INDENTURE Dated as of July 6, 2012 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 12.75% SENIOR SECURED NOTES DUE 2020Indenture • August 15th, 2012 • Reliant Software, Inc. • Functions related to depository banking, nec • New York
INDENTURE, dated as of July 6, 2012, 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.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BUCKEYE CREDIT SOLUTIONS, LLC a Delaware Limited Liability Company Dated as of April 20, 2012Limited Liability Company Agreement • June 22nd, 2012 • Reliant Software, Inc. • Functions related to depository banking, nec • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Buckeye Credit Solutions, LLC (the “Company”) is made, adopted and entered into effective as of April 20, 2012, by CheckSmart Financial Company, a Delaware corporation, as the sole member of the Company (the “Sole Member”).
AMENDED AND RESTATED OPERATING AGREEMENT OF CASH CENTRAL OF CALIFORNIA, LLC a California Limited Liability Company Dated as of April 1, 2012Operating Agreement • June 22nd, 2012 • Reliant Software, Inc. • Functions related to depository banking, nec • California
This AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of Cash Central of California, LLC (the “Company”) is made, adopted and entered into effective as of April 1, 2012, by Direct Financial Solutions, LLC, a Delaware limited liability company, as the sole member of the Company (the “Sole Member”).
Community Choice Financial Inc.Option Award Agreement • June 22nd, 2012 • Reliant Software, 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).
COMMUNITY CHOICE FINANCIAL INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 22nd, 2012 • Reliant Software, Inc. • Functions related to depository banking, nec • 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
CHECKSMART FINANCIAL HOLDINGS CORP.Option Grant Award Agreement • June 22nd, 2012 • Reliant Software, 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).
EMPLOYMENT AGREEMENTEmployment Agreement • June 22nd, 2012 • Reliant Software, 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”).
Community Choice Financial Inc.Restricted Stock Unit Agreement • June 22nd, 2012 • Reliant Software, 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).
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...Merger Agreement • June 22nd, 2012 • Reliant Software, Inc. • Functions related to depository banking, nec • 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 • June 22nd, 2012 • Reliant Software, 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 and Monitoring Agreement • June 22nd, 2012 • Reliant Software, 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”).
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 22nd, 2012 • Reliant Software, Inc. • Functions related to depository banking, nec • 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 • June 22nd, 2012 • Reliant Software, 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 • June 22nd, 2012 • Reliant Software, Inc. • Functions related to depository banking, nec
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 • June 22nd, 2012 • Reliant Software, Inc. • Functions related to depository banking, nec • 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.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CCCS HOLDINGS, LLC a Delaware Limited Liability Company Dated as of April 29, 2011Limited Liability Company Agreement • June 22nd, 2012 • Reliant Software, Inc. • Functions related to depository banking, nec • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CCCS Holdings, LLC (the “Company”) is made, adopted and entered into effective as of the 29th day of April, 2011, by CCCS Corporate Holdings, Inc., a Delaware corporation, as the sole member of the Company (the “Sole Member”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 22nd, 2012 • Reliant Software, 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 AGREEMENTShareholder Agreement • June 22nd, 2012 • Reliant Software, Inc. • Functions related to depository banking, nec • 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
AMENDED AND RESTATED OPERATING AGREEMENT OF CASH CENTRAL OF MINNESOTA, LLC a Minnesota Limited Liability Company Dated as of April 1, 2012Operating Agreement • June 22nd, 2012 • Reliant Software, Inc. • Functions related to depository banking, nec • Minnesota
This AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of Cash Central of Minnesota, LLC (the “Company”) is made, adopted and entered into effective as of April 1, 2012, by Direct Financial Solutions, LLC, a Delaware limited liability company, as the sole member of the Company (the “Sole Member”), pursuant to Section 322B.603 of the LLC Law (as defined below).
CHECKSMART FINANCIAL HOLDINGS CORP.Option Grant Award Agreement • June 22nd, 2012 • Reliant Software, 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 • June 22nd, 2012 • Reliant Software, Inc. • Functions related to depository banking, nec • 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,
AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENTShareholders Agreement • June 22nd, 2012 • Reliant Software, 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 LIMITED LIABILITY COMPANY AGREEMENT OF BUCKEYE TITLE LOANS OF MISSOURI, LLC a Delaware Limited Liability Company Dated as of April 20, 2012Limited Liability Company Agreement • June 22nd, 2012 • Reliant Software, Inc. • Functions related to depository banking, nec • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Buckeye Title Loans of Missouri, LLC (the “Company”) is made, adopted and entered into effective as of April 20, 2012, by CheckSmart Financial Company, a Delaware corporation, as the sole member of the Company (the “Sole Member”).
AMENDED AND RESTATED COMPANY AGREEMENT OF CASH CENTRAL OF TEXAS, LLC a Texas Limited Liability Company Dated as of April 1, 2012Company Agreement • June 22nd, 2012 • Reliant Software, Inc. • Functions related to depository banking, nec • Texas
This AMENDED AND RESTATED COMPANY AGREEMENT (this “Agreement”) of Cash Central of Texas, LLC (the “Company”) is made, adopted and entered into effective as of April 1, 2012, by Direct Financial Solutions, LLC, a Delaware limited liability company, as the sole member of the Company (the “Sole Member”).
