PHOENIX CAPITAL GROUP HOLDINGS I LLC a Delaware limited liability company Issuer AND UMB Bank, N.A. Trustee INDENTURE Dated as of __________, 2023 Unsecured Subordinated Debt SecuritiesIndenture • June 5th, 2023 • Phoenix Capital Group Holdings I LLC • Delaware
INDENTURE, dated as of [___], 2023, between PHOENIX CAPITAL GROUP HOLDINGS I LLC, a Delaware limited liability company (the “Company” or the “Issuer”), and UMB BANK, N.A. as trustee (the “Trustee”):
LIMITED LIABILITY COMPANY AGREEMENT OF PHOENIX CAPITAL GROUP HOLDINGS I LLCLimited Liability Company Agreement • June 5th, 2023 • Phoenix Capital Group Holdings I LLC
This Limited Liability Company Agreement, dated December 1, 2022, of Phoenix Capital Group Holdings I LLC, a Delaware limited liability company (the “Company”), is entered into by the Company and Phoenix Capital Group Holdings, LLC, a Delaware limited liability company, the sole member of the Company (the “Member”).
REVOLVING LINE OF CREDIT LOAN AGREEMENTRevolving Line of Credit Loan Agreement • June 5th, 2023 • Phoenix Capital Group Holdings I LLC • Delaware
THIS REVOLVING LINE OF CREDIT LOAN AGREEMENT (the “Agreement”) made this _____ day of ____________, 2023, by and between Phoenix Capital Group Holdings, LLC, a Delaware limited liability company (the “Borrower”), and Phoenix Capital Group Holdings I LLC, a Delaware limited liability company (the “Lender”).
Broker-Dealer AgreementBroker-Dealer Agreement • June 5th, 2023 • Phoenix Capital Group Holdings I LLC
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Phoenix Capital Group Holdings I LLC (“Client”), a Delaware Limited Liability Company, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of March 15, 2023 (the “Effective Date”):
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 5th, 2023 • Phoenix Capital Group Holdings I LLC • Ontario
NOW THEREFORE in consideration of the covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties covenant and agree as follows:
SUBSCRIPTION AGREEMENT INSTRUCTION PAGESubscription Agreement • June 5th, 2023 • Phoenix Capital Group Holdings I LLC
We, Phoenix Capital Group Holdings I LLC (“we,” “our,” “us,” or the “Company”), are offering a maximum of $75,000,000 in the aggregate, as such maximum amount may be increased in the Company’s discretion in accordance with the requirements of Regulation A, of its Series AA-EE and Series AA1-DD1 unsecured bonds (the “Bonds”) pursuant to the offering circular, as may be supplemented (the “Offering Circular”), dated _______________ (the “Offering”). Each Bond will be sold at a public offering price of $1,000 per Bond, with a minimum purchase amount of one Bond ($1,000). The Bonds will be sold in multiple series.
FIRST AMENDMENT TO BROKER-DEALER AGREEMENTBroker-Dealer Agreement • June 5th, 2023 • Phoenix Capital Group Holdings I LLC
THIS FIRST AMENDMENT TO BROKER-DEALER AGREEMENT (this “First Amendment”) is effective as of this 30th day of May, 2023, by and between Phoenix Capital Group Holdings I LLC (“Client”), a Delaware Limited Liability Company, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”).
GENERAL CONTINUING GUARANTY (RE: PHOENIX CAPITAL GROUP HOLDINGS, LLC)General Continuing Guaranty • June 5th, 2023 • Phoenix Capital Group Holdings I LLC • New York
This GENERAL CONTINUING GUARANTY (this “Guaranty”), dated as of _________ ____, 2023, is executed and delivered by Phoenix Capital Group Holdings I, LLC (the “Guarantor”), in favor of CORTLAND CREDIT LENDING CORPORATION, in its capacity as administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, the “Agent”), in light of the following:
SUBORDINATE MASTER REVOLVING LINE OF CREDIT NOTE (CURRENT PAY)Subordinate Master Revolving Line of Credit Note • June 5th, 2023 • Phoenix Capital Group Holdings I LLC • Delaware
FOR VALUE RECEIVED, the undersigned, Phoenix Capital Group Holdings, LLC, a Delaware limited liability company (the “Borrower”), with an address of 18575 Jamboree Road, Suite 830, Irvine, California 92612, promises to pay to the order of Phoenix Capital Group Holdings I LLC, a Delaware limited liability company (the “Lender”), with an address of 18575 Jamboree Road, Suite 830, Irvine, California 92612, in lawful money of the United States of America in immediately available funds, the principal sum of up to SEVENTY-FIVE MILLION DOLLARS ($75,000,000.00) or, if less, the aggregate unpaid principal amount of all loans made by the Lender pursuant to that certain Revolving Line of Credit Loan Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), between the Borrower and the Lender. This Note is the “Current Pay Note” referred to in the Loan Agreement and is entitled to the benefits and subject to the condit
SUBORDINATE MASTER REVOLVING LINE OF CREDIT NOTE (ACCRUAL PAY)Subordinate Master Revolving Line of Credit Note • June 5th, 2023 • Phoenix Capital Group Holdings I LLC • Delaware
FOR VALUE RECEIVED, the undersigned, Phoenix Capital Group Holdings, LLC, a Delaware limited liability company (the “Borrower”), with an address of ________________, promises to pay to the order of Phoenix Capital Group Holdings I LLC, a Delaware limited liability company (the “Lender”), with an address of _______________, in lawful money of the United States of America in immediately available funds, the principal sum of up to [SEVENTY-FIVE MILLION DOLLARS ($75,000,000.00)] or, if less, the aggregate unpaid principal amount of all loans made by the Lender pursuant to that certain Revolving Line of Credit Loan Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), between the Borrower and the Lender. This Note is the “Accrual Pay Note” referred to in the Loan Agreement and is entitled to the benefits and subject to the conditions thereof. Simultaneously herewith, the Borrower is also entering into that
