CREDIT AGREEMENT dated as of February 8, 2013 Among ORCHARD ACQUISITION COMPANY, LLC, as Parent Borrower, as Holdings, THE LENDING INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Lenders, and JEFFERIES FINANCE LLC, as Administrative Agent, JEFFERIES...Credit Agreement • October 7th, 2013 • JGWPT Holdings Inc. • Finance services • New York
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JGWPT HOLDINGS, LLC (f/k/a WENTWORTH FINANCIAL LLC) a Delaware Limited Liability Company Dated as of November 13, 2013Limited Liability Company Agreement • December 23rd, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of JGWPT HOLDINGS, LLC f/k/a Wentworth Financial LLC (the “Company”) is made and entered into as of this 13th day of November, 2013 (the “Effective Date”), by and among each Person listed as a Member in the books and records of the Company as of the date hereof (each, a “Member” and, collectively, the “Members”), and each Person subsequently admitted as a Member of the Company in accordance with the terms hereof.
Form Of VOTING AGREEMENTVoting Agreement • October 28th, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as of , 2013, is by and among JLL JGW Distribution LLC, a Delaware limited liability company, and JGW Holdco, LLC, a Delaware limited liability company (collectively, the “JLL Holders”), PGHI Corp., a Delaware corporation (“PGHI”), and each of the other stockholders of JGWPT Holdings Inc., a Delaware corporation (the “Company”), who are signatories hereto including, without limitation, certain members of management (collectively with the JLL Holders and PGHI, the “Stockholders”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • October 28th, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
THIS ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”), dated as of July 12, 2011 is entered into between SETTLEMENT FUNDING, LLC, a Georgia limited liability company (“Settlement Funding”) and PEACH GROUP HOLDINGS INC., a Delaware limited liability company (“PGHI”).
JGWPT Holdings Inc. Class A Common Stock FORM OF UNDERWRITING AGREEMENTLetter Agreement • November 4th, 2013 • JGWPT Holdings Inc. • Finance services • New York
JGWPT Holdings Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell [●] shares (the “Firm Stock”) of the Issuer’s Class A common stock, par value $0.00001 per share (the “Common Stock”). In addition, the Issuer proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to [●] additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This Agreement is to confirm the agreement concerning the purchase of the Stock from the Issuer by the Underwriters.
JGWPT Holdings Inc. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 23rd, 2013 • JGWPT Holdings Inc. • Finance services • New York
JGWPT Holdings Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell 9,750,000 shares (the “Firm Stock”) of the Issuer’s Class A common stock, par value $0.00001 per share (the “Common Stock”). In addition, the Issuer proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to 1,462,500 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This Agreement is to confirm the agreement concerning the purchase of the Stock from the Issuer by the Underwriters.
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • November 9th, 2017 • J.G. Wentworth Co • Finance services • New York
This RESTRUCTURING SUPPORT AGREEMENT is made and entered into as of November 9, 2017 (as amended, supplemented or otherwise modified from time to time, this “Support Agreement”), by and among (i) The J.G. Wentworth Company, LLC, a Delaware limited liability company (the “Partnership”), (ii) Orchard Acquisition Company, LLC, a Delaware limited liability company (the “Parent Borrower”), (iii) J.G. Wentworth, LLC, a Delaware limited liability company (“Holdings”), (iv) The J.G. Wentworth Company, a Delaware corporation (“PubCo”), (v) JGW Holdings, Inc., a Delaware corporation (together with the Partnership, Parent Borrower, Holdings and PubCo the “Company Parties”), (vi) the Term Lenders (as defined below) from time to time party hereto (in such capacity, the “Consenting Lenders” and each a “Consenting Lender”), (vii) Jefferies Finance LLC (in its capacity as administrative agent and collateral agent under the Existing Credit Agreement (as defined below), together with its successors in s
FORM OF TAX RECEIVABLE AGREEMENTForm of Tax Receivable Agreement • November 4th, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”) is dated as of [_________], 2013, by and among JGWPT Holdings Inc., a Delaware corporation (the “Corporation”), JLL JGW Distribution LLC, a Delaware limited liability company, JGW Holdco, LLC, a Delaware limited liability company (JLL JGW Distribution LLC and JGW Holdco LLC being hereinafter collectively referred to as “JLL”), Candlewood Special Situations Fund L.P., a Delaware limited partnership, R3 Capital Partners Master, L.P., a Cayman Islands exempted limited partnership, The Royal Bank of Scotland PLC, a public limited company incorporated in Scotland, DLJ Merchant Banking Funding, Inc., a Delaware corporation, PGHI Corp., a Delaware corporation (“PGHI”), David Miller, Randi Sellari, and Stefano Sola (together with JLL, the “Principals”), and, to the extent described herein, JLL Fund V AIF II, L.P., a Delaware limited partnership (together with any of its assignees or designees, the “JGW Holdings Shareholder”) and the shareholders
August 15, 2012 Stefano SolaJGWPT Holdings Inc. • October 28th, 2013 • Finance services
The purpose of this letter is to provide to you details of a severance arrangement offered to you by JGWPT Holdings, LLC (on behalf of itself and its subsidiaries) (the “Company”) as set forth herein.
AGREEMENT AND PLAN OF MERGER by and among J.G. WENTWORTH, LLC, PEACH ACQUISITION LLC, PEACH HOLDINGS, INC., PEACH GROUP HOLDINGS INC. and ORCHARD ACQUISITION COMPANY Dated as of February 19, 2011Agreement and Plan of Merger • October 28th, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
This FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of J.G. WENTWORTH, LLC (the “Company”) is made and entered into as of this ____ day of February, 2011, by and among each Person listed as a Member in the books and records of the Company as of the date hereof (each, a “Member” and, collectively, the “Members”), and each Person subsequently admitted as a Member of the Company in accordance with the terms hereof.
STOCK PURCHASE AGREEMENT by and among The J.G. Wentworth Company, WestStar Mortgage, Inc., Walter F. Jones, Kathleen Murphy-Zimpel and Roger W. Jones Dated as of March 6, 2015Stock Purchase Agreement • July 28th, 2015 • J.G. Wentworth Co • Finance services • New York
THIS STOCK PURCHASE AGREEMENT, dated as of March 6, 2015 (this “Agreement”), is by and among WestStar Mortgage, Inc., a Virginia corporation (“Company”), Walter F. Jones, Kathleen Murphy-Zimpel and Roger W. Jones (each a “Seller” and collectively “Sellers”) and The J.G. Wentworth Company, a Delaware corporation (“Buyer”). The Company, Sellers and Buyer are referred to collectively herein as the “Parties” and each individually as a “Party.”
RIDER ONE RULES (1) Except as otherwise expressly set forth in the Lease, no sign, placard, picture, advertisement, name or notice shall be inscribed, displayed or printed or affixed on or to any part of the outside or inside of the Building or any...J.G. Wentworth Co • May 22nd, 2017 • Finance services
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • December 23rd, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
This DIRECTOR DESIGNATION AGREEMENT, dated as of November 14, 2013 (this “Agreement”), is entered into by and between JGWPT Holdings Inc., a Delaware corporation (“JGWPT Inc.”), PGHI Corp., a Delaware corporation (“PGHI”), and JLL JGW Distribution, LLC, a Delaware limited liability company, and JGW Holdco, LLC, a Delaware limited liability company (together, the “JLL Holders”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 9th, 2015 • J.G. Wentworth Co • Finance services • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July 15, 2015, among Orchard Acquisition Company, LLC, a Delaware limited liability company (the “Parent Borrower”) and Jefferies Finance LLC, as Administrative Agent for, and on behalf of, the Lenders (as defined below) (in such capacity, the “Administrative Agent”).
VOTING AGREEMENTVoting Agreement • December 23rd, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as of November 14, 2013, is by and among JLL JGW Distribution LLC, a Delaware limited liability company, and JGW Holdco, LLC, a Delaware limited liability company (collectively, the “JLL Holders”), PGHI Corp., a Delaware corporation (“PGHI”), and each of the other stockholders of JGWPT Holdings Inc., a Delaware corporation (the “Company”), who are signatories hereto including, without limitation, certain members of management (collectively with the JLL Holders and PGHI, the “Stockholders”).
Via Federal Express August 27, 2009 Mr. Stefano Sola Dear Mr. Sola: We are pleased to extend you an offer to serve as the Chief Investment Officer of J.G. Wentworth, LLC (the “Company”). As you are aware, we believe that your skills, experience, and...JGWPT Holdings Inc. • October 28th, 2013 • Finance services
This letter serves as an offer of employment to you from the Company. The terms of the offer supersede all prior oral and written communications between you and the Company or any representative thereof. If the terms and conditions are acceptable, please sign this offer letter and return it to the Company.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 14, 2013, is by and among JGWPT Holdings Inc., a Delaware corporation (together with its successors by merger, acquisition, reorganization, or otherwise, the “Company”), JLL JGW Distribution, LLC, a Delaware limited liability company, and JGW Holdco, LLC, a Delaware limited liability company (collectively, the “JLL Holders”), and each of the other holders of JGWPT Holdings Common Interests (as defined below) that are signatories hereto (collectively, the “Stockholders”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 23rd day of July, 2007, by and between J.G. Wentworth, LLC, a Delaware limited liability company (the “Company”), and Randi Sellari (the “Executive”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 9th, 2013 • JGWPT Holdings Inc. • Finance services • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 6, 2013, among Orchard Acquisition Company, LLC, a Delaware limited liability company (the “Parent Borrower”) and Jefferies Finance LLC, as Administrative Agent for, and on behalf of, the Lenders (as defined below) (in such capacity, the “Administrative Agent”).
VOTING TRUST AGREEMENTVoting Trust Agreement • December 23rd, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
THIS VOTING TRUST AGREEMENT, dated as of November 14, 2013 (this “Agreement”), by and among JGWPT Holdings Inc., a Delaware corporation (the “Company”), JLL JGW Distribution, LLC, a Delaware limited liability company, JGW Holdco LLC, a Delaware limited liability company (collectively, the “JLL Holders”), David Miller and Randi K. Sellari (collectively, the “Principals” and, together with the JLL Holders, the “Trustees”), and the stockholders of the Company set forth on the signature pages hereto including, without limitation, certain members of management of the Company (collectively, the “Stockholders”).
CUSTODIAL AGREEMENTCustodial Agreement • October 28th, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
This Custodial Agreement (this “Agreement”) is effective as of July 12, 2011 (the “Effective Date”), by and between J.G. Wentworth, LLC, a Delaware limited liability company (“JGW”), and Peach Group Holdings Inc., a Delaware corporation (“Peach Group”). JGW and Peach Group may each be individually referred to as a “Party” in this Agreement and collectively as the “Parties”.
JGWPT HOLDINGS INC. FORM OF RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 4th, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
This Restricted Stock Agreement (this “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between JGWPT Holdings Inc., a Delaware corporation (the “Company”), and the member of the Board of Directors of the Company (the “Board”) named below (the “Grantee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the JGWPT Holdings Inc. 2013 Omnibus Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2014 • JGWPT Holdings Inc. • Finance services • Delaware
This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 27th day of July, 2014, by and between JGWPT Holdings Inc., a Delaware corporation (the "Company"), and Stewart A. Stockdale (the "Executive").
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • October 28th, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_____], 2013, is by and among JGWPT Holdings Inc., a Delaware corporation (together with its successors by merger, acquisition, reorganization, or otherwise, the “Company”), JLL JGW Distribution, LLC, a Delaware limited liability company, and JGW Holdco, LLC, a Delaware limited liability company (collectively, the “JLL Holders”), and each of the other holders of JGWPT Holdings Common Interests (as defined below) that are signatories hereto (collectively, the “Stockholders”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • December 23rd, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”) is dated as of November 14, 2013, by and among JGWPT Holdings Inc., a Delaware corporation (the “Corporation”), JLL JGW Distribution LLC, a Delaware limited liability company, JGW Holdco, LLC, a Delaware limited liability company (JLL JGW Distribution LLC and JGW Holdco LLC being hereinafter collectively referred to as “JLL”), Candlewood Special Situations Fund L.P., a Delaware limited partnership, R3 Capital Partners Master, L.P., a Cayman Islands exempted limited partnership, The Royal Bank of Scotland PLC, a public limited company incorporated in Scotland, DLJ Merchant Banking Funding, Inc., a Delaware corporation, PGHI Corp., a Delaware corporation (“PGHI”), David Miller, Randi Sellari, and Stefano Sola (together with JLL, the “Principals”), and, to the extent described herein, JLL Fund V AIF II, L.P., a Delaware limited partnership (together with any of its assignees or designees, the “JGW Holdings Shareholder”) and the shareholders
FORM OF DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • November 4th, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
This DIRECTOR DESIGNATION AGREEMENT, dated as of [________], 2013 (this “Agreement”), is entered into by and between JGWPT Holdings Inc., a Delaware corporation (“JGWPT Inc.”), PGHI Corp., a Delaware corporation (“PGHI”), and JLL JGW Distribution, LLC, a Delaware limited liability company, and JGW Holdco, LLC, a Delaware limited liability company (together, the “JLL Holders”).
JGWPT HOLDINGS INC. FORM OF STOCK OPTION AGREEMENTOmnibus Incentive Plan • November 4th, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
This Stock Option Agreement (this “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between JGWPT Holdings Inc., a Delaware corporation (the “Company”), and the individual named below (the “Optionee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the JGWPT Holdings Inc. 2013 Omnibus Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 28th, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;
FORM OF VOTING TRUST AGREEMENTVoting Trust Agreement • October 28th, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
THIS VOTING TRUST AGREEMENT, dated as of [________], 2013 (this “Agreement”), by and among JGWPT Holdings Inc., a Delaware corporation (the “Company”), JLL JGW Distribution, LLC, a Delaware limited liability company, JGW Holdco LLC, a Delaware limited liability company (collectively, the “JLL Holders”), David Miller and Randi K. Sellari (collectively, the “Principals” and, together with the JLL Holders, the “Trustees”), and the stockholders of the Company set forth on the signature pages hereto including, without limitation, certain members of management of the Company (collectively, the “Stockholders”).
December 1, 2017 Stewart Stockdale Dear Stewart,J.G. Wentworth Co • December 1st, 2017 • Finance services
JGWPT Holdings Inc. (the “Company”), in connection with the Company’s pending bankruptcy proceedings, is hereby offering you the following amended terms to the Employment Agreement, dated July 27, 2014, by and between you and the Company (the “Employment Agreement”). Capitalized terms not specifically defined herein shall have the meaning set forth in the Joint Pre-Packaged Plan of Reorganization of Orchard Acquisition Company, LLC and its Debtor Affiliates, dated December 1, 2017 (as may be amended, supplemented or otherwise modified from time to time, the “Plan”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 7th, 2013 • JGWPT Holdings Inc. • Finance services • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of May 31, 2013, among Orchard Acquisition Company, LLC, a Delaware limited liability company (the “Parent Borrower”), Jefferies Finance LLC, as Delayed Draw Lender (in such capacity, the “Delayed Draw Lender”) and Jefferies Finance LLC, as Administrative Agent for, and on behalf of, the Lenders (as defined below) (in such capacity, the “Administrative Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of November, 2010, by and between J.G. Wentworth, LLC, a Delaware limited liability company (the “Company”), and David Miller (the “Executive”).
FULL SERVICE LEASE RADNOR PROPERTIES-201 KOP, L.P., Landlord and GREEN APPLE MANAGEMENT COMPANY, LLC Tenant for Suite 200Service Lease • October 7th, 2013 • JGWPT Holdings Inc. • Finance services • Pennsylvania
THIS LEASE (“Lease”) entered into as of the 9th day of September, 2010, between RADNOR PROPERTIES-201 KOP, L.P., a Delaware limited partnership (“Landlord”), and GREEN APPLE MANAGEMENT COMPANY, LLC, a Delaware limited liability company with its principal place of business at _____________ (“Tenant”).
