展品10.1
修正后的及重新修订的信贷协议的第二修正案
本第二修正协议对修订并重述的信贷协议(以下简称“本协议”)进行修订,日期为2024年9月11日。修改由下述各方签署: 易诺华国际股份有限公司。根据特拉华州公司法第103条的规定,特此证明,以下董事会在2019年4月4日依照特拉华州公司法的第141条(c)和第151条的规定,正式通过以下决议: ",一个特拉华州的公司(以下简称“公司”)母公司。 该协议由本公司及其作为借款人的若干完全拥有的受限子公司(如下文信贷协议中所定义)签订,每个这样的人和本公司分别为“一方”。借款人” 和共同并各自为此,称为“并签订本变更条款:商业信贷协议和票据(“CIT协议”)”),此处作为保证人的各方(称为““保证人””),此处作为定义在授信协议中的贷方(作为详细定义,新贷方(下文中定义),和 蒙特利尔银行,作为贷方的行政代理和抵押品代理(在这些身份下,作为“行政代理人”).
前言
鉴于,借款人、担保人、行政代理人和各方贷款人是某份修订并重订于2022年6月23日的信贷协议的当事方(于此日期之前及可能在以后进一步修订、重签、延期、补充和/或以其他方式修改,以下简称“授信协议 (Credit Agreement)”);
鉴于,借款人已要求放款人根据《信贷协议》提供可循环增加额度,以将最大循环贷款额增加至总额为6.65亿美元; 第2.19节 并
鉴于,行政代理和某些贷方,包括新贷方(以下定义),已同意进行透支额度增加(称其为新贷方和增加透支承诺的贷方者在此提及为“增加贷方”并根据本修订中所规定的条款和条件对授信协议进行某些修订。
现在,基于前述以及本协议中包含的相互约定,并为其他良好和有价值的因素,现已确认收到并承认其足额性,各方有意受法律约束,同意如下:
第一条
定义
本修正案中使用的大写词汇,如在授信协议中定义的,除非本修正案另有定义,否则应具有在该协议中定义的相同含义。
第二条
修改
2.01 修正序言自第二次修正生效日期(如下定义)起,信贷协议的封面页经修正如下:(i) 删除“$515,000,000”,改为“$665,000,000”;(ii) 将EverBank, N.A.和banc of california添加为联合主导安排人。
2.02 第1.1节修正. 自第二修订生效日期起, 为了本计划的目的,以下术语应具有以下含义: 信贷协议中的以下定义经修订并全部重述如下:
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“最大转动金额”的意思是,截至2024年9月11日,总额为6亿6500万美元,此总最高金额可能不时按照《》中规定增加或减少 第2.19节 或者不时按照《》中规定减少 第2.5节.
“旋转承诺“”应指每个循环贷款人的承诺,该循环贷款人随时向在任何时候未偿还的累计主要美元金额中等值提供循环贷款,该等额度相当于该循环贷款人在附表2.1(a)中确定的其循环贷款承诺的循环贷款承诺百分比(可能随时根据具体情况增加 第2.19节)。截至2024年9月11日,循环贷款承诺为6.65亿美元。
“循环信贷额度“”应指根据任何优先票据信托契约条款本协议规定的最高可允许发生的本金金额,该金额在任何情况下不得低于6.65亿美元。
“固定利率的SOFR“”表示,对于适用期限,是距离(以下简称“Term SOFR Determination Day”)两个(2)个美国政府证券业务日的Term SOFR基准利率在(a)对于SOFR贷款,适用利息周期的第一天,或者(b)关于基准利率,基准利率确定日, 正如该利率由Term SOFR管理者发布;但是,如果在任何Term SOFR确定日的下午5:00(纽约市时间)时,适用期限的Term SOFR基准利率尚未由Term SOFR管理者发布,并且关于Term SOFR基准利率的基准替代日尚未发生,那么Term SOFR将是在适用的Term SOFR管理者发布的适用期限的Term SOFR基准利率上的Term SOFR管理者在Term SOFR确定日之前的第一个美国政府证券业务日发布的Term SOFR基准利率,只要第一个先前的美国政府证券业务日不超过对于这样的Term SOFR Determination Day的三个(3)个美国政府证券业务日;但是,如果根据上述确定的Term SOFR小于底线,那么Term SOFR将被视为底线。
2.03 第2.19(a)条修正自第二修正生效日起,信贷协议第2.19(a)条应作如下修正:将金额7500万美元删除,并改为金额“2亿美元”。
2.04 修正至表2.1(a)自第二修正生效日期起生效, 信贷协议的表2.1(a)经此处修正、重述并整体更换为随附此处的表2.1(a)。
借款人、担保人、增加贷款人和行政代理承认并同意,此处规定的循环承诺增加构成了信贷协议第2.19条下的循环融资增加,并增加贷款人同意根据本修正案增加他们的循环承诺。此修正案构成信贷协议第2.19条(e)项下的修正,并授权行政代理代表贷款人执行本修正案。
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第三章
新贷款人条款
3.01 北卡罗来纳州EverBank和德州资本银行各有3.01(分别是 “新贷款人”)特此确认已收到信贷文件及其相关证物的副本,以及根据信贷协议作为发放贷款和其他信贷延期的条件而必须交付的文件的副本。每个新贷款机构承认并同意,它已经并将继续独立地在不依赖行政代理人或任何其他贷款人的情况下,根据其认为适当的文件和信息,做出自己的信用分析和与信贷方和信贷协议有关的决定。每位新贷款人进一步承认并同意,行政代理人未对借款人或信贷协议或任何其他信贷文件的任何其他当事方的信贷价值,或信贷协议或任何其他信贷文件的合法性、有效性、充足性或可执行性或其任何担保的价值作出任何陈述或保证。
根据信用协议的其他条款,自本日起生效,每位新贷款人:(i)将被视为已自动成为信用协议的合约方,拥有信用协议中“贷款人”的所有权利和义务,如同它是原始签署人;且(ii)同意遵守信用协议中的条款和条件,如同它是原始签署人。根据行政代理人的要求,每位新贷款人将向行政代理人提交行政问卷。
第四篇。
先决条件
4.01 Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full, in a manner reasonably satisfactory to the Administrative Agent, of the following conditions precedent (the first such date upon which all such conditions have been satisfied being herein called the “Second Amendment Effective Date”):
(a) The Administrative Agent shall have received this Amendment, duly executed by Borrowers, Guarantors, the Increasing Lenders party hereto and the New Lenders, in form and substance reasonably satisfactory to the Administrative Agent and each Lender party hereto and its respective counsel.
(b) The Administrative Agent shall have received a Note duly executed by Borrowers for the New Lender that requests its Revolving Commitment be evidenced by a Note.
(c) The Administrative Agent shall have received from the Borrowers updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to the Revolving Facility Increase effectuated under this Amendment and any Extension of Credit thereunder, if any, on the Second Amendment Effective Date, on a pro forma basis, the Credit Parties will be in compliance with the Financial Covenants.
(d) The Administrative Agent shall have received a Notice of Borrowing duly executed by Borrowers to the extent an Extension of Credit is to occur on the Second Amendment Effective Date.
(e) The representations and warranties made by the Credit Parties herein and in the other Credit Documents shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct in all respects and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as of the date of the Second Amendment Effective Date as if made on and as of such date except for any representation or
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warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date.
(f) No Default or Event of Default shall have occurred and be continuing on the Second Amendment Effective Date or immediately after giving effect to the Second Amendment (including the Revolving Facility Increase contemplated therein) and the Extension of Credit to be made on the Second Amendment Effective Date (if any) unless such Default or Event of Default shall have been waived in accordance with the Credit Agreement.
(g) The Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to Administrative Agent:
(i) Resolutions. Copies of resolutions of the board of directors or comparable managing body of each Credit Party approving and adopting this Amendment and the other documents required to be delivered in connection herewith, and authorizing execution and delivery thereof, certified by an officer of such Credit Party as of the Second Amendment Effective Date to be true and correct and in force and effect as of such date.
(ii) Good Standing. Copies of certificates of good standing, existence or its equivalent (to the extent such an item exists in the relevant jurisdiction) with respect to each Credit Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization.
(iii) Legal Opinion of Counsel. The Administrative Agent shall have received the opinions of Paul Hastings LLP and the opinions of Utah local counsel, each as counsel to all or a portion of the Credit Parties, dated the Second Amendment Effective Date, addressed to the Administrative Agent and the Lenders (including the New Lenders) and in form and substance reasonably satisfactory to the Administrative Agent.
(iv) Joinder of New Guarantors. The Administrative Agent shall have received a Joinder Agreement from each New Guarantor (as set forth as a New Guarantor on the signature pages hereto), together with such certificates, resolutions, opinions, documents and other deliveries as required by the Administrative Agent
(h) Borrowers shall have paid the fees set forth in the letter between the Administrative Agent and the Parent dated as August 21, 2024 and all other fees, costs and expense due and payable as of the Second Amendment Effective Date under the Credit Agreement and the other Credit Documents.
For purposes of determining compliance with the conditions specified in this Article IV, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Second Amendment Effective Date specifying its objection thereto.
ARTICLE V
MISCELLANEOUS PROVISIONS
5.01 No Waiver. Nothing contained in this Amendment shall be construed as a waiver by the Administrative Agent or any Lender of any covenant or provision of the Credit Agreement or the other Credit Documents, and the failure of the Administrative Agent or any Lender at any time or times hereafter to require strict performance by the Credit Parties of any provision thereof shall not waive, affect or
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diminish any right of the Administrative Agent and the Lenders to thereafter demand strict compliance therewith. The Administrative Agent and the Lenders hereby reserve all rights granted under the Credit Agreement, the other Credit Documents and this Amendment.
5.02 Reallocation of Revolving Loans. The parties hereto hereby acknowledge and agree that, pursuant to and in accordance with Section 2.19(c) of the Credit Agreement, in connection with the closing of the Revolving Facility Increase under this Amendment, on the Second Amendment Effective Date, the outstanding Revolving Loans and Participation Interests shall be reallocated by causing such fundings and repayments (through the Administrative Agent) among each of the Lenders having a Revolving Commitment prior to such date and the Lenders acquiring a Revolving Commitment (pursuant to this Amendment) as necessary such that, after giving effect to this Amendment and the Revolving Facility Increase effectuated hereunder, each Lender will hold Revolving Loans and Participation Interests based on its Revolving Commitment Percentage set forth on Schedule 2.1(a) (after giving effect to such Revolving Facility Increase).
5.03 Survival of Representations and Warranties; Additional Representations and Warranties. All representations and warranties made in the Credit Agreement, the Amendment and the other Credit Documents, shall survive the execution and delivery of this Amendment, and no investigation by Administrative Agent or any Lender shall affect the representations and warranties or the right of Administrative Agent or any Lender to rely upon them. Borrowers and Guarantors further represent and warrant that, after giving effect to this Amendment, the Credit Agreement is and shall continue to be permitted debt under each Senior Notes Indenture and the Liens securing the Obligations are, and shall continue to be, permitted liens under each Senior Notes Indenture and nothing contained herein shall cause an event of default to occur under any such Senior Notes Indenture.
5.04 General Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and the other Credit Documents and except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement (including, without limitation, the Guaranty set forth in Article X thereof) and the other Credit Documents are ratified and confirmed and shall continue in full force and effect. The Credit Parties, the Administrative Agent and the Lenders agree that the Credit Agreement and the other Credit Documents, as amended hereby or in connection herewith, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms subject as to enforcement of remedies to (x) any Debtor Relief Laws and (y) general principles of equity, whether applied by a court of law or equity. Each Credit Party ratifies and reaffirms the Obligations (as increased hereby) are secured by the Credit Documents including, without limitation, all indebtedness and other obligations of Borrowers now or hereafter existing under the Credit Agreement.
5.05 Reaffirmations. (a) The Credit Parties hereby acknowledge and agree that the Liens created and provided for by the Collateral Documents continue to secure, among other things, the Obligations arising under the Credit Agreement as amended hereby; and the Collateral Documents and the rights and remedies of the Administrative Agent thereunder, the obligations of the Credit Parties thereunder, and the Liens created and provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the Liens created and provided for by the Collateral Documents as to the indebtedness which would be secured thereby prior to giving effect to this Amendment.
(b) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of this Amendment and consents to any modification of the Credit Agreement and the other Credit Documents effected pursuant to this Amendment. Each Guarantor hereby confirms to the Administrative Agent and the Lenders that, after giving effect to this Amendment, the Guaranty of such Guarantor and each other
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Credit Document to which such Guarantor is a party continues in full force and effect and is the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with their terms except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the waivers or modifications to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future waivers or modifications to the Credit Agreement
5.06 No Change to Organization Documents; Resolutions. Each Credit Party hereby certifies that: (x) except with respect to the amendments to the Organization Documents of Align Balance, LLC, a true, correct and complete copy of which are attached as Exhibit A, the copies of such Credit Party’s Organization Documents previously delivered to the Administrative Agent under the Credit Documents continue to be true, correct and complete, have not been amended or otherwise modified since the date of such delivery, and are in full force and effect on the date hereof; and (y) each Person previously identified by such Credit Party to sign any Credit Document on behalf of such Credit Party continues to be so authorized on the date hereof and is authorized to sign this Amendment. The Administrative Agent may conclusively rely on this certification until it is otherwise notified by the applicable Credit Party in writing.
5.07 References to Credit Agreement. Each of the Credit Agreement and the other Credit Documents, and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement, as amended hereby, are hereby amended so that any reference in the Credit Agreement and such other Credit Documents to the Credit Agreement shall mean a reference to the Credit Agreement as amended hereby.
5.08 Costs and Expenses. Each Credit Party acknowledges that Section 9.5 of the Credit Agreement applies to this Amendment and the transactions, agreements and documents contemplated thereunder.
5.09 Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.
5.10 Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of Administrative Agent, Lenders, Credit Parties and their respective successors and permitted assigns, except that Credit Parties may not assign or transfer any of their respective rights or obligations hereunder without the prior written consent of Administrative Agent and the Lenders and the Administrative Agent may only assign their rights hereunder as permitted by Section 9.6 of the Credit Agreement.
5.11 Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile transmission or other electronic means shall be equally effective as delivery of a manually executed counterpart of this Amendment.
5.12 Further Assurances. To the extent required by Section 5.13 of the Credit Agreement, each Credit Party agrees to execute such other and further documents and instruments as Administrative Agent may request to implement the provisions of this Amendment.
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5.13 Effect of Waiver. No consent or waiver, express or implied, by Administrative Agent or any Lender to or for any breach of or deviation from any covenant or condition by Borrowers shall be deemed a consent to or waiver of any other breach of the same or any other covenant, condition or duty.
5.14 No Limitation on Administrative Agent. Nothing in this Amendment shall be deemed in any way to limit or restrict Administrative Agent’s or any Lender’s rights to seek in a bankruptcy court or any other court of competent jurisdiction, any relief Administrative Agent or any Lender may deem appropriate in the event that there is an Event of Default continuing pursuant to Section 7.1(e) of the Credit Agreement.
5.15 Material Inducement. Each Credit Party further acknowledges and agrees that the representations, acknowledgments, agreements and warranties in this Amendment have been made by Credit Parties as a material inducement to Administrative Agent and the Lenders to into this Amendment, that Administrative Agent and the Lenders are relying on such representations and warranties, and that Administrative Agent and the Lenders would not have entered into this Amendment without such representations, acknowledgments, agreements, and warranties.
5.16 Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.
5.17 Applicable Law. Sections 9.12 and 9.13 of the Credit Agreement are hereby incorporated herein, mutatis mutandis.
5.18 Full Opportunity for Review; No Undue Influence. Credit Parties have reviewed this Amendment and each Credit Party acknowledges and agrees that it (a) understands fully the terms of this Amendment and the consequences of the issuance hereof, (b) has been afforded an opportunity to have this Amendment reviewed by, and to discuss this Amendment with, such attorneys and other Persons as it may wish, and (c) has entered into this Amendment of its own free will and accord and without threat or duress. This Amendment and all information furnished to Administrative Agent and the Lenders is made and furnished in good faith, for value and valuable consideration. This Amendment has not been made or induced by any fraud, duress or undue influence exercised by Administrative Agent or Lender or any other Person.
5.19 Entire Agreement. THE CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
[Remainder intentionally left blank; signature pages follow]
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[Signature Page to Second Amendment to Amended and Restated Credit Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by its proper and duly authorized officers as of the date first written above.
BORROWERS, GUARANTORS and PARENT:
ENOVA INTERNATIONAL, INC.
a Delaware corporation
By: Name: Steve Cunningham
Title: Chief Financial Officer
AEL NET MARKETING, LLC
a Delaware limited liability company
AEL NET OF MISSOURI, LLC
a Delaware limited liability company
CASHNETUSA OF FLORIDA, LLC
a Delaware limited liability company
CNU OF ALASKA, LLC
a Delaware limited liability company
CNU OF CALIFORNIA, LLC
a Delaware limited liability company
CNU OF COLORADO, LLC
a Delaware limited liability company
CNU OF DELAWARE, LLC
a Delaware limited liability company
CNU OF FLORIDA, LLC
a Delaware limited liability company
CNU OF HAWAII, LLC
a Delaware limited liability company
CNU OF MAINE, LLC
a Delaware limited liability company
CNU OF MICHIGAN, LLC
a Delaware limited liability company
CNU OF MINNESOTA, LLC
a Delaware limited liability company
CNU OF MISSISSIPPI, LLC
a Delaware limited liability company
CNU OF MISSOURI, LLC
a Delaware limited liability company
CNU OF NEVADA, LLC
a Delaware limited liability company
CNU OF NEW MEXICO, LLC
a Delaware limited liability company
CNU OF NORTH DAKOTA, LLC
a Delaware limited liability company
[Signature Page to Second Amendment to Amended and Restated Credit Agreement]
CNU OF OHIO, LLC
a Delaware limited liability company
CNU OF OKLAHOMA, LLC
a Delaware limited liability company
CNU OF RHODE ISLAND, LLC
a Delaware limited liability company
CNU OF SOUTH CAROLINA, LLC
a Delaware limited liability company
CNU OF TENNESSEE, LLC
a Delaware limited liability company
CNU OF WISCONSIN, LLC
a Delaware limited liability company
CNU OF WYOMING, LLC
a Delaware limited liability company
CNU TECHNOLOGIES OF IOWA, LLC
a Delaware limited liability company
ENOVA INTERNATIONAL GEC, LLC
a Delaware limited liability company
By: CNU ONLINE HOLDINGS, LLC
Its: Member
By: Name: Steve Cunningham
Title: Vice President
ALIGN BALANCE, LLC
a Delaware limited liability company
ALIGN MINT, LLC
a Delaware limited liability company
THE BUSINESS BACKER, LLC
a Delaware limited liability company
CASHNET CSO OF MARYLAND, LLC
a Delaware limited liability company
CNU DOLLARSDIRECT INC.
a Delaware corporation
CNU OF ALABAMA, LLC
a Delaware limited liability company
CNU OF IDAHO, LLC
a Delaware limited liability company
CNU OF KANSAS, LLC
a Delaware limited liability company
[Signature Page to Second Amendment to Amended and Restated Credit Agreement]
CNU OF LOUISIANA, LLC
a Utah liability company
CNU OF SOUTH DAKOTA, LLC
a Delaware limited liability company
CNU OF TEXAS, LLC
a Delaware limited liability company
CNU OF UTAH, LLC
a Utah limited liability company
CNU ONLINE HOLDINGS, LLC
a Delaware limited liability company
CUMULUS FUNDING, INC.
a Delaware corporation
ENERGY INTERMEDIATE, INC.
a Delaware corporation
ENOVA FINANCIAL HOLDINGS, LLC
a Delaware limited liability company
ENOVA ONLINE SERVICES, LLC
a Delaware limited liability company
ENOVA SMB, LLC
a Delaware limited liability company
HEADWAY CAPITAL, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF SOUTH DAKOTA, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF TEXAS, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF UTAH, LLC
a Utah limited liability company
NETCREDIT FINANCE, LLC
a Delaware limited liability company
NETCREDIT LOAN SERVICES, LLC
a Delaware limited liability company
ODK CAPITAL, LLC
a Utah limited liability company
TENNESSEE CNU, LLC
a Delaware limited liability company
PANGEA INTERMEDIATE, LLC
a Delaware limited liability company
By: Name: Steve Cunningham
Title: Vice President
[Signature Page to Second Amendment to Amended and Restated Credit Agreement]
PANGEA TRANSFER COMPANY, LLC
a Delaware limited liability company
By: Name: Steve Cunningham
Title: Treasurer
CASHNETUSA CO LLC
a Delaware limited liability company
CASHNETUSA OR LLC
a Delaware limited liability company
THE CHECK GIANT NM, LLC
a Delaware limited liability company
By: CNU of New Mexico, LLC Its: Manager
By: CNU Online Holdings, LLC Its: Member
By: Name: Steve Cunningham
Title: Vice President
NC FINANCIAL SOLUTIONS OF ALABAMA, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF ARIZONA, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF CALIFORNIA, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF DELAWARE, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF GEORGIA, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF IDAHO, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF ILLINOIS, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF MISSISSIPPI, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF MISSOURI, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF NEW MEXICO, LLC
a Delaware limited liability company
[Signature Page to Second Amendment to Amended and Restated Credit Agreement]
NC FINANCIAL SOLUTIONS OF NORTH DAKOTA, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF SOUTH CAROLINA, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF VIRGINIA, LLC
a Utah limited liability company
NC FINANCIAL SOLUTIONS OF WISCONSIN, LLC
a Delaware limited liability company
By: NC Financial Solutions, LLC Its: Member
By:
Name: Steve Cunningham
Title: Vice President
NC FINANCIAL SOLUTIONS OF LOUISIANA, LLC
a Utah limited liability company
By: CNU of Utah, LLC Its: Member
By:
Name: Steve Cunningham
Title: Vice President
ENOVA DECISIONS, LLC
a Delaware limited liability company
By:
Name: Steve Cunningham
Title: Secretary
ODWS, LLC
a Delaware limited liability company
By:
Name: Steve Cunningham
Title: Officer
[Signature Page to Second Amendment to Amended and Restated Credit Agreement]
ON DECK CAPITAL, INC.
a Delaware corporation
By: Name: Steve Cunningham
Title: Treasurer
PANGEA USA, LLC
a Delaware limited liability company
By: Pangea Transfer Company, LLC Its: Member
By: Name: Steve Cunningham
Title: Vice President
CNU OF VIRGINIA, LLC
a Utah limited liability company
OHIO CONSUMER FINANCIAL SOLUTIONS, LLC
a Delaware limited liability company
By: Name: David Fisher
Title: President
[Signature Page to Second Amendment to Amended and Restated Credit Agreement]
NEW GUARANTORS:
CASHEURONET UK, LLC
a Delaware limited liability company
CNU GLOBAL-1, LLC
a Delaware limited liability company
CNU GLOBAL-2, LLC
a Delaware limited liability company
CNU OF ARIZONA, LLC
a Delaware limited liability company
CNU OF ILLINOIS, LLC
a Delaware limited liability company
CNU OF INDIANA, LLC
a Delaware limited liability company
CNU OF IOWA, LLC
a Delaware limited liability company
CNU OF MONTANA, LLC
a Delaware limited liability company
CNU OF NEW HAMPSHIRE, LLC
a Delaware limited liability company
CNU OF OREGON, LLC
a Delaware limited liability company
CNU OF WASHINGTON, LLC
a Delaware limited liability company
DOLLARSDIRECT, LLC
a Delaware limited liability company
ENOVA BRAZIL, LLC
a Delaware limited liability company
ENOVIND INVESTMENT, LLC
a Delaware limited liability company
By: CNU ONLINE HOLDINGS, LLC
Its: Member
By:
Name: Steve Cunningham
Title: Vice President
CREDITME, LLC
a Delaware limited liability company
By: NC Financial Solutions, LLC
Its: Member
By:
Name: Steve Cunningham
Title: Vice President
[Signature Page to Second Amendment to Amended and Restated Credit Agreement]
DEBIT PLUS PAYMENT SOLUTIONS, LLC
a Delaware limited liability company
DEBIT PLUS SERVICES, LLC
a Delaware limited liability company
DEBIT PLUS TECHNOLOGIES, LLC
a Delaware limited liability company
By: Debit Plus, LLC
Its: Member
By:
Name: Steve Cunningham
Title: Vice President
DEBIT PLUS, LLC
a Delaware limited liability company
By:
Name: Steve Cunningham
Title: Vice President
ENOVA CARD HOLDCO, LLC
a Delaware limited liability company
ENOVA CARD SERVICES, LLC
a Delaware limited liability company
ODX, LLC
a Delaware limited liability company
ON DECK CANADA HOLDINGS, INC.
a Delaware corporation
By:
Name: Steve Cunningham
Title: Treasurer
[Signature Page to Second Amendment to Amended and Restated Credit Agreement]
ADMINISTRATIVE AGENT:
BANK OF MONTREAL, as Administrative Agent and Collateral Agent on behalf of the Lenders
By:
Name: Chris Clark
Title: Managing Director
[Signature Page to Second Amendment to Amended and Restated Credit Agreement]
BANK OF MONTREAL, as LC Issuer,
Swingline Lender and Lender
By:
Name: Chris Clark
Title: Managing Director
[Signature Page to Second Amendment to Amended and Restated Credit Agreement]
[_________], as a Lender
By:
Name:
Title:
[Signature Page to Second Amendment to Amended and Restated Credit Agreement]
[_________], as New Lender
By:
Name:
Title:
[Signature Page to Second Amendment to Amended and Restated Credit Agreement]
SCHEDULE 2.1 (a)
Revolving Lender |
Revolving Commitment |
Revolving Commitment Percentage |
Bank of Montreal |
$120,000,000.00 |
18.05% |
Axos Bank |
$150,000,000.00 |
22.56% |
Banc of California |
$85,000,000.00 |
12.78% |
EverBank, N.A. |
$75,000,000.00 |
11.28% |
Synovus Bank |
$75,000,000.00 |
11.28% |
Texas Capital Bank |
$50,000,000.00 |
7.52% |
Veritex Community Bank |
$50,000,000.00 |
7.52% |
First Horizon Bank |
$45,000,000.00 |
6.76% |
Transportation Alliance Bank Inc. d/b/a TAB Bank |
$15,000,000.00 |
2.25% |
Total |
$665,000,000.00 |
100.00% |
Exhibit A
Amendments to Align Balance, LLC’s
Organizational Documents