Sixth Amendment to the Credit Agreement dated November 22, 2022 by and among PRA Group Inc. and PRA Group Canada Inc., the Guarantors, the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., acting through its Canada Branch, as Canadian Administrative Agent

Contract Categories: Business Finance - Credit Agreements
EX-10.9 2 executedsixthamendmenttocr.htm EX-10.9 Document

Execution Version
Exhibit 10.9


SIXTH AMENDMENT TO CREDIT AGREEMENT

This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement” or this “Amendment”) is entered into as of November 22, 2022, among PRA GROUP, INC. (f/k/a Portfolio Recovery Associates, Inc.), a Delaware corporation (“PRA”, or the “Company”), PRA GROUP CANADA INC., a Canadian corporation amalgamated under the Canada Business Corporations Act (the “Canadian Borrower”, and, together with PRA, the “Borrowers”) the Guarantors party hereto, the Lenders party hereto, BANK OF AMERICA, N.A., as Administrative Agent and BANK OF AMERICA, N.A., acting through its Canada branch, as Canadian Administrative Agent.

Recitals

The Borrowers, the Guarantors, the Lenders, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and BANK OF AMERICA, N.A., acting through its Canada branch, as Canadian Administrative Agent, are party to that certain Amended and Restated Credit Agreement dated as of May 5, 2017 (as amended, supplemented, modified and in effect from time to time until the date hereof, the “Credit Agreement”), pursuant to which the Lenders agreed to provide senior credit facilities to the Borrowers. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement (as defined below).

The Borrowers and the Guarantors have requested that the Administrative Agent and the Lenders agree to certain amendments to the Credit Agreement as set forth herein. The Administrative Agent, the Canadian Administrative Agent and the Lenders are willing to agree to such amendments to the Credit Agreement on the terms and subject to the conditions hereinafter set forth.

In consideration of the foregoing recitals and the mutual covenants herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Borrowers, the Guarantors, the Lenders party hereto and the Administrative Agent hereby acknowledge and agree as follows:

ARTICLE I
AMENDMENTS TO CREDIT AGREEMENT

The Credit Agreement is hereby amended as follows:

1.The definition of “European Multicurrency Revolving Credit Facility” in Section 1.01 of the Credit Agreement is hereby amended in its entirety to read as follows:

European Multicurrency Revolving Credit Facility” means that certain Multicurrency Revolving Credit Facility Agreement, originally dated as of October 23, 2014 (as may be amended, modified, supplemented, released, discharged, extended, restated or amended and restated from time to time), by and among PRA Group Europe Holding S.à.r.l., as borrower, the guarantors party thereto from time to time, the lenders party thereto from time to time and DNB, as the facility agent and security agent.

2.Section 8.03(q) of the Credit Agreement is hereby amended in its entirety to read as follows:
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3.
(q) Indebtedness, including any undrawn funding commitments and any overdraft facility, of PRA Group Europe Holding S.à.r.l., or any direct or indirect parent holding company of such entity or any of its Subsidiaries (so long as such entity is not a Loan Party, other than PRA, which may Guarantee PRA Group Europe Holding S.à.r.l.’s obligations thereunder), under the European Multicurrency Revolving Credit Facility, including any renewals, refinancings, replacements, similar facilities (whether revolving, term or notes issuances), or increases in the amount thereof or, in each case, so long as (i) after giving effect to the incurrence of any such Indebtedness (which, for purposes of this Section 8.03(q) only, shall be computed based on the aggregate committed amount thereof, and not on the funded amount thereof) on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter for which PRA was required to deliver financial statements pursuant to Section 7.01(a) or (b), and (ii) any such Guarantee by PRA is unsecured (or otherwise structurally subordinated to the Obligations) or contractually subordinated to the Obligations in a manner and pursuant to documentation reasonably satisfactory to the Administrative Agent;

ARTICLE II
CONDITIONS TO EFFECTIVENESS

The amendments set forth in Article I shall become effective on the date first written above (the “Sixth Amendment Effective Date”), when the following conditions have been met:

1.Counterparts. Receipt by the Agents of counterparts of this Amendment executed by the Administrative Agent, the Canadian Administrative Agent, the L/C Issuer, the applicable Lenders, the Borrowers and the Guarantors.

2.Expenses. Receipt by the Administrative Agent of all other reasonable fees and expenses due and owing in connection with this Agreement, including, without limitation, the reasonable and documented legal fees and expenses of Moore & Van Allen PLLC, counsel to the Agents and the Lenders.

ARTICLE III
MISCELLANEOUS

1.Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

2.Electronic Execution; Electronic Records; Counterparts. This Amendment may be executed in multiple counterparts and by different parties hereto in separate counterparts, all of which, taken together, shall constitute an original. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or electronic transmission (in .pdf) will be effective as delivery of a manually executed counterpart hereof. This Amendment may be in the form of an Electronic Record and may be executed using Electronic Signatures (including facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. For the avoidance of doubt, the authorization under this Section 3.2 may include use or acceptance by the Agents of a manually signed paper communication which has been converted into electronic form (such as scanned into “.pdf”), or an electronically signed communication converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Agents are not under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Agents pursuant to procedures approved by them; provided, that, without limiting the foregoing,
(a) to the extent the Agents have agreed to accept such Electronic Signature, the Agents shall be entitled to

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rely on such Electronic Signature purportedly given by or on behalf of any Loan Party, any Lender, L/C Issuer, or the Swing Line Lender without further verification, and (b) upon the request of any Agent, any Electronic Signature shall be promptly followed by a manually executed, original counterpart.

3.Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

4.Full Force and Effect; Limited Amendment. Except as expressly amended hereby, all of the representations, warranties, terms, covenants, conditions and other provisions of the Credit Agreement and the other Loan Documents shall remain unchanged and shall continue to be, and shall remain, in full force and effect in accordance with their respective terms and each Borrower and each Guarantor confirms, reaffirms and ratifies all such documents and agrees to perform and comply with the terms and conditions of the Credit Agreement and the other Loan Documents. The amendments set forth herein shall be limited precisely as provided for herein to the provisions expressly amended herein and shall not be deemed to be an amendment to, waiver of, consent to or modification of any other term or provision of the Credit Agreement or any other Loan Document or of any transaction or further or future action on the part of any Loan Party which would require the consent of the Lenders under the Credit Agreement or any of the Loan Documents. This Amendment shall constitute a Loan Document.

5.Representations and Warranties. To induce the Agents and the Lenders to execute and deliver this Amendment, each Borrower hereby represents and warrants to the Agents and the Lenders as of the Sixth Amendment Effective Date that no Default or Event of Default exists and all statements set forth in Section 5.02(a) of the Credit Agreement are true and correct in all material respects (unless qualified by materiality or Material Adverse Effect, in which case, such statement shall be true and correct in all respects) as of such date, except to the extent that any such statement expressly relates to an earlier date (in which case such statement was true and correct in all material respects (unless qualified by materiality or Material Adverse Effect, in which case, such statement was true and correct in all respects) on and as of such earlier date).


[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written.


BORROWERS:PRA GROUP, INC.
By:
Name:Peter M. Graham
Title:Executive Vice President and Chief Financial Officer
PRA GROUP CANADA, INC.
By:
Name:Dennis Hunter
Title:Vice President
GUARANTORS:PORTFOLIO RECOVERY ASSOCIATES, LLC
By:
Name:Christopher B. Graves
Title:President, Treasurer and Secretary
PRA HOLDING I, LLC
PRA HOLDING II, LLC
PRA HOLDING III, LLC
PRA HOLDING IV, LLC
PRA HOLDING V, LLC
PRA HOLDING VI, LLC
PRA HOLDING VII, LLC
By:
Name:Peter M. Graham
Title:Vice President and Treasurer
PRA FINANCIAL SERVICES, LLC
PRA AUTO FUNDING, LLC
By:
Name:Christopher D. Lagow
Title:Manager
PRA RECEIVABLES MANAGEMENT, LLC
By:
Name:Carol Elizabeth Hardy
Title:Vice President



CLAIMS COMPENSATION BUREAU
By:
Name:Robert J. Rey
Title:President
BANK OF AMERICA, N.A., as
Administrative Agent
By:
Name:Felicia Brinson
Title:Assistant Vice President
BANK OF AMERICA, N.A., acting through its Canada
branch, as Canadian Administrative Agent
By:
Name:Medina Sales de Andrade
Title:Vice President
BANK OF AMERICA, N.A.,
as a Lender
By:
Name:Mark A. Zirkle
Title:Senior Vice President
BANK OF AMERICA, N.A.,
acting through its Canada branch, as a Lender
By:
Name:Medina Sales de Andrade
Title:Vice President
TRUIST BANK,
as a Lender
By:
Name:Madison Waterfield
Title:Vice President
CAPITAL ONE, N.A.,
as a Lender
By:
Name:Eric Purzycki
Title:Duly Authorized Signatory



FIFTH THIRD BANK, NATIONAL
ASSOCIATION
as a Lender
By:
Name:Sam Schuessler
Title:Associate
FIFTH THIRD BANK, NATIONAL
ASSOCIATION, acting through its Canada branch, as a
Lender
By:
Name:Sam Schuessler
Title:Associate
MUFG BANK, LTD. f/k/a THE BANK OF TOKYO-
MITSUBISHI UFJ, LTD.,
as a Lender
By:
Name:George Stoecklein
Title:Managing Director
DNB CAPITAL LLC,
as a Lender
By:
Name:Dania Hinedi
Title:Senior Vice President
By:
Name:Devan Patel
Title:Senior Vice President
ING CAPITAL LLC
as a Lender
By:
Name:Jonathon Banks
Title:Managing Director
By:
Name:Alex Kreissman
Title:Director



REGIONS BANK,
as a Lender
By:
Name:William Soo
Title:Director
Citizens Bank, N.A.
as a Lender
By:
Name:Karmyn Paul
Title:Vice President
KEYBANK NATIONAL ASSOCIATION,
as a Lender
By:
Name:Ashley Braniecki
Title:Vice President
ATLANTIC UNION BANK,
as a Lender
By:
Name:William P. Massie
Title:Vice President
RAYMOND JAMES BANK,
as a Lender
By:
Name:Kathy Bennett
Title:Senior Vice President
FARMERS BANK,
as a Lender
By:
Name:Jeffrey S. Creekmore
Title:Senior Vice President
FIRST HORIZON BANK
as a Lender
By:
Name:Todd Warrick
Title:EVP