AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 7th, 2014 • Encore Capital Group Inc • Short-term business credit institutions
This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of August 1, 2014, is entered into by and among ENCORE CAPITAL GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders party hereto, and SUNTRUST BANK, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent, Swingline Lender and Issuing Bank.
AMENDMENT NO. 3 Dated as of August 1, 2014 to SECOND AMENDED AND RESTATED SENIOR SECURED NOTE PURCHASE AGREEMENT Dated as of May 9, 2013Secured Note Purchase Agreement • August 7th, 2014 • Encore Capital Group Inc • Short-term business credit institutions • New York
THIS AMENDMENT NO. 3 (“Amendment”) is made as of August 1, 2014 by and among Encore Capital Group, Inc. (the “Company”) and the undersigned holders of Notes (the “Noteholders”). Reference is made to that certain Second Amended and Restated Senior Secured Note Purchase Agreement, dated as of May 9, 2013, between the Company, on the one hand, and the Purchasers named therein, on the other hand (as amended by that certain Amendment No. 1 to Second Amended and Restated Senior Secured Note Purchase Agreement, dated as of May 29, 2013 and that certain Amendment No. 2 to Second Amended and Restated Senior Secured Note Purchase Agreement, dated as of February 25, 2014, as the same may be further amended, supplemented or otherwise modified from time to time, the “Note Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Note Agreement.
STOCK PURCHASE AGREEMENT BY AND AMONGStock Purchase Agreement • August 7th, 2014 • Encore Capital Group Inc • Short-term business credit institutions • New York
Page ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLERS WITH RESPECT TO THEMSELVES 37 4.1 Organization 37 4.2 Authorization of Transaction 37 4.3 Due Execution; Enforceability 38 4.4 Non-contravention 38 4.5 Governmental Consent 38 4.6 Litigation 38 4.7 Title to Securities 38 4.8 Interest in Purchase Price 39 4.9 Brokers’ Fees 39
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • August 7th, 2014 • Encore Capital Group Inc • Short-term business credit institutions • New York
This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of March 14, 2014, among the Guarantors named in Schedule 1 hereto (together, the “New Guarantors”, and each, a “New Guarantor”), CABOT FINANCIAL (LUXEMBOURG) S.A., a société anonyme incorporated under Luxembourg law with registered office at L-5365 Munsbach, 6, rue Gabriel Lippmann, registered with the register of commerce and companies of Luxembourg under the number B 171.125 (the “Issuer”), CABOT CREDIT MANAGEMENT LIMITED, a limited liability company organized under the laws of England and Wales (“CCM”), CABOT FINANCIAL LIMITED, a limited liability company incorporated under the laws of England and Wales (the “Company”), certain subsidiaries of the Company from time to time parties hereto and CITIBANK, N.A., LONDON BRANCH, as trustee (the “Trustee”), under the Indenture referred to below.
