REGISTRATION RIGHTS AGREEMENT
EXHIBIT 10.26
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 31, 2008,
by and among (i) Triad Financial Holdings LLC, a Delaware limited liability company (the
“Company”), (ii) GS Capital Partners 2000, L.P., a Delaware limited partnership, GSCP 2000
Triad Holding, L.P., GS Capital Partners 2000 Employee Fund, L.P., a Delaware limited partnership,
GSCP 2000 Offshore Triad Holding, L.P., Xxxxxxx Xxxxx Direct Investment Fund 2000, L.P., a Delaware
limited partnership, GSCP 2000 GmbH Triad Holding, L.P., and MTGLQ Investors, L.P., a Delaware
limited partnership, (collectively, “Goldman”), (iii) GTCR Fund VIII, L.P., a Delaware
limited partnership, Fund VIII/B Triad Splitter, L.P., a Delaware limited partnership, GTCR
Co-Invest II, L.P., a Delaware limited partnership, and any investment fund managed by GTCR Xxxxxx
Xxxxxx, L.L.C., a Delaware limited liability company, or GTCR Xxxxxx Xxxxxx XX, L.L.C., a Delaware
limited liability company, that at any time acquires securities of the Company and executes a
counterpart of this Agreement or otherwise agrees to be bound by this Agreement (each, a “GTCR
Investor” and collectively, the “GTCR Investors”), (iv) Xxxxxx’x Xxxx/Ford Ltd., a
Texas limited partnership (“HGF” and, together with the other purchasers pursuant to the
Management Agreement (as defined below), the “HGF Investors”), (v) Xxxxxx X. Xxxx, J. Xxxxx
Staff, Xxxx X. Xxxx, Xxxxxx X. Xxxxxxx, and any other executive employee of the Company or its
Subsidiaries who, at any time, acquires securities of the Company in accordance with Section
8 hereof and executes a counterpart of this Agreement or otherwise agrees to be bound by this
Agreement (each, an “Executive” and collectively, the “Executives”), and (vi) each
of the other entities and individuals set forth from time to time on the attached “Schedule of
Holders” under the heading “Other Securityholders” who, at any time, acquires securities of the
Company in accordance with Section 8 hereof and executes a counterpart of this Agreement or
otherwise agrees to be bound by this Agreement (the “Other Securityholders”). Goldman, the
GTCR Investors and the HGF Investors are collectively referred to herein as the
“Investors.” The Investors, the Executives and the Other Securityholders are collectively
referred to herein as the “Securityholders.” Unless otherwise provided in this Agreement,
capitalized terms used herein shall have the meanings set forth in Section 9 hereof.
WHEREAS, the Company was a Subsidiary of Triad Holdings Inc., a Delaware corporation (
“THI”).
WHEREAS, on or prior to the date hereof, THI was liquidated and dissolved (the “THI
Liquidation”) and pursuant to such THI Liquidation, among other things, equity units of the
Company were distributed to the shareholders of THI. In order to induce the Investors to agree to
the THI Liquidation, the Company has agreed to provide the registration rights set forth in this
Agreement.
WHEREAS, the reorganization or conversion of the Company into a corporation (the “New
Corporation”) may occur prior to a Qualified IPO (the “Reorganization”), and following
any such Reorganization, the New Corporation shall succeed to all of the rights and obligations of
the Company under this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the respective agreements
hereinafter set forth and the mutual benefits to be derived herefrom, the parties hereto agree as
follows:
1. Demand Registrations.
(a) Requests for Registration. At any time after a Qualified IPO, the holders of a
majority of the Goldman Registrable Securities, the holders of a majority of the GTCR Registrable
Securities and the holders of a majority of the HGF Registrable Securities may each request
registration under the Securities Act of all or any portion of their Registrable Securities on Form
S-1 or any similar long-form registration (“Long-Form Registrations”), or on Form S-2 or
S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form
registration (“Short-Form Registrations”), if available. All registrations requested
pursuant to this Section 1(a) are referred to herein as “Demand Registrations.”
Each request for a Demand Registration shall specify the approximate number of Registrable
Securities requested to be registered and the anticipated per share or per unit price range for
such offering. Within ten days after receipt of any such request, the Company shall give written
notice of such requested registration to all other holders of Registrable Securities and shall
include in such registration all Registrable Securities with respect to which the Company has
received written requests for inclusion therein within 15 days after the receipt of the Company’s
notice.
(b) Investor Long-Form Registrations. The holders of a majority of the Goldman
Registrable Securities, the holders of a majority of the GTCR Registrable Securities and the
holders of a majority of the HGF Registrable Securities (each, an “Investor Majority”)
shall each be entitled to request three (3) Long-Form Registrations in which the Company shall pay
all Registration Expenses (as defined in Section 5). A registration shall not count as one
of the permitted Long-Form Registrations until it has become effective (unless such Long-Form
Registration has not become effective due solely to the fault of the holders requesting such
registration). All Long-Form Registrations shall be underwritten registrations.
(c) Investor Short-Form Registrations. In addition to the Long-Form Registrations
provided pursuant to Section 1(b), each Investor Majority shall be entitled to request an
unlimited number of Short-Form Registrations in which the Company shall pay all Registration
Expenses; provided that the aggregate offering value of the Registrable Securities requested to be
registered in any Short-Form Registration must equal at least $10.0 million. Demand Registrations
shall be Short-Form Registrations whenever the Company is permitted to use any applicable short
form. After the Company has become subject to the reporting requirements of the Securities
Exchange Act, the Company shall use its best efforts to make Short-Form Registrations on Form S-3
available for the sale of Registrable Securities. If the Company, pursuant to the request of an
Investor Majority, is qualified to and has filed with the Securities Exchange Commission a
registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the
Securities Act (the “Required Registration”), then the Company shall use its best efforts
to cause the Required Registration to be declared effective under the Securities Act as soon as
practicable after filing, and, once effective, the Company shall cause such Required Registration
to remain effective for a period ending on the earlier of (i) the date on which all Goldman
Registrable Securities, GTCR Registrable Securities or HGF Registrable Securities, as applicable
(depending on the Investor Majority requesting such Required
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Registration), have been sold pursuant to the Required Registration, or (ii) the date as of
which the holder(s) of such Investor Registrable Securities (assuming such holder(s) are affiliates
of the Company) are able to sell all of the Investor Registrable Securities then held by them
within a ninety-day period in compliance with Rule 144 under the Securities Act.
(d) Priority on Demand Registrations. The Company shall not include in any Demand
Registration any securities that are not Registrable Securities without the prior written consent
of the holders of a majority of the Investor Registrable Securities included in such registration.
If a Demand Registration is an underwritten offering and the managing underwriters advise the
Company in writing that, in their opinion, the number of Registrable Securities and, if permitted
hereunder, other securities requested to be included in such offering exceeds the number of
Registrable Securities and other securities, if any, that can be sold in an orderly manner in such
offering within a price range acceptable to the holders of a majority of the Investor Registrable
Securities to be included in such registration, then the Company shall include in such
registration, prior to the inclusion of any securities that are not Registrable Securities, the
number of Registrable Securities requested to be included that, in the opinion of such
underwriters, can be sold in an orderly manner within the price range of such offering, pro rata
among the respective holders thereof on the basis of the amount of Registrable Securities owned by
each such holder.
(e) Restrictions on Long-Form Registrations. The Company shall not be obligated to
effect any Long-Form Registration within 90 days after the effective date of a previous Long-Form
Registration or a previous registration in which the holders of Registrable Securities were given
piggyback rights pursuant to Section 2 and in which there was no reduction in the number of
Registrable Securities requested to be included. The Company may postpone for up to 90 days the
filing or the effectiveness of a registration statement for a Demand Registration if the Company
and the holders of a majority of the Investor Registrable Securities agree that such Demand
Registration would reasonably be expected to have a material adverse effect on any proposal or plan
by the Company or any of its Subsidiaries to acquire financing, engage in any acquisition of assets
or stock (other than in the ordinary course of business), or engage in any merger, consolidation,
tender offer, reorganization, or similar transaction or require the Company to disclose any
material nonpublic information which could reasonably be likely to be detrimental to the Company
and its Subsidiaries; provided that, in such event, the holders of Investor Registrable
Securities initially requesting such Demand Registration shall be entitled to withdraw such request
and the Company shall pay all Registration Expenses in connection with such registration. The
Company may delay a Demand Registration hereunder only once in any twelve-month period.
(f) Selection of Underwriters. The holders of a majority of the Investor Registrable
Securities included in any Demand Registration shall have the right to select the investment
banker(s) and manager(s) to administer the offering.
(g) Other Registration Rights. Except as provided in this Agreement, the Company
shall not grant to any Persons the right to request the Company to register any equity securities
of the Company, or any securities, options, or rights convertible or exchangeable into or
exercisable for such securities, without the prior written consent of the holders of a majority of
the Investor Registrable Securities.
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(h) Obligations of Holders of Registrable Securities. Subject to the Company’s
obligations under Section 4(e) hereof, each holder of Registrable Securities shall cease
using any prospectus after receipt of written notice from the Company of the happening of any event
as a result of which such prospectus contains an untrue statement of a material fact or omits any
fact necessary to make the statements therein not misleading in light of the circumstances under
which they were made.
2. Piggyback Registrations.
(a) Right to Piggyback. Whenever the Company proposes to register any of its equity
securities (including any proposed registration of the Company’s securities by any third party)
under the Securities Act (other than (i) pursuant to a Demand Registration, which is addressed by
Section 1, (ii) in connection with an initial public offering of the Company’s equity
securities, or (iii) in connection with registrations on Form X-0, X-0 or any successor or similar
forms) and the registration form to be used may be used for the registration of Registrable
Securities (a “Piggyback Registration”), the Company shall give prompt written notice (and
in any event within three business days after its receipt of notice of any exercise of demand
registration rights other than under this Agreement) to all holders of Registrable Securities of
its intention to effect such a registration and shall include in such registration all Registrable
Securities with respect to which the Company has received written requests for inclusion therein
within 20 days after the receipt of the Company’s notice.
(b) Piggyback Expenses. The Registration Expenses of the holders of Registrable
Securities shall be paid by the Company in all Piggyback Registrations.
(c) Priority on Primary Registrations. If a Piggyback Registration is an underwritten
primary registration on behalf of the Company, and the managing underwriters advise the Company in
writing that, in their opinion, the number of securities requested to be included in such
registration exceeds the number which can be sold in an orderly manner in such offering within a
price range acceptable to the Company, then the Company shall include in such registration (i)
first, the securities the Company proposes to sell, (ii) second, the Registrable Securities
requested to be included in such registration, pro rata among the holders of such Registrable
Securities on the basis of the number of shares or units owned by each such holder, and (iii)
third, the other securities requested to be included in such registration.
(d) Priority on Secondary Registrations. If a Piggyback Registration is an
underwritten secondary registration on behalf of holders of the Company’s securities other than
holders of Registrable Securities (it being understood that secondary registrations on behalf of
holders of Registrable Securities are addressed in Section 1 above rather than this
Section 2(d)), and the managing underwriters advise the Company in writing that, in their
opinion, the number of securities requested to be included in such registration exceeds the number
which can be sold in an orderly manner in such offering within a price range acceptable to the
holders of a majority of the Registrable Securities to be included in such registration, then the
Company shall include in such registration (i) first, the securities requested to be included
therein by the holders requesting such registration, (ii) second, the Registrable Securities
requested to be included in such registration, pro rata among the holders of such Registrable
Securities on the basis of the
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number of shares or units owned by each such holder, and (iii) third, the other securities
requested to be included in such registration.
(e) Selection of Underwriters. If any Piggyback Registration is an underwritten
offering, then the selection of investment banker(s) and manager(s) for the offering must be
approved by the holders of a majority of the Registrable Securities included in such Piggyback
Registration. Such approval shall not be unreasonably withheld.
(f) Other Registrations. If the Company has previously filed a registration statement
with respect to Registrable Securities pursuant to Section 1 or pursuant to this
Section 2, and if such previous registration has not been withdrawn or abandoned, then,
unless such previous registration is a Required Registration, the Company shall not file or cause
to be effected any other registration of any of its equity securities or securities convertible or
exchangeable into or exercisable for its equity securities under the Securities Act (except on Form
X-0, Xxxx X-0 or any successor forms), whether on its own behalf or at the request of any holder or
holders of such securities, until a period of at least 180 days has elapsed from the effective date
of such previous registration.
3. Holdback Agreements.
(a) Each holder of Registrable Securities agrees not to offer, sell, contract to sell, pledge
or otherwise dispose of, directly or indirectly, any equity securities of the Company, or any
securities convertible into or exchangeable or exercisable for such securities, enter into a
transaction which would have the same effect, or enter into any swap, hedge or other arrangement
that transfers, in whole or in part, any of the economic consequences of ownership of such
securities, whether any such aforementioned transaction is to be settled by delivery of such
securities or other securities, in cash or otherwise, or publicly disclose the intention to make
any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or
other arrangement, in each case during the seven days before and the 90-day period (but in the case
of the Company’s initial public offering, the 180-day period) beginning on the effective date of
any underwritten public offering of the Company’s equity securities (including Piggyback
Registrations) (or such longer or shorter period as may be requested in writing by the managing
underwriter and agreed to in writing by the Company (the “Market Standoff Period”)), except
as part of such underwritten registration if otherwise permitted. In addition, each holder of
Registrable Securities agrees to execute any further letters, agreements and/or other documents
requested by the Company or its underwriters which are consistent with the terms of this
Section 3(a). The Company may impose stop-transfer instructions with respect to securities
subject to the foregoing restrictions until the end of such Market Standoff Period.
(b) The Company (i) shall not effect any public sale or distribution of its equity securities,
or any securities, options, or rights convertible into or exchangeable or exercisable for such
securities, during the seven days prior to and during the 180-day period beginning on the effective
date of any underwritten Demand Registration or any underwritten Piggyback Registration (except as
part of such underwritten registration or pursuant to registrations on Form X-0, Xxxx X-0 or any
successor forms), unless the underwriters managing the registered public offering otherwise agree,
and (ii) to the extent not inconsistent with applicable law, shall cause each holder of its equity
securities, or any securities convertible into
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or exchangeable or exercisable for equity securities, purchased from the Company at any time
after the date of this Agreement (other than in a registered public offering) to agree not to
effect any public sale or distribution (including sales pursuant to Rule 144) of any such
securities during such period (except as part of such underwritten registration, if otherwise
permitted), unless the underwriters managing the registered public offering otherwise agree.
4. Registration Procedures. Whenever the holders of Registrable Securities have
requested that any Registrable Securities be registered pursuant to this Agreement, the Company
shall use its best efforts to effect the registration and the sale of such Registrable Securities
in accordance with the intended method of disposition thereof, and pursuant thereto the Company
shall as expeditiously as possible:
(a) prepare and, within 60 days after the end of the period within which requests for
registration may be given to the Company, file with the Securities and Exchange Commission a
registration statement with respect to such Registrable Securities and use its best efforts to
cause such registration statement to become effective (provided that, before filing a
registration statement or prospectus or any amendments or supplements thereto, the Company shall
furnish to the counsel selected by the holders of a majority of the Investor Registrable Securities
covered by such registration statement copies of all such documents proposed to be filed, which
documents shall be subject to the review and comment of such counsel);
(b) notify in writing each holder of Registrable Securities of the effectiveness of each
registration statement filed hereunder and prepare and file with the Securities and Exchange
Commission such amendments and supplements to such registration statement and the prospectus used
in connection therewith as may be necessary to keep such registration statement effective for a
period of not less than 180 days (or, if such registration statement relates to an underwritten
offering, such longer period as in the opinion of counsel for the underwriters a prospectus is
required by law to be delivered in connection with sales of Registrable Securities by an
underwriter or dealer) and comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set forth in such
registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such
registration statement, each amendment and supplement thereto, the prospectus included in such
registration statement (including each preliminary prospectus), and such other documents as such
seller may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other
securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and
all other acts and things which may be reasonably necessary or advisable to enable such seller of
Registrable Securities to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such seller of Registrable Securities (provided that the Company shall not be
required to (i) qualify generally to do business in any jurisdiction where it would not otherwise
be required to qualify but for this Section 4(d), (ii) subject itself to taxation in any
such jurisdiction, or (iii) consent to general service of process in any such jurisdiction);
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(e) promptly notify in writing each seller of such Registrable Securities, at any time when a
prospectus relating thereto is required to be delivered under the Securities Act, of the happening
of any event as a result of which the prospectus included in such registration statement contains
an untrue statement of a material fact or omits any fact necessary to make the statements therein
not misleading in light of the circumstances under which they were made, and, at the request of the
holders of a majority of the Registrable Securities covered by such registration statement, the
Company shall promptly prepare and furnish to each such seller a reasonable number of copies of a
supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of
such Registrable Securities, such prospectus shall not contain an untrue statement of a material
fact or omit to state any fact necessary to make the statements therein not misleading in light of
the circumstances under which they were made; provided however that the Company may
postpone the preparation and delivery of such a supplement or amendment to such prospectus for up
to 90 days if the Company determines that delivery of such a supplement or amendment would
reasonably be expected to have a material adverse effect on any proposal or plan by the Company or
any of its Subsidiaries to acquire financing, engage in any acquisition of assets or stock (other
than in the ordinary course of business), or engage in any merger, consolidation, tender offer,
reorganization, or similar transaction or require the Company to disclose any material nonpublic
information which could reasonably be likely to be detrimental to the Company and its Subsidiaries;
provided further that, in such event, the Company shall notify the holders of
Registrable Securities covered by such prospectus of such delay and such holders shall cease using
such prospectus and shall not make any sales thereunder during such period; provided
further that the Company may postpone the preparation and delivery of such a supplement or
amendment under this Section 4(e) only once in any twelve-month period;
(f) cause all such Registrable Securities to be listed on each securities exchange on which
similar securities issued by the Company are then listed and, if not so listed, to be listed on the
NASD automated quotation system and, if listed on the NASD automated quotation system, use its best
efforts to secure designation of all such Registrable Securities covered by such registration
statement as a NASDAQ “national market system security” within the meaning of Rule 11Aa2-1 of the
Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such
Registrable Securities;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than
the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements in customary form)
and take all such other actions as the holders of a majority of the Registrable Securities being
sold or the underwriters, if any, reasonably request in order to expedite or facilitate the
disposition of Registrable Securities (including effecting a stock split or a combination of
stock);
(i) make available for inspection by any underwriter participating in any disposition pursuant
to such registration statement, and any attorney, accountant, or other agent retained by any such
underwriter, all financial and other records, pertinent corporate documents and properties of the
Company, and cause the Company’s officers, directors, employees, and independent accountants to
supply all information reasonably requested by any such underwriter,
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attorney, accountant, or agent in connection with such registration statement and assist and,
at the request of any participating underwriter, use reasonable best efforts to cause such officers
or directors to participate in presentations to prospective purchasers;
(j) otherwise use its best efforts to comply with all applicable rules and regulations of the
Securities and Exchange Commission, and make available to its security holders, as soon as
reasonably practicable, an earnings statement covering the period of at least twelve months
beginning with the first day of the Company’s first full calendar quarter after the effective date
of the registration statement, which earnings statement shall satisfy the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder;
(k) in the event of the issuance of any stop order suspending the effectiveness of a
registration statement, or of any order suspending or preventing the use of any related prospectus
or suspending the qualification of any equity securities included in such registration statement
for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the
withdrawal of such order;
(l) use its best efforts to cause such Registrable Securities covered by such registration
statement to be registered with or approved by such other governmental agencies or authorities as
may be necessary to enable the sellers thereof to consummate the disposition of such Registrable
Securities;
(m) obtain one or more cold comfort letters, dated the effective date of such registration
statement (and, if such registration includes an underwritten public offering, dated the date of
the closing under the underwriting agreement), from the Company’s independent public accountants in
customary form and covering such matters of the type customarily covered by cold comfort letters as
the holders of a majority of the Registrable Securities being sold in such registered offering
reasonably request (provided that such Registrable Securities constitute at least 10% of the
securities covered by such registration statement); and
(n) provide a legal opinion of the Company’s outside counsel, dated the effective date of such
registration statement (or, if such registration includes an underwritten public offering, dated
the date of the closing under the underwriting agreement), with respect to the registration
statement, each amendment and supplement thereto, the prospectus included therein (including the
preliminary prospectus) and such other documents relating thereto in customary form and covering
such matters of the type customarily covered by legal opinions of such nature.
5. Registration Expenses.
(a) Subject to Section 5(b) below, all expenses incident to the Company’s performance
of or compliance with this Agreement, including all registration and filing fees, fees and expenses
of compliance with securities or blue sky laws, printing expenses, travel expenses, filing
expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and
disbursements of counsel for the Company, and fees and disbursements of all independent certified
public accountants, underwriters including, if necessary, a “qualified independent underwriter”
within the meaning of the rules of the National Association of Securities Dealers,
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Inc. (in each case, excluding discounts and commissions), and other Persons retained by the
Company or by holders of Investor Registrable Securities or their affiliates on behalf of the
Company (all such expenses being herein called “Registration Expenses”), shall be borne as
provided in this Agreement, except that the Company shall, in any event, pay its internal expenses
(including all salaries and expenses of its officers and employees performing legal or accounting
duties), the expense of any annual audit or quarterly review, the expense of any liability
insurance, and the expenses and fees for listing the securities to be registered on each securities
exchange on which similar securities issued by the Company are then listed or on the NASD automated
quotation system (or any successor or similar system).
(b) In connection with each Demand Registration and each Piggyback Registration, the Company
shall reimburse the holders of Registrable Securities included in such registration for the
reasonable fees and disbursements of one counsel chosen by the holders of a majority of the
Investor Registrable Securities included in such registration.
(c) To the extent Registration Expenses are not required to be paid by the Company, each
holder of securities included in any registration hereunder shall pay those Registration Expenses
allocable to the registration of such holder’s securities so included, and any Registration
Expenses not so allocable shall be borne by all sellers of securities included in such registration
in proportion to the aggregate selling price of the securities to be so registered.
6. Indemnification.
(a) The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law,
each holder of Registrable Securities, its officers, directors, agents, and employees, and each
Person who controls such holder (within the meaning of the Securities Act) against all losses,
claims, damages, liabilities, and expenses (or actions or proceedings, whether commenced or
threatened, in respect thereof), whether joint and several or several, together with reasonable
costs and expenses (including reasonable attorney’s fees) to which any such indemnified party may
become subject under the Securities Act or otherwise (collectively, “Losses”) caused by,
resulting from, arising out of, based upon, or relating to (i) any untrue or alleged untrue
statement of material fact contained in (A) any registration statement, prospectus or preliminary
prospectus, or any amendment thereof or supplement thereto or (B) any application or other document
or communication (in this Section 6, collectively called an “application”) executed
by or on behalf of the Company or based upon written information furnished by or on behalf of the
Company filed in any jurisdiction in order to qualify any securities covered by such registration
under the “blue sky” or securities laws thereof or (ii) any omission or alleged omission of
a material fact required to be stated therein or necessary to make the statements therein not
misleading, and the Company will reimburse such holder and each such director, officer, and
controlling Person for any legal or any other expenses incurred by them in connection with
investigating or defending any such Losses; provided that the Company shall not be liable
in any such case to the extent that any such Losses result from, arise out of, are based upon, or
relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in
such registration statement, any such prospectus, or preliminary prospectus or any amendment or
supplement thereto, or in any application, in reliance upon, and in conformity with, written
information prepared and furnished in writing to the Company by such holder about such holder
expressly for use therein or by such holder’s failure to deliver a copy of the
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registration statement or prospectus or any amendments or supplements thereto after the
Company has furnished such holder with a sufficient number of copies of the same. In connection
with an underwritten offering, the Company shall indemnify such underwriters, their officers and
directors, and each Person who controls such underwriters (within the meaning of the Securities
Act) to the same extent as provided above with respect to the indemnification of the holders of
Registrable Securities.
(b) In connection with any registration statement in which a holder of Registrable Securities
is participating, each such holder will furnish to the Company in writing such information and
affidavits as the Company reasonably requests for use in connection with any such registration
statement or prospectus and, to the fullest extent permitted by law, shall indemnify and hold
harmless the other holders of Registrable Securities and the Company, and their respective
officers, directors, agents, and employees, and each other Person who controls the Company (within
the meaning of the Securities Act) against any Losses caused by, resulting from, arising out of,
based upon, or relating to (i) any untrue or alleged untrue statement of material fact contained in
the registration statement, prospectus or preliminary prospectus, or any amendment thereof or
supplement thereto or in any application, or (ii) any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, but
only to the extent that such untrue statement or omission is made in such registration statement,
any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any
application in reliance upon and in conformity with written information prepared and furnished to
the Company by such holder expressly for use therein, and such holder will reimburse the Company
and each such other indemnified party for any legal or any other expenses incurred by them in
connection with investigating or defending any such Losses; provided that the obligation to
indemnify will be individual, not joint and several, for each holder and shall be limited to the
net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to
such registration statement.
(c) Any Person entitled to indemnification hereunder will (i) give prompt written notice to
the indemnifying party of any claim with respect to which it seeks indemnification (provided that
the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder
to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such
indemnified party’s reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume
the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such
defense is assumed, then the indemnifying party will not be subject to any liability for any
settlement made by the indemnified party without its consent (but such consent will not be
unreasonably withheld). The indemnified party shall have the right to employ separate counsel in
any such action and to participate in the defense thereof, but the fees and disbursements of such
counsel shall be at the expense of the indemnified party unless employment of such counsel has been
specifically authorized by the indemnifying party in writing. The indemnifying party shall pay the
fees and expenses of one separate counsel (plus local counsel if appropriate) for the indemnified
party and any other indemnified persons if the named parties to any such action (including any
impleaded parties) include the indemnifying party (or any of the directors of the indemnifying
party) and the indemnified party and (x) in the good faith judgment of the indemnified party the
use of joint counsel would present such counsel with an actual or potential conflict of interest,
(y) the indemnified party shall have been advised
-10-
by counsel that there may be one or more legal defenses available to it which are different
from or additional to those available to the indemnifying party (or its managers or directors) or
(z) the indemnifying party failed to assume the defense thereof.
(d) The indemnification provided for under this Agreement shall be in addition to any other
rights to indemnification or contribution which any indemnified party may have pursuant to law or
contract, and will remain in full force and effect regardless of any investigation made or omitted
by or on behalf of the indemnified party or any officer, director, or controlling Person of such
indemnified party and shall survive the transfer of securities.
(e) If the indemnification provided for in this Section 6 is unavailable to or is
insufficient to hold harmless an indemnified party under the provisions above in respect to any
Losses referred to therein, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such Losses (i) in such proportion as is
appropriate to reflect the relative fault of the Company on the one hand and the sellers of
Registrable Securities and any other sellers participating in the registration statement on the
other hand or (ii) if the allocation provided by clause (i) above is not permitted by applicable
law, then in such proportion as is appropriate to reflect not only the relative fault referred to
in clause (i) above but also the relative benefit of the Company on the one hand and of the sellers
of Registrable Securities and any other sellers participating in the registration statement on the
other in connection with the statement or omissions which resulted in such Losses, as well as any
other relevant equitable considerations. The relative benefits received by the Company on the one
hand and the sellers of Registrable Securities and any other sellers participating in the
registration statement on the other shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) to the Company bear to the total net
proceeds from the offering (before deducting expenses) to the sellers of Registrable Securities and
any other sellers participating in the registration statement. The relative fault of the Company
on the one hand and of the sellers of Registrable Securities and any other sellers participating in
the registration statement on the other shall be determined by reference to, among other things,
whether the untrue statement or alleged omission to state a material fact relates to information
supplied by the Company or by the sellers of Registrable Securities or other sellers participating
in the registration statement and the parties’ relative intent, knowledge, access to information,
and opportunity to correct or prevent such statement or omission.
(f) The Company and the sellers of Registrable Securities agree that it would not be just and
equitable if contribution pursuant to this Section 6 were determined by pro rata allocation
(even if the sellers of Registrable Securities were treated as one entity for such purpose) or by
any other method of allocation which does not take account of the equitable considerations referred
to in Section 6(e) above. The amount paid or payable by an indemnified party as a result
of the Losses referred to in Section 6(e) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6, no seller of Registrable Securities shall be required to
contribute pursuant to this Section 6 any amount in excess of the sum of (i) any amounts
paid pursuant to Section 6(b) above and (ii) the net proceeds received by such seller from
the sale of Registrable Securities covered by the registration statement filed pursuant hereto. No
Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
-11-
the Securities Act) shall be entitled to contribution from any Person who was not guilty of
such fraudulent misrepresentation.
7. Participation in Underwritten Registrations.
(a) No Person may participate in any underwritten registration hereunder unless such Person
(i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements
approved by the Person or Persons entitled hereunder to approve such arrangements (including
pursuant to the terms of any over-allotment or “green shoe” option requested by the
managing underwriter(s), provided that no holder of Registrable Securities will be required
to sell more than the number of Registrable Securities that such holder has requested the Company
to include in any registration) and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements, and other documents reasonably required under the
terms of such underwriting arrangements; provided that no holder of Registrable Securities
included in any underwritten registration shall be required to make any representations or
warranties to the Company or the underwriters (other than representations and warranties regarding
such holder and such holder’s intended method of distribution) or to undertake any indemnification
obligations to the Company or the underwriters with respect thereto, except as otherwise provided
in Section 6 hereof.
(b) Each Person that is participating in any registration hereunder agrees that, upon receipt
of any notice from the Company of the happening of any event of the kind described in Section
4(e) above, such Person will immediately discontinue the disposition of its Registrable
Securities pursuant to the registration statement until such Person’s receipt of the copies of a
supplemented or amended prospectus as contemplated by Section 4(e). In the event the
Company shall give any such notice, the applicable time period mentioned in Section 4(b)
during which a Registration Statement is to remain effective shall be extended by the number of
days during the period from and including the date of the giving of such notice pursuant to this
Section 7(b) to and including the date when each seller of a Registrable Security covered
by such registration statement shall have received the copies of the supplemented or amended
prospectus contemplated by Section 4(e).
8. Additional Securityholders. In connection with the issuance of any additional
equity securities of the Company, the Company, only with the consent of the holders of a majority
of the Investor Registrable Securities, may permit such Person to become a party to this Agreement
and receive all of the rights and obligations of a holder of any particular category of Registrable
Securities under this Agreement by obtaining an executed counterpart signature page to this
Agreement, and, upon such execution, such Person shall for all purposes be a holder of such
category of Registrable Securities and party to this Agreement.
9. Definitions. Unless otherwise stated, other capitalized terms contained in this
Agreement and not defined herein shall have the meanings set forth in the Company LLC Agreement.
“Common Stock” means, collectively, (i) following the organization of a corporation
and reorganization or recapitalization of the Company into a corporation, the common equity
securities of the Company and any other class or series of authorized capital
-12-
stock of the Company that is not limited to a fixed sum or percentage of par or stated value
in respect of the rights of the holders thereof to participate in dividends or in the distribution
of assets upon any liquidation, dissolution or winding up of the Company, and (ii) any common
stock of a Subsidiary of the Company distributed by the Company to its unitholders or shareholders,
as applicable.
“Common Unit” means a unit of the Company representing a fractional part of the
interest of a Unitholder in Profits, Losses and Distributions (each as defined in the Company LLC
Agreement) and having the rights and obligations specified with respect to the Common Units in the
Company LLC Agreement.
“Company” has the meaning set forth in the preamble and shall include the New
Corporation following the Reorganization.
“Company LLC Agreement” means the limited liability company agreement of the Company,
dated as of December 29, 2008, by and among the Company and the Unitholders.
“Executive Registrable Securities” means (i) any Common Units or Common Stock, as
applicable, held as of the date hereof, or acquired hereafter through the exercise of employee
stock options, by the executive employees of the Company and its Subsidiaries who are or become
parties to this Agreement, and (ii) any Common Stock issued or issuable with respect to the
securities referred to in clause (i) above by way of a Reorganization.
“Goldman Registrable Securities” means, (i) any Common Unit issued or distributed to
Goldman pursuant to the THI Liquidation, (ii) any Common Unit or Common Stock issued or issuable
with respect to the securities referred to in clause (i) above by way of dividend,
distribution, split or combination of securities, or any recapitalization, merger, consolidation or
other reorganization, and (iii) any other Common Unit or Common Stock held by Persons holding
securities described in clauses (i) or (ii) above.
“GTCR Registrable Securities” means, (i) any Common Unit issued or distributed to GTCR
pursuant to the THI Liquidation, (ii) any Common Unit or Common Stock issued or issuable with
respect to the securities referred to in clause (i) above by way of dividend, distribution,
split or combination of securities, or any recapitalization, merger, consolidation or other
reorganization, and (iii) any other Common Unit or Common Stock held by Persons holding securities
described in clauses (i) or (ii) above.
“HGF Registrable Securities” (i) any Common Unit issued or distributed to HGF pursuant
to the THI Liquidation or the Management Agreement, (ii) any Common Unit or Common Stock issued or
issuable with respect to the securities referred to in clause (i) above by way of dividend,
distribution, split or combination of securities, or any recapitalization, merger, consolidation or
other reorganization, and (iii) any other Common Unit or Common Stock held by Persons holding
securities described in clauses (i) or (ii) above.
“Investor Registrable Securities” means the Goldman Registrable Securities, the GTCR
Registrable Securities and the HGF Registrable Securities, collectively.
-13-
“Management Agreement” means the Management Agreement, dated as of April 29, 2005, as
amended and modified pursuant to amendment and joinder thereto, dated as of the date hereof, by
and among Triad Holdings, LLC, Triad Holdings Inc., the Company, HGF and others, from time to time
in accordance with its terms.
“New Corporation” has the meaning set forth in the recitals.
“Other Registrable Securities” (i) any Common Units or Common Stock, as applicable,
held as of the date hereof, or acquired hereafter by the Other Stockholders and (ii) common equity
securities of the Company or a Subsidiary issued or issuable with respect to the securities
referred to in clause (i) above by way of dividend, distribution, split or combination of
securities, or any recapitalization, merger, consolidation or other reorganization.
“Person” means an individual, a partnership, a limited liability company, a
corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated
organization, an investment fund, any other business entity and a governmental entity or any
department, agency or political subdivision thereof.
“Qualified IPO” means an underwritten initial public offering of the common stock of
the Company with gross proceeds of at least $50.0 million in a firm commitment underwriting.
“Registrable Securities” means the Investor Registrable Securities, the Executive
Registrable Securities and the Other Registrable Securities. As to any particular Registrable
Securities, such securities shall cease to be Registrable Securities when they (i) have been
distributed to the public pursuant to an offering registered under the Securities Act or sold to
the public through a broker, dealer, or market maker in compliance with Rule 144 under the
Securities Act (or any similar rule then in force), (ii) unless the respective Securityholder
otherwise elects, have been distributed to the partners of any of the Securityholder, (iii) have
been effectively registered under a registration statement including, without limitation, a
registration statement on Form S-8 (or any successor form), or (iv) have been repurchased by the
Company. In addition, all Registrable Securities held by any Person shall cease to be Registrable
Securities (provided that, for purposes of this provision, all Investors and all Registrable
Securities held by such Investors shall be treated as Registrable Securities held by a single
Person) when all such Registrable Securities become eligible to be sold to the public through a
broker, dealer, or market maker pursuant to Rule 144 (or any similar provision then in force)
during a single 90-day period. For purposes of this Agreement, a Person shall be deemed to be a
holder of Registrable Securities whenever such Person has the right to acquire such Registrable
Securities (upon conversion or exercise in connection with a transfer of securities or otherwise,
but disregarding any restrictions or limitations upon the exercise of such right), whether or not
such acquisition has actually been effected.
“Reorganization” has the meaning set forth in the recitals to this Agreement.
“Securities Act” means the Securities Act of 1933, as amended, or any successor
federal law then in force, together with all rules and regulations promulgated thereunder.
-14-
“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, or
any successor federal law then in force, together with all rules and regulations promulgated
thereunder.
“Subsidiary” means, with respect to any Person, any corporation, limited liability
company, partnership, association, or business entity of which (i) if a corporation, a majority of
the total voting power of shares of stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers, or trustees thereof is at the time
owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company,
partnership, association, or other business entity (other than a corporation), a majority of
partnership or other similar ownership interest thereof is at the time owned or controlled,
directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination
thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership
interest in a limited liability company, partnership, association, or other business entity (other
than a corporation) if such Person or Persons shall be allocated a majority of limited liability
company, partnership, association, or other business entity gains or losses or shall be or control
any managing director or general partner of such limited liability company, partnership,
association, or other business entity. For purposes hereof, references to a “Subsidiary”
of any Person shall be given effect only at such times that such Person has one or more
Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary
of the Company.
“Unitholder” means any owner of one or more Units as reflected on the Company’s books
and records.
10. Miscellaneous.
(a) No Inconsistent Agreements. Neither the Company nor any Subsidiary of the Company
shall hereafter enter into any agreement with respect to its securities that is inconsistent with
or violates the rights granted to the holders of Registrable Securities in this Agreement.
(b) Adjustments Affecting Registrable Securities. The Company shall not take any
action, or permit any change to occur, with respect to its securities that would adversely affect
the ability of the holders of Registrable Securities to include such Registrable Securities in a
registration undertaken pursuant to this Agreement or that would adversely affect the marketability
of such Registrable Securities in any such registration (including effecting a unit split or a
combination of units).
(c) Remedies. Any Person having rights under any provision of this Agreement shall be
entitled to enforce such rights specifically, to recover damages caused by reason of any breach of
any provision of this Agreement and to exercise all other rights granted by law. The parties
hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the
provisions of this Agreement and that any party may in its sole discretion apply to any court of
law or equity of competent jurisdiction (without posting any bond or other security) for specific
performance and for other injunctive relief in order to enforce or prevent violation of the
provisions of this Agreement. Nothing contained in this Agreement
-15-
shall be construed to confer upon any Person who is not a signatory hereto any rights or
benefits, whether as a third-party beneficiary or otherwise.
(d) Amendments and Waivers. Except as otherwise provided herein, no modification,
amendment, or waiver of any provision of this Agreement shall be effective against the Company or
the holders of Registrable Securities unless such modification, amendment, or waiver is approved in
writing by the holders of a majority of the Goldman Registrable Securities, the holders of a
majority of the GTCR Registrable Securities, the holders of a majority of the HGF Registrable
Securities and the Company; provided that no such amendment or modification that would
materially and adversely affect holders of one class or group of Registrable Securities in a manner
different than holders of the Investor Registrable Securities (other than amendments and
modifications required to implement the provisions of Section 8) shall be effective against
the holders of such class or group of Registrable Securities without the prior written consent of
holders of at least a majority of Registrable Securities of such class or group materially and
adversely affected thereby. No failure by any party to insist upon the strict performance of any
covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy
consequent upon a breach thereof shall constitute a waiver of any such breach or any other
covenant, duty, agreement, or condition.
(e) Successors and Assigns. All covenants and agreements in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto whether so expressed or not. In addition, whether or
not any express assignment has been made, the provisions of this Agreement which are for the
benefit of purchasers or holders of Registrable Securities are also for the benefit of, and
enforceable by, any subsequent holder of Registrable Securities. Notwithstanding the foregoing, in
order to obtain the benefit of this Agreement, any subsequent holder of Registrable Securities
must execute a counterpart to this Agreement, thereby agreeing to be bound by the terms hereof, and
such transfer must not violate the requirements of any other agreement(s) to which the transferor
or the applicable Registrable Securities are bound.
(f) Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will
not affect any other provision or any other jurisdiction, but this Agreement will be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision
had never been contained herein.
(g) Counterparts. This Agreement may be executed simultaneously in two or more
counterparts (including by means of facsimile), any one of which need not contain the signatures of
more than one party, but all such counterparts taken together shall constitute one and the same
Agreement.
(h) Descriptive Headings; Interpretation. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a substantive part of this Agreement.
Whenever required by the context, any pronoun used in this Agreement shall include the
corresponding masculine, feminine, or neuter forms, and the singular form of nouns,
-16-
pronouns, and verbs shall include the plural and vice versa. The use of the word
“including” in this Agreement shall be, in each case, by way of example and without
limitation. The use of the words “or,” “either,” and “any” shall not be
exclusive. Reference to any agreement, document, or instrument means such agreement, document, or
instrument as amended or otherwise modified from time to time in accordance with the terms thereof,
and, if applicable, hereof.
(i) Governing Law. The Delaware Limited Liability Company Act shall govern all issues
and questions concerning the relative rights of the Company and its Unitholders. In addition, if
applicable, the Delaware General Corporation Law shall govern all issues and questions concerning
the relative rights of the New Corporation and its stockholders. All other issues and questions
concerning the construction, validity, interpretation, and enforcement of this Agreement and the
exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of
the State of New York, without giving effect to any choice of law or conflict of law rules or
provisions (whether of the State of New York or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of New York.
(j) MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX
TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE
PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE
PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,
SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO,
WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR
INCIDENTAL TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(k) Notices. All notices, demands, or other communications to be given or delivered
under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to
have been given when delivered personally to the recipient, sent to the recipient by reputable
overnight courier service (charges prepaid), mailed to the recipient by certified or registered
mail, return receipt requested and postage prepaid or telecopied to the recipient (with hard copy
sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if
telecopied before 5:00 p.m. Chicago, Illinois time on a business day, and otherwise on the next
business day. Such notices, demands, and other communications shall be sent to each Investor, each
Executive, and each Other Securityholder at the addresses indicated on the Schedule of Holders and
to the Company at the address of its corporate headquarters or to such other address or to the
attention of such other Person as the recipient party has specified by prior written notice to the
sending party.
(l) No Strict Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly by the parties
hereto,
-17-
and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue
of the authorship of any of the provisions of this Agreement.
*****
-18-
IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.
| TRIAD FINANCIAL HOLDINGS LLC |
||||
| By: | /s/ Xxxxxx X. Xxxx | |||
| Name: | Xxxxxx X. Xxxx | |||
| Its: Chief Executive Officer | ||||
| GSCP 2000 TRIAD HOLDING, L.P. |
||||
| By: | GS Capital Partners 2000, L.P. | |||
| Its: | General Partner |
|||
| By: | GS Capital Advisors 2000, L.L.C. | |||
| Its: | General Partner |
|||
| By: | /s/ Xxxxxxxxx Xxxxxxxxxx | |||
| Name: | Xxxxxxxxx Xxxxxxxxxx | |||
| Its: Vice President | ||||
| GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P. |
||||
| By: | GS Employee Funds 2000 GP, L.L.C. | |||
| Its: | General Partner |
|||
| By: | /s/ Xxxxxxxxx Xxxxxxxxxx | |||
| Name: | Xxxxxxxxx Xxxxxxxxxx | |||
| Its: Vice President | ||||
| GSCP 2000 OFFSHORE TRIAD HOLDING, L.P. |
||||
| By: | GS Capital Partners 2000 Offshore, L.P. | |||
| Its: | General Partner |
|||
| By: | GS Capital Advisors 2000, L.L.C. | |||
| Its: | General Partner |
|||
| By: | /s/ Xxxxxxxxx Xxxxxxxxxx | |||
| Name: | Xxxxxxxxx Xxxxxxxxxx | |||
| Its: Vice President | ||||
| XXXXXXX XXXXX DIRECT INVESTMENT FUND 2000, L.P. |
||||
| By: | GS Employee Funds 2000 GP, L.L.C. | |||
| Its: | General Partner |
|||
| By: | /s/ Xxxxxxxxx Xxxxxxxxxx | |||
| Name: | Xxxxxxxxx Xxxxxxxxxx | |||
| Its: Vice President | ||||
| GSCP 2000 GmbH TRIAD HOLDING, L.P. |
||||
| By: | GSCP 2000 GmbH Triad Holding I | |||
| Its: | General Partner |
|||
| By: | /s/ Xxxxxxxxx Xxxxxxxxxx | |||
| Name: | Xxxxxxxxx Xxxxxxxxxx | |||
| Its: Vice President | ||||
| MTGLQ INVESTORS, L.P. |
||||
| By: | MLQ L.L.C. | |||
| Its: | General Partner |
|||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Its: Xxxxx X. Xxxxx | ||||
| GS CAPITAL PARTNERS 2000, L.P. |
||||
| By: | GS Capital Advisors 2000, L.L.C. | |||
| Its: | General Partner |
|||
| By: | /s/ Xxxxxxxxx Xxxxxxxxxx | |||
| Name: | Xxxxxxxxx Xxxxxxxxxx | |||
| Its: Vice President | ||||
| GTCR FUND VIII, L.P. |
||||
| By: | GTCR Partners VIII, L.P. | |||
| Its: | General Partner |
|||
| By: | GTCR Xxxxxx Xxxxxx XX, L.L.C. | |||
| Its: | General Partner |
|||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Its: Principal | ||||
| FUND VIII/B TRIAD SPLITTER, L.P. |
||||
| By: | GTCR Partners VIII, L.P. | |||
| Its: | General Partner |
|||
| By: | GTCR Xxxxxx Xxxxxx XX, L.L.C. | |||
| Its: | General Partner |
|||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Its: Principal | ||||
| GTCR CO-INVEST II, L.P. |
||||
| By: | GTCR Xxxxxx Xxxxxx XX, L.L.C. | |||
| Its: | General Partner |
|||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Its: Principal | ||||
| XXXXXX’X XXXX/FORD LTD. |
||||
| By: | Ford Diamond Corporation | |||
| Its: | General Partner |
|||
| By: | /s/ Xxxxxx X. Xxxx | |||
| Name: | Xxxxxx X. Xxxx | |||
| Its: President | ||||
| /s/ Xxxxxx X. Xxxx | ||||
| Xxxxxx X. Xxxx | ||||
| /s/ J. Xxxxx Staff | ||||
| J. Xxxxx Staff | ||||
| /s/ Xxxx X. Xxxx | ||||
| Xxxx X. Xxxx | ||||
| /s/ Xxxxxx X. Xxxxxxx | ||||
| Xxxxxx X. Xxxxxxx | ||||
SCHEDULE OF HOLDERS
Investors
GS Capital Partners 2000, L.P.
c/o Goldman, Xxxxx & Co.
85 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Xttention: Xxxx Xxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
c/o Goldman, Xxxxx & Co.
85 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Xttention: Xxxx Xxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
GSCP 2000 Xxxxx Xxxxxxx, X.X.
x/x Xxxxxxx, Xxxxx & Co.
85 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Xttention: Xxxx Xxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
x/x Xxxxxxx, Xxxxx & Co.
85 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Xttention: Xxxx Xxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
GS Capital Partners 2000 Employee Fund, L.P.
c/o Goldman, Xxxxx & Co.
85 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Xttention: Xxxx Xxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
c/o Goldman, Xxxxx & Co.
85 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Xttention: Xxxx Xxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
GSCP 2000 Xxxxxxxx Xxxxx Xolding, L.P.
c/o Goldman, Xxxxx & Co.
85 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Xttention: Xxxx Xxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
c/o Goldman, Xxxxx & Co.
85 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Xttention: Xxxx Xxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
Xxxxxxx Xxxxx Direct Investment Fund 2000, L.P.
c/o Goldman, Sachs & Co.
85 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Xttention: Xxxx Xxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
c/o Goldman, Sachs & Co.
85 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Xttention: Xxxx Xxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
GSXX 0000 XxxX Xxxxx Xolding, L.P.
c/o Goldman, Sachs & Co.
85 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Xttention: Xxxx Xxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
c/o Goldman, Sachs & Co.
85 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Xttention: Xxxx Xxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
MTGLQ Investors, L.P.
c/o Goldman, Sachs & Co.
85 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Xttention: Xxxxx Xxxxx
Tel: 000-000-0000
Fax: 000-000-0000
c/o Goldman, Sachs & Co.
85 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Xttention: Xxxxx Xxxxx
Tel: 000-000-0000
Fax: 000-000-0000
GTCR Fund VIII, L.P.
c/o GTCR Xxxxxx Xxxxxx, L.L.C.
6100 Xxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Xttention: Xxxxx Xxxxxxx
c/o GTCR Xxxxxx Xxxxxx, L.L.C.
6100 Xxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Xttention: Xxxxx Xxxxxxx
Fund VIII/B Triad Splitter, L.P.
c/o GTCR Xxxxxx Xxxxxx, L.L.C.
6100 Xxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Xttention: Xxxxx Xxxxxxx
c/o GTCR Xxxxxx Xxxxxx, L.L.C.
6100 Xxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Xttention: Xxxxx Xxxxxxx
GTCR Co-Invest II, L.P.
c/o GTCR Xxxxxx Xxxxxx, L.L.C.
6100 Xxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Xttention: Xxxxx Xxxxxxx
c/o GTCR Xxxxxx Xxxxxx, L.L.C.
6100 Xxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Xttention: Xxxxx Xxxxxxx
Xxxxxx’x Xxxx/Ford Ltd.
200 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Xttention: Xxxxxx X. Xxxx
200 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Xttention: Xxxxxx X. Xxxx
Executives
Xxxxxx X. Xxxx
c/o Xxxxxx’x Xxxx/Ford Ltd.
200 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, XX 00000
c/o Xxxxxx’x Xxxx/Ford Ltd.
200 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, XX 00000
J. Xxxxx Staff
c/o Xxxxxx’x Xxxx/Ford Ltd.
200 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, XX 00000
c/o Xxxxxx’x Xxxx/Ford Ltd.
200 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Xxxx X. Xxxx
c/o Xxxxxx’x Xxxx/Ford Ltd.
200 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, XX 00000
c/o Xxxxxx’x Xxxx/Ford Ltd.
200 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Xxxxxx X. Xxxxxxx
c/o Flexpoint Partners, LLC
670 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
c/o Flexpoint Partners, LLC
670 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Other Securityholders
None
