EX-10.9



 Exhibit 10.9 

AMENDMENT TO CREDIT AGREEMENT 

This AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 25, 2015, is by and among ENOVA
INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the Guarantors (as defined in the Credit Agreement), the Required Lenders (as defined in the Credit Agreement) and JEFFERIES FINANCE LLC, as administrative
agent for the Lenders hereunder (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).

 W I T N E S S E T H 

WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent are parties to that certain Credit Agreement dated as
of May 14, 2014 (the “Credit Agreement”); 
 WHEREAS, the Credit Parties have requested that the Lenders amend
certain provisions of the Credit Agreement; 
 WHEREAS, the Lenders party hereto are willing to make such amendments to the Credit
Agreement, in accordance with and subject to the terms and conditions set forth herein; and 
 WHEREAS, the Lenders party
hereto constitute the Required Lenders and such Lenders hereby notify the other parties hereto of their consent to this Amendment; 

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 
 ARTICLE I 

AMENDMENTS TO CREDIT AGREEMENT 

1.1 Cover Page. The cover page is amended (a) by deleting the text “$75,000,000” and inserting in its place the
text “$65,000,000”; and (b) by inserting after the words “DOMESTIC SUBSIDIARIES” the text “AND CERTAIN FOREIGN SUBSIDIARIES”. 

1.2 Definitions. 

(a) The definition of Foreign Acquisition set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety
to read as follows: 
 “Foreign Acquisition” shall mean any Acquisition by any Credit Party or any
Subsidiary of assets or entities which are located or organized outside the United States pursuant to Section 6.3(f); provided, that such Acquisition shall not be deemed a Foreign Acquisition if the entity so acquired promptly becomes a
Guarantor. 







 (b) The definition of Foreign Intercompany Loans set forth in Section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows: 
 “Foreign Intercompany
Loans” shall mean intercompany loans and advances by the Borrower, any Guarantor or any Domestic Subsidiary to a Foreign Subsidiary which is not a Guarantor. 

(c) The definition of Foreign Third-Party Loans set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows: 
 “Foreign Third-Party Loans” shall mean loans and advances to a Foreign
Subsidiary other than a Guarantor by any party other than the Borrower, a Domestic Subsidiary or a Guarantor, which loans and advances shall either be unsecured or secured only by assets of such Foreign Subsidiary. 

(d) The definition of Guarantor set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read
as follows: 
 “Guarantor” shall mean (i) any Domestic Subsidiary of the Borrower, whether existing
or hereafter acquired, as is, or may from time to time become, party to this Agreement and (ii) any UK Guarantor. 
 (e) The
definition of Joinder Agreement set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“Joinder Agreement” shall mean a Joinder Agreement in substantially the form of Exhibit 1.1(c), executed
and delivered by (i) an Additional Credit Party in accordance with the provisions of Section 5.15 or (ii) a UK Guarantor. 

(f) The definition of Non-Material Foreign Subsidiary set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows: 
 “Non-Material Foreign Subsidiary” shall mean any Foreign Subsidiary
of any Credit Party (a) whose assets comprise less than 5% of Consolidated Total Assets, (b) whose revenues comprise less than 5% of total revenues of the Borrower and its Consolidated Subsidiaries during any fiscal quarter and
(c) that is not a Guarantor. 
 (g) Clause (v) of the definition of Permitted Liens set forth in Section 1.1 of the
Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 (v) Liens affecting assets of Foreign Subsidiaries
that are not Guarantors and securing Indebtedness pursuant to Section 6.2(o); 
 (h) The following definitions are hereby added in
the appropriate alphabetical order to Section 1.1 of the Credit Agreement: 
 “UK Guarantor” shall
mean any Subsidiary organized and existing under the laws of England and Wales, whether existing or hereafter acquired, as may from time to time become party to this agreement as a Guarantor by executing and delivering a Joinder Agreement, together
with a certified copy of a resolution of the board of directors (or other authorizing document of the appropriate governing body or Person) 

  
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of such Subsidiary authorizing the execution and delivery of the Joinder Agreement and the performance of its terms, together with such other opinions, certificates, and documents as the
Administrative Agent may reasonably request in connection therewith. 
 “UK Property” shall mean the
accounts receivables, contractual obligations, customer information, bank accounts and any other property and assets of any Credit Party or any Subsidiary that relate to the operations of the Credit Parties and their Subsidiaries within the United
Kingdom. 
 1.3 Size of Initial Revolving Committed Amount. 

(a) Section 2.1(a)(i) is hereby amended by deleting the text “SEVENTY-FIVE MILLION DOLLARS ($75,000,000)” and inserting in its
place the text “SIXTY-FIVE MILLION DOLLARS ($65,000,000)”. 
 (b) The first paragraph of the Recitals is hereby amended by
deleting the text “$75,000,000” and inserting in its place the text “$65,000,000”. 
 1.4 Indebtedness.

 (a) Section 6.2(e) is hereby amended by inserting, after the text “Foreign Subsidiaries”, the text “that are not
Guarantors”. 
 (b) Section 6.2(l) is hereby amended by inserting, after the text “Foreign Subsidiaries”, the text
“that are not Guarantors”. 
 (c) Section 6.2(q) is hereby amended by deleting the text “$15,000,000 or 2%” and
inserting in its place the text “$20,000,000 or 2.75%”. 
 1.5 Investments. 

(a) Section 6.3(b) is hereby amended and restated in its entirety to read as follows: 

ownership of Capital Stock of (i) Subsidiaries which become Guarantors promptly after the formation or acquisition thereof or (ii) Domestic
Subsidiaries which are Immaterial Subsidiaries; 
 (b) Section 6.3(c) is hereby amended by inserting after the text “Foreign
Subsidiaries” the text “that are not Guarantors”. 
 (c) Section 6.3(f)(vi) is hereby amended and restated in its
entirety to read as follows: 
 the aggregate amount of (A) Foreign Acquisitions made after the Effective Date, plus (B) the
Investments in Capital Stock of Foreign Subsidiaries which are not Guarantors made after the Effective Date pursuant to Section 6.3(c) plus (C) the aggregate amount of outstanding Foreign Intercompany Loans pursuant to Section 6.2(e),
shall not exceed the greater of $40,000,000 or 6% of Consolidated Total Assets at any time outstanding; 
 1.6 Fundamental
Changes. 
 (a) Section 6.4(a) is hereby amended by deleting the text “that is a Foreign Subsidiary” and inserting in
its place the text “that is (x) a Foreign Subsidiary and (y) not a Guarantor”. 
 (b) Section 6.4(b) is hereby amended
and restated in its entirety to read as follows: 
 any Subsidiary may (i) sell all or substantially all of its assets (upon voluntary
liquidation or otherwise) to the Borrower or a Guarantor that is a Domestic Subsidiary and (ii) sell all or substantially all of its assets that are UK Property (upon voluntary liquidation or otherwise) to a UK Guarantor; 

  
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 1.7 Dispositions. Section 6.5(c) is hereby amended and restated in its
entirety to read as follows: 
 Dispositions permitted under Section 6.3, Dispositions to a wholly-owned Domestic
Subsidiary which is a Guarantor, and Dispositions of UK property to a wholly-owned UK Guarantor. 
 1.8 Burdensome
Agreements. Section 6.10 is hereby amended and restated in its entirety to read as follows: 
 The Credit
Parties shall not, and shall not permit any Domestic Subsidiary or Guarantor to, enter into any Contractual Obligation that limits the ability of any Domestic Subsidiary or Guarantor to make Dividends or other Dispositions to the Borrower or
otherwise transfer Property to the Borrower, other than customary restrictions pursuant to the terms of a Permitted Receivables Financing. 

1.9 Guaranty Matters. 

Section 8.10(a) is hereby amended by inserting, after the words “Domestic Subsidiary of the Borrower”, the text “or a UK
Guarantor”. 
 ARTICLE II 

CONDITIONS TO EFFECTIVENESS 

2.1 Closing Conditions. This Amendment shall become effective upon the satisfaction of the following conditions (the date upon
which such conditions are satisfied, the “Amendment Effective Date”): 
 (a) Executed Amendments. The Administrative
Agent shall have received a copy of this Amendment duly executed by each of the Credit Parties and Lenders constituting the Required Lenders. 

(b) Default. After giving effect to this Amendment, no Default or Event of Default shall exist. 

(c) Miscellaneous. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall be
reasonably satisfactory in form and substance to the Administrative Agent and its counsel. 
 Promptly upon satisfaction of the aforesaid
closing conditions, the Administrative Agent shall notify the parties hereto that this Amendment has become effective as of the Amendment Effective Date. 

  
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 ARTICLE III 

MISCELLANEOUS 
 3.1
Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the
Administrative Agent under the Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other
Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Credit Party to a consent to, or a waiver, amendment, modification or other change of,
any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document in similar or different circumstances. Each Credit Party hereby ratifies the Credit Agreement and acknowledges and
reaffirms (i) that it is bound by all terms of the Credit Agreement applicable to it and (ii) that it is responsible for the observance and full performance of its respective Obligations. 

(b) On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Credit Document shall be deemed a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a
“Credit Document” for all purposes of the Credit Agreement and the other Credit Documents. 
 3.2 Representations and
Warranties. The Credit Parties hereby represent and warrant as follows: 
 (a) The execution, delivery and performance by each
Credit Party of this Amendment to which such Person a party has been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of such Person’s Organization
Documents; (ii) materially conflict with or result in the breach or contravention of, or the creation of any Lien under, any material Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any
Governmental Authority to which such Person or its Property is subject; or (iii) violate any Law. 
 (b) No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Credit Party of this Amendment.

 (c) This Amendment has been duly executed and delivered by each Credit Party that is party hereto. This Amendment constitutes a legal,
valid and binding obligation of such Credit Party, enforceable against each Credit Party that is party thereto in accordance with its terms, subject as to enforcement of remedies to (i) any Debtor Relief Laws and (ii) general principles of
equity, whether applied by a court of law or equity. 

  
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 (d) The representations and warranties set forth in Article III of the Credit Agreement are true
and correct as of the date hereof (except for those which expressly relate to an earlier date). 
 (e) No Default or Event of Default has
occurred and is continuing or would result from the consummation of the transactions contemplated by this Amendment. 
 3.3 Further
Assurances. Each Credit Party agrees that at any time and from time to time, upon the reasonable request of the Administrative Agent, it will execute and deliver such further documents and do such further acts as the Administrative Agent may
reasonably request in order to effect the purposes of this Amendment. 
 3.4 Entire Agreement. This Amendment and the other
Credit Documents represent the final agreement among the parties pertaining to the subject matter hereof and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral
agreements among the parties. 
 3.5 Counterparts. This Amendment may be executed in counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or email
shall be effective as delivery of a manually executed counterpart of this Agreement. 
 3.6 No Actions, Claims, Etc. As of the
date hereof, each of the Credit Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative
Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act, under the Credit
Agreement on or prior to the date hereof. 
 3.7 Governing Law. This Amendment, and any claim, controversy or dispute arising
out of or relating to this Amendment, shall be governed by, and construed in accordance with, the laws of the State of New York. 
 3.8
Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted under the Credit Agreement and the other Credit Documents. 

3.9 Consent to Jurisdiction; Service of Process; Venue; Waiver of Jury Trial. The provisions of Sections 9.13 and 9.16 of the
Credit Agreement are hereby incorporated by reference, mutatis mutandis. 
 3.10 Headings. The headings of this
Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. 
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LEFT BLANK] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by its proper and duly authorized officers as of the day and year first above written. 
  

					
	BORROWER:	 	
		 	 ENOVA INTERNATIONAL, INC.,
 a
Delaware corporation

			
		 	By:	 	 /s/ David A. Fisher

		 		 	Name: David A. Fisher
		 		 	Title: President
		
	GUARANTORS:	 	
		 	ENOVA ONLINE SERVICES, INC.
		 	CNU DOLLARSDIRECT INC.
		 	CNU DOLLARSDIRECT LENDING INC.
		 	MOBILE LEASING GROUP, INC.
		 	ENOVA FINANCIAL HOLDINGS, LLC
		 	CNU ONLINE HOLDINGS, LLC
		 	DEBIT PLUS, LLC
		 	BILLERS ACCEPTANCE GROUP, LLC
			
		 	By:	 	 /s/ David A. Fisher

		 		 	Name: David A. Fisher
		 		 	Title: President of each of the foregoing
		
		 	DP LABOR HOLDINGS, LLC
			
		 	By:	 	 /s/ David A. Fisher

		 		 	Name: David A. Fisher
		 		 	Title: Manager
		
		 	CNU OF ALABAMA, LLC
		 	CNU OF ALASKA, LLC
		 	CNU OF CALIFORNIA, LLC
		 	CNU OF COLORADO, LLC
		 	CNU OF DELAWARE
		 	CNU OF FLORIDA, LLC
		 	CASHNETUSA OF FLORIDA, LLC
		 	CNU OF HAWAII, LLC
		 	CNU OF IDAHO, LLC
		 	CNU OF ILLINOIS, LLC
		 	CNU OF INDIANA, LLC
		 	CNU OF KANSAS, LLC
		 	CNU OF LOUISIANA, LLC
		 	CNU OF MAINE, LLC
		 	CASHNET CSO OF MARYLAND, LLC
		 	CNU OF MICHIGAN, LLC
		 	CNU OF MINNESOTA, LLC
		 	CNU OF MISSISSIPPI, LLC
		 	CNU OF MISSOURI, LLC
		 	CNU OF MONTANA, LLC
		 	CNU OF NEVADA, LLC
		 	CNU OF NEW HAMPSHIRE, LLC


  
 [Signature Pages to
Amendment] 









					
		 	CNU OF NEW MEXICO, LLC
			
		 	By:	 	CNU Online Holdings, LLC,
		 		 	The sole member of each of the foregoing entities
			
		 	By:	 	 /s/ David A. Fisher

		 		 	Name: David A. Fisher
		 		 	Title: President
		
		 	CNU OF NORTH DAKOTA, LLC
		 	CNU OF OHIO, LLC
		 	OHIO CONSUMER FINANCIAL SOLUTIONS, LLC
		 	CNU OF OKLAHOMA, LLC
		 	CNU OF OREGON, LLC
		 	CNU OF RHODE ISLAND, LLC
		 	CNU OF SOUTH CAROLINA, LLC
		 	CNU OF SOUTH DAKOTA, LLC
		 	CNU OF TENNESSEE, LLC
		 	CNU OF TEXAS, LLC
		 	CNU OF UTAH, LLC
		 	CNU OF VIRGINIA, LLC
		 	CNU OF WASHINGTON, LLC
		 	CNU OF WISCONSIN, LLC
		 	CNU OF WYOMING, LLC
		 	DOLLARSDIRECT, LLC
		 	CNU TECHNOLOGIES OF IOWA, LLC
		 	HEADWAY CAPITAL, LLC
		 	CASHEURONET UK, LLC
		 	EURONETCASH, LLC
		 	ENOVA BRAZIL, LLC
		 	AEL NET MARKETING, LLC
		 	ENOVA INTERNATIONAL GEC, LLC
		 	AEL NET OF MISSOURI, LLC
		 	NC FINANCIAL SOLUTIONS, LLC
		 	CNU NEWCO, LLC
		 	TENNESSEE CNU, LLC
			
		 	By:	 	CNU Online Holdings, LLC,
		 		 	The sole member of each of the foregoing entities
			
		 	By:	 	 /s/ David A. Fisher

		 		 	Name: David A. Fisher
		 		 	Title: President


  
 [Signature Pages to
Amendment] 









					
		
		 	NC FINANCIAL SOLUTIONS OF ALABAMA, LLC
		 	NC FINANCIAL SOLUTIONS OF ARIZONA, LLC
		 	NC FINANCIAL SOLUTIONS OF CALIFORNIA, LLC
		 	NC FINANCIAL SOLUTIONS OF DELAWARE, LLC
		 	NC FINANCIAL SOLUTIONS OF FLORIDA, LLC
		 	NC FINANCIAL SOLUTIONS OF GEORGIA, LLC
		 	NC FINANCIAL SOLUTIONS OF IDAHO, LLC
		 	NC FINANCIAL SOLUTIONS OF ILLINOIS, LLC
		 	NC FINANCIAL SOLUTIONS OF INDIANA, LLC
		 	NC FINANCIAL SOLUTIONS OF KANSAS, LLC
		 	NC FINANCIAL SOLUTIONS OF LOUISIANA, LLC
		 	NC FINANCIAL SOLUTIONS OF MARYLAND, LLC
		 	NC FINANCIAL SOLUTIONS OF MISSISSIPPI, LLC
		 	NC FINANCIAL SOLUTIONS OF MISSOURI, LLC
		 	NC FINANCIAL SOLUTIONS OF MONTANA, LLC
		 	NC FINANCIAL SOLUTIONS OF NEVADA, LLC
		 	NC FINANCIAL SOLUTIONS OF NEW HAMPSHIRE, LLC
		 	NC FINANCIAL SOLUTIONS OF NEW JERSEY, LLC
		 	NC FINANCIAL SOLUTIONS OF NEW MEXICO, LLC
		 	NC FINANCIAL SOLUTIONS OF NORTH DAKOTA, LLC
		 	NC FINANCIAL SOLUTIONS OF OHIO, LLC
		 	NC FINANCIAL SOLUTIONS OF OREGON, LLC
		 	NC FINANCIAL SOLUTIONS OF RHODE ISLAND, LLC
		 	NC FINANCIAL SOLUTIONS OF SOUTH CAROLINA, LLC
		 	NC FINANCIAL SOLUTIONS OF SOUTH DAKOTA, LLC
		 	NC FINANCIAL SOLUTIONS OF TENNESSEE, LLC
		 	NC FINANCIAL SOLUTIONS OF TEXAS, LLC
		 	NC FINANCIAL SOLUTIONS OF UTAH, LLC
		 	NC FINANCIAL SOLUTIONS OF VIRGINIA, LLC
		 	NC FINANCIAL SOLUTIONS OF WISCONSIN, LLC
		 	CREDITME, LLC
			
		 	By:	 	NC Financial Solutions, LLC
		 		 	The sole member of each of the foregoing entities
			
		 	By:	 	 /s/ David A. Fisher

		 		 	Name: David A. Fisher
		 		 	Title: Manager of Sole Member
		
		 	DEBIT PLUS TECHNOLOGIES, LLC
		 	DEBIT PLUS SERVICES, LLC
		 	DEBIT PLUS PAYMENT SOLUTIONS, LLC
			
		 	By:	 	Debit Plus, LLC,
		 		 	The sole member of each of the foregoing entities
			
		 	By:	 	 /s/ David A. Fisher

		 		 	Name: David A. Fisher
		 		 	Title: President


  
 [Signature Pages to
Amendment] 









					
		
		 	CASHNETUSA CO LLC
		 	CASHNETUSA OR LLC
		 	THE CHECK GIANT NM LLC
			
		 	By:	 	CNU of New Mexico, LLC,
		 		 	Manager of each of the foregoing entities
			
		 	By:	 	 /s/ David A. Fisher

		 		 	Name: David A. Fisher
		 		 	Title: Manager of Sole Member
			
	ADMINISTRATIVE AGENT:	 		 	
		 	 JEFFERIES FINANCE LLC, as

Administrative Agent on behalf of the
 Lenders

			
		 	By:	 	 /s/ J. Paul McDonnell

		 		 	Name: J. Paul McDonnell
		 		 	Title: Managing Director
			
	LENDERS:	 		 	
		 	JEFFERIES GROUP LLC, as a Lender
			
		 	By:	 	 /s/ Mark Sahler

		 		 	Name: Mark Sahler
		 		 	Title: Managing Director

 [Signature Pages to Amendment]