EXHIBIT A MARKED VERSION REFLECTING CHANGES PURSUANT TO LIMITED WAIVER AND EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 5th, 2023 • Unifund Financial Technologies, Inc. • Short-term business credit institutions • New York
This CREDIT AGREEMENT (as it may from time to time be amended, modified, supplemented and/or restated, this “Agreement”) is made and entered into as of June 11, 2021, by and among the lenders from time to time party hereto (“the “Lenders”), CCP AGENCY, LLC, a Delaware limited liability company (in its individual capacity, “Comvest”), as the Agent (as defined below) for all Lenders, UNIFUND CCR, LLC, an Ohio limited liability company (the “Borrower”), UNIFUND HOLDINGS, LLC, a Delaware limited liability company (“Holdings”) and acknowledged and agreed to by CREDIT CARD RECEIVABLES FUND INCORPORATED, an Ohio corporation (“CCRF”) and ZB LIMITED PARTNERSHIP, a Delaware limited partnership (“ZB”; ZB, together with CCRF, collectively, the “Parent”) and sole beneficial equity holders of Holdings and the Borrower and each of the other Loan Parties party hereto.
JOINDER AGREEMENTJoinder Agreement • September 5th, 2023 • Unifund Financial Technologies, Inc. • Short-term business credit institutions
This Joinder Agreement, dated as of January 26, 2023, is made between Distressed Asset Portfolio IV, LLC, an Ohio limited liability company with an office at 10625 Techwoods Circle, Cincinnati OH 45242 (“DAP IV”), and [●], a natural person (“Investor” and, together with DAP IV, the “Parties”).
CLASS B SHARES TRANSFER AGREEMENT AND PROMISSORY NOTEShares Transfer Agreement • September 5th, 2023 • Unifund Financial Technologies, Inc. • Short-term business credit institutions
THIS CLASS B SHARES SERIES MEMBERSHIP INTEREST TRANSFER AGREEMENT AND PROMISSORY NOTE (this “Agreement”) is made and entered into on May 7th 2023 by and among Belay Associates, LLC (the “Transferor”), Everest Consolidator Master Fund I, LLC (the “Transferee”), Everest Consolidator Sponsor, LLC (the “Company”) and Belay Associates, LLC, in its capacity as Managing Member of the Company.
ContractUnifund Financial Technologies, Inc. • September 5th, 2023 • Short-term business credit institutions • Ohio
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION. IF RELYING ON SUCH AN EXEMPTION, THE NOTEHOLDER MUST SUBMIT TO THE BORROWER A FAVORABLE OPINION OF COUNSEL SATISFACTORY TO THE BORROWER, OR ANY SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE BORROWER, TO THE EFFECT THAT THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OF ANY OTHER APPLICABLE JURISDICTION.
SERVICES AGREEMENTServices Agreement • September 5th, 2023 • Unifund Financial Technologies, Inc. • Short-term business credit institutions • Ohio
This SERVICES AGREEMENT (this "Agreement") is made by and between Unifund CCR, LLC, an Ohio limited liability company (together with its successors and assigns, "Unifund"), and Payee, LLC an Ohio limited liability company ("Payee"), as of April 9, 2021 (the "Effective Date").
LIMITED WAIVER AND EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 5th, 2023 • Unifund Financial Technologies, Inc. • Short-term business credit institutions • New York
THIS LIMITED WAIVER AND EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of August 30, 2023, by and among UNIFUND CCR, LLC, an Ohio limited liability company (the “Borrower”), UNIFUND HOLDINGS, LLC, a Delaware limited liability company (“Holdings”) and acknowledged and agreed to by CREDIT CARD RECEIVABLES FUND INCORPORATED, an Ohio corporation (“CCRF”) and ZB LIMITED PARTNERSHIP, a Delaware limited partnership (“ZB”; ZB, together with CCRF, collectively, the “Parent”), the other Loan Parties party hereto, CCP AGENCY, LLC, a Delaware limited liability company, in its capacity as administrative agent (the “Agent”) for the Lenders, and the Lenders party hereto.
THIRD AMENDED AND RESTATED SERVICE AGREEMENT between UNIFUND CCR, LLC and PAYCE, LLC dated as of January 1, 2019 THIRD AMENDED AND RESTATED SERVICE AGREEMENTService Agreement • September 5th, 2023 • Unifund Financial Technologies, Inc. • Short-term business credit institutions • Ohio
This Third Amended and Restated Service Agreement, dated as of Januay 1, 2019 (this "Agreement"), is entered into between Unifund CCR, LLC, an Ohio limited liability company ("Unifund"), and Payce, LLC, a Delaware limited liability company ("Payce").
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 5th, 2023 • Unifund Financial Technologies, Inc. • Short-term business credit institutions • New York
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of August 21, 2023, by and among UNIFUND CCR, LLC, an Ohio limited liability company (the “Borrower”), UNIFUND HOLDINGS, LLC, a Delaware limited liability company (“Holdings”) and acknowledged and agreed to by CREDIT CARD RECEIVABLES FUND INCORPORATED, an Ohio corporation (“CCRF”) and ZB LIMITED PARTNERSHIP, a Delaware limited partnership (“ZB”; ZB, together with CCRF, collectively, the “Parent”), the other Loan Parties party hereto, CCP AGENCY, LLC, a Delaware limited liability company, in its capacity as administrative agent (the “Agent”) for the Lenders, and the Lenders party hereto.
