[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(B)(10). SUCH EXCLUDED INFORMATION IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
AMENDMENT NO. 3 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this Amendment), dated as of November 13, 2020 (the Effective Date) to that certain Amended and Restated Revolving Credit Agreement, dated as of January 31, 2020 (as amended, restated supplemented or otherwise modified prior to the date hereof, the Existing Credit Agreement and, as amended by this Amendment, the Amended Credit Agreement), among Opportunity Funding SPE III, LLC (the Borrower), Opportunity Financial, LLC (the Company), as originator (in such capacity, the Originator), as servicer (in such capacity, the Servicer), as a guarantor (in such capacity, a Guarantor) and as a Seller (in such capacity, a Seller), OppWin, LLC (OppWin), as a Seller (in such capacity, a Seller) and as a guarantor (in such capacity, a Guarantor), OppFi Management Holdings, LLC as a guarantor (in such capacity, a Guarantor; the Borrower, the Company, the Servicer, the Originator, each Guarantor and each Seller, collectively, the Credit Parties), Ares Agent Services, L.P., as Administrative Agent (in such capacity, the Administrative Agent) and as Collateral Agent (in such capacity, the Collateral Agent and together with the Administrative Agent, the Agents), and the Lenders parties thereto from time to time (the Lenders and each, individually, a Lender).
WHEREAS, the Credit Parties, the Administrative Agent and the Lenders entered into the Existing Credit Agreement whereby the Lenders agreed to extend a revolving credit facility (the Facility) to the Borrower and the Borrower agreed to secure its Obligations under the Existing Credit Agreement by granting to the Collateral Agent, for the benefit of the Secured Parties, a first priority Lien on all of its assets;
WHEREAS, the Borrower has notified the Agent that a Tier 2 Collateral Performance Trigger has occurred as a result of the Cumulative Net Loss Rate with respect to the Vintage Pools for Q4 2015, Q2 2016, Q3 2016, Q4 2016, and Q2 2017 exceeding the applicable Cumulative Net Loss Tier 2 Collateral Performance Trigger set forth in Appendix E-2 to the Credit Agreement (the Specified Trigger Event);
WHEREAS, the parties hereto desire to amend the Existing Credit Agreement on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereto hereby agree as follows:
1. Definitions. Capitalized terms that are used in this Amendment (including the recitals hereto, which are herein incorporated) but are not defined herein shall have the meanings set forth in the Amended Credit Agreement, unless otherwise stated.