PURCHASE AGREEMENT by and among TSO-Fortiva Notes Holdco LP, as an Investor, TSO-Fortiva Notes Holdco LP, as Agent, PERIMETER FUNDING CORPORATION, as Transferor, ACCESS FINANCING, LLC, as Servicer, PERIMETER MASTER NOTE BUSINESS TRUST, as Issuer...Purchase Agreement • March 30th, 2020 • Atlanticus Holdings Corp • Personal credit institutions • New York
This PURCHASE AGREEMENT, dated as of November 16, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is by and among TSO-FORTIVA NOTES HOLDCO LP, a Delaware limited partnership, as an investor (together with its successors and permitted assigns, the “Investors”), TSO-FORTIVA NOTES HOLDCO LP, as agent (together with its successors and permitted assigns, the “Agent”), PERIMETER FUNDING CORPORATION, a Nevada corporation, as transferor (together with its successors and permitted assigns in such capacity, the “Transferor”), ACCESS FINANCING, LLC, a Georgia corporation, as servicer (together with its successors and permitted assigns, the “Servicer”) and PERIMETER MASTER NOTE BUSINESS TRUST, a Nevada business trust, as issuer (the “Issuer”).
FOURTH AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • March 30th, 2020 • Atlanticus Holdings Corp • Personal credit institutions • New York
This FOURTH AMENDMENT, dated as of January 23, 2020 (this “Amendment”), to the PURCHASE AGREEMENT, dated as of February 8, 2017 (the “Existing Agreement”, as amended by the First Amendment to the Purchase Agreement, dated as of June 11, 2018, the Second Amendment to the Purchase Agreement, dated as of November 16, 2018, the Third Amendment to the Purchase Agreement, dated as of November 13, 2019, and as amended by this Amendment, the “Agreement”), among PERIMETER MASTER NOTE BUSINESS TRUST, a business trust organized and existing under the laws of the State of Nevada, as issuer (the “Issuer”), PERIMETER FUNDING CORPORATION, a Nevada corporation (“Perimeter”), as transferor (together with its successors and permitted assigns in such capacity, the “Transferor”), ACCESS FINANCING, LLC, a Georgia limited liability company, as assignee of Atlanticus Services Corporation, a Georgia corporation, as servicer (together with its successors and permitted assigns, the “Servicer”), TSO-FORTIVA NOTE
NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 30th, 2020 • Atlanticus Holdings Corp • Personal credit institutions • Nevada
THIS NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of the 20th day of December, 2019, by and among ATLANTICUS HOLDINGS CORPORATION, a Georgia corporation, as Borrower (“Borrower”), certain Subsidiaries of Borrower as guarantors (“Guarantors”), and DOVE VENTURES, LLC, a Nevada limited liability company, as lender (together with any successors or assigns thereto, “Lender”).
FIRST AMENDMENT TO THE PERIMETER MASTER NOTE BUSINESS TRUST TRUST AGREEMENTPerimeter Master Note Business Trust Trust Agreement • March 30th, 2020 • Atlanticus Holdings Corp • Personal credit institutions • Nevada
THIS FIRST AMENDMENT TO THE PERIMETER MASTER NOTE BUSINESS TRUST TRUST AGREEMENT, dated as of June 11, 2018 (this “Amendment”), is between PERIMETER FUNDING CORPORATION, as Transferor (the “Transferor”), and WILMINGTON TRUST, NATONAL ASSOCIATION, a national banking association, as Owner Trustee (the “Owner Trustee”), and amends that certain Perimeter Master Note Business Trust Trust Agreement, dated as of February 8, 2017 (the “Trust Agreement”) between the Transferor and the Owner Trustee.
DOVE VENTURES, LLC Las Vegas, NV 89109Loan and Security Agreement • March 30th, 2020 • Atlanticus Holdings Corp • Personal credit institutions
Reference is hereby made to that certain Loan and Security Agreement dated as of November 26, 2014, (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among Atlanticus Holdings Corporation, a Georgia corporation (the “Borrower”), certain Subsidiaries party thereto, as Guarantors (the “Guarantors” and, together with the Borrower, the “Credit Parties”) and Dove Ventures, LLC, as lender (the “Lender”). We understand that, no later than 5:00 p.m. (Nevada time) on December 27, 2019 (such time and date, the “Anticipated Payoff Date”), Borrower desires to repay in full all of the Obligations, including but not limited to, principal, interest, expenses, fees and other charges owing by the Borrower to the Lender under the Loan Agreement, and to terminate the Loan Agreement (and the Commitments thereunder) and the other Loan Documents. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in
EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 30th, 2020 • Atlanticus Holdings Corp • Personal credit institutions • Nevada
THIS EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of the 19th day of November, 2019, by and among ATLANTICUS HOLDINGS CORPORATION, a Georgia corporation, as Borrower (“Borrower”), certain Subsidiaries of Borrower as guarantors (“Guarantors”), and DOVE VENTURES, LLC, a Nevada limited liability company, as lender (together with any successors or assigns thereto, “Lender”).
THIRD AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • March 30th, 2020 • Atlanticus Holdings Corp • Personal credit institutions • New York
This THIRD AMENDMENT, dated as of November 13, 2019 (this “Amendment”), to the PURCHASE AGREEMENT, dated as of February 8, 2017 (the “Existing Agreement”, as amended by the First Amendment to the Purchase Agreement, dated as of June 11, 2018, the Second Amendment to the Purchase Agreement, dated as of November 16, 2018, and as amended by this Amendment, the “Agreement”), among PERIMETER MASTER NOTE BUSINESS TRUST, a business trust organized and existing under the laws of the State of Nevada, as issuer (the “Issuer”), PERIMETER FUNDING CORPORATION, a Nevada corporation (“Perimeter”), as transferor (together with its successors and permitted assigns in such capacity, the “Transferor”), ACCESS FINANCING, LLC, a Georgia limited liability company, as assignee of Atlanticus Services Corporation, a Georgia corporation, as servicer (together with its successors and permitted assigns, the “Servicer”), TSO-FORTIVA NOTES HOLDCO LP, as Agent (the “Agent”), TSO-FORTIVA CERTIFICATE HOLDCO LP, as a C
SECOND AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • March 30th, 2020 • Atlanticus Holdings Corp • Personal credit institutions • New York
This SECOND AMENDMENT, dated as of January 23, 2020 (this “Amendment”), to the PURCHASE AGREEMENT, dated as of November 16, 2018 (the “Existing Agreement” and as amended by this Amendment and the First Amendment to the Purchase Agreement dated as of November 13, 2019, the “Agreement”), among PERIMETER MASTER NOTE BUSINESS TRUST, a business trust organized and existing under the laws of the State of Nevada, as issuer (the “Issuer”), PERIMETER FUNDING CORPORATION, a Nevada corporation (“Perimeter”), as transferor (together with its successors and permitted assigns in such capacity, the “Transferor”), ACCESS FINANCING, LLC, a Georgia limited liability company, as servicer (together with its successors and permitted assigns, the “Servicer”), TSO-FORTIVA NOTES HOLDCO LP, as Agent (the “Agent”) and TSO-FORTIVA NOTES HOLDCO LP, as an Investor.
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • March 30th, 2020 • Atlanticus Holdings Corp • Personal credit institutions • New York
This FIRST AMENDMENT, dated as of June 11, 2018 (this “Amendment”), to the PURCHASE AGREEMENT, dated as of February 8, 2017 (the “Existing Agreement”, and as amended by this Amendment, the “Agreement”), among PERIMETER MASTER NOTE BUSINESS TRUST, a business trust organized and existing under the laws of the State of Nevada, as issuer (the “Issuer”), PERIMETER FUNDING CORPORATION, a Nevada corporation (“Perimeter”), as transferor (together with its successors and permitted assigns in such capacity, the “Transferor”), ACCESS FINANCING, LLC, a Georgia limited liability company, as assignee of Atlanticus Services Corporation, a Georgia corporation, as servicer (together with its successors and permitted assigns, the “Servicer”), TSO-FORTIVA NOTES HOLDCO LP, as Agent (the “Agent”), TSO-FORTIVA CERTIFICATE HOLDCO LP, as a Certificateholder and TSO-FORTIVA NOTES HOLDCO LP, as an Investor.
SECOND AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • March 30th, 2020 • Atlanticus Holdings Corp • Personal credit institutions • New York
This SECOND AMENDMENT, dated as of November 16, 2018 (this “Amendment”), to the PURCHASE AGREEMENT, dated as of February 8, 2017 (the “Existing Agreement”, as amended by the First Amendment to the Purchase Agreement, dated as of June 11, 2018, and as amended by this Amendment, the “Agreement”), among PERIMETER MASTER NOTE BUSINESS TRUST, a business trust organized and existing under the laws of the State of Nevada, as issuer (the “Issuer”), PERIMETER FUNDING CORPORATION, a Nevada corporation (“Perimeter”), as transferor (together with its successors and permitted assigns in such capacity, the “Transferor”), ACCESS FINANCING, LLC, a Georgia limited liability company, as assignee of Atlanticus Services Corporation, a Georgia corporation, as servicer (together with its successors and permitted assigns, the “Servicer”), TSO-FORTIVA NOTES HOLDCO LP, as Agent (the “Agent”), TSO-FORTIVA CERTIFICATE HOLDCO LP, as a Certificateholder and TSO-FORTIVA NOTES HOLDCO LP, as an Investor.
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 30th, 2020 • Atlanticus Holdings Corp • Personal credit institutions • Nevada
THIS SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of the 5th day of November, 2019, by and among ATLANTICUS HOLDINGS CORPORATION, a Georgia corporation, as Borrower (“Borrower”), certain Subsidiaries of Borrower as guarantors (“Guarantors”), and DOVE VENTURES, LLC, a Nevada limited liability company, as lender (together with any successors or assigns thereto, “Lender”).
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • March 30th, 2020 • Atlanticus Holdings Corp • Personal credit institutions • New York
This FIRST AMENDMENT, dated as of November 13, 2019 (this “Amendment”), to the PURCHASE AGREEMENT, dated as of November 16, 2018 (the “Existing Agreement” and as amended by this Amendment, the “Agreement”), among PERIMETER MASTER NOTE BUSINESS TRUST, a business trust organized and existing under the laws of the State of Nevada, as issuer (the “Issuer”), PERIMETER FUNDING CORPORATION, a Nevada corporation (“Perimeter”), as transferor (together with its successors and permitted assigns in such capacity, the “Transferor”), ACCESS FINANCING, LLC, a Georgia limited liability company, as servicer (together with its successors and permitted assigns, the “Servicer”), TSO-FORTIVA NOTES HOLDCO LP, as Agent (the “Agent”) and TSO-FORTIVA NOTES HOLDCO LP, as an Investor.
AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • March 30th, 2020 • Atlanticus Holdings Corp • Personal credit institutions • Georgia
This Amended and Restated Operating Agreement of Access Financial Holdings, LLC, a Georgia limited liability company (the “Company”), is entered into effective as of November 14, 2019 by and among the Company and the Members (as defined herein).
