Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________________________________________________________________

FORM 8-K

__________________________________________________________________________

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 1, 2024

________________________________________________________________________

CURO GROUP HOLDINGS CORP

(Exact Name of Registrant as Specified in Its Charter)

________________________________________________________________________


Delaware	001-38315	90-0934597
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 W Hubbard Street, 8th Floor, Chicago, IL		60654
(Address of Principal Executive Offices)		(Zip Code)

(312) 470-2000

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock	CURO	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 1.01 Entry into a Material Definitive Agreement

7.500% Senior 1.5 Lien Secured Notes due 2028 and 7.500% Senior 2.0 Lien Secured Notes due 2028 Forbearance Agreements

As previously disclosed, on February 1, 2024, CURO Group Holdings Corp. (the “Company”) elected not to make the interest payment due on February 1, 2024 with respect to its outstanding 7.500% Senior 1.5 Lien Secured Notes due 2028 (the “1.5L Notes”) in the amount of approximately $25.6 million and to utilize the five business day grace period (the “Initial 1.5L Grace Period”) with respect to the interest payment default under the indenture governing the 1.5L Notes, dated as of May 15, 2023 (the “Original 1.5L Indenture”), among the Company, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “1.5L Indenture Trustee”). On February 7, 2024, the Company, the guarantors named therein and the 1.5L Indenture Trustee, entered into a supplemental indenture to the Original 1.5L Indenture (the “1.5L Supplemental Indenture”, and the Original 1.5L Indenture, as amended, supplemented or otherwise modified by the 1.5L Supplemental Indenture and from time to time, the “1.5L Indenture”) in order to, among other things, extend the Initial 1.5L Grace Period from five business days to 30 days (the Initial 1.5L Grace Period, as so extended, the “1.5L Grace Period”).

Also on February 1, 2024, the Company elected not to make the interest payment due on February 1, 2024 with respect to its outstanding 7.500% Senior Secured Notes due 2028 (the “2.0L Notes” and, together with the 1.5L Notes, the “Notes”) in the amount of approximately $11.9 million and to utilize the 30 day grace period (the “2.0L Grace Period” and, together with the 1.5L Grace Period, the “Grace Periods”) with respect to the interest payment default under the indenture governing the 2.0L Notes, dated as of July 30, 2021 (as amended, supplemented or otherwise modified from time to time, the “2.0L Indenture” and, together with the 1.5L Indenture, the “Notes Indentures”), among the Company, the guarantors named therein and TMI Trust Company, as trustee and collateral agent (the “2.0L Indenture Trustee” and, together with the 1.5L Indenture Trustee, the “Trustees”).

During the applicable Grace Periods, non-payment of the interest payments under the Notes does not constitute an event of default with respect to either Notes Indenture. However, the Company does not expect to make the interest payments under the Notes on or prior to the expiration of the applicable Grace Periods. Accordingly, upon the expiration of the applicable Grace Periods, an event of default with respect to each Notes Indenture is expected to occur.

On March 1, 2024, the Company entered into a Forbearance Agreement (the “1.5L Notes Forbearance Agreement”) with certain beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) (the “1.5L Forbearing Noteholders”) of approximately 84% of the outstanding aggregate principal amount of 1.5L Notes. Pursuant to the 1.5L Notes Forbearance Agreement, each of the 1.5L Forbearing Noteholders has agreed to, among other things, (a) forbear from exercising all of its rights and remedies under the 1.5L Indenture, the 1.5L Notes and applicable law, including not directing the 1.5L Indenture Trustee to take any such action, with respect to defaults and events of default that have occurred, or that may occur as a result of (i) non-payment of the interest payment under the 1.5L Notes (the “1.5L Interest Payment Default”), (ii) any potential default arising from the Company’s potential failure to maintain liquidity equal to or greater than $75,000,000 as of February 29, 2024 (the “Potential 1.5L Liquidity Event of Default”), (iii) any cross-default under any Qualified Receivables Facility (as such term defined in the 1.5L Indenture) arising from the 1.5L Interest Payment Default, the Potential 1.5L Liquidity Event of Default, the facts and circumstances giving rise to the 1.5L Interest Payment Default and the Potential 1.5L Liquidity Default and the non-payment of the interest payment under the 2.0L Notes (any such cross default, a "Cross Default") and (iv) a failure or potential failure of the Company and certain of its subsidiaries to notify the 1.5L Indenture Trustee of the occurrence of any such defaults or events of default (the “1.5L Notice Defaults” and, together with the 1.5L Interest Payment Default, any Cross Default and the Potential 1.5L Liquidity Event of Default, the “1.5L Specified Defaults”) and (b) if the 1.5L Indenture Trustee commences or is requested to exercise any rights and remedies by non-forbearing holders pursuant to the 1.5L Indenture, to use reasonable efforts to cause the 1.5L Indenture Trustee to rescind such exercise of rights and remedies under the 1.5L Indenture to the extent permitted by the 1.5L Indenture.

The forbearance period under the 1.5L Notes Forbearance Agreement commenced on March 1, 2024 and will end on the earlier of (a) March 18, 2024 and (b) the occurrence of any of the specified termination events described therein, including, without limitation, (i) the occurrence of any default or event of default under the 1.5L Indenture other than any of the 1.5L Specified Defaults, (ii) breach of the 1.5L Notes Forbearance Agreement by the Company, (iii) the acceleration of any portion of indebtedness prior to its final stated maturity pursuant to the 1.0L Credit Agreement (as defined below), the 2.0L Indenture, or any Qualified Receivables Facility, (iv) the termination or expiration of any forbearance, deferral or similar agreement entered into between the Company or any of its subsidiaries and any holders of indebtedness of the Company, (v) the entry of the Company or any of its subsidiaries into any amendment, waiver or other modification to the terms of any Qualified Receivables Facility that is not acceptable to the Requisite Forbearing Holders (as defined in the 1.5L Notes Forbearance Agreement) in their sole discretion and (vi) the entry of the Company or any of its subsidiaries into a restructuring support agreement that is not acceptable to Requisite Forbearing Holders in their sole discretion.

The foregoing description of the 1.5L Notes Forbearance Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the 1.5L Notes Forbearance Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Also on March 1, 2024, the Company entered into a Forbearance Agreement (the “2.0L Notes Forbearance Agreement”) with certain beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) (the “2.0L Forbearing Noteholders”) of approximately 74% of the outstanding aggregate principal amount of 2.0L Notes. Pursuant to the 2.0L Notes Forbearance Agreement, each of the 2.0L Forbearing Noteholders has agreed to, among other things, (a) forbear

from exercising all of its rights and remedies under the 2.0L Indenture, the 2.0L Notes and applicable law, including not directing the 2.0L Indenture Trustee to take any such action, with respect to defaults and events of default that have occurred, or that may occur as a result of non-payment of the interest payment under the 2.0L Notes (the “2.0L Specified Default”) and (b) if the 2.0L Indenture Trustee commences or is requested to exercise any rights and remedies by non-forbearing holders pursuant to the 2.0L Indenture, to use reasonable efforts to cause the 2.0L Indenture Trustee to rescind such exercise of rights and remedies under the 2.0L Indenture to the extent permitted by the 2.0L Indenture.

The forbearance period under the 2.0L Notes Forbearance Agreement commenced on March 1, 2024 and will end on the earlier of (a) March 18, 2024 and (b) the occurrence of any of the specified termination events described therein, including, without limitation, (i) the occurrence of any default or event of default under the 2.0L Indenture other than the 2.0L Specified Default, (ii) breach of the 2.0L Notes Forbearance Agreement by the Company, (iii) the acceleration of any portion of indebtedness prior to its final stated maturity pursuant to the 1.0L Credit Agreement, the 1.5L Indenture, or any Qualified Receivables Facility (as such term is defined in the 2.0L Indenture), (iv) the termination or expiration of any forbearance, deferral or similar agreement entered into between the Company or any of its subsidiaries and any holders of indebtedness of the Company, (v) the entry of the Company or any of its subsidiaries into any amendment, waiver or other modification to the terms of any Qualified Receivables Facility that is not acceptable to the Requisite Forbearing Holders (as defined in the 2.0L Notes Forbearance Agreement) in their sole discretion and (vi) the entry of the Company or any of its subsidiaries into a restructuring support agreement that is not acceptable to Requisite Forbearing Holders in their sole discretion.

The foregoing description of the 2.0L Notes Forbearance Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the 2.0L Notes Forbearance Agreement, a copy of which is filed herewith as Exhibit 10.2 and incorporated herein by reference.

First Lien Credit Agreement Waiver

Further, as previously disclosed, the Company’s failure to make the interest payments on the Notes due on February 1, 2024 constituted an event of default (the “1.0L Cross Default”) under that certain First Lien Credit Agreement (the “1.0L Credit Agreement”), dated as of May 15, 2023, among the Company, the subsidiary guarantors party thereto, the lenders party thereto and Alter Domus (US) LLC, as administrative agent and collateral agent (the “Agent”). On February 2, 2024, the Required Lenders (as such term is defined in the 1.0L Credit Agreement) provided a waiver of, among other things, the 1.0L Cross Default through March 1, 2024, subject to certain conditions. On March 1, 2024, lenders holding more than 80% of the outstanding loans under the 1.0L Credit Agreement provided a waiver (the “1.0L Waiver”) of, among other things, (a) the 1.0L Cross Default, (b) any potential default arising from the Company’s potential failure to maintain liquidity equal to or greater than $75,000,000 as of February 29, 2024, (c) any potential cross default in connection with the Company's potential failure to satisfy certain minimum liquidity requirements and (d) any event of default arising from the failure of the Company to provide notice of the foregoing.

The 1.0L Waiver expires on the earlier of (a) March 18, 2024 and (b) the occurrence of any of the following: (i) the date on which any portion of indebtedness under the 1.5L Indenture, the 2.0L Indenture, or any Qualified Receivables Facility (as such term is defined in the 1.0L Credit Agreement) is accelerated prior to its final stated maturity, (ii) the date of termination or expiration of any forbearance, deferral or similar agreement entered into between the Company or any of its subsidiaries and any holders of indebtedness, (iii) the date of entry by the Company or any of its subsidiaries into any amendment, waiver or other modification to the terms of any Qualified Receivables Facility that is not acceptable to the Required Lenders (as defined in the 1.0L Credit Agreement) or (iv) the date of entry by the Company or any of its subsidiaries into a restructuring support agreement that is not acceptable to Required Lenders in their sole discretion.

The foregoing description of the 1.0L Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of the 1.0L Waiver, a copy of which is filed herewith as Exhibit 10.3 and incorporated herein by reference.

ITEM 7.01 Regulation FD Disclosure

Press Release

On March 1, 2024, the Company issued a press release announcing the entry into the 1.5L Notes Forbearance Agreement, the 2.0L Notes Forbearance Agreement and the 1.0L Waiver.

A copy of the Company’s press release announcing such matters is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Stakeholder Discussions

As previously announced, the Company and its advisors continue to be engaged in discussions with certain of its key lenders and other stakeholders regarding a potential comprehensive financial restructuring to strengthen the Company’s balance sheet and financial position. These discussions remain ongoing.

The information contained in this Item 7.01 and Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for any purpose. This Item 7.01 shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to this Item 7.01 in such filing.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. These forward-looking statements include assumptions about various matters, such as the Company’s continued discussions with certain of its key lenders and other stakeholders and the outcome or timing of such process. In addition, words such as “estimate,” “believe,” “forecast,” “step,” “plan,” “predict,” “focused,” “project,” “is likely,” “guidance,” “expect,” “anticipate,” “intend,” “should,” “will,” “confident,” variations of such words and similar expressions are intended to identify forward-looking statements. The Company’s ability to achieve these forward-looking statements is based on certain assumptions, judgments and other factors, both within and outside of the Company’s control, that could cause actual results to differ materially from those in the forward-looking statements, including the risk that the Company will be unable to execute on a comprehensive financial restructuring and the risk that the Company’s discussions with its lenders and other stakeholders will be unduly delayed or unsuccessful, as well as other factors discussed in the Company’s filings with the Securities and Exchange Commission. These projections, estimates and assumptions may prove to be inaccurate in the future. These forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. There may be additional risks that the Company does not presently know or currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual future results. The Company undertakes no obligation to update, amend or clarify any forward-looking statement for any reason.

ITEM 9.01 Financial Statements and Exhibits

(d). Exhibits


Exhibit Number			Description
10.1			Forbearance Agreement, dated as of March 1 , 2024, by and among CURO Group Holdings Corp., and each of the beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) of 1.5L Notes party thereto*
10.2			Forbearance Agreement, dated as of March 1 , 2024, by and among CURO Group Holdings Corp., and each of the beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) of 2.0L Notes party thereto*
10.3			Waiver, dated as of March 1 , 2024, by and among CURO Group Holdings Corp., the guarantors under the 1.0L Credit Agreement party thereto and each of the lenders under the 1.0L Credit Agreement party thereto*
99.1			Press Release, dated March 1, 2024
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish on a supplemental basis to the SEC a copy of any omitted schedule upon request by the SEC.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 1st day of March, 2024.

CURO Group Holdings Corp.

By: /s/ Ismail Dawood

Ismail Dawood

Chief Financial Officer

EXHIBIT 10.1

Execution Version

FORBEARANCE AGREEMENT

This FORBEARANCE AGREEMENT, dated as of March 1, 2024 (this “Agreement”), is by and among CURO Group Holdings Corp., a Delaware corporation (the “Issuer”), and the undersigned noteholders beneficially owning, in the aggregate, over 75% in principal amount of the outstanding Notes (as defined below) (the “Forbearing Holders,” and together with the Issuer, the “Parties,” and the Issuer or any Forbearing Holder, individually, a “Party”). Capitalized terms used but not otherwise defined in this Agreement have the same meanings as specified in the Indenture (as defined below).

RECITALS

WHEREAS, reference is made to that certain Indenture, dated as of May 15, 2023 (as amended by the First Supplemental Indenture, dated as of February 7, 2024, and as otherwise amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Indenture”), by and among the Issuer, the Guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “Trustee”), pursuant to which the Issuer issued 7.500% Senior 1.5 Lien Secured Notes due 2028 (the “Notes”);

WHEREAS, as a result of the failure of the Issuer to make a scheduled payment of interest due and payable on February 1, 2024 under the Indenture, a Default or Event of Default has occurred, may have occurred or may occur under Section 7.01(a) of the Indenture (the “Interest Payment Default”);

WHEREAS, as a result of a potential failure of the Issuer to maintain Liquidity sufficient to satisfy Section 5.24(a) of the Indenture as of February 29, 2024, a Default or Event of Default has occurred, may have occurred or may occur under Section 7.01(c) of the Indenture (the “Liquidity Default”);

WHEREAS, as a result of the Interest Payment Default, the Liquidity Default, the facts and circumstances giving rise to the Interest Payment Default and the Liquidity Default and the failure of the Issuer to make a scheduled payment of interest due and payable on February 1, 2024 under the Existing Notes Indenture, an “Event of Default” or other similar event has occurred, may have occurred or may occur under a Qualified Receivables Facility, which, in turn, has given rise, may have given rise or may give rise to a Default or Event of Default under Section 7.01(e) of the Indenture (the “Cross-Defaults”);

WHEREAS, as a result of a failure or potential failure of the Issuer and certain of its Subsidiaries to notify the Trustee of the occurrence of the Interest Payment Default, the Liquidity Default or the Cross-Defaults, one or more Defaults or Events of Default has occurred, may have occurred or may occur under the Indenture (each, a “Noticing Default” and, together with the Interest Payment Default, the Liquidity Default and the Cross-Defaults, the “Specified Defaults”); and

WHEREAS, each the Forbearing Holders is willing to forbear from exercising or directing the Trustee to exercise, all of its rights and remedies (subject to Section 18(b) hereof) in respect of the Specified Defaults under the Indenture Documents or applicable law, rule or regulation, including, without limitation, (a) any right to accelerate any principal, premium or interest in respect of the Notes or any other Indenture Obligations and (b) any right of set off and recoupment (all such rights and remedies, collectively, the “Rights and Remedies”) during the period commencing on the date hereof and terminating on the earlier of (x) March 18, 2024 or (y) the occurrence of a Termination Event (as defined below) (the “Forbearance Period”) (except as expressly preserved herein).

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

SECTION 1.Defaults. Each of the Specified Defaults, if it has occurred or were to occur, does or would constitute an Event of Default under the Indenture (upon the expiration of any and all applicable cure periods and giving of any and all required notices).

SECTION 2.Limited Forbearance.

(a)Subject to the terms and conditions of this Agreement and any documents or instruments executed in connection herewith, each Forbearing Holder (severally and not jointly) hereby agrees to forbear (solely in its capacity as a beneficial holder of Notes), and hereby instructs the Trustee to forbear, in each case, from exercising any of the Rights and Remedies with respect to any Specified Default during the Forbearance Period (the “Limited Forbearance”). For the avoidance of doubt, during the Forbearance Period, each Forbearing Holder agrees that (i) it (individually or collectively) will not deliver (and will not take any action to cause any registered holder of the Notes or any Depository or nominee thereof or participant therein to deliver) any notice, instruction or request to the Trustee directing the Trustee to exercise any of the Rights and Remedies against the Issuer or any of the Guarantors, any of their respective Subsidiaries or any property or assets of any of the foregoing with respect to the Specified Default and (ii) if the Trustee exercises (or commences to exercise or attempts to exercise) any Rights and Remedies with respect to any Specified Default, or if the Trustee is instructed or requested to exercise any Rights and Remedies by holders of more than 25% of the Notes, each Forbearing Holder (severally and not jointly) agrees to use reasonable efforts to cause the Trustee to rescind such exercise of Rights and Remedies, to the extent permitted under the Indenture. For purposes of this Section 2(a)(ii), the Parties agree that (x) the delivery of a letter from the Forbearing Holders to the Trustee instructing or directing that the relevant exercise of Rights and Remedies be rescinded will constitute “reasonable efforts,” and (y) the Forbearing Holders have no obligation to provide any indemnification in connection with any request made pursuant to this Section 2(a)(ii) (or otherwise pursuant to this Agreement).

(b)The Limited Forbearance is limited in nature and is not intended, and shall not be deemed or construed (i) to constitute a waiver of any Specified Default or any other existing or future Defaults or Events of Default or compliance with any term or provision of the Indenture Documents or applicable law or any options, rights and remedies to which the Forbearing Holders may be entitled, (ii) as a waiver of the Issuer’s obligation, pursuant to the Indenture and the Notes, to pay interest on unpaid interest at a rate of 8.500% pursuant to the terms of the Indenture (and which obligation to pay interest on interest pursuant to the terms of the Indenture the Issuer hereby reaffirms) or (iii) to establish a custom or course of dealing between the Issuer and the Guarantors, on the one hand, and the Trustee and/or any noteholder, on the other hand. The Issuer acknowledges and agrees that the agreement of the Trustee and the Forbearing Holders hereunder to forbear from exercising their Rights and Remedies with respect to the Specified Defaults shall not constitute a waiver of the Specified Defaults or any other Default or Event of Default that may be outstanding on the date hereof or any Default or Event of Default that may occur after the date hereof (which are hereby preserved), and that, except as expressly set forth in this Agreement, the Trustee and the Forbearing Holders shall be entitled to exercise all rights and remedies that the Trustee and the Forbearing Holders may have under any or all of the Indenture Documents and applicable law in connection with all Defaults or Events of Default.

(c)Upon the termination or expiration of the Forbearance Period:

(i)the Limited Forbearance shall immediately and automatically terminate and shall have no further force and effect;

(ii)each of the Forbearing Holders shall be released from any and all obligations and agreements under this Agreement; and

(iii)subject to the terms of the Indenture Documents and applicable law, the Forbearing Holders shall be free to proceed to enforce any or all of their Rights and Remedies set forth in the Indenture, the other Indenture Documents and applicable law (x) without the requirement of any demand, presentment, protest, or notice of any kind, all of which the Issuer waives, and (y) as if this Agreement had not occurred and the Limited Forbearance had not occurred.

(d)The Parties hereto agree that the running of all statutes of limitation and the doctrine of laches applicable to all claims or causes of action that the Trustee and the Forbearing Holders may be entitled to take or bring in order to enforce Rights and Remedies against the Issuer or any of the Guarantors, any of their respective Subsidiaries or any property or assets of any of the foregoing in respect of the Specified Defaults are, to the fullest extent permitted by law, tolled and suspended during the Forbearance Period.

(e)Execution of this Agreement constitutes a direction by each of the Forbearing Holders that the Trustee act or forbear from acting in accordance with the terms of this Agreement. The Trustee shall not, and shall not be required to, act against the Issuer or any of the Guarantors, any of their respective Subsidiaries or any property or assets of any of the foregoing if such action is contrary to the terms of this Agreement. Notwithstanding any other provision of this Agreement, the Forbearing Holders are not (i) indemnifying the Trustee against any liability under this Agreement or (ii) undertaking any obligation to provide such indemnity in the future, whether in connection with this Agreement or otherwise.

(f)The Issuer understands and accepts the temporary nature of the Limited Forbearance provided hereby and that none of the Trustee or the Forbearing Holders have given any assurances that they will extend such Limited Forbearance or provide waivers or amendments to the Indenture or any other Indenture Document other than those expressly provided for herein.

(g)The Issuer understands and accepts that, subject to this Agreement, all rights and remedies that the Trustee and the Forbearing Holders have under the Indenture Documents and applicable law with respect to the Issuer shall continue to be available to the Trustee and the Forbearing Holders.

SECTION 3.Termination of Waiver and Forbearance. The occurrence of any of the following events or circumstances shall constitute a termination event with respect to the Limited Waiver and Limited Forbearance (each, a “Termination Event”):

(i)the occurrence of any Event of Default under the Indenture that is not a Specified Default;

(ii)failure by the Issuer to comply with or perform under any provision of this Agreement;

(iii)any representation or warranty of the Issuer contained herein shall have been incorrect or misleading in any material respect when made;

(iv)the acceleration prior to its final stated maturity of any portion of the Indebtedness pursuant to the Credit Agreement, Existing Notes Indenture or any Qualified Receivables Facility;

(v)the termination or expiration of any forbearance, deferral or similar agreement for any reason (including lapse, termination, or default) entered into between (A) the Issuer or any of its Subsidiaries and (B) any holders of Indebtedness;

(vi)the entry of the Issuer or any of its Subsidiaries into any amendment, waiver or other modification to the terms of any Qualified Receivables Facility that is not acceptable to the Requisite Forbearing Holders (as defined below) in their sole discretion; and

(vii)the entry of the Issuer or any of its Subsidiaries into a restructuring support agreement or similar agreement that is not acceptable to the Requisite Forbearing Holders in their sole discretion.

The Issuer acknowledges and agrees that the occurrence of a Termination Event shall constitute an immediate Event of Default under the Indenture to the extent any Specified Default shall have occurred, be continuing and then constitute an Event of Default as though this Agreement had never come into effect. The Issuer shall provide notice to the Forbearing Holders promptly upon (and, in no event later than one (1) Business Day following a Financial Officer acquiring actual knowledge of) the occurrence of any Termination Event, it being agreed that an email to the Specified Forbearing Holder Advisors (as defined below) shall be sufficient for purposes of this notice.

SECTION 4.Confirmation of Loan Documents and Liens. The Issuer hereby confirms and ratifies (except to the extent expressly waived hereby) all of its obligations under the Indenture Documents to which it is a party, including the continuing accrual of interest on overdue interest described above. By its execution on the respective signature lines provided below, each of the Issuer hereby confirms and ratifies (except to the extent expressly waived hereby) all of its obligations and the Liens granted by it under the Collateral Documents to which it is a party and confirms that all references in such Collateral Documents to the “Indenture” (or words of similar import) refer to the Indenture as amended hereby without impairing any such obligations or Liens in any respect.

SECTION 5.Representations and Warranties.

(a)The Issuer hereby represents and warrants to the Trustee and the Forbearing Holders that as of the date hereof:

(i)the execution, delivery and performance of this Agreement and such Issuer’s obligations hereunder have been duly authorized by all necessary corporate or limited liability company action;

(ii)this Agreement has been duly executed and delivered by the Issuer and constitutes, when executed and delivered by such Company Party, a legal, valid and binding obligation of such Company Party enforceable against such Company Party in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, moratorium, reorganization, or other similar laws affecting creditors’ rights generally, (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and (c) implied covenants of good faith and fair dealing; and

(iii)no Event of Default has occurred and is continuing other than any Specified Default (to the extent it has occurred on the date hereof).

(b)Each of the Forbearing Holders confirms that it beneficially owns Notes in an aggregate principal amount equal to the amount set forth on its signature page hereto.

(c)Each of the Parties hereto hereby confirms that each of the following statements is true, accurate and complete as to such Party as of the date hereof:

(i)such Party has carefully read and fully understands all of the terms and conditions of this Agreement;

(ii)such Party has consulted with, or had a full and fair opportunity to consult with, an attorney regarding the terms and conditions of this Agreement;

(iii)such Party has had a full and fair opportunity to participate in the drafting of this Agreement;

(iv)such Party is freely, voluntarily and knowingly entering into this Agreement; and

(v)in entering into this Agreement, such Party has not relied upon any representation, warranty, covenant or agreement not expressly set forth herein or in the other Indenture Documents.

SECTION 6.Conditions Precedent. This Agreement shall become effective upon the satisfaction or waiver of each of the following conditions (the “Effective Date”):

(a)this Agreement shall have been executed by the Issuer and Forbearing Holders beneficially owning, in the aggregate, at least 75% in principal amount of the outstanding Notes; and

(b)all representations and warranties of the Issuer set forth herein shall be true and correct in all material respects (or, with respect to those representations and warranties expressly limited by their terms by materiality or material adverse effect qualifications, in all respects) as of the Effective Date as if made on such date (except to extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such date).

SECTION 7.Indenture Governs. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any noteholder, the Trustee under the Indenture or any other Indenture Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Indenture or any other Indenture Document, all of which shall continue in full force and effect. Nothing herein shall be deemed to entitle any Issuer or Guarantor 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 Indenture or any other Indenture Document in similar or different circumstances.

SECTION 8.Governing Law: Waiver of Jury Trial: Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 12.07 and 12.15 of the Indenture are incorporated herein by reference, mutatis mutandis.

SECTION 9.[Reserved].

SECTION 10.Successors and Assigns.

(a)The Issuer may not assign any rights or obligations under this Agreement.

(b)A Forbearing Holder may not assign or transfer any interest of any kind in any of the Notes (a “Notes Assignment”) it beneficially owns unless any of the below conditions are satisfied (the “Assignment Conditions”):

(i)to the extent such Forbearing Holder is managing the Notes on behalf of a fund, the Notes Assignment is to another fund managed by the Forbearing Holder, in which case, such Notes shall automatically be deemed to be subject to the terms of this Agreement;

(ii)the Notes Assignment is to any other Forbearing Holder (including through a broker-dealer intermediary), in which case, such Notes shall automatically be deemed to be subject to the terms of this Agreement; or

(iii)the assignee or transferee thereof shall enter into and deliver to the Issuer an executed copy of a joinder agreement substantially in the form of Exhibit B hereto within three (3) Business Days of the closing of such Notes Assignment.

So long as a Notes Assignment satisfied at least one Assignment Condition, the assignee or transferee under such Notes Assignment shall be deemed to be a Forbearing Holder hereunder and the assignor or transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. Any assignment by a Forbearing Holder of any interest in any Note that does not satisfy an Assignment Condition shall be null and void ab initio.

(c)The Issuer understands that the Forbearing Holders are engaged in a wide range of financial services and businesses. In furtherance of the foregoing, the Issuer acknowledges and agrees that, to the extent a Forbearing Holder expressly indicates on its signature page hereto that it is executing this Agreement on behalf of specific trading desk(s) and/or business group(s) of the Forbearing Holder that principally manage and/or supervise the Forbearing Holder’s investment in the Issuer, the obligations set forth in this Agreement shall only apply to such trading desk(s) and/or business group(s) and shall not apply to any other trading desk or business group of the Forbearing Holder so long as they are not acting at the direction or for the benefit of such Forbearing Holder or such Forbearing Holder’s investment in the Issuer; provided that the foregoing shall not diminish or otherwise affect the obligations and liability therefor of any legal entity that executes this Agreement.

(d)This Agreement shall in no way be construed to preclude the Forbearing Holders from acquiring additional Notes; provided, that any acquired Notes shall automatically and immediately upon acquisition by a Forbearing Holder be deemed subject to the terms of this Agreement. Notwithstanding the foregoing, each Forbearing Holder is aware that United States securities laws may prohibit any person who has material, non-public information concerning a company or entity which has issued securities (including the Issuer) from purchasing or selling securities of such company or entity, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person will purchase or sell such securities.

SECTION 11.Additional Parties. Without in any way limiting the provisions hereof, additional holders or beneficial owners of Notes may elect to become Parties to this Agreement

by executing and delivering to the Issuer a joinder agreement substantially in the form of Exhibit B hereto. Such additional holder or beneficial owner of Notes shall become a Forbearing Holder under this Agreement in accordance with the terms of this Agreement.

SECTION 12.Headings. Section headings in this Agreement are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 13.[Reserved].

SECTION 14.Fees and Expenses. The Issuer shall pay or reimburse the Forbearing Holders, within two (2) Business Days after the Effective Date, for all of the Forbearing Holders’ invoiced costs, charges and expenses incurred in connection with this Agreement through the Effective Date (including legal fees and other disbursements and expenses of Wachtell, Lipton, Rosen & Katz, as counsel to an ad hoc group of certain of the Forbearing Holders (the “Specified Forbearing Holder Advisors”)) to the extent invoiced at least one (1) Business Day prior to the Effective Date.

SECTION 15.Counterparts. This Agreement may be executed by one or more of the Parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by electronic image scan transmission shall be effective as delivery of a manually executed counterpart hereof. Any signature to this Agreement may be delivered by facsimile, electronic mail (including a “pdf” or “tif”) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. Each of the Parties hereto represents and warrants to the other Parties hereto that it has the corporate (or similar) capacity and authority to execute this Agreement through electronic means and there are no restrictions for doing so in such Party’s constitutive documents.

SECTION 16.Amendments: Execution in Counterparts. The provisions of this Agreement, including the provisions of this sentence may be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may only be given by an instrument in writing signed by the Issuer and Forbearing Holders holding at least two-thirds of the amount of Notes held by the Forbearing Holders on the Effective Date (the “Requisite Forbearing Holders”). Notwithstanding the previous sentence, any provision in this Agreement may be waived by an instrument in writing signed by the Issuer or Requisite Forbearing Holders on behalf of the Forbearing Holders, as applicable, against whom such waiver is to be effective, and any date or deadline set forth herein may be extended by written consent of the Issuer or Requisite Forbearing Holders on behalf of the Forbearing Holders, as applicable, against whom such extension is to be effective (which may be evidenced by email from counsel to the Issuer or the Specified Forbearing Holder Advisors, as applicable). This Agreement may be executed by one or more of the Parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or other electronic submission shall be effective as delivery of a manually executed counterpart hereof.

SECTION 17.Severability. The invalidity, illegality or unenforceability of any provision in or obligation under this Agreement in any jurisdiction shall not affect or impair the validity, legality or enforceability of the remaining provisions or obligations under this Agreement or of such provision or obligation in any other jurisdiction.

SECTION 18.Interpretation.

(a)This Agreement is the product of negotiations of the Parties and in the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof.

(b)Notwithstanding anything in this Agreement to the contrary,

(i)any forbearance or waiver by the Forbearing Holders pursuant to this Agreement is limited to their capacity as a holder of Notes only, and does not extend to any other rights or remedies that the Forbearing Holders may exercise in any other capacity;

(ii)all rights and obligations of the Forbearing Holders pursuant to this Agreement are several and not joint; and

(iii)no Forbearing Holder shall have any liability or obligation pursuant to this Agreement due to any action or inaction of any other Forbearing Holder.

SECTION 19.Relationship of Parties: No Third Party Beneficiaries. Nothing in this Agreement shall be construed to alter the existing debtor-creditor relationship between the Issuer, on the one hand, and the Forbearing Holders, on the other hand. This Agreement is not intended, nor shall it be construed, to create a fiduciary, partnership, or joint venture relationship between or among any of the Parties hereto. No person other than a Party hereto is intended to be a beneficiary hereof and no person other than a Party hereto shall be authorized to rely upon or enforce the contents of this Agreement.

SECTION 20.Separately Managed Accounts. The Parties hereto acknowledge that all representations, warranties, covenants and other agreements made by or with respect to any holder of Notes that is a separately managed account of an investment manager identified on the signature pages hereto (the “Manager”) are being made only with respect to the assets managed by such Manager on behalf of such holder of Notes, and shall not apply to (or be deemed to be made in relation to) any assets or interests that may be beneficially owned by such holder of Notes that are not held through accounts managed by such Manager.

SECTION 21.Confidentiality. Except to the extent required by applicable law, rule, regulation or compulsory legal process, the Issuer shall hold confidential, and shall not distribute or otherwise share with third parties, the holdings of Notes of individual Forbearing Holders (the “Individual Holdings”) other than with advisors to the Issuer who agrees to hold the Individual Holdings confidential and not distribute or otherwise share them with any other party.

[Remainder of page intentionally left blank.]

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


CURO GROUP HOLDINGS CORP.


By:			/s/ Douglas D. Clark
			Name: Douglas D. Clark
			Title: Chief Executive Officer

[SIGNATURE PAGE TO 1.5L LIMITED FORBEARANCE]

IN WITNESS WHEREOF, each of the Forbearing Holders hereto has caused this Agreement to be duly executed and delivered by its respective proper and duly authorized officers as of the day and year first above written as set forth on Exhibit A.

EXHIBIT A

EXHIBIT B

[FORM OF FORBEARANCE JOINDER AGREEMENT]

[Date]

CURO Group Holdings Corp.
200 W. Hubbard Street, 8th Flr
Chicago, IL 60654

Attention: Legal Department
Email: BeccaFox@curo.com; legaldept@curo.com

Cc: [●]

RE: Forbearance Agreement

Ladies and Gentlemen:

Reference is made to the Forbearance Agreement, dated as of February [__], 2024, entered into between the Issuer and the Forbearing Holders party thereto (such Forbearance Agreement, as in effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with this Forbearance Joinder Agreement, being the “Forbearance Agreement”). Any capitalized terms not defined in this Forbearance Joinder Agreement have the meanings given to them in the Forbearance Agreement.

SECTION I. Joining Obligations Under the Forbearance Agreement. The undersigned hereby agrees, as of the date first above written, to join and to be bound as a Forbearing Holder by all of the terms and conditions of the Forbearance Agreement to the same extent as each of the other Forbearing Holders thereunder. The undersigned further agrees, as of the date first above written, that each reference in the Forbearance Agreement to a “Forbearing Holder” shall also mean and be a reference to the undersigned, including the making of each representation and warranty set forth in Section 6 of the Forbearance Agreement.

SECTION II. Execution and Delivery. Delivery of an executed counterpart of a signature page to this Forbearance Joinder Agreement by telecopier or in .PDF or similar format by electronic mail shall be effective as delivery of an original executed counterpart of this Forbearance Joinder Agreement.

SECTION III. Governing Law; Jurisdiction; Waiver of Jury Trial. Etc. The Parties hereto hereby agree that Section 8 of the Forbearance Agreement shall apply mutatis mutandis to this Forbearance Joinder Agreement.

[Signature Page Follows]


[•], as a Forbearing Holder

By:
			Name:
			Title:

Notes Beneficially Owned:

[SIGNATURE PAGE TO FORBEARANCE JOINDER AGREEMENT]

EXHIBIT 10.2

Execution Version

FORBEARANCE AGREEMENT

This FORBEARANCE AGREEMENT, dated as of March 1, 2024 (this “Agreement”), is by and among CURO Group Holdings Corp., a Delaware corporation (the “Issuer”), and undersigned noteholders beneficially owning, in the aggregate, over 70% in principal amount of the outstanding Notes (as defined below) (the “Forbearing Holders,” and together with the Issuer, the “Parties,” and the Issuer or any Forbearing Holder, individually, a “Party”). Capitalized terms used but not otherwise defined in this Agreement have the same meanings as specified in the Indenture (as defined below).

RECITALS

WHEREAS, reference is made to that certain Indenture, dated as of July 30, 2021 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Indenture”), by and among the Issuer, the Guarantors party thereto from time to time and TMI Trust Company, as trustee and collateral agent (the “Trustee”), pursuant to which the Issuer issued 7.500% Senior Secured Notes due 2028 (the “Notes”);

WHEREAS, as a result of the failure of the Issuer to make scheduled payment of interest due and payable on February 1, 2024, a Default or Event of Default has occurred, may have occurred or may occur under Section 7.01(a) of the Indenture (the “Specified Default”); and

WHEREAS, each of the Forbearing Holders is willing to forbear from exercising or directing the Trustee to exercise all of its rights and remedies (subject to Section 18(b) hereof) in respect of the Specified Default under the Indenture Documents or applicable law, rule or regulation, including, without limitation, (a) any right to accelerate any principal, premium or interest in respect of the Notes or any other Indenture Obligations and (b) any right of set off and recoupment (all such rights and remedies, collectively, the “Rights and Remedies”) during the period commencing on the date hereof and terminating on the earlier of (x) March 18, 2024 or (y) the occurrence of a Termination Event (as defined below) (the “Forbearance Period”) (except as expressly preserved herein).

SECTION 1.Defaults. The Specified Default, if it has occurred or were to occur, does or would constitute an Event of Default under the Indenture (upon the expiration of any and all applicable cure periods and giving of any and all required notices).

SECTION 2.Limited Forbearance.

exercise) any Rights and Remedies with respect to the Specified Default, or if the Trustee is instructed or requested to exercise any Rights and Remedies by holders of more than 30% of the Notes, each Forbearing Holder (severally and not jointly) agrees to use reasonable efforts to cause the Trustee to rescind such exercise of Rights and Remedies, to the extent permitted under the Indenture. For purposes of this Section 2(a)(ii), the Parties agree that (x) the delivery of a letter from the Forbearing Holders to the Trustee instructing or directing that the relevant exercise of Rights and Remedies be rescinded will constitute “reasonable efforts,” and (y) the Forbearing Holders have no obligation to provide any indemnification in connection with any request made pursuant to this Section 2(a)(ii) (or otherwise pursuant to this Agreement).

(b)The Limited Forbearance is limited in nature and is not intended, and shall not be deemed or construed (i) to constitute a waiver of the Specified Default or any other existing or future Defaults or Events of Default or compliance with any term or provision of the Indenture Documents or applicable law or any options, rights and remedies to which the Forbearing Holders may be entitled, (ii) as a waiver of the Issuer’s obligation, pursuant to the Indenture and the Notes, to pay interest on unpaid interest at a rate of 8.500% pursuant to the terms of the Indenture (and which obligation to pay interest on interest pursuant to the terms of the Indenture the Issuer hereby reaffirms) or (iii) to establish a custom or course of dealing between the Issuer and the Guarantors, on the one hand, and the Trustee and/or any noteholder, on the other hand. The Issuer acknowledges and agrees that the agreement of the Trustee and the Forbearing Holders hereunder to forbear from exercising their Rights and Remedies with respect to the Specified Default shall not constitute a waiver of the Specified Default or any other Default or Event of Default that may be outstanding on the date hereof or any Default or Event of Default that may occur after the date hereof (which are hereby preserved), and that, except as expressly set forth in this Agreement, the Trustee and the Forbearing Holders shall be entitled to exercise all rights and remedies that the Trustee and the Forbearing Holders may have under any or all of the Indenture Documents and applicable law in connection with all Defaults or Events of Default.

(c)Upon the termination or expiration of the Forbearance Period:

(i)the Limited Forbearance shall immediately and automatically terminate and shall have no further force and effect;

(ii)each of the Forbearing Holders shall be released from any and all obligations and agreements under this Agreement; and

(d)The Parties hereto agree that the running of all statutes of limitation and the doctrine of laches applicable to all claims or causes of action that the Trustee and the Forbearing Holders may be entitled to take or bring in order to enforce its rights and remedies against the Issuer or any of the Guarantors, any of their respective Subsidiaries or any property or assets of any of the foregoing in respect of the Specified Default is, to the fullest extent permitted by law, tolled and suspended during the Forbearance Period.

of the Guarantors, any of their respective Subsidiaries or any property or assets of any of the foregoing if such action is contrary to the terms of this Agreement. Notwithstanding any other provision of this Agreement, the Forbearing Holders are not (i) indemnifying the Trustee against any liability under this Agreement or (ii) undertaking any obligation to provide such indemnity in the future, whether in connection with this Agreement or otherwise.

(i)the occurrence of any Event of Default under the Indenture that is not a Specified Default;

(ii)failure by the Issuer to comply with or perform under any provision of this Agreement;

(iii)any representation or warranty of the Issuer contained herein shall have been incorrect or misleading in any material respect when made;

(iv)the acceleration prior to its final stated maturity of any portion of the Indebtedness pursuant to (A) the Credit Agreement, (B) that certain Indenture, dated as of May 15, 2023 (as amended by the First Supplemental Indenture, dated as of February 7, 2024, and as otherwise amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “1.5L Indenture”) by and among the Issuer, the Guarantors party thereto from time to time, and U.S. Bank Trust Company, National Association, as trustee and collateral agent, pursuant to which the Issuer issued 7.500% Senior 1.5 Lien Secured Notes due 2028 or (C) any Qualified Receivables Facility;

The Issuer acknowledges and agrees that the occurrence of a Termination Event shall constitute an immediate Event of Default under the Indenture to the extent any Specified Default shall have

occurred, be continuing and then constitute an Event of Default as though this Agreement had never come into effect. The Issuer shall provide notice to the Forbearing Holders promptly upon (and, in no event later than one (1) Business Day following a Financial Officer acquiring actual knowledge of) the occurrence of any Termination Event, it being agreed that an email to the Specified Forbearing Holder Advisors (as defined below) shall be sufficient for purposes of this notice.