NON-INCENTIVE STOCK OPTION AGREEMENT Under ENCORE CAPITAL GROUP, INC. [ ] Shares of Common StockNon-Incentive Stock Option Agreement • August 8th, 2013 • Encore Capital Group Inc • Short-term business credit institutions
ENCORE CAPITAL GROUP, INC. (the “Company”), pursuant to the terms of its 2013 Incentive Compensation Plan (the “Plan”), hereby grants to [ ] (the “Optionee”) the right and option to purchase [ ] shares of Common Stock, par value $.01 per share (the “Common Stock”), of the Company (the “Option”) upon and subject to the following terms and conditions of this agreement (the “Agreement”):
INVESTORS AGREEMENT among JANUS HOLDINGS LUXEMBOURG S.À R.L. and THE INVESTORS NAMED HEREIN dated as of July 1, 2013Investors Agreement • August 8th, 2013 • Encore Capital Group Inc • Short-term business credit institutions • New York
This Investors Agreement (this “Agreement”), dated as of July 1, 2013, is entered into among Janus Holdings Luxembourg S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 47, avenue John F. Kennedy, L-1855 Luxembourg, not yet registered with the Luxembourg Trade and Companies Register (the “Company”), Encore Europe Holdings S.À R.L., a private limited company (société á responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 560A, rue de Neudorf, L-2220 Luxembourg, not yet registered with the Luxembourg Trade and Companies Register (“Encore Europe”), JCF III Europe S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 47, avenue John F. Kennedy, L
AMENDMENT NO. 1 AND LIMITED WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 8th, 2013 • Encore Capital Group Inc • Short-term business credit institutions • New York
THIS AMENDED AND RESTATED AGREEMENT (this “Agreement”) is made and entered into as of November 5, 2012, by and among ENCORE CAPITAL GROUP, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as collateral agent for the Secured Parties, as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 8th, 2013 • Encore Capital Group Inc • Short-term business credit institutions
This AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of May 29, 2013, is entered into by and among ENCORE CAPITAL GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, certain Lenders (as defined in the Credit Agreement (as defined below)) party hereto, and SUNTRUST BANK, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent, Swingline Lender and Issuing Lender.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2013 • Encore Capital Group Inc • Short-term business credit institutions • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 29, 2013 (the “Effective Date”), by and between Encore Capital Group, Inc., a Delaware corporation (“Purchaser”), and JCF III Europe S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 47, avenue John F. Kennedy, L-1855 Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 161027 and having a share capital of EUR 8,501,530 (“Seller”).
LIMITED GUARANTEELimited Guarantee • August 8th, 2013 • Encore Capital Group Inc • Short-term business credit institutions • New York
LIMITED GUARANTEE dated as of May 15, 2013 (this “Limited Guarantee”), by ENCORE CAPITAL GROUP, INC., a Delaware corporation (“Guarantor”) in favor of WELLS FARGO BANK, N.A., a national banking association (“Wells Fargo Bank”).
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2013 • Encore Capital Group Inc • Short-term business credit institutions • New York
This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is entered into as of July 1, 2013, by and between Encore Europe Holdings S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 560A, rue de Neudorf, L-2220 Luxembourg, not yet registered with the Luxembourg Trade and Companies Register and having a share capital of £15,000 (“Purchaser”) and JCF III Europe S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 47, avenue John F. Kennedy, L-1855 Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 161027 and having a share capital of EUR 8,501,530 (“Seller”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreem
ENCORE CAPITAL GROUP, INC. 7.75% Senior Secured Notes due September 17, 2017 7.375% Senior Secured Notes due February 10, 2018 SECOND AMENDED AND RESTATED SENIOR SECURED NOTE PURCHASE AGREEMENT May 9, 2013Senior Secured Note Purchase Agreement • August 8th, 2013 • Encore Capital Group Inc • Short-term business credit institutions • New York
Encore Capital Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
INCREMENTAL FACILITY AGREEMENTIncremental Facility Agreement • August 8th, 2013 • Encore Capital Group Inc • Short-term business credit institutions • New York
Reference is hereby made to that certain Amended and Restated Credit Agreement, dated as of November 5, 2012, as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement dated as of the date hereof (as so amended, and as the same may be further amended, restated, modified, supplemented, extended or replaced from time to time, the “Credit Agreement”), by and among Encore Capital Group, Inc. (“Borrower”), the several banks and other financial institutions and lenders from time to time party thereto (the “Lenders”), SunTrust Bank, as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent, issuing bank and swingline lender. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings set forth in the Credit Agreement. This Incremental Facility Agreement (i) is an “Incremental Facility Amendment” (as defined in the Credit Agreement) and the Credit Agreement is hereby amended in accordance with the
AMENDMENT NO. 1 Dated as of May 29, 2013 to SECOND AMENDED AND RESTATED SENIOR SECURED NOTE PURCHASE AGREEMENT Dated as of May 9, 2013Senior Secured Note Purchase Agreement • August 8th, 2013 • Encore Capital Group Inc • Short-term business credit institutions • New York
THIS AMENDMENT NO. 1 (“Amendment”) is made as of May 29, 2013 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, 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.
AMENDMENT NO. 1 Dated as of February 7, 2013 to CREDIT FACILITY LOAN AGREEMENT Dated as of May 8, 2012Credit Facility Loan Agreement • August 8th, 2013 • Encore Capital Group Inc • Short-term business credit institutions • Texas
THIS AMENDMENT NO. 1 (“Amendment”) is made as of February 7, 2013, by and among PROPEL FINANCIAL SERVICES, LLC, a Texas limited liability company (“Borrower”), the financial institutions listed on the signature pages hereof (the “Banks”) and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent (in such capacity, “Agent”) under that certain Credit Facility Loan Agreement dated as of May 8, 2012, by and among the Borrower, the Banks and the Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • August 8th, 2013 • Encore Capital Group Inc • Short-term business credit institutions • New York
THIS GUARANTY AND SECURITY AGREEMENT (as amended, modified or supplemented from time to time, the “Guaranty”), made as of May 15, 2013 (the “Effective Date”), by PFS FINANCE HOLDINGS, LLC, a Delaware limited liability company (the “Guarantor”), in favor of WELLS FARGO BANK, N. A. (the “Lender”).
