Enova International, Inc. Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among ENOVA INTERNATIONAL, INC., ENERGY MERGER SUB, INC. and ON DECK CAPITAL, INC. Dated as of July 28, 2020
Agreement and Plan of Merger • October 13th, 2020 • Enova International, Inc. • Personal credit institutions • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 28, 2020, by and among Enova International, Inc., a Delaware corporation (“Parent”), Energy Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and On Deck Capital, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party” and collectively, as the “Parties.” All capitalized terms that are used in this Agreement have the respective meanings given to them in this Agreement.

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ENOVA INTERNATIONAL, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 31st, 2014 • Enova International, Inc. • Personal credit institutions • New York

Enova International, Inc., a Delaware corporation (the “Company”), is issuing and selling to Jefferies LLC (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement dated May 23, 2014, by and among the Company, the Initial Purchaser and the subsidiary guarantors named therein (the “Purchase Agreement”), $500,000,000 aggregate principal amount of 9.75% Senior Notes due 2021 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the subsidiary guarantors listed in the signature pages hereto agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:

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ENOVA INTERNATIONAL, INC. as Issuer the Guarantors party hereto and U.S. BANK NATIONAL ASSOCIATION as Trustee Indenture Dated as of May 30, 2014 9.75% Senior Notes Due 2021
Indenture • July 31st, 2014 • Enova International, Inc. • Personal credit institutions • New York

INDENTURE, dated as of May 30, 2014, between ENOVA INTERNATIONAL, INC., a Delaware corporation, as the Company, the Guarantors party hereto and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee.

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Amendment No. 7 to Credit Agreement
Credit Agreement • February 23rd, 2024 • Enova International, Inc. • Personal credit institutions • New York

This CREDIT AGREEMENT, dated as of November 17, 2021, is entered into by and among ONDECK RECEIVABLES 2021, LLC, a Delaware limited liability company (“Company”), the Lenders party hereto from time to time and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders (in such capacity, “Administrative Agent”) and as Collateral Agent for the Secured Parties (in such capacity, “Collateral Agent”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent (in such capacity, “Paying Agent”).

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ENOVA INTERNATIONAL, INC. as Issuer the Guarantors party hereto and COMPUTERSHARE TRUST COMPANY, N.A. as Trustee Indenture Dated as of December 6, 2023 11.25% Senior Notes due 2028
Indenture • December 11th, 2023 • Enova International, Inc. • Personal credit institutions • New York

INDENTURE, dated as of December 6, 2023, between ENOVA INTERNATIONAL, INC., a Delaware corporation, as the Company, the Guarantors party hereto and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee.

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Secured Revolving Loan Facility LOAN AND SECURITY AGREEMENT Among EFR 2018-1, LLC, a Delaware limited liability company, as Borrower, and PACIFIC WESTERN BANK, as Administrative Agent, Payment Agent, Collateral Agent and a Lender Dated as of July 23, 2018
Loan and Security Agreement • October 31st, 2018 • Enova International, Inc. • Personal credit institutions • New York
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Enova International, Inc. Executive Change-in-Control Severance and Restrictive Covenant Agreement Chief Executive Officer
Restrictive Covenant Agreement • April 13th, 2012 • Enova International, Inc. • Personal credit institutions

THIS EXECUTIVE CHANGE-IN-CONTROL SEVERANCE AND RESTRICTIVE COVENANT AGREEMENT – CHIEF EXECUTIVE OFFICER (the “Agreement”) is made and entered into by and between Enova International, Inc. (the “Controlling Company”), a Delaware corporation, and Timothy S. Ho (“Executive”), and is effective on the day of , (hereinafter referred to as the “Effective Date”).

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Restrictive Covenant Agreement (Chief Executive Officer)
Control Severance and Restrictive Covenant Agreement • February 28th, 2022 • Enova International, Inc. • Personal credit institutions

THIS EXECUTIVE CHANGE-IN-CONTROL SEVERANCE AND RESTRICTIVE COVENANT AGREEMENT (the “Agreement”) is made and entered into by and between Enova International, Inc. (the “Company”), a Delaware corporation, and _____________ (“Executive”), and is effective as of __________ __, _____ (hereinafter referred to as the “Effective Date”).

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ENOVA INTERNATIONAL, INC. SPECIAL GRANT OF NONQUALIFIED STOCK OPTION WITH A LIMITED STOCK APPRECIATION RIGHT
Term Incentive Plan Award Agreement • October 17th, 2014 • Enova International, Inc. • Personal credit institutions • Illinois

This 2014 Long-Term Incentive Plan Award Agreement – Special Grant of Nonqualified Stock Option with a Limited Stock Appreciation Right (the “Agreement”) is entered into as of the day of , 2014, by and between Enova International, Inc. (the “Company”) and (“Optionee”).

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ENOVA INTERNATIONAL, INC. THIRD AMENDED AND RESTATED SPECIAL GRANT OF NONQUALIFIED STOCK OPTION WITH A LIMITED STOCK APPRECIATION RIGHT
Term Incentive Plan Award Agreement • February 23rd, 2024 • Enova International, Inc. • Personal credit institutions • Illinois

This Third Amended and Restated 2014 Long-Term Incentive Plan Award Agreement for a Special Grant of Nonqualified Stock Option with a Limited Stock Appreciation Right (the “Agreement”) is entered into by and between Enova International, Inc. (the “Company”) and accepted by the “Optionee” detailed below:

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Enova International, Inc. Executive Change-in-Control Severance and Restrictive Covenant Agreement (Executive Officers Other Than the CEO)
Severance and Restrictive Covenant Agreement • February 28th, 2022 • Enova International, Inc. • Personal credit institutions

THIS EXECUTIVE CHANGE-IN-CONTROL SEVERANCE AND RESTRICTIVE COVENANT AGREEMENT (the “Agreement”) is made and entered into by and between Enova International, Inc. (the “Company”), a Delaware corporation, and ________________ (“Executive”), and is effective as of __________ __, ______ (hereinafter referred to as the “Effective Date”).

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TRANSITION SERVICES AGREEMENT BY AND BETWEEN CASH AMERICA INTERNATIONAL, INC. AND ENOVA INTERNATIONAL, INC. Dated as of [ ], 2014
Transition Services Agreement • October 2nd, 2014 • Enova International, Inc. • Personal credit institutions • Texas

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of , 2014, between Cash America International, Inc., a Texas corporation (“Parent”), and Enova International, Inc., a Delaware corporation (“Enova”).

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SOFTWARE LEASE AND MAINTENANCE AGREEMENT
Software Lease and Maintenance Agreement • October 17th, 2014 • Enova International, Inc. • Personal credit institutions • Illinois

This Software Lease and Maintenance Agreement (the “Agreement”) is executed and entered into to be effective as of this day of November, 2014 (the “Effective Date”), by and between Enova International, Inc., a Delaware corporation, having its principal place of business at 200 W. Jackson Blvd., Suite 500, Chicago, IL 60606, and its subsidiaries (collectively, “Enova”), and Cash America International, Inc., a Texas corporation, having its principal place of business at 1600 West 7th Street, Fort Worth, Texas 76102, and its subsidiaries (collectively, “Cash America”). Enova and Cash America may each be referred to as a “Party” and may be collectively referred to as the “Parties.” The Parties agree as follows:

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 1st, 2019 • Enova International, Inc. • Personal credit institutions • New York
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AMENDED AND RESTATED CREDIT AGREEMENT among ENOVA INTERNATIONAL, INC., as a Borrower and the Parent, CERTAIN RESTRICTED SUBSIDIARIES OF THE PARENT FROM TIME TO TIME PARTY HERETO, as Borrowers, CERTAIN RESTRICTED SUBSIDIARIES OF THE PARENT FROM TIME TO...
Credit Agreement • July 29th, 2022 • Enova International, Inc. • Personal credit institutions • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 23, 2022, is by and among ENOVA INTERNATIONAL, INC., a Delaware corporation (“Parent”), certain wholly-owned Restricted Subsidiaries (as hereinafter defined) of the Parent party hereto from time to time as borrowers (each such person and the Parent, individually, a “Borrower” and collectively, jointly and severally, the “Borrowers”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined) and BANK OF MONTREAL, as successor administrative agent and collateral agent for the Lenders hereunder (in such capacities, the “Administrative Agent”).

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REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN CASH AMERICA INTERNATIONAL, INC. AND ENOVA INTERNATIONAL, INC. Dated as of , 2012
Registration Rights Agreement • April 13th, 2012 • Enova International, Inc. • Personal credit institutions • Texas

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of , 2012, by and between Cash America International, Inc., a Texas corporation (“Parent”), and Enova International, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Enova” and, together with Parent, the “parties”).

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LEASE BETWEEN THE CHECK GIANT, LLC, d/b/a CASHNETUSA, AS TENANT AND 200 WEST JACKSON OWNER LLC AS LANDLORD 200 WEST JACKSON BOULEVARD, CHICAGO, ILLINOIS
Lease • February 29th, 2012 • Enova International, Inc. • Personal credit institutions • Illinois

THIS LEASE is dated as of April 27, 2006 between the Landlord and the Tenant named below, and is of space in the Building described below.

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AMENDMENT NO. 5 TO CREDIT AGREEMENT
Credit Agreement • November 2nd, 2016 • Enova International, Inc. • Personal credit institutions • New York

This AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Amendment”), dated as of September 30, 2016, is by and among ENOVA INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the Guarantors (as defined in the Credit Agreement), the Required Lenders (as defined in the Credit Agreement) and JEFFERIES FINANCE LLC, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).

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SEPARATION AGREEMENT BY AND AMONG CASH AMERICA INTERNATIONAL, INC. AND ENOVA INTERNATIONAL, INC. Dated as of , 2012
Separation Agreement • April 13th, 2012 • Enova International, Inc. • Personal credit institutions • Texas

THIS SEPARATION AGREEMENT (this “Agreement”) is entered into as of , 2012, by and between Cash America International, Inc., a Texas corporation (“Parent”), and Enova International, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Enova” and, together with Parent, the “parties”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Article I hereof.

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ENOVA INTERNATIONAL, INC. SECOND AMENDED AND RESTATED FOR GRANT OF RESTRICTED STOCK UNITS
Enova International, Inc. • February 27th, 2019 • Personal credit institutions • Illinois

This Second Amended and Restated 2014 Long-Term Incentive Plan Award Agreement for Grant of Restricted Stock Units (the “Agreement”) is entered into by and between Enova International, Inc. (the “Company”) and [ ] (“Associate”).

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TAX SHARING AGREEMENT BY AND BETWEEN CASH AMERICA INTERNATIONAL, INC. AND ENOVA INTERNATIONAL, INC. Dated as of , 2012
Tax Sharing Agreement • April 13th, 2012 • Enova International, Inc. • Personal credit institutions • Texas

This TAX SHARING AGREEMENT (the “Agreement”) is dated as of , 2012, by and between Cash America International, Inc. (“Parent”), a Texas corporation and Enova International, Inc. (“Enova”), a Delaware corporation.

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STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN CASH AMERICA INTERNATIONAL, INC. AND ENOVA INTERNATIONAL, INC. Dated as of [ ]
S and Registration Rights Agreement • September 12th, 2014 • Enova International, Inc. • Personal credit institutions • Delaware

This Stockholder’s and Registration Rights Agreement (this “Agreement”) is made as of [ ] by and between Cash America International, Inc., a Texas corporation (“Cash America”), and Enova International, Inc., a Delaware corporation and wholly owned subsidiary of Cash America (“Enova”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1.01.

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SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN CASH AMERICA INTERNATIONAL, INC. AND ENOVA INTERNATIONAL, INC. Dated as of [ ], 2014
Separation and Distribution Agreement • September 12th, 2014 • Enova International, Inc. • Personal credit institutions • Texas

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of [ ], 2014, by and between Cash America International, Inc., a Texas corporation (“Parent”), and Enova International, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Enova” and, together with Parent, the “parties”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Article I hereof.

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TAX MATTERS AGREEMENT BY AND BETWEEN CASH AMERICA INTERNATIONAL, INC. AND ENOVA INTERNATIONAL, INC. Dated as of November 12, 2014
Tax Matters Agreement • November 19th, 2014 • Enova International, Inc. • Personal credit institutions

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of November 12, 2014 by and between Cash America International, Inc., a Texas corporation (“Parent”), and Enova International, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Enova”) (Parent and Enova are sometimes referred to together as the “Companies” and, as the context requires, individually as the “Company”).

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FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND INDEMNITY AGREEMENT
Loan and Security Agreement and Indemnity Agreement • October 29th, 2021 • Enova International, Inc. • Personal credit institutions

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND INDEMNITY AGREEMENT (this “Amendment”), dated as of September 15, 2021, is entered into by and among EFR 2018-1, LLC, a Delaware limited liability company (“Borrower”), each of the Lenders (as defined in the Loan Agreement) signatory hereto, and PACIFIC WESTERN BANK, as administrative, payment and collateral agent for the Secured Parties (as defined in the Loan Agreement) (in such capacities, “Agent”).

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CASH AMERICA INTERNATIONAL, INC. Fort Worth, Texas 76102
Separation Agreement • July 31st, 2014 • Enova International, Inc. • Personal credit institutions • Illinois

This letter agreement and release of claims (this “Agreement”) sets forth the terms and conditions governing (i) your continued employment with Enova Financial Holdings, LLC (“Enova”), (ii) the termination of your employment relationship with Enova, and any relationship with Cash America International, Inc. (“CAI”), Enova International, Inc., and all of their affiliates and subsidiaries (collectively, the “Company”), and (iii) your release of the Company and related parties. Additionally, it is agreed that this Agreement sets forth the entire agreement between you and the Company (the “Parties”) and its predecessors, directors, officers, employees, agents and representatives relating to the separation of your employment.

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ENOVA INTERNATIONAL, INC. as Issuer the Guarantors party hereto and COMPUTERSHARE TRUST COMPANY, N.A. as Trustee Indenture Dated as of September 19, 2018 8.500% Senior Notes Due 2025
Indenture • October 31st, 2018 • Enova International, Inc. • Personal credit institutions • New York

INDENTURE, dated as of September 19, 2018, between ENOVA INTERNATIONAL, INC., a Delaware corporation, as the Company, the Guarantors party hereto and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee.

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Secured Revolving Loan Facility LOAN AND SECURITY AGREEMENT Among EFR 2018-2, LLC, as Borrower, CREDIT SUISSE AG, New York Branch, as Agent and Managing Agent, and THE LENDER GROUPS PARTY HERETO FROM TIME TO TIME Dated as of October 23, 2018
Loan and Security Agreement • February 27th, 2019 • Enova International, Inc. • Personal credit institutions • New York

THIS LOAN AND SECURITY AGREEMENT (the “Agreement”) dated as of October 23, 2018, is entered into by and between EFR 2018-2, LLC, a Delaware limited liability company (“Borrower”), the Conduit Lenders (as hereinafter defined) from time to time parties hereto, the Lenders (as hereinafter defined) from time to time parties hereto, the Managing Agents (as hereinafter defined) from time to time parties hereto, and CREDIT SUISSE AG, New York Branch (“Credit Suisse”), as administrative, payment and collateral agent for the Secured Parties (as hereinafter defined) (in such capacities, “Agent”).

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NOTE PURCHASE AGREEMENT+
Note Purchase Agreement • June 13th, 2016 • Enova International, Inc. • Personal credit institutions • New York

NOTE PURCHASE AGREEMENT, dated as of January 15, 2016 (this “Agreement”), by and among Enova Lending Services, LLC, as master servicer (the “Master Servicer”), EFR 2016-1, LLC, as issuer (the “Issuer”), Jefferies Funding LLC (“Jefferies”), as administrative agent (in such capacity, the “Administrative Agent”), as an Initial Term Note Noteholder and as a Variable Funding Note Noteholder, WF 18, LLC (“Waterfall”), as an Initial Term Note Noteholder and as a Variable Funding Note Noteholder, Fortress Credit Co LLC (“Fortress”), as an Initial Term Note Noteholder and as a Variable Funding Note Noteholder (such Initial Term Note Noteholders and Variable Funding Note Noteholders, collectively, the “Initial Noteholders”), and any other party that becomes a Variable Funding Note Noteholder and party hereto after the date hereof.

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ENOVA INTERNATIONAL, INC. FOR SPECIAL GRANT OF RESTRICTED STOCK UNITS
Term Incentive Plan Award Agreement • April 13th, 2012 • Enova International, Inc. • Personal credit institutions • Illinois

This Long-Term Incentive Plan Award Agreement for Special Grant of Restricted Stock Units (the “Agreement”) is entered into as of the day of , 2012, by and between Enova International, Inc. (the “Company”) and (“Director”).

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Amendment No. 3 to Credit Agreement
Credit Agreement • February 24th, 2023 • Enova International, Inc. • Personal credit institutions

This Amendment No. 3 to Credit Agreement (this “Amendment”) is entered into as of November 18, 2022, by and among OnDeck Receivables 2021, LLC, a Delaware limited liability company, as company (the “Borrower”), the lenders from time to time parties hereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”) and Deutsche Bank Trust Company Americas, as paying agent (in such capacity, the “Paying Agent”).

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FIFTH AMENDMENT+
Enova International, Inc. • February 24th, 2017 • Personal credit institutions • New York

This FIFTH AMENDMENT, which is signed as of the date specified on the first signature page hereto and effective as of the dates specified in Section 2 hereof (this “Amendment”), is by and between EFR 2016-1, LLC (the “Issuer”) and Bankers Trust Company, in its capacity as indenture trustee and securities intermediary (the “Indenture Trustee”). Whenever used in this Amendment and unless the context requires a different meaning, capitalized terms used herein and not otherwise expressly defined herein shall have the meanings assigned to such terms in Part I of Appendix A to the Indenture, dated as of January 15, 2016, by and between the Issuer and the Indenture Trustee (as amended, restated, supplemented or otherwise modified, the “Indenture”).

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FOURTH SUPPLEMENTAL INDENTURE dated as of September 1, 2017 among ENOVA INTERNATIONAL, INC., The Guarantor Party Hereto and COMPUTERSHARE TRUST COMPANY, N.A.,
Fourth Supplemental Indenture • September 8th, 2017 • Enova International, Inc. • Personal credit institutions • New York

THIS FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of September 1, 2017, among ENOVA INTERNATIONAL, INC., a Delaware corporation (the “Company”), CNU of Iowa, LLC, a Delaware limited liability company (the “Undersigned”) and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE TRUST COMPANY OF CANADA, as successor trustee to U.S. Bank National Association (the “Trustee”).

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AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT+ dated as of October 20, 2017 between ENOVA FINANCE 5, LLC, as Purchaser, and ENOVA INTERNATIONAL, INC., as Seller
Receivables Purchase Agreement • February 26th, 2018 • Enova International, Inc. • Personal credit institutions • New York

+Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Securities and Exchange Commission.

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FIRST OMNIBUS AMENDMENT+ July 26, 2016
Enova International, Inc. • November 2nd, 2016 • Personal credit institutions • New York

This FIRST OMNIBUS AMENDMENT, dated as of the date hereof (this “Amendment”) is by and among Enova International Inc., Enova Finance 5, LLC, NetCredit Loan Services, LLC (f/k/a Enova Lending Services, LLC), EFR 2016-1, LLC (the “Issuer”), Bankers Trust Company, in its capacity as indenture trustee and securities intermediary (the “Indenture Trustee”), First Associates Loan Servicing LLC (“First Associates”), Jefferies Funding LLC, WF 18, LLC and Drawbridge Special Opportunities Fund LP. Whenever used in this Amendment and unless the context requires a different meaning, capitalized terms used herein and not otherwise expressly defined herein shall have the meanings assigned to such terms in Part I of Appendix A to the Indenture dated as of January 15, 2016 by and between the Issuer and the Indenture Trustee.

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