13 1/4% SENIOR SECURED NOTES DUE 2015Indenture • February 14th, 2011 • TitleMax of Virginia, Inc. • New York
INDENTURE dated as of June 21, 2010, among TMX Finance LLC, a Delaware limited liability company and formerly known as TitleMax Holdings, LLC (the “Company”), TitleMax Finance Corporation, a Delaware corporation (together with the Company, the “Issuers”), each of the Guarantors (as defined herein) from time to time party hereto and Wells Fargo Bank, National Association, as trustee and collateral agent.
TITLEMAX HOLDINGS, LLC TITLEMAX FINANCE CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2011 • TitleMax of Virginia, Inc. • New York
TitleMax Holdings, LLC, a Delaware limited liability company (the “Company”), and TitleMax Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together with the Company, collectively, the “Issuers” and each, an “Issuer”) are issuing and selling to Jefferies & Company, Inc. (“Jefferies”) and each of the other Initial Purchasers listed on Schedule I hereto (together with Jefferies, the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated June 16, 2010 (the “Purchase Agreement”), by and among the Issuers, the Initial Purchasers and the subsidiary guarantors named therein (the “Guarantors”), $250,000,000 aggregate principal amount of 13.250% Senior Secured Notes due 2015 issued by the Issuers (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Issuers and the Guarantors agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (in
AMENDED AND RESTATED AIRCRAFT REIMBURSEMENT AGREEMENTAircraft Reimbursement Agreement • February 14th, 2011 • TitleMax of Virginia, Inc.
THIS Amended and Restated Aircraft Reimbursement Agreement (this “Agreement”) is made as of the 1st day of October 2010 between TitleMax of Georgia, Inc., a Georgia corporation (“TitleMax”) TitleMax Aviation, Inc., a Delaware corporation (“Aviation”), and TMXA, LLC (“TMXA”), a Delaware limited liability company.
AMENDED AND RESTATED OPERATING AGREEMENT OF TMX FINANCE LLC, FORMERLY TITLEMAX HOLDINGS, LLCOperating Agreement • February 14th, 2011 • TitleMax of Virginia, Inc.
Except as otherwise specifically set forth herein, the Company shall be governed by the provisions of the Act and any successor statute, and any capitalized term not defined herein shall have the meaning ascribed to it in the Act.
AIRCRAFT REIMBURSEMENT AGREEMENTAircraft Reimbursement Agreement • February 14th, 2011 • TitleMax of Virginia, Inc.
THIS Aircraft Reimbursement Agreement (this “Agreement”) is made as of the 1st day of January 2011 between TitleMax of Georgia, Inc., a Georgia corporation (“TitleMax”), and Title Max Aviation, Inc., a Delaware corporation (“Aviation”).
OPERATING AGREEMENT OF EQUITYAUTO LOAN, LLCOperating Agreement • February 14th, 2011 • TitleMax of Virginia, Inc.
The Company shall issue certificates to its Members to evidence their membership units in the Company. The Company shall be authorized to issue up to one thousand (1000) membership units. Certificates shall be numbered in the order which they are issued and shall be signed by the Manager. Records shall be maintained by the Manager or such officer as he may appoint indicating the name of the person owning the units, the number of units, and the date of issue. Certificates exchanged or returned shall be canceled and maintained in the Company Record Book. Transfers of certificates shall be made on the books of the Company by the holder in person or by Power of Attorney, or surrender of the old certificate for such units, duly assigned. The Members shall be entitled to one vote for each unit standing in their name.
