MARLIN INTERMEDIATE HOLDINGS PLC, as Issuer MARLIN FINANCIAL GROUP LIMITED, as MFG and as a Guarantor MARLIN FINANCIAL INTERMEDIATE LIMITED, as MFI and as a Guarantor MARLIN FINANCIAL INTERMEDIATE II LIMITED, as the Company and as a Guarantor THE...Additional Intercreditor Agreement • February 25th, 2014 • Encore Capital Group Inc • Short-term business credit institutions • New York
INDENTURE dated as of July 25, 2013 among MARLIN INTERMEDIATE HOLDINGS PLC, a public limited company incorporated in England and Wales with its registered office at Marlin House, 16-22 Grafton Road, Worthing, West Sussex, United Kingdom, BN11 1QP (the “Issuer”), MARLIN FINANCIAL GROUP LIMITED, a private limited company organized under the laws of England and Wales (together with its successors and assigns, “MFG”), MARLIN FINANCIAL INTERMEDIATE LIMITED, a private limited company organized under the laws of England and Wales (together with its successors and assigns, “MFI”), MARLIN FINANCIAL INTERMEDIATE II LIMITED, a private limited company organized under the laws of England and Wales (together with its successors and assigns, the “Company”), certain subsidiaries of the Company from time to time parties hereto, THE BANK OF NEW YORK MELLON, LONDON BRANCH, as trustee (the “Trustee”), THE BANK OF NEW YORK MELLON, LONDON BRANCH, as principal paying agent and transfer agent (the “Principal
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 25th, 2014 • Encore Capital Group Inc • Short-term business credit institutions • New York
THIS SECOND AMENDED AND RESTATED AGREEMENT (this “Agreement”) is made and entered into as of February 25, 2014, by and among ENCORE CAPITAL GROUP, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as collateral agent for the Secured Parties, as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).
December 16, 2013 To: Encore Capital Group, Inc. San Diego, California 92108 Attn: Paul Grinberg, Chief Financial Officer Telephone: 858-309-6904 Facsimile: 858-309-6977 From: Société Générale New York, NY 10167 Re: Amendment to Warrant TransactionsLetter Agreement • February 25th, 2014 • Encore Capital Group Inc • Short-term business credit institutions • New York
This letter agreement (this “Amendment”) amends the letter agreement re: Base Issuer Warrant Transaction, between Société Générale (“Dealer”) and Encore Capital Group, Inc. (“Issuer”), dated November 20, 2012 (such letter agreement, the “Base Warrant Confirmation” and the “Transaction” as defined therein, the “Base Warrant Transaction”), and the letter agreement re: Additional Issuer Warrant Transaction, between Dealer and Issuer, dated December 6, 2012 (such letter agreement, the “Additional Warrant Confirmation” and together with the Base Warrant Confirmation, the “Confirmations,” and the “Transaction” as defined in the Additional Warrant Confirmation, the “Additional Warrant Transaction” and together with the Base Warrant Transaction, the “Transactions”), as set forth below. Any capitalized term used but not defined herein shall have the meaning assigned thereto in the Base Warrant Confirmation or the Additional Warrant Confirmation, as the context shall require.
Share Sale and Purchase Agreement relating to Marlin Financial Group Limited Dated The Sellers (1) Cabot Financial Holdings Group Limited (2)Encore Capital Group Inc • February 25th, 2014 • Short-term business credit institutions
Dated February 19, 2014 FIRST SUPPLEMENTAL INDENTURE TO THE INDENTURE DATED AS OF JULY 25, 2013 £150,000,000 10.5% SENIOR SECURED NOTES DUE 2020 between MARLIN INTERMEDIATE HOLDINGS PLC as Issuer MARLIN FINANCIAL INTERMEDIATE II LIMITED as Company...First Supplemental Indenture • February 25th, 2014 • Encore Capital Group Inc • Short-term business credit institutions • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of February 19, 2014 (the “Supplemental Indenture”), by and among MARLIN INTERMEDIATE HOLDINGS PLC, a public limited company incorporated in England and Wales with its registered office at Marlin House, 16-22 Grafton Road, Worthing, West Sussex, United Kingdom, BN11 1QP (the “Issuer”), MARLIN FINANCIAL INTERMEDIATE II LIMITED, a private limited company organized under the laws of England and Wales (the “Company”), CABOT FINANCIAL LIMITED, a private limited company incorporated in England and Wales with its registered office at 1 King’s Hill Avenue, King’s Hill, West Malling, Kent, ME19 4UA (the “CFL”), the Guarantors (as defined in the Indenture referred to herein) and THE BANK OF NEW YORK MELLON, LONDON BRANCH, as trustee (the “Trustee”).
AMENDMENT NO. 2 Dated as of February 25, 2014 to SECOND AMENDED AND RESTATED SENIOR SECURED NOTE PURCHASE AGREEMENT Dated as of May 9, 2013Note Purchase Agreement • February 25th, 2014 • Encore Capital Group Inc • Short-term business credit institutions • New York
THIS AMENDMENT NO. 2 (“Amendment”) is made as of February 25, 2014 by and among Encore Capital Group, Inc. (the “Company”) and the undersigned holders of Notes (the “Noteholders”). Reference is made to that certain Second Amended and Restated Senior Secured Note Purchase Agreement, dated as of May 9, 2013, between the Company, on the one hand, and the Purchasers named therein, on the other hand (as amended by that certain Amendment No. 1 to Second Amended and Restated Senior Secured Note Purchase Agreement, dated as of May 29, 2013, as the same may be further amended, supplemented or otherwise modified from time to time, the “Note Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Note Agreement.
AMENDMENT NO. 1 TO AMENDED AND RESTATED GUARANTYGuaranty • February 25th, 2014 • Encore Capital Group Inc • Short-term business credit institutions • New York
AMENDMENT NO. 1 TO AMENDED AND RESTATED GUARANTY (this “Amendment”) is made as of February 25, 2014, by and among certain Subsidiaries of ENCORE CAPITAL GROUP, INC., a Delaware corporation (“Borrower”), party to the Guaranty (as defined below) (each individually, a “Guarantor” and collectively, the “Guarantors”; the Guarantors together with Borrower are each referred to herein individually as a “Loan Party” and collectively as the “Loan Parties”), and SUNTRUST BANK, as administrative agent (the “Administrative Agent”) for the Lenders party to that certain Amended and Restated Credit Agreement, dated as of November 5, 2012, by and among the Borrower, the Lenders and SunTrust Bank, in its capacity as Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender (as amended by that certain Amendment No. 1 and Limited Waiver to Amended and Restated Credit Agreement, dated as of May 9, 2013 and that certain Amendment No. 2 to Amended and Restated Credit Agreement, dated as of Ma
