CLIENT SERVICE AGREEMENTClient Service Agreement • June 3rd, 2015 • Flagship Credit Corp. • Personal credit institutions • Texas
THIS CLIENT SERVICE AGREEMENT (the “Agreement”) is between Administaff Companies II, L.P., (“Administaff”), a Delaware limited partnership, with its principal place of business at 19001 Crescent Springs Drive, Kingwood, Texas 77339-3802, and Flagship Credit Acceptance LLC (“Client”). Administaff is a professional employer organization, serving Client as an off-site, full service human resource department. Administaff personnel management services are delivered by entering into a co-employment relationship with Client’s employees. This relationship and the allocation of responsibilities are defined in this Agreement.
CONFIDENTIAL David Bertoncini [Address] Dear David:Flagship Credit Corp. • June 3rd, 2015 • Personal credit institutions
This confirms our offer of employment to you at Flagship Credit Acceptance LLC (the “Company”). This offer is contingent upon and shall become effective only upon consummation of the transactions (the “Transaction”) contemplated under that certain Purchase Agreement (the “Purchase Agreement”) dated on or around August 31, 2010 between the Company and Flagship Credit Corporation (“Flagship”). The Company shall rescind the offer hereunder in the event the transactions contemplated under the Purchase Agreement are not consummated.
PERFORMANCE GUARANTYPerformance Guaranty • June 3rd, 2015 • Flagship Credit Corp. • Personal credit institutions • New York
This Performance Guaranty (this “Guaranty”) is entered into as of April 27, 2015, by FC HoldCo LLC (the “Guarantor”), in favor of Wells Fargo Bank, National Association, as administrative agent under the Warehouse Agreement (as defined below) (in such capacity, the “Administrative Agent”).
November 20, 2014 PERSONAL AND CONFIDENTIAL Jeff Butcher [Address] Jeff:Personal And • June 3rd, 2015 • Flagship Credit Corp. • Personal credit institutions • New York
You have been serving as the Chief Financial Officer of CarFinance Capital LLC (the “Company”). CF Capital Holdings LLC (“CFCap Holdings”) and FC HoldCo LLC (“FC HoldCo”) are entering into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which FC HoldCo will be merged with and into CFCap Holdings (the “Merger”), with CFCap Holdings, as may be later redesignated as FC HoldCo LLC, as the surviving company in such Merger (the “Surviving Company”). ln connection with the execution of the Merger Agreement and the transactions contemplated thereunder, the Company desires to extend this offer letter to you to address the terms of your continued employment with the Company which will take effect upon consummation of the Merger.
CONFIDENTIAL Michael C. Ritter [Address] Dear Michael:Flagship Credit Corp. • June 3rd, 2015 • Personal credit institutions
This confirms our offer of employment to you at Flagship Credit Acceptance LLC (the “Company”). This offer is contingent upon and shall become effective only upon consummation of the transactions (the “Transaction”) contemplated under that certain Purchase Agreement (the “Purchase Agreement”) dated on or around August 31, 2010 between the Company and Flagship Credit Corporation (“Flagship”). The Company shall rescind the offer hereunder in the event the transactions contemplated under the Purchase Agreement are not consummated.
PURCHASE AND CONTRIBUTION AGREEMENTPurchase and Contribution Agreement • June 3rd, 2015 • Flagship Credit Corp. • Personal credit institutions • New York
This Purchase and Contribution Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Purchase Agreement”), dated as of April 27, 2015, is by and among FC Funding LLC, a Delaware limited liability company (the “Seller”), FCA Funding I LLC, a Delaware limited liability company (the “Purchaser”) and Flagship Credit Accepatance LLC, a Delaware limited liability company (“Flagship”) and CarFinance Capital LLC, a Delaware limited liability company (“CarFinance” and together with Flagship, each individually, an “Originator” and collectively, the “Originators”).
AMENDED AND RESTATED FORWARD FLOW PURCHASE AGREEMENTForward Flow Purchase Agreement • June 3rd, 2015 • Flagship Credit Corp. • Personal credit institutions • New York
This AMENDED AND RESTATED FORWARD FLOW PURCHASE AGREEMENT (this “Agreement”), is entered into as of April 27, 2015 (the “Effective Date”), by and among FLAGSHIP CREDIT ACCEPTANCE LLC, a Delaware limited liability company (“FCA”), CARFINANCE CAPITAL LLC, a Delaware limited liability company (“CFC”), and FC FUNDING LLC, a Delaware limited liability company (“Purchaser”). Each of FCA and CFC are referred to herein as “Seller” and collectively as “Sellers” and shall be severally liable hereunder.
WAREHOUSE AGREEMENT Dated as of April 27, 2015 among FCA FUNDING I LLC, as Borrower, FLAGSHIP CREDIT ACCEPTANCE LLC, as Servicer, CARFINANCE CAPITAL LLC, as Subservicer, THE CONDUIT LENDERS FROM TIME TO TIME PARTY HERETO, THE COMMITTED LENDERS FROM...Warehouse Agreement • June 3rd, 2015 • Flagship Credit Corp. • Personal credit institutions • New York
This Warehouse Agreement, dated as of April 27, 2015 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among FCA Funding I LLC, a Delaware limited liability company, as borrower (the “Borrower”), Flagship Credit Acceptance LLC, a Delaware limited liability company (“FCA”), as servicer (in such capacity, the “Servicer”), CarFinance Capital LLC (“CF Capital”), as Subservicer, the Conduit Lenders from time to time party hereto, the Committed Lenders from time to time party hereto, the Lender Group Agents from time to time party hereto, Wells Fargo Bank, National Association (“Wells Fargo”), as backup servicer (in such capacity, the “Backup Servicer”), Deutsche Bank National Trust Company (“DBNTC”), as collateral custodian (in such capacity, the “Collateral Custodian”), and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), as paying agent (in such capacity, the “Paying Agent”) and
November 20, 2014 PERSONAL AND CONFIDENTIAL Dennis Morris [Address] Dennis:Flagship Credit Corp. • June 3rd, 2015 • Personal credit institutions • New York
You have been serving as the Chief Operating Officer of CarFinance Capital LLC (the “Company”). CF Capital Holdings LLC (“CFCap Holdings”) and FC HoldCo LLC (“FC HoldCo”) are entering into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which CFCap Holdings will be merged with and into CFCap Holdings (the “Merger”), with CFCap Holdings, as may be later redesignated as FC HoldCo LLC, as the surviving company in such Merger (the “Surviving Company”). In connection with the execution of the Merger Agreement and the transactions contemplated thereunder, the Company desires to extend this offer letter to you to address the terms of your continued employment with the Company which will take effect upon consummation of the Merger.
FC HOLDCO LLC Incentive Units Award AgreementIncentive Units Award Agreement • June 3rd, 2015 • Flagship Credit Corp. • Personal credit institutions
THIS INCENTIVE UNITS AWARD AGREEMENT (this “Agreement”) is entered into and effective as of [ ], between FC HoldCo LLC (the “Company”) and [ ] (the “Employee Member”).
MASTER COLLECTION ACCOUNT TRUST AGREEMENT among CARFINANCE CAPITAL LLC, as Servicer, CFC FUNDING LLC, WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Master Collection Account Trustee, VARIOUS CF FINANCE PARTIES...Master Collection Account Trust Agreement • June 3rd, 2015 • Flagship Credit Corp. • Personal credit institutions • New York
THIS MASTER COLLECTION ACCOUNT TRUST AGREEMENT, dated as of February 8, 2012 (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among CARFINANCE CAPITAL LLC, a Delaware limited liability company (“CF Capital”), CFC FUNDING LLC, a Delaware limited liability company, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), not in its individual capacity but solely as Master Collection Account Trustee for the Enforcement Parties referred to below (in such capacity, the “Master Collection Account Trustee”), each party that from time to time executes an Enforcement Party Supplement substantially in the form of Exhibit A hereto as a CF Finance Party (any such party being herein called individually a “CF Finance Party” and collectively, the “CF Finance Parties”), and each party that from time to time executes an Enforcement Party Supplement substantially in the form
ENFORCEMENT PARTY SUPPLEMENT TO MASTER COLLECTION ACCOUNT TRUST AGREEMENTMaster Collection Account Trust Agreement • June 3rd, 2015 • Flagship Credit Corp. • Personal credit institutions • New York
This ENFORCEMENT PARTY SUPPLEMENT to the Master Collection Account Trust Agreement, dated as of February 8, 2012 (as heretofore amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Master Collection Account Trust Agreement”), among CarFinance Capital LLC (“CF Capital”), CFC Funding LLC, Wells Fargo Bank, National Association, as the Master Collection Account Trustee, the CF Finance Parties party thereto and the Enforcement Parties party thereto, is entered into as of April 27, 2015, among CF Capital, the Master Collection Account Trustee, Wells Fargo Bank, National Association, as Administrative Agent under the Warehouse Agreement (as such terms are defined below), as an Enforcement Party (the “New Enforcement Party”), as the assignee of FCA Funding I LLC, as borrower, pursuant to the Warehouse Agreement, and each CF Finance Party specified in Section 4 below.
