Supplemental Indenture, dated as of October 4, 2023 to Indenture dated as of September 19, 2018, by and among Enova International, Inc., each of the guarantors party thereto and Computershare Trust Company, N.A., as trustee of 8.500% Senior Notes due 2025
Exhibit 4.9
ENOVA INTERNATIONAL, INC.,
as Issuer,
GUARANTORS PARTY HERETO
and
COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee
SUPPLEMENTAL INDENTURE
Dated as of October 4, 2023
to
Indenture
Dated as of September 19, 2018
8.500% Senior Notes due 2025
This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 4, 2023, is entered into by and among ENOVA INTERNATIONAL, INC., a Delaware corporation (the “Company”), each of the guarantors listed on the signature pages hereto (the “Guarantors”), and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee (the “Trustee”), under the Indenture, dated as of September 19, 2018, (as heretofore amended, supplemented, or modified, the “Indenture”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Indenture.
WITNESSETH:
WHEREAS, the Company has issued its 8.500% Senior Notes due 2025 (the “Notes”) pursuant to the Indenture;
WHEREAS, Section 9.02 of the Indenture provides that, with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes, the Company and the Trustee may amend the Indenture, subject to certain exceptions that are not applicable to the amendments to the Indenture to be effected by this Supplemental Indenture (the “Proposed Amendments”);
WHEREAS, pursuant to the Company’s Consent Solicitation Statement, dated September 26, 2023 (the “Consent Solicitation Statement”), the Company has solicited (the “Consent Solicitation”), and received, consents from Holders of at least a majority in aggregate principal amount of the outstanding Notes (the “Requisite Consents”) to the Proposed Amendments;
WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized by the parties hereto, and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with; and
WHEREAS, the Company hereby requests that the Trustee join in the execution and delivery of this Supplemental Indenture, and the Company has delivered to the Trustee evidence of the receipt of the Requisite Consents to the Proposed Amendments provided for herein.
NOW THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE ONE
AMENDMENTS
SECTION 1.1 Amendments.
(a) Section 1.01 of the Indenture is hereby amended by adding in alphabetical order the definition of “Tangible Common Equity” so that such definition reads, in its entirety, as follows:
““Tangible Common Equity” of any Person as of any date of determination means Total common stockholders’ equity minus goodwill and intangible assets as of the most recent fiscal quarter end for which a consolidated balance sheet of such Person and its Restricted Subsidiaries is available.”
(b) Section 1.01 of the Indenture is hereby amended by adding in alphabetical order the definition of “Debt to Tangible Common Equity Ratio” so that such definition reads, in its entirety, as follows:
““Debt to Tangible Common Equity Ratio” means Total Indebtedness divided by Tangible Common Equity.”
(c) Section 1.01 of the Indenture is hereby amended by adding in alphabetical order the definition of “Total Indebtedness” so that such definition reads, in its entirety, as follows:
““Total Indebtedness” of any Person as of any date of determination means Long-term debt (which includes the current portion thereof) as of the most recent fiscal quarter end for which a consolidated balance sheet of such Person and its Restricted Subsidiaries is available.”
(d) The Indenture is hereby amended by amending and restating Section 4.06(b)(10) in its entirety to the text set forth below:
“(10) Restricted Payments in an amount which, at the time taken and when taken together with all Restricted Payments previously made pursuant to this clause (10) and then outstanding, does not exceed $200.0 million; so long as, immediately after giving pro forma effect to the making of such Restricted Payment, the Debt to Tangible Common Equity Ratio of the Company does not exceed 4.5 to 1.0.”
ARTICLE TWO
EFFECTIVENESS
SECTION 2.1 Effective Date. This Supplemental Indenture will become effective and binding on the Company, the Guarantors, the Trustee and every Holder of the Notes heretofore or hereafter authenticated and delivered under the Indenture immediately upon the execution of this Supplemental Indenture by the parties hereto, but the Proposed Amendments shall not become operative except as set forth in Section 2.2 hereof.
SECTION 2.2 Operative Time. The Proposed Amendments shall become operative upon the payment in full of the Consent Fee (as defined in the Consent Solicitation Statement) to each of the Holders entitled to receive such payment pursuant to the Consent Solicitation Statement.
ARTICLE THREE
MISCELLANEOUS
SECTION 3.1 Effect of Supplemental Indenture. Except as amended hereby, all of the terms of the Indenture shall remain and continue in full force and effect and are hereby confirmed in all respects. From and after the date of this Supplemental Indenture, all references to the Indenture (whether in the Indenture or in any other agreements, documents or instruments) shall be deemed to be references to the Indenture as amended and supplemented by this Supplemental Indenture. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
SECTION 3.2 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
SECTION 3.3 The Trustee. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.
SECTION 3.4 Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.
SECTION 3.5 Supplemental Indenture Part of Indenture. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
SECTION 3.6 Counterparts. This Supplemental Indenture may be executed by one or more of the parties to this Supplemental Indenture on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to be an original and shall constitute one
and the same instrument. The words “execute,” “execution,” “signed,” “signature,” and words of like import in this Supplemental Indenture shall be deemed to include transmission by facsimile or electronic communications (including “.pdf” or “.tif” files), electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
SECTION 3.7 Headings. The headings of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.
ENOVA INTERNATIONAL, INC., as Issuer
By:
Name: Steve Cunningham
Title: Chief Financial Officer
GUARANTORS:
AEL NET MARKETING, LLC
a Delaware limited liability company
AEL NET OF MISSOURI, LLC
a Delaware limited liability company
CashEuroNet UK, LLC
a Delaware limited liability company
CASHNETUSA OF FLORIDA, LLC
a Delaware limited liability company
CNU Global-1, LLC
a Delaware limited liability company
CNU Global-2, LLC
a Delaware limited liability company
CNU OF ALASKA, LLC
a Delaware limited liability company
CNU OF ARIZONA, LLC
a Delaware limited liability company
CNU OF CALIFORNIA, LLC
a Delaware limited liability company
CNU OF COLORADO, LLC
a Delaware limited liability company
CNU OF DELAWARE, LLC
a Delaware limited liability company
CNU OF FLORIDA, LLC
a Delaware limited liability company
CNU OF ILLINOIS, LLC
a Delaware limited liability company
CNU OF IOWA, LLC
a Delaware limited liability company
CNU OF INDIANA, LLC
a Delaware limited liability company
CNU OF HAWAII, LLC
a Delaware limited liability company
CNU OF MAINE, LLC
a Delaware limited liability company
CNU OF MICHIGAN, LLC
a Delaware limited liability company
CNU OF MINNESOTA, LLC
a Delaware limited liability company
CNU OF MISSISSIPPI, LLC
a Delaware limited liability company
CNU OF MISSOURI, LLC
a Delaware limited liability company
CNU OF MONTANA LLC
a Delaware limited liability company
CNU OF NEVADA, LLC
a Delaware limited liability company
CNU OF NEW HAMPSHIRE, LLC
a Delaware limited liability company
CNU OF NEW MEXICO, LLC
a Delaware limited liability company
CNU OF NORTH DAKOTA, LLC
a Delaware limited liability company
CNU OF OHIO, LLC
a Delaware limited liability company
CNU OF OKLAHOMA, LLC
a Delaware limited liability company
CNU OF OREGON, LLC
a Delaware limited liability company
CNU OF RHODE ISLAND, LLC
a Delaware limited liability company
CNU OF SOUTH CAROLINA, LLC
a Delaware limited liability company
CNU OF TENNESSEE, LLC
a Delaware limited liability company
CNU OF WASHINGTON, LLC
a Delaware limited liability company
CNU OF WISCONSIN, LLC
a Delaware limited liability company
CNU OF WYOMING, LLC
a Delaware limited liability company
CNU TECHNOLOGIES OF IOWA, LLC
a Delaware limited liability company
DOLLARS DIRECT, LLC
a Delaware limited liability company
ENOVA BRAZIL, LLC
a Delaware limited liability company
ENOVA INTERNATIONAL GEC, LLC
a Delaware limited liability company
ENOVA SMB, LLC
a Delaware limited liability company
By: CNU ONLINE HOLDINGS, LLC
Its: Member
By: Name: Steve Cunningham
Title: Vice President
GUARANTORS:
ALIGN INCOME SHARE FUNDING LLC
a Delaware limited liability company
ALIGN MINT, LLC
a Delaware limited liability company
BILLERS ACCEPTANCE GROUP, LLC
a Delaware limited liability company
THE BUSINESS BACKER, LLC
a Delaware limited liability company
CASHNET CSO OF MARYLAND, LLC
a Delaware limited liability company
CNU DOLLARSDIRECT INC.
a Delaware corporation
CNU DollarsDirect Lending Inc.
a Delaware corporation
CNU OF ALABAMA, LLC
a Delaware limited liability company
CNU OF IDAHO, LLC
a Delaware limited liability company
CNU OF KANSAS, LLC
a Delaware limited liability company
CNU OF LOUISIANA, LLC
a Utah liability company
CNU OF SOUTH DAKOTA, LLC
a Delaware limited liability company
CNU OF TEXAS, LLC
a Delaware limited liability company
CNU OF UTAH, LLC
a Utah limited liability company
CNU ONLINE HOLDINGS, LLC
a Delaware limited liability company
CUMULUS FUNDING, INC.
a Delaware corporation
DEBIT PLUS, LLC
a Delaware limited liability company
ENERGY INTERMEDIATE, INC.
a Delaware corporation
ENOVA FINANCIAL HOLDINGS, LLC
a Delaware limited liability company
ENOVA ONLINE SERVICES, LLC
a Delaware limited liability company
HEADWAY CAPITAL, LLC
a Delaware limited liability company
MOBILE LEASING GROUP, INC.
a Delaware corporation
NC FINANCIAL SOLUTIONS, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF SOUTH DAKOTA, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF TEXAS, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF UTAH, LLC
a Utah limited liability company
NETCREDIT FINANCE, LLC
a Delaware limited liability company
NETCREDIT LOAN SERVICES, LLC
a Delaware limited liability company
ODK CAPITAL, LLC
a Utah limited liability company
PANGEA INTERMEDIATE, LLC
a Delaware limited liability company
PANGEA TRANSFER COMPANY, LLC
a Delaware limited liability company
TENNESSEE CNU, LLC
a Delaware limited liability company
By: Name: Steve Cunningham
Title: Vice President
GUARANTORS:
CASHNETUSA CO LLC
a Delaware limited liability company
CASHNETUSA OR LLC
a Delaware limited liability company
THE CHECK GIANT NM, LLC
a Delaware limited liability company
By: CNU of New Mexico, LLC
Its: Manager
By: CNU Online Holdings, LLC
Its: Member
By: Name: Steve Cunningham
Title: Vice President
GUARANTORS:
CREDITME, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF ALABAMA, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF ARIZONA, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF CALIFORNIA, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF DELAWARE, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF GEORGIA, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF IDAHO, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF ILLINOIS, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF MISSISSIPPI, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF MISSOURI, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF NEW MEXICO, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF NORTH DAKOTA, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF OHIO, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF SOUTH CAROLINA, LLC
a Delaware limited liability company
NC FINANCIAL SOLUTIONS OF VIRGINIA, LLC
a Utah limited liability company
NC FINANCIAL SOLUTIONS OF WISCONSIN, LLC
a Delaware limited liability company
By: NC Financial Solutions, LLC
Its: Member
By: Name: Steve Cunningham
Title: Vice President
GUARANTOR:
NC FINANCIAL SOLUTIONS OF LOUISIANA, LLC
a Utah limited liability company
By: CNU of Utah, LLC
Its: Member
By: Name: Steve Cunningham
Title: Vice President
GUARANTOR:
ENOVA DECISIONS, LLC
a Delaware limited liability company
By: Name: Steve Cunningham
Title: Secretary
GUARANTOR:
ODWS, LLC
a Delaware limited liability company
By: Name: Steve Cunningham
Title: Officer
GUARANTORS:
ENOVA CARD SERVICES, LLC
a Delaware limited liability company
ENOVA CARD HOLDCO, LLC
a Delaware limited liability company
ODX, LLC
a Delaware limited liability company
ON DECK CANADA HOLDINGS, INC.
a Delaware corporation
ON DECK CAPITAL, INC.
a Delaware corporation
By:
Name: Steve Cunningham
Title: Treasurer
GUARANTOR:
PANGEA USA, LLC
a Delaware limited liability company
By: Pangea Transfer Company, LLC
Its: Member
By:
Name: Steve Cunningham
Title: Vice President
GUARANTORS:
CNU OF VIRGINIA, LLC
a Utah limited liability company
OHIO CONSUMER FINANCIAL SOLUTIONS, LLC
a Delaware limited liability company
By:
Name: David Fisher
Title: President
GUARANTORS:
DEBIT PLUS PAYMENT SOLUTIONS, LLC
a Delaware limited liability company
DEBIT PLUS SERVICES, LLC
a Delaware limited liability company
DEBIT PLUS TECHNOLOGIES, LLC
a Delaware limited liability company
By: Debit Plus, LLC
Its: Member
By:
Name: Steve Cunningham
Title: Vice President
COMPUTERSHARE TRUST COMPANY, as Trustee
By:_______________________________________
Name:
Title:
