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): July 3, 2008
ENCORE CAPITAL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-26489 | 48-1090909 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 8875 Aero Drive, Suite 200, San Diego, California | 92123 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(877) 445-4581
(Registrant’s telephone number, including area code)
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 ( see General Instruction A.2. below):
| ¨ | 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)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
Effective July 3, 2008, Encore Capital Group, Inc. (“Encore”), entered into Amendment No. 8 (the “Amendment No. 8”) dated as of July 3, 2008 to the Credit Agreement dated as of June 7, 2005 (the “Credit Agreement”), by and among Encore, the lenders identified on the signature pages thereto, as Lenders, and JPMorgan Chase Bank, National Association, as Administrative Agent. Amendment No. 8 primarily expanded the $230 million senior secured revolving credit facility by increasing the accordion feature to provide for an additional $105 million in availability, added three additional lenders and increased the applicable margin under certain circumstances between 25 and 75 basis points.
The above summary of Amendment No. 8 is qualified in its entirety by reference to the full terms and conditions of Amendment No. 8, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided above under Item 1.01 is hereby incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 10.1 | Amendment No. 8 dated as of July 3, 2008 to the Credit Agreement dated as of June 7, 2005, by and among Encore Capital Group, Inc., the lenders identified on the signature pages thereto, as Lenders, and JPMorgan Chase Bank, National Association, as Administrative Agent. | |
| 10.2 | Amendment No. 7 dated as of May 9, 2008 to the Credit Agreement dated as of June 7, 2005, by and among Encore Capital Group, Inc., the lenders identified on the signature pages thereto, as Lenders, and JPMorgan Chase Bank, National Association, as Administrative Agent. | |
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SIGNATURE
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.
| ENCORE CAPITAL GROUP, INC. | ||||
| Date: July 7, 2008 | /s/ Paul Grinberg | |||
| Paul Grinberg | ||||
| Executive Vice President, | ||||
| Chief Financial Officer and Treasurer | ||||
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Exhibit Index
| Exhibit |
Description | |
| 10.1 | Amendment No. 8 dated as of July 3, 2008 to the Credit Agreement dated as of June 7, 2005, by and among Encore Capital Group, Inc., the lenders identified on the signature pages thereto, as Lenders, and JPMorgan Chase Bank, National Association, as Administrative Agent. | |
| 10.2 | Amendment No. 7 dated as of May 9, 2008 to the Credit Agreement dated as of June 7, 2005, by and among Encore Capital Group, Inc., the lenders identified on the signature pages thereto, as Lenders, and JPMorgan Chase Bank, National Association, as Administrative Agent. | |
EXHIBIT 10.1
EXECUTION COPY
AMENDMENT NO. 8
Dated as of July 3, 2008
to
CREDIT AGREEMENT
Dated as of June 7, 2005
THIS AMENDMENT NO. 8 (“Amendment”) is made as of July 3, 2008 by and among Encore Capital Group, Inc. (the “Borrower”), the financial institutions listed on the signature pages hereof (the “Lenders”) and JPMorgan Chase Bank, National Association, as Administrative Agent (the “Agent”), under that certain Credit Agreement dated as of June 7, 2005 by and among the Borrower, the Lenders and the Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
WHEREAS, the Borrower has requested that the Lenders and the Agent agree to certain amendments and waivers with respect to the Credit Agreement;
WHEREAS, the Lenders party hereto and the Agent have agreed to such amendments and waivers on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders party hereto and the Agent have agreed to enter into this Amendment.
1. Amendments to Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is amended as follows:
(a) Section 2.5.3 of the Credit Agreement is amended to (i) delete the reference to “$300,000,000” therein and to substitute “$335,000,000” in lieu thereof and (ii) delete the reference to “$70,000,000” therein and to substitute “$105,000,000” in lieu thereof.
(b) Section 6.1.1(c) of the Credit Agreement is amended and restated in its entirety to read “(c) [intentionally omitted].” The Lenders party hereto waive any previous non-compliance with Section 6.1.1(c) of the Credit Agreement.
(c) The Pricing Schedule is amended to restate the table with respect to the Applicable Margin set for therein in its entirety as follows:
| APPLICABLE MARGIN |
LEVEL I STATUS |
LEVEL II STATUS |
LEVEL III STATUS |
||||||
| Eurodollar Rate |
2.25 | % | 2.50 | % | 2.75 | % | |||
| Floating Rate |
0.25 | % | 0.50 | % | 0.75 | % |
(d) The Revolving Loan Commitments of certain of the Lenders are amended and increased and therefore, upon the effectiveness hereof, the Revolving Loan Commitments of all of the Lenders are amended as set forth in the schedule on Annex I hereto. The Borrower hereby agrees to compensate each Lender for any and all losses, expenses and liabilities incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans and the reallocation described in Section 2(a) below, in each case on the terms and in the manner set forth in Section 3.4 of the Credit Agreement.
(e) Each of HSH Nordbank AG, London Branch, KeyBank National Association and Wachovia Bank, National Association (each a “New Lender” and, collectively, the “New Lenders”) is entering into this Amendment and the Credit Agreement as a new Lender thereunder. Upon the effectiveness hereof, each New Lender shall constitute a “Lender” for all purposes under the Loan Documents.
2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that (a) in connection with the assignments and increases described in Section 1(c) above, the Agent and the Lenders shall have administered the reallocation of the Aggregate Outstanding Revolving Credit Exposure among the Lenders such that after giving effect to the reallocations of the Revolving Loan Commitments, each Lender’s Revolving Loan Pro Rata Share of the Aggregate Outstanding Revolving Credit Exposure is equal to such Lender’s Revolving Loan Pro Rata Share of the Aggregate Revolving Loan Commitments, (b) the Agent shall have received (i) counterparts of this Amendment duly executed by the Borrower, the Required Lenders (including each of the Lenders increasing its Revolving Loan Commitment and each of the New Lenders) and the Agent and the Consent and Reaffirmation attached hereto duly executed by the Guarantors, (ii) such other opinions, instruments and documents as are reasonably requested by the Agent and (iii) for the ratable account of each Lender with a Revolving Loan Commitment being increased, an upfront fee in an amount previously agreed upon by the Borrower and the Agent in respect of such Lender’s incremental portion of its increased Revolving Loan Commitment and (c) the Borrower shall have paid, to the extent invoiced, all expenses of the Agent (including attorneys’ fees and expenses) in connection with this Amendment and the other Loan Documents.
3. Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows:
(a) This Amendment and the Credit Agreement as amended hereby constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their terms.
(b) As of the date hereof and giving effect to the terms of this Amendment, (i) there exists no Default or Unmatured Default and (ii) the representations and warranties contained in Article V of the Credit Agreement, as amended hereby, are true and correct, except for representations and warranties made with reference solely to an earlier date.
4. Reference to and Effect on the Credit Agreement.
(a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.
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(b) Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
(c) Other than as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.
5. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, but giving effect to federal laws applicable to national banks.
6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
7. Counterparts. This Amendment 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.
[Signature Pages Follow]
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.
| ENCORE CAPITAL GROUP, INC., | ||
| as the Borrower | ||
| By: | /s/ J. Brandon Black | |
| Name: | J. Brandon Black | |
| Title: | President & CEO | |
Signature Page to Amendment No. 8
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
| JPMORGAN CHASE BANK, | ||
| NATIONAL ASSOCIATION, | ||
| as Administrative Agent, as LC Issuer and as a Lender | ||
| By: | /s/ Anna C. Ruiz | |
| Name: | Anna C. Ruiz | |
| Title: | Vice President | |
Signature Page to Amendment No. 8
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
| BANK OF AMERICA, N.A., as Syndication Agent and as a Lender | ||
| By: | /s/ Tom Vessey | |
| Name: | Tom Vessey | |
| Title: | Senior Vice President | |
Signature Page to Amendment No. 8
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
| BANK OF SCOTLAND plc, as a Co-Documentation Agent as a Lender | ||
| By: | /s/ Julia R. Franklin | |
| Name: | Julia R. Franklin | |
| Title: | Assistant Vice President | |
Signature Page to Amendment No. 8
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
| HSH NORDBANK AG, LONDON BRANCH, as a Lender | ||
| By: | /s/ Cad Outmezguine | |
| Name: | Cad Outmezguine | |
| Title: | Senior Structurer | |
| By: | /s/ Fiona Bryans | |
| Name: | Fiona Bryans | |
| Title: | V.P. | |
Signature Page to Amendment No. 8
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
| CALIFORNIA BANK & TRUST, as a Co-Documentation Agent as a Lender | ||
| By: | /s/ Carmen Sanz | |
| Name: | Carmen Sanz | |
| Title: | Vice President | |
Signature Page to Amendment No. 8
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
| KEYBANK NATIONAL ASSOCIATION, as a Co-Documentation Agent and as a Lender | ||
| By: | /s/ John McCracken | |
| Name: | John McCracken | |
| Title: | Director | |
Signature Page to Amendment No. 8
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
| FIRST BANK, as a Lender | ||
| By: | /s/ Gilmore Hector | |
| Name: | Gilmore Hector | |
| Title: | Vice President | |
Signature Page to Amendment No. 8
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
| WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Matthew Freeman | |
| Name: | Matthew Freeman | |
| Title: | SVP, Commercial Risk Manager | |
Signature Page to Amendment No. 8
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
| GUARANTY BANK, as a Lender | ||
| By: | /s/ Scott Brewer | |
| Name: | Scott Brewer | |
| Title: | Managing Director | |
Signature Page to Amendment No. 8
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
| CITIBANK, N.A., as a Lender | ||
| By: | /s/ Dennis Jans | |
| Name: | Dennis Jans | |
| Title: | Senior Vice President | |
Signature Page to Amendment No. 8
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
| BANK LEUMI USA, as a Lender | ||
| By: | /s/ Jacques Delvoye | |
| Name: | Jacques Delvoye | |
| Title: | FVP | |
Signature Page to Amendment No. 8
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
| MANUFACTURERS BANK, as a Lender | ||
| By: | /s/ Maureen Kelly | |
| Name: | ||
| Title: | Vice President | |
Signature Page to Amendment No. 8
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
CONSENT AND REAFFIRMATION
Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 8 to the Credit Agreement dated as of June 7, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Encore Capital Group, Inc. (the “Borrower”), the financial institutions from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, National Association, in its individual capacity as a Lender and in its capacity as contractual representative (the “Agent”), which Amendment No. 8 is dated as of July 3, 2008 (the “Amendment”). Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course of dealing by the Agent or any Lender, each of the undersigned consents to the Amendment and reaffirms the terms and conditions of the Guaranty Agreement, the Pledge and Security Agreement and any other Loan Document executed by it and acknowledges and agrees that such agreement and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment and as the same may from time to time hereafter be amended, modified or restated.
Dated: July 3, 2008
[Signature Page Follows]
| MIDLAND CREDIT MANAGEMENT, INC. , as a Guarantor | MIDLAND FUNDING NCC-2 CORPORATION, as Guarantor | |||||||
| By: | /s/ J. Brandon Black | By: | /s/ J. Brandon Black | |||||
| Name: | J. Brandon Black | Name: | J. Brandon Black | |||||
| Title: | President & CEO | Title: | President | |||||
| ASCENSION CAPITAL GROUP, INC., as a Guarantor |
MIDLAND PORTFOLIO SERVICES, INC., as a Guarantor | |||||||
| By: | /s/ J. Brandon Black | By: | /s/ J. Brandon Black | |||||
| Name: | J. Brandon Black | Name: | J. Brandon Black | |||||
| Title: | Vice President | Title: | President | |||||
| MIDLAND INTERNATIONAL LLC, as a Guarantor | MIDLAND FUNDING LLC, as a Guarantor | |||||||
| By: | MIDLAND CREDIT MANAGEMENT, INC., its Sole | By: | /s/ J. Brandon Black | |||||
| Member | Name: | J. Brandon Black | ||||||
| Title: | President | |||||||
| By: | /s/ J. Brandon Black | |||||||
| Name: | J. Brandon Black | |||||||
| Title: | President & CEO | |||||||
| MRC RECEIVABLES CORPORATION, as a Guarantor |
||||||||
| By: | /s/ J. Brandon Black | |||||||
| Name: | J. Brandon Black | |||||||
| Title: | President | |||||||
Signature Page to Consent and Reaffirmation to Amendment No. 8
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
ANNEX I
Revolving Loan Commitments
| Lender |
Amount of Revolving Loan Commitment |
% of Aggregate Revolving Loan Commitment |
||||
| JPMorgan Chase Bank, National Association |
$ | 48,200,000 | 14.3880597015 | % | ||
| Bank of America, N.A. |
$ | 48,200,000 | 14.3880597015 | % | ||
| Bank of Scotland plc |
$ | 35,000,000 | 10.4477611940 | % | ||
| HSH Nordbank AG |
$ | 35,000,000 | 10.4477611940 | % | ||
| California Bank & Trust |
$ | 30,000,000 | 8.9552238806 | % | ||
| KeyBank National Association |
$ | 30,000,000 | 8.9552238806 | % | ||
| First Bank |
$ | 26,100,000 | 7.7910447761 | % | ||
| Wachovia Bank, National Association |
$ | 25,000,000 | 7.4626865672 | % | ||
| Guaranty Bank |
$ | 20,000,000 | 5.9701492537 | % | ||
| Citibank, N.A. |
$ | 15,000,000 | 4.4776119403 | % | ||
| Bank Leumi USA |
$ | 15,000,000 | 4.4776119403 | % | ||
| Manufacturers Bank |
$ | 7,500,000 | 2.2388059701 | % | ||
| TOTAL |
$ | 335,000,000 | 100 | % | ||
EXHIBIT 10.2
EXECUTION COPY
AMENDMENT NO. 7
Dated as of May 9, 2008
to
CREDIT AGREEMENT
Dated as of June 7, 2005
THIS AMENDMENT NO. 7 (“Amendment”) is made as of May 9, 2008 by and among Encore Capital Group, Inc. (the “Borrower”), the financial institutions listed on the signature pages hereof (the “Lenders”) and JPMorgan Chase Bank, National Association, as Administrative Agent (the “Agent”), under that certain Credit Agreement dated as of June 7, 2005 by and among the Borrower, the Lenders and the Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
WHEREAS, the Borrower has requested that the Lenders and the Agent agree to certain amendments to the Credit Agreement;
WHEREAS, the Lenders party hereto and the Agent have agreed to such amendments on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders party hereto and the Agent have agreed to enter into this Amendment.
1. Amendments to Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is amended as follows:
(a) Clause (v) of Section 6.10 of the Credit Agreement is amended and restated in its entirety to read as follows:
“(v) the Borrower may, so long as the Payment Conditions are satisfied, make repurchases of its capital stock and redeem or purchase its “Unsecured Notes” (as defined in that certain Amendment No. 1 and Consent dated as of August 1, 2005 by and among the Borrower, the Lenders party thereto and the Administrative Agent) so long as the aggregate cumulative amount expended for all such repurchases of capital stock and redemptions and purchases of such Unsecured Notes does not exceed $50,000,000. As used herein, “Payment Conditions” means (i) no Default or Unmatured Default has then occurred and is continuing or would arise after giving effect thereto and (ii) before and after giving effect (including pro forma effect) thereto, (A) the Borrower is in compliance with the covenants set forth in Sections 6.21 and 6.22 and (B) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Adjusted Available Aggregate Revolving Loan Commitment.
2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that (a) the Agent shall have received (i) counterparts of this Amendment duly executed by the Borrower, the Required Lenders and the Agent and the Consent and Reaffirmation attached hereto duly executed by the Guarantors and (ii) such other instruments and documents as are reasonably requested by the Agent and (b) the Borrower shall have paid, to the extent invoiced, all expenses of the Agent (including attorneys’ fees and expenses) in connection with this Amendment and the other Loan Documents.
3. Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows:
(a) This Amendment and the Credit Agreement as amended hereby constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their terms.
(b) As of the date hereof and giving effect to the terms of this Amendment, (i) there exists no Default or Unmatured Default and (ii) the representations and warranties contained in Article V of the Credit Agreement, as amended hereby, are true and correct, except for representations and warranties made with reference solely to an earlier date.
4. Reference to and Effect on the Credit Agreement.
(a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.
(b) Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.
5. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, but giving effect to federal laws applicable to national banks.
6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
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7. Counterparts. This Amendment 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.
[Signature Pages Follow]
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.
| ENCORE CAPITAL GROUP, INC.,as the Borrower | ||
| By: | /s/ J. Brandon Black | |
| Name: | J. Brandon Black | |
| Title: | President & CEO | |
Signature Page to Amendment No. 7
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
| JPMORGAN CHASE BANK, | ||
| NATIONAL ASSOCIATION, as Administrative Agent, as LC Issuer and as a Lender | ||
| By: | /s/ Anna C. Ruiz | |
| Name: | Anna C. Ruiz | |
| Title: | Vice President | |
Signature Page to Amendment No. 7
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
| BANK OF SCOTLAND plc, as a Lender | ||
| By: | /s/ Karen Weich | |
| Name: | Karen Weich | |
| Title: | Vice President | |
Signature Page to Amendment No. 7
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
| BANK OF AMERICA, N.A., as a Lender | ||
| By: | /s/ Gordon W. Wiens | |
| Name: | Gordon W. Wiens | |
| Title: | Senior Vice President | |
Signature Page to Amendment No. 7
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
| CALIFORNIA BANK & TRUST, as a Lender | ||
| By: | /s/ Michael Powell | |
| Name: | Michael Powell | |
| Title: | Senior Vice President | |
Signature Page to Amendment No. 7
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
| GUARANTY BANK, as a Lender | ||
| By: | ||
| Name: | ||
| Title: | ||
Signature Page to Amendment No. 7
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
| FIRST BANK, as a Lender | ||
| By: | /s/ Gilmore Hector | |
| Name: | Gilmore Hector | |
| Title: | Vice President | |
Signature Page to Amendment No. 7
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
| CITIBANK, N.A., as a Lender | ||
| By: | ||
| Name: | ||
| Title: | ||
Signature Page to Amendment No. 7
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
| BANK LEUMI USA, as a Lender | ||
| By: | /s/ Jacques Delvoye | |
| Name: | Jacques Delvoye | |
| Title: | First Vice President | |
Signature Page to Amendment No. 7
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
| MANUFACTURERS BANK, as a Lender | ||
| By: | /s/ Maureen Kelly | |
| Name: | ||
| Title: | Vice President | |
Signature Page to Amendment No. 7
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005
CONSENT AND REAFFIRMATION
Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 7 to the Credit Agreement dated as of June 7, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Encore Capital Group, Inc. (the “Borrower”), the financial institutions from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, National Association, in its individual capacity as a Lender and in its capacity as contractual representative (the “Agent”), which Amendment No. 7 is dated as of May 9, 2008 (the “Amendment”). Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course of dealing by the Agent or any Lender, each of the undersigned consents to the Amendment and reaffirms the terms and conditions of the Guaranty Agreement, the Pledge and Security Agreement and any other Loan Document executed by it and acknowledges and agrees that such agreement and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment and as the same may from time to time hereafter be amended, modified or restated.
Dated: May 9, 2008
[Signature Page Follows]
| MIDLAND CREDIT MANAGEMENT, INC. , as a Guarantor |
MIDLAND FUNDING NCC-2 CORPORATION, as a Guarantor | |||||||
| By: | /s/ J. Brandon Black | By: | /s/ J. Brandon Black | |||||
| Name: | J. Brandon Black | Name: | J. Brandon Black | |||||
| Title: | President & CEO | Title: | President | |||||
| ASCENSION CAPITAL GROUP, INC., as a Guarantor | MIDLAND PORTFOLIO SERVICES, INC., as a Guarantor | |||||||
| By: | /s/ J. Brandon Black | By: | /s/ J. Brandon Black | |||||
| Name: | J. Brandon Black | Name: | J. Brandon Black | |||||
| Title: | Vice President | Title: | President | |||||
| MIDLAND INTERNATIONAL LLC, as a Guarantor | MIDLAND FUNDING LLC, as a Guarantor | |||||||
| By: | MIDLAND CREDIT MANAGEMENT, INC., its Sole | By: | /s/ J. Brandon Black | |||||
| Member | Name: | J. Brandon Black | ||||||
| Title: | /President | |||||||
| By: | /s/ J. Brandon Black | |||||||
| Name: | J. Brandon Black | |||||||
| Title: | President & CEO | |||||||
| MRC RECEIVABLES CORPORATION, as a Guarantor | ||||||||
| By: | /s/ J. Brandon Black | |||||||
| Name: | J. Brandon Black | |||||||
| Title: | President | |||||||
Signature Page to Consent and Reaffirmation to Amendment No. 7
Encore Capital Group, Inc.
Credit Agreement dated as of June 7, 2005