On February 7, 2024, Pagaya Technologies Ltd. (the ?Company?) announced that, on February 2, 2024, the Company entered into that certain Credit Agreement (the ?Credit Agreement?) by and among the Company, as a borrower, Pagaya US Holding Company LLC (?Pagaya US?), as a borrower, the lenders from time to time party thereto and Acquiom Agency Services LLC, as administrative agent, which provides for a 5-year senior secured revolving credit facility (the ?Revolving Credit Facility?) in an initial principal amount of $25 million, and a 5 year senior secured term loan facility (the ?Term Loan Facility,? and together with the Revolving Credit Facility, the ?Facilities?) in an initial principal amount of $255 million. The Facilities replace the SVB Credit Facility (as defined below).

In addition to replacing the SVB Credit Facility, proceeds of borrowings under the Facilities may be used for general corporate purposes of the Company and its subsidiaries. As of the date of this filing, no borrowings have been made under the Revolving Credit Facility. The Company may voluntarily prepay borrowings under the Facilities at any time and from time to time subject to, in regards to voluntary prepayments and certain mandatory prepayments of the Term Loan Facility, a 3.00% fee if paid prior to the first anniversary of the Term Loan Facility, 2.00% if paid after the first anniversary but prior to the second anniversary, 1.00% if after the second anniversary but prior to the third anniversary, and 0.50% if after the third anniversary but prior to the fourth anniversary.

In each case, prepayments of the Facilities may be subject to the payment of ?breakage? costs. Borrowings under the Facilities bear interest at a rate per annum equal to, at the Company?s option, (i) a base rate (determined based on the prime rate and subject to a 2.00% floor) plus a margin of 6.50% and (ii) an adjusted term Secured Overnight Financing Rate (subject to a 1.00% floor) plus a margin of 7.50%.

A commitment fee accrues on any unused portion of the commitments under the Revolving Credit Facility at a rate per annum of 0.25% and is payable quarterly in arrears.