INDEMNITY AGREEMENTIndemnity Agreement • July 21st, 2023 • Unifund Financial Technologies, Inc. • Short-term business credit institutions • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 5, 2023, by and between Everest Consolidator Acquisition Corporation, a Delaware corporation (the “Company”), and Rebecca Macieira-Kaufmann (the “Indemnitee”).
Everest Consolidator Acquisition Corporation Newport Beach, CA 92660 BofA Securities, Inc. One Bryant Park New York, NY 10036 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 21st, 2023 • Unifund Financial Technologies, Inc. • Short-term business credit institutions
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Everest Consolidator Acquisition Corporation, a Delaware corporation (the “Company”), and BofA Securities, Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
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.
LOAN AGREEMENT DATED AS OF SEPTEMBER 28, 2017 BETWEEN TECHWOODS HOLDINGS, LLC, as Borrower and GR 2002 TRUST, as LenderLoan Agreement • July 21st, 2023 • Unifund Financial Technologies, Inc. • Short-term business credit institutions • New York
THIS LOAN AGREEMENT dated as of September 28, 2017 by and between TECHWOODS HOLDINGS, LLC, an Ohio limited liability company (the “Borrower”), and GR 2002 TRUST, a trust organized under the laws of Deleware (the “Lender”).
JOINT INVESTMENT AGREEMENTJoint Investment Agreement • July 21st, 2023 • Unifund Financial Technologies, Inc. • Short-term business credit institutions • New York
THIS JOINT INVESTMENT AGREEMENT (this “Agreement”) is made as of MARCH 31, 2023, between FLOCK FINANCIAL, LLC, a Delaware limited liability company (the “Company”), and DISTRESSED ASSET PORTFOLIO I, LLC, an Ohio limited liability company (“SPV” or the “Client”). The Company and SPV are each referred to as a “Party” and collectively constitute the “Parties” to this Agreement.
PROMISSORY NOTEPromissory Note • July 21st, 2023 • Unifund Financial Technologies, Inc. • Short-term business credit institutions • Delaware
THIS AGREEMENT is entered into this 7th day of May 2023 (the "Effective Date"), by and among Everest Consolidator Sponsor, LLC, a limited liability company (hereinafter referred to as the "Transferor"), and Everest Consolidator Acquisition Corporation, a corporation (hereinafter referred to as the "Transferee").
FORBEARANCE AGREEMENT AND NINTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 13th, 2024 • 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.
LIMITED WAIVER AND FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 21st, 2023 • Unifund Financial Technologies, Inc. • Short-term business credit institutions • New York
THIS LIMITED WAIVER AND FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of May 16, 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.
FORWARD FLOW DEBT SALE AGREEMENTForward Flow Debt Sale Agreement • July 21st, 2023 • Unifund Financial Technologies, Inc. • Short-term business credit institutions • Nebraska
This Forward Flow Debt Sale Agreement (“Agreement”) is made this 26th day of September, 2022, (“Effective Date”) by and between First National Bank of Omaha, a national banking association having its principal office at 1620 Dodge Street, Omaha, Nebraska 68197 (“Seller”), and Distressed Asset Portfolio III, LLC, having a principal place of business at 10625 Techwoods Circle, Cincinnati, OH 45242 (“Buyer”).
AGREEMENT FOR THE SUPPLY OF SERVICES PAYCE, LLC. AND VALUEDYNAMX, INC.Agreement • July 21st, 2023 • Unifund Financial Technologies, Inc. • Short-term business credit institutions • Delaware
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 21st, 2023 • Unifund Financial Technologies, Inc. • Short-term business credit institutions • New York
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July 17, 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.
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").
SECURITY AGREEMENTSecurity Agreement • July 21st, 2023 • Unifund Financial Technologies, Inc. • Short-term business credit institutions • New York
THIS SECURITY AGREEMENT is executed as of this 31th of March, 2023 by and between DISTRESSED ASSET PORTFOLIO I, LLC, an Ohio limited liability company (“SPV” or “Debtor”) on the one hand, and FLOCK FINANCIAL, LLC, a Delaware limited liability company, on the other hand (hereinafter “Secured Party”).
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").
CONTINUING GUARANTYContinuing Guaranty • July 21st, 2023 • Unifund Financial Technologies, Inc. • Short-term business credit institutions • New York
This CONTINUING GUARANTY (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), dated as of June 11, 2021, is executed and delivered by (i) UNIFUND HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), (ii) CREDIT CARD RECEIVABLES FUND INCORPORATED, an Ohio corporation (“CCRF”), (iii) ZB LIMITED PARTNERSHIP, a Delaware limited partnership (“ZB”; ZB, together with CCRF, “Parent”), (iv) Unifund CCR Partners, a New York general partnership, (v) Vintage Receivables LLC, an Ohio limited liability company, (vi) Unifund Portfolio A, LLC, an Ohio limited liability company, (vii) Unifund Portfolio B, LLC, an Ohio limited liability company, (viii) Unifund Portfolio GER, LLC, an Ohio limited liability company, (ix) Recovery Decision Science, LLC, an Ohio limited liability company, (x) Unipac V, LLC, an Ohio limited liability company, (xi) Unipac IX, LLC, an Ohio limited liability company, (xii) Unipac VI Holdings, LLC, an Ohio limited liability
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.
IRREVOCABLE LETTER OF CREDIT REIMBURSEMENT AGREEMENTCredit Reimbursement Agreement • July 21st, 2023 • Unifund Financial Technologies, Inc. • Short-term business credit institutions
THIS IRREVOCABLE LETTER OF CREDIT REIMBURSEMENT AGREEMENT (the "Agreement") is made as of August 27, 2019 (the "Effective Date") between UNIFUND CCR, LLC, an Ohio limited liability company (herein "Borrower") and REPUBLIC BANK & TRUST COMPANY, a Kentucky banking corporation (herein "Lender"), with an address of 601 West Market Street, Louisville, Kentucky 40202.
WAIVER and consent to business combination agreement and PLAN OF mergerBusiness Combination Agreement and Plan of Merger • May 13th, 2024 • Unifund Financial Technologies, Inc. • Short-term business credit institutions
This WAIVER AND CONSENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER (this “Waiver”), dated as of February 25, 2024, is made by and among Unifund Holdings, LLC, a Delaware limited liability company on behalf of the Target Companies and the Acquisition Entities (“Holdings”), Everest Consolidator Acquisition Corporation, a Delaware corporation (the “SPAC”), and Everest Consolidator Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).
COLLATERAL AGREEMENTCollateral Agreement • July 21st, 2023 • Unifund Financial Technologies, Inc. • Short-term business credit institutions • New York
THIS COLLATERAL AGREEMENT, dated as of June 11, 2021 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), by and among (a) Unifund CCR, LLC, an Ohio limited liability company (the "Borrower"), (b) Unifund Holdings, LLC, a Delaware limited liability company ("Holdings"), (c) Credit Card Receivables Fund Incorporated, an Ohio corporation ("CCRF"), ZB Limited Partnership, a Delaware limited partnership ("ZB"; ZB, together with CCRF, the "Parent"), (d) the other "Grantors" signatory hereto, (d) any and all Additional Grantors (as defined below) who may become a party to this Agreement from time to time (the Borrower, Holdings, the Parent such other "Grantors" and such Additional Grantors are each hereinafter referred to as a "Grantor" and collectively as the "Grantors"), (e) the "Loan Party Issuers" from time to time party hereto and (e) CCP Agency, LLC, a Delaware limited liability company, as Agent (as defined in the Credit Agreement defined bel
