TMX FINANCE LLC TITLEMAX FINANCE CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 15th, 2011 • TMX Finance LLC • Personal credit institutions • New York
TMX Finance LLC, a Delaware limited liability company (the “Company”), and TitleMax Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together with the Company, collectively, the “Issuers” and each, an “Issuer”) are issuing and selling to Jefferies & Company, Inc. (“Jefferies”) and each of the other Initial Purchasers listed on Schedule I hereto (together with Jefferies, the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated July 19, 2011 (the “Purchase Agreement”), by and among the Issuers, the Initial Purchasers and the subsidiary guarantors named therein (the “Guarantors”), $60,000,000 aggregate principal amount of 13.250% Senior Secured Notes due 2015 issued by the Issuers (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Issuers and the Guarantors agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including,
ContractTMX Finance LLC • August 15th, 2011 • Personal credit institutions • New York
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.
TMX FINANCE LLC TITLEMAX FINANCE CORPORATION 13.250% Senior Secured Notes due 2015 PURCHASE AGREEMENTPurchase Agreement • August 15th, 2011 • TMX Finance LLC • Personal credit institutions • New York
We have acted as special counsel to TitleMax of [ ], Inc. (the “Subsidiary”), for the State of [ ] in connection with the transactions (the “Transactions”) described in the documents listed on Schedule 1 attached hereto (the “Documents”). The Subsidiary has requested that we provide this legal opinion to you to satisfy a condition to closing of the Transactions. This opinion will contain customary and appropriate assumptions, qualifications and limitations, which we intend to negotiate in their entirety.
ContractTMX Finance LLC • August 15th, 2011 • Personal credit institutions • New York
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.
