, together with DCP IV and DCP IV-A, the “DCP Investor”), each Person listed as a 2006 Rollover Holder on Schedule A to the Agreement or executing a Joinder Agreement as a 2006 Rollover Holder (each, a “2006 Rollover Holder” and, collectively, the “2006 Rollover Holders”), each Person listed as a 2011 Rollover Holder on Schedule A to the Agreement or executing a Joinder Agreement as a 2011 Rollover Holder (each, a “2011 Rollover Holder” and, collectively, the “2011 Rollover Holders” and, together with the 2006 Rollover Holders, the “Rollover Holders”), and each Person listed as a Management Holder on Schedule A to the
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 2nd, 2018 • Community Choice Financial Inc. • Functions related to depository banking, nec
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended, modified or restated from time to time, this “Agreement”) dated as of APRIL 25, 2017 (the “Effective Date”), will serve to set forth the terms of the Credit Facility by and between: (a) IVY FUNDING NINE, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”); and (b) CCFI FUNDING II, LLC, an Ohio limited liability company (“Debtor”).
June 30, 2014 Consulting ArrangementConsulting Arrangement • June 23rd, 2014 • Community Choice Financial Inc. • Functions related to depository banking, nec • Ohio
This letter agreement (this “Agreement”) sets forth the terms and conditions whereby you agree to provide certain services to Community Choice Financial Inc., and/or its direct and indirect subsidiaries (collectively, the “Company”).
EIGHTH SUPPLEMENTAL INDENTUREEighth Supplemental Indenture • September 6th, 2018 • Community Choice Financial Inc. • Functions related to depository banking, nec • New York
WHEREAS, the Company and the guarantors party thereto (the “Guarantors”) delivered to the Trustee and the Collateral Agent an indenture, dated as of April 29, 2011 (as supplemented by the First Supplemental Indenture dated as of April 1, 2012, the Second Supplemental Indenture dated as of April 19, 2013, the Third Supplemental Indenture dated as of April, 2014, the Fourth Supplemental Indenture dated as of June 29, 2015, the Fifth Supplemental Indenture dated as of June 29, 2016, the Sixth Supplemental Indenture dated as of August 31, 2016 and the Seventh Supplemental Indenture dated as of March 31, 2017, the “Indenture”), by and among the Company, the guarantors party thereto, the Trustee and the Collateral Agent, providing for the issuance by the Company of a series of senior secured notes designated as 10.75% Senior Secured Notes due 2019 (the “Notes”);
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND MODIFICATION OF PROMISSORY NOTELoan and Security Agreement • April 2nd, 2018 • Community Choice Financial Inc. • Functions related to depository banking, nec
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND MODIFICATION OF PROMISSORY NOTE (this “Amendment”) dated as of JULY 19, 2017 (the “Amendment Date”), is by and between IVY FUNDING NINE, LLC, a Texas limited liability company (together with its successors and assigns, “Lender”) and CCFI FUNDING II, LLC, an Ohio limited liability company (“Debtor”).
SECURED REVOLVING NOTESecured Revolving Note • May 12th, 2016 • Community Choice Financial Inc. • Functions related to depository banking, nec • Ohio
WHEREAS, in connection with the execution, delivery and consummation of (x) that certain Membership Interest Purchase Agreement dated as of the date hereof by and among Lender, Borrower, Buckeye Check Cashing of Florida III, LLC, a Florida limited liability company (together with its successors and assigns “Buyer”), and certain affiliates of Buyer (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”) and (y) the transactions executed in connection therewith, Buckeye Check Cashing of Florida, Inc. an Ohio corporation (together with its successors and assigns, the “Lender”), will, from time to time under the terms hereof, make loans (the “Revolving Loans”) to Buckeye Check Cashing of Florida II, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Borrower”), in an aggregate principal amount not to exceed SIX MILLION and 00/100 DOLLARS ($6,000,000) unless othe
COMMUNITY CHOICE FINANCIAL INC. 2011 MANAGEMENT EQUITY INCENTIVE PLAN OPTION AWARD AGREEMENT GRANT TO:Plan Option Award Agreement • April 25th, 2012 • Community Choice Financial Inc. • Functions related to depository banking, nec
THIS AGREEMENT (the "Agreement") is made as of , between Community Choice Financial Inc., an Ohio corporation (together with its successors, the "Company"), and , who is an employee of the Company or one of its Subsidiaries (the "Grantee"). Capitalized terms, unless defined in this Agreement, shall have the same meanings as in the Plan (as defined below).
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • November 2nd, 2018 • Community Choice Financial Inc. • Functions related to depository banking, nec • New York
This RESTRUCTURING SUPPORT AGREEMENT (together with all exhibits, schedules and attachments hereto, as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into as of November 1, 2018, by and among:
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 2nd, 2018 • Community Choice Financial Inc. • Functions related to depository banking, nec
THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of MARCH 30, 2018 (the “Amendment Date”), is by and between IVY FUNDING NINE, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”) and CCFI FUNDING II, LLC, an Ohio limited liability company (“Debtor”).
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 6th, 2018 • Community Choice Financial Inc. • Functions related to depository banking, nec
THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of AUGUST 31, 2018 (the “Amendment Effective Date”), is by and between IVY FUNDING NINE, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”) and CCFI FUNDING II, LLC, an Ohio limited liability company (“Debtor”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 11th, 2011 • Community Choice Financial Inc. • Functions related to depository banking, nec • Ohio
EMPLOYMENT AGREEMENT, dated as of April 1, 2011 (this “Employment Agreement”) by and between Community Choice Financial Inc., an Ohio corporation (the “Company”), and Bridgette C. Roman (“Executive”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 12th, 2016 • Community Choice Financial Inc. • Functions related to depository banking, nec • Ohio
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of May 18, 2016, and is by and between Taso Group LLC, a Florida limited liability company (“Seller”), and (ii) Buckeye Check Cashing of Florida, Inc., an Ohio corporation (“Buyer”). The Buyer and Seller are sometimes referred to collectively herein as the “Parties” and, individually, as a “Party”. In addition, for purposes of the provisions contained in Section 9 hereof, Buckeye Check Cashing of Florida II, LLC, a Delaware limited liability company (“BCCOF II”), hereby executes and delivers this Agreement.
WAIVER AND FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENTCredit Agreement • April 2nd, 2018 • Community Choice Financial Inc. • Functions related to depository banking, nec • New York
This WAIVER AND FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of March 30, 2018 (this “Amendment”), is by and among: (i) Community Choice Financial Inc., an Ohio corporation (the “Borrower”); (ii) each of the Subsidiary Guarantors party hereto (collectively, with the Borrower, the “Loan Parties” and each, a “Loan Party”); (iii) VPC Investor Fund B II, LLC, a Delaware limited liability company and VPC Specialty Lending Investments PLC, a public limited company incorporated in England and Wales, each as Lenders (each, a “Lender” and, together, the “Lenders”); and (iv) Victory Park Management, LLC, a Delaware limited liability company, as Administrative Agent (the “Administrative Agent”).
