AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CIFC LLCLimited Liability Company Agreement • January 5th, 2016 • Cifc LLC • Finance services • Delaware
This Amended and Restated Limited Liability Company Agreement (together with the schedules and exhibits attached hereto, and as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) of CIFC LLC, a Delaware limited liability company (the “Company”), effective immediately prior to the Effective Time (as defined in Section 1.1 hereto), is entered into by CIFC Corp., a Delaware corporation (“CIFC Corp.”), and each other Person (as defined in Section 1.1 hereto) who becomes a Shareholder (as defined in Section 1.1 hereto) as provided herein. Capitalized terms used in this Agreement and not otherwise defined have the meanings set forth in Section 1.1 hereto.
FIRST SUPPLEMENTAL INDENTURE Dated as of December 31, 2015 To JUNIOR SUBORDINATED INDENTURE Dated as of March 4, 2010 Among CIFC CORP. (f/k/a DEERFIELD CAPITAL CORP.) As the Company, CIFC LLC, CIFC HOLDINGS II LLC, and CIFC HOLDINGS III LLC As...First Supplemental Indenture • January 5th, 2016 • Cifc LLC • Finance services • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture” and, together with the Base Indenture (as defined below), the “Indenture”), dated as of December 31, 2015, among CIFC Corp. (f/k/a Deerfield Capital Corp.), a Delaware corporation (the “Company”), CIFC LLC, a Delaware limited liability company (“CIFC LLC”), CIFC Holdings II LLC, a Delaware limited liability company (“CIFC Holdings II”) and CIFC Holdings III LLC, a Delaware limited liability company (“CIFC Holdings III” and together with CIFC LLC and CIFC Holdings II, the “Guarantors”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
AGREEMENT AND PLAN OF MERGER among F.A.B. HOLDINGS I LP CIFC ACQUISITION, LLC and CIFC LLC Dated as of August 19, 2016Agreement and Plan of Merger • August 19th, 2016 • Cifc LLC • Finance services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 19, 2016 (as the same may be amended from time to time in accordance with its terms, this “Agreement”), among F.A.B. HOLDINGS I LP, a limited partnership organized and existing under the laws of Delaware (“Parent”), CIFC ACQUISITION, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and CIFC LLC, a Delaware limited liability company (the “Company”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 10.13 hereof.
SHAREHOLDER SUPPORT AND VOTING AGREEMENTShareholder Support and Voting Agreement • August 19th, 2016 • Cifc LLC • Finance services • Delaware
SHAREHOLDER SUPPORT AND VOTING AGREEMENT, dated as of August 19, 2016 (this “Agreement”), by and among F.A.B. Holdings I LP, a Delaware limited partnership (the “Parent”), CIFC LLC, a Delaware limited liability company (the “Company”), and DFR Holdings, LLC, a Delaware limited liability company (the “Shareholder”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CIFC LLCLimited Liability Company Agreement • November 21st, 2016 • Cifc LLC • Finance services • Delaware
This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of CIFC LLC (the “Company”) is entered into this 21st day of November, 2016 by F.A.B. Holdings I LP (the “Member”) and CIFC Member LLC (the “Subsidiary”), solely with respect to Section 1 of this Agreement, pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”) with reference to the following facts and circumstances:
