ENCORE CAPITAL EUROPE FINANCE LIMITED UNDERWRITING AGREEMENT $150,000,000 4.50% Exchangeable Senior Notes due 2023Underwriting Agreement • July 20th, 2018 • Encore Capital Group Inc • Short-term business credit institutions • New York
Encore Capital Europe Finance Limited, a Jersey public limited company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom SunTrust Robinson Humphrey, Inc. and Credit Suisse Securities (USA) LLC are acting as representatives (collectively, the “Representatives” or “you”), $150,000,000 principal amount of its 4.50% Exchangeable Senior Notes due 2023 (the “Firm Notes”) to be issued pursuant to the provisions of an indenture to be dated as of the Closing Date (as defined below) (as amended, supplemented or otherwise modified from time to time, the “Base Indenture”), among the Company, Encore Capital Group, Inc. (the “Guarantor”), and MUFG Union Bank, N.A., as Trustee (the “Trustee”). Certain terms of the Securities (as defined herein) will be established pursuant to a supplemental indenture dated as of the Closing Date (the “Supplemental Indenture”) among the Company, the Guarantor and the Trustee
ENCORE CAPITAL EUROPE FINANCE LIMITED, as Issuer ENCORE CAPITAL GROUP, INC., as Guarantor and MUFG UNION BANK, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of July 20, 2018First Supplemental Indenture • July 20th, 2018 • Encore Capital Group Inc • Short-term business credit institutions • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of July 20, 2018 (this “Supplemental Indenture”), among ENCORE CAPITAL EUROPE FINANCE LIMITED, a Jersey public limited company, as issuer (the “Company,” as more fully set forth in Section 1.01), ENCORE CAPITAL GROUP, INC., a Delaware corporation, as guarantor (the “Guarantor,” as more fully set forth in Section 1.01), and MUFG UNION BANK, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01), to that certain Indenture, dated as of July 20, 2018 (the “Base Indenture,” and the Base Indenture, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), by and between the Company and the Trustee.
