[***] 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. 4 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT and AMENDEMENT NO. 2 TO AMENDED AND RESTATED FEE LETTER
THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AND AMENDMENT NO. 2 TO FEE LETTER (this Amendment), dated as of December 16, 2020 (the Effective Date) to (i) 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 (as defined in the Amended Credit Agreement) and as a Seller (as defined the Amended Credit Agreement), OppWin, LLC (OppWin), as a Seller and as a Guarantor, OppFi Management Holdings, LLC (OppFi Management), as a Guarantor, Opportunity Financial Card Company (OppFi Card), as a Guarantor, 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) and (ii) that certain Amended and Restated Fee Letter, dated as of January 31, 2020 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the Existing Fee Letter and, as amended by this Amendment, the Amended Fee Letter), between the Administrative Agent and the Borrower.
WHEREAS, the Borrower, the Company, the Originator, the Servicer, each Guarantor and each Seller (collectively, the Credit Parties and each, individually, a Credit Party), 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, in connection with the Facility, the Administrative Agent and the Borrower entered into the Existing Fee Letter;
WHEREAS, the parties hereto desire to amend the Existing Credit Agreement and the Existing Fee Letter 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.