FIRST AMENDMENT TO CREDIT AGREEMENT

EXHIBIT 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of March 10, 2008 (this “Amendment”), is by and among ASSET ACCEPTANCE CAPITAL CORP. (the “Borrower”), the Lenders party to the Credit Agreement described below (collectively, the “Lenders” and individually, a “Lender”), and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

RECITALS

     A. The Borrower, the Administrative Agent and the Lenders entered into a Credit Agreement, dated as of June 5, 2007 (as it may be amended or modified from time to time, the “Credit Agreement”).

     B. The Borrower desires to amend the Credit Agreement, and the Administrative Agent and the Lenders are willing to do so strictly in accordance with the terms hereof.

TERMS

     In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows:

ARTICLE 1.
AMENDMENTS

     Upon the satisfaction of the conditions set forth in Article 3 hereof, the Credit Agreement shall be amended as follows:

     1.1 The definitions of Applicable Margin and Consolidated Tangible Net Worth in Section 1.01 are restated as follows:

     “Applicable Margin” means, for any day, (a) with respect to any Eurocurrency Loan or ABR Loan that is a Tranche B Term Loan, as the case may be, the applicable rate per annum set forth below under the caption “Tranche B Eurocurrency Spread” or “Tranche B ABR Spread”, as the case may be, based upon the Leverage Ratio as of the most recent determination date and (b) with respect to any Eurocurrency Loan or ABR Loan that is a Revolving Loan or with respect to the commitment fees or fees on Letters of Credit payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Revolving Eurocurrency Spread”, “Revolving ABR Spread”, “Commitment Fee Rate” or “Letter of Credit Fee”, as the case may be, based upon the Leverage Ratio as of the most recent determination date:

						Revolving
				Tranche B		Eurocurrency
				Eurocurrency		Spread and Letter		Tranche B		Revolving		Commitment
Level		Leverage Ratio		Spread		of Credit Fee		ABR Spread		ABR Spread		Fee Rate
I		< 0.375		2.25%		1.50%		1.25%		0.0%		0.25%
II		³ 0.375 and < 0.625		2.25%		1.75%		1.25%		0.25%		0.30%
III		³ 0.625 and < 0.875		2.25%		2.00%		1.25%		0.50%		0.35%
IV		³ 0.875 and < 1.125		2.50%		2.25%		1.25%		0.75%		0.40%
V		³ 1.125		2.50%		2.50%		1.25%		1.00%		0.50%

The Applicable Margin shall be determined in accordance with the foregoing table based on the Leverage Ratio as of the end of each Fiscal Quarter. Adjustments, if any, to the Applicable Margin shall be effective the first day of the month following the month that the Administrative Agent is scheduled to receive the applicable financials under Section 5.01(a) or (b) and certificate under Section 5.01(c). If the

Borrower fails to deliver the financials to the Administrative Agent at the time required hereunder, then the Applicable Margin shall be set at Level V until such financials are so delivered. Notwithstanding anything herein to the contrary, the Applicable Margin shall be set at Level IV as of the effective date of the First Amendment to this Agreement.

     “Consolidated Tangible Net Worth” means at any time the consolidated stockholders’ equity of the Borrower and its Subsidiaries calculated on a consolidated basis as of such time, less the net book value of all goodwill and other assets which are deemed intangible assets under GAAP, provided that leasehold improvements and computer software shall not be considered intangible assets for purposes of this definition regardless of their classification under GAAP.

     1.2 Section 6.12(a) is restated as follows:

     (a) Leverage Ratio. Permit or suffer the Leverage Ratio to exceed (i) 1.25 to 1.0 at any time on or before June 29, 2009, (ii) 1.125 to 1.0 at any time on or after June 30, 2009 and on or before December 30, 2010 or (iii) 1.0 to 1.0 at any time thereafter.

     1.3 Section 6.12(c) is restated as follows:

     (c) Ratio of Total Liabilities to Tangible Net Worth. Permit or suffer the ratio of the Consolidated Total Liabilities to the Consolidated Tangible Net Worth to exceed (i) 3.00 to 1.0 at any time on or before September 29, 2008, (ii) 2.75 to 1.0 at any time on or after September 30, 2008 and on or before December 30, 2008, (iii) 2.50 to 1.0 at any time on or after December 31, 2008 and on or before December 30, 2009, (iv) 2.25 to 1.0 at any time on or after December 31, 2009 and on or before December 30, 2010, (v) 2.00 to 1.0 at any time on or after December 31, 2010 and on or before December 30, 2011 or (vi) 1.50 to 1.0 to any time thereafter.

ARTICLE 2.
REPRESENTATIONS

     The Borrower represents and warrants to the Administrative Agent and the Lenders that:

     2.1 The execution, delivery and performance of this Amendment are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

     2.2 The execution, delivery and performance of this Amendment by the Borrower (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

     2.3 After giving effect to the amendments herein contained, the representations and warranties contained in Article III of the Credit Agreement and the representations and warranties

contained in the other Loan Documents are true on and as of the date hereof with the same force and effect as if made on and as of the date hereof.

     2.4 No Default exists or has occurred and is continuing on the date hereof.

ARTICLE 3.
CONDITIONS PRECEDENT

     This Amendment shall become effective as of the date hereof when each of the following conditions is satisfied:

     3.1 The Borrower and the Required Lenders shall have signed this Amendment.

     3.2 The Guarantors shall have signed the Consent and Agreement hereto.

     3.3 The Borrower shall have paid to the Administrative Agent, for the account of each Lender that has signed this Amendment on or before 5:00 pm EST on March 7, 2008, such fee as separately agreed to by the Borrower.

     3.4 The Borrower shall have delivered or caused to be delivered to the Administrative Agent such other documents and satisfied such other conditions as required by the Administrative Agent.

ARTICLE 4.
MISCELLANEOUS.

     4.1 References in the Credit Agreement or in any other Loan Document to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby and as further amended from time to time.

     4.2 The Borrower and Lenders agree that any Default that has occurred due to the breach of Section 6.12(c) of the Credit Agreement prior to the date hereof (including without limitation as of December 31, 2007) and the related calculation of such covenant in the certificates delivered under Section 5.01(c) prior to the date hereof (collectively, the “Existing Default”) is hereby waived. The Loan Parties acknowledge and agree that such waiver is a limited, specific and one-time waiver and (a) shall not modify or waive any other Default or any other term, covenant or agreement contained in any of the Loan Documents or any Default due to any breach of Section 6.12(c) or 5.01(c) after the date of (and giving effect to) this Amendment, and (b) shall not be deemed to have prejudiced any present or future right or rights which the Administrative Agent or the Lenders now have or may have under any Loan Document, except in each case as expressly provided herein, and, in addition, shall not entitle any Loan Party to a waiver, amendment, modification or other change to, of or in respect of any provision of any of the Loan Documents in the future in similar or dissimilar circumstances.

     4.3 Except as expressly amended hereby, each of the Borrower and each Guarantor (by Consent and Agreement hereto) acknowledges and agrees that (a) the Credit Agreement and all other Loan Documents are ratified and confirmed and shall remain in full force and effect, (b) it has no set off, counterclaim, defense or other claim or dispute with respect to any Loan Document, and (c) it has no actual or potential claim or cause of action against the Administrative Agent or any Lender with respect to any matters through the date hereof, and hereby waives and agrees not to assert any claims or causes of action against the Administrative Agent, any Lender or any of their Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, whether known or unknown, matured or contingent, including, without limitation, for special, indirect, consequential or punitive damages, arising by virtue of any actions taken, actions omitted, or the occurrence of any event

prior to the date hereof, arising out of or relating to, or in connection with, this Amendment, the other Loan Documents or any of the transactions entered into in connection therewith or contemplated thereby.

     4.4 This Amendment shall be governed by and construed in accordance with the laws of the State of Michigan. This Amendment may be signed upon any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument, and signatures sent by facsimile or electronic mail message shall be effective as originals. Terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement. This Amendment is a Loan Document.

     IN WITNESS WHEREOF, the parties signing this Amendment have caused this Amendment to be executed and delivered as of the day and year first above written.

		RBS CITIZENS, N.A. (f/k/a Charter One Bank, N.A.)
		By		/s/ Andre A. Nazareth   Name: Andre A. Nazareth Title: Senior Vice president
		CITIZENS BANK
		By		/s/ Troy Stevenson
				Name: Troy Stevenson Title: Vice President
		WELLS FARGO FOOTHILL, LLC, A Delaware limited liability company, as Lender
		By		/s/ Tami Barrows
				Name: Tami Barrows Title: Vice President
		COMERICA BANK
		By		/s/ Chris Uhl
				Name: Chris Uhl Title: Assistant Vice President
		FIFTH THIRD BANK, a Michigan Banking Corporation
		By		/s/ John Antonczak
				Name: John Antonczak Title: Vice President
		LASALLE BANK MIDWEST N.A.
		By		/s/ Scott A.Wickens
				Name: Scott A. Wickens Title: First Vice President
		BANK OF SCOTLAND
		By		/s/ Karen Weich
				Name: Karen Weich Title: Vice President

		Term Loan B Lenders:
		Name: LightPoint CLO VIII, Ltd.
		Airlie CLO 2006-1, Ltd.

Term Loan B Lenders:

Israel Discount Bank of New York
By		/s/ Robert J. Fainelli   Name: Robert J. Fainelli
		Title: First Vice President
NACM CLO II
By		/s/ Joanna Willars
		Name: Joanna Willars
		Title: Authorized Signatory
Loomis Sayles Cayman Leveraged Senior Loan Fund Ltd.
By:		Loomis, Sayles & Company, L.P., Its Investment Manager
By:		Loomis, Sayles & Company, Incorporated Its General Partner
By		/s/ John R. Bell
		Name: John R. Bell Title: Vice President
Prospero CLO II B.V.
By		/s/ Eric Hurshman
		Name: Eric Hurshman
		Title: Attorney-in-Fact
WhiteHorse I LTD.
By:		WhiteHorse Capital Partners, LP As collateral manager
By		/s/ Ethan M. Underwood, CFA
		Name: Ethan M. Underwood, CFA
		Title: Portfolio Manager
Kingsland I, Ltd.
By:		Kingsland Capital Management, LLC, as Manager
By		/s/ Vincent Siino
		Name: Vincent Siino
		Title: Authorized Officer,           Kingsland Capital Management, LLC as           Manager
Kingsland III, Ltd.
By:		Kingsland Capital Management, LLC, as Manager
By		/s/ Vincent Siino
		Name: Vincent Siino
		Title: Authorized Officer,           Kingsland Capital Management, LLC as           Manager

Kingsland IV, Ltd.
By:		Kingsland Capital Management, LLC, as Manager
By		/s/ Vincent Siino
		Name: Vincent Siino
		Title: Authorized Officer,            Kingsland Capital Management, LLC as            Manager
Silverado CLO 2006-I, Limited
By:		Wells Capital Management As Portfolio Manager
By		/s/ Zachary Tyler
		Name: Zachary Tyler
		Title: Authorized Signatory
BlackRock Senior Income Series V (f/k/a Granite Finance Limited)
By		/s/ Anthony Heyman
		Name: Anthony Heyman
		Title: Authorized Signatory
Longhorn CDO III LTD
By		/s/ Anthony Heyman
		Name: Anthony Heyman
		Title: Authorized Signatory
Atrium VI
By		/s/ David H. Lerner
		Name: David H. Lerner
		Title: Authorized Signatory
Atrium IV
By		/s/ David H. Lerner
		Name: David H. Lerner
		Title: Authorized Signatory
Castle Garden
By		/s/ David H. Lerner
		Name: David H. Lerner
		Title: Authorized Signatory
Pioneer Floating Rate Fund
By:		Pioneer Investment Management, Inc. Its Advisor
By		/s/ Margaret C. Bagley
		Name: Margaret C. Bagley
		Title: Associate General Counsel and Vice President

Pioneer Diversified High Income Trust
By:		Pioneer Investment Management, Inc.
		Its Advisor
By		/s/ Margaret C. Bagley
		Name: Margaret C. Bagley
		Title: Associate General Counsel and Vice President
Eagle Loan Trust
By:		Stanfield Capital Partners, LLC
		as its Collateral Manager
By		/s/ David Frey
		Name: David Frey
		Title: Managing Director
Stanfield Arnage CLO Ltd.
By:		Stanfield Capital Partners, LLC
		as its Collateral Manager
By		/s/ David Frey
		Name: David Frey
		Title: Managing Director
Stanfield AZURE CLO, Ltd.
By:		Stanfield Capital Partners, LLC
		as its Collateral Manager
By		/s/ David Frey
		Name: David Frey
		Title: Managing Director
Stanfield Bristol CLO, Ltd.
By:		Stanfield Capital Partners, LLC
		as its Collateral Manager
By		/s/ David Frey
		Name: David Frey
		Title: Managing Director
Stanfield Carrera CLO, Ltd.
By:		Stanfield Capital Partners, LLC
		as its Collateral Manager
By		/s/ David Frey
		Name: David Frey
		Title: Managing Director
Stanfield Daytona CLO, Ltd
By:		Stanfield Capital Partners, LLC
		as its Collateral Manager
By		/s/ David Frey
		Name: David Frey
		Title: Managing Director

Stanfield McLaren CLO, Ltd.
By:		Stanfield Capital Partners, LLC
		as its Collateral Manager
By		/s/ David Frey
		Name: David Frey
		Title: Managing Director
Stanfield Modena CLO, Ltd
By:		Stanfield Capital Partners, LLC
		as its Collateral Manager
By		/s/ David Frey
		Name: David Frey
		Title: Managing Director
Stanfield Vantage CLO, Ltd
By:		Stanfield Capital Partners, LLC
		as its Collateral Manager
By		/s/ David Frey
		Name: David Frey
		Title: Managing Director
Stanfield Veyron CLO, Ltd
By:		Stanfield Capital Partners, LLC
		as its Collateral Manager
By		/s/ David Frey
		Name: David Frey
		Title: Managing Director
XL Re Europe Limited
By:		Stanfield Capital Partners, LLC
		as its Collateral Manager
By		/s/ David Frey
		Name: David Frey
		Title: Managing Director
Symphony CLO IV
By:		Symphony Asset Management, LLC
By		/s/ Lenny Mason
		Name: Lenny Mason
		Title: Portfolio Manager
Symphony CLO V
By:		Symphony Asset Management, LLC
By		/s/ Lenny Mason
		Name: Lenny Mason
		Title: Portfolio Manager

Navigator CDO 2007-1, Ltd
By:		Bank of America, N.A.,
		Its Attorney-in-fact
By:		/s/ Michael Roof
		Name: Michael Roof
		Title: Vice President
ColumbusNova CLO IV Ltd. 2007 II
By		/s/ Tom Buhrer
		Name: Tom Buhrer
		Title: Senior Director
ColumbusNova CLO Ltd. 2006-I
By		/s/ Tom Buhrer
		Name: Tom Buhrer
		Title: Senior Director
ColumbusNova CLO Ltd. 2006-II
By		/s/ Tom Buhrer
		Name: Tom Buhrer
		Title: Senior Director
ColumbusNova CLO Ltd. 2007-I
By		/s/ Tom Buhrer
		Name: Tom Buhrer
		Title: Senior Director
Gale Force 4 CLO, Ltd.
By:		GSO Debt Funds Management LLC
		As Collateral Manager
By		/s/ Sanjai Bhonsle
		Name: Sanjai Bhonsle
		Title: Authorized Signatory
CIFC FUNDING 2007-IV, LTD.
By		/s/ Elizabeth Chow
		Name: Elizabeth Chow
		Title: Head of Underwriting
Silverado CLO 2006-II LIMITED
By:		New York Life Investment Management LLC,
		As Portfolio Manager and Attorney-in-Fact
By		/s/ Arthur Torrey
		Name: Arthur Torrey
		Title: Director
Apidos Cinco CDO
By		/s/ John Stelwagon
		Name: John Stelwagon
		Title: Authorized Signatory for its investment advisor
		Apidos Capital Management, LLC

Apidos CDO IV
By		/s/ John Stelwagon
		Name: John Stelwagon
		Title: Authorized Signatory for its investment advisor
		Apidos Capital Management, LLC
Apidos CDO III
By		/s/ John Stelwagon
		Name: John Stelwagon
		Title: Authorized Signatory for its investment advisor
		Apidos Capital Management, LLC
Apidos CDO II
By		/s/ John Stelwagon
		Name: John Stelwagon
		Title: Authorized Signatory for its investment advisor
		Apidos Capital Management, LLC
Apidos CDO I
By		/s/ John Stelwagon
		Name: John Stelwagon
		Title: Authorized Signatory for its investment advisor
		Apidos Capital Management, LLC
GULFSTREAM-SEXTANT CLO 2007-I LTD
By:		Gulf Stream Asset Management LLC
		As Collateral Manager
By		/s/ Barry K. Love
		Name: Barry K. Love
		Title: Chief Credit Officer
Eaton Vance Institutional Senior Loan Fund
By:		Eaton Vance Management as Investment Advisor
By		/s/ Scott Page
		Name: Scott Page Title: Vice President
Eaton Vance Loan Opportunities Fund, LTD.
By:		Eaton Vance Management as Investment Advisor
By		/s/ Scott Page
		Name: Scott Page
		Title: Vice President
Grayson & Co.
By:		Boston Management and Research as Investment Advisor
By		/s/ Scott Page
		Name: Scott Page Title: Vice President

Eaton Vance
By		/s/ Scott Page
		Name: Scott Page
		Title: Vice President
Eaton Vance CDO IX Ltd.
By		/s/ Scott Page
		Name: Scott Page
		Title: Vice President
Eaton Vance CDO VIII, Ltd.
By		/s/ Scott Page
		Name: Scott Page
		Title: Vice President
Big Sky III Senior Loan Trust
By:		Eaton Vance Management As Investment Advisor
By		/s/ Scott Page
		Name: Scott Page
		Title: Vice President
The Norinchukin Bank, New York Branch
By:		Eaton Vance Management, Attorney-in-fact
By		/s/ Scott Page
		Name: Scott Page
		Title: Vice President
Octagon Investment Partners VIII, Ltd.
By		/s/ Michael B. Nechamkin
		Name: Michael B. Nechamkin
		Title: Senior Portfolio Manager
Octagon Investment Partners IX, Ltd.
By		/s/ Michael B. Nechamkin
		Name: Michael B. Nechamkin
		Title: Senior Portfolio Manager
Octagon Investment Partners XI, Ltd.
By		/s/ Michael B. Nechamkin
		Name: Michael B. Nechamkin
		Title: Senior Portfolio Manager
Green Lane CLO LTD.
By		/s/ Kaitlin Trinh
		Name: Kaitlin Trinh
		Title: Director
1888 FUND, LTD.
By		/s/ Kaitlin Trinh
		Name: Kaitlin Trinh
		Title: Director

Mountain View CLO III Ltd.
By:		Seix Advisors, a fixed income division Of Trusco Capital Management, Inc., As Collateral Manager
By		/s/ George Goudelias
		Name: George Goudelias
		Title: Managing Director
SF-1 Segregated Portfolio
By		/s/ Paul Leland
		Name: Paul Leland
		Title: Attorney-in-Fact
SF-3 Segregated Portfolio
By		/s/ Paul Leland
		Name: Paul Leland
		Title: Attorney-in-Fact
Rivendell CBNA Loan Funding LLC, for itself or as agent for
Rivendell CFPI Loan Funding LLC
By		/s/ Elizabeth Heisler
		Name: Elizabeth Heisler
		Title: Attorney-in-Fact

CONSENT AND AGREEMENT

     As of the date and year first above written, each of the undersigned hereby:

     (a) fully consents to the terms and provisions of the above Amendment and the consummation of the transactions contemplated hereby and acknowledges and agrees to all of the representations, covenants, terms and provisions of the above Amendment applicable to it;

     (b) represents and warrants to the Administrative Agent and the Lenders that (i) the execution, delivery and performance of this Consent and Agreement are within its corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action, (ii) this Consent and Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding obligation of it, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and (iii) the execution, delivery and performance of this Consent and Agreement by it (w) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (x) will not violate any applicable law or regulation or its charter, by-laws or other organizational documents or any of its Subsidiaries or any order of any Governmental Authority, (y) will not violate or result in a default under any indenture, agreement or other instrument binding upon it or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by it or any of its Subsidiaries, and (z) will not result in the creation or imposition of any Lien on any of its assets; and

     (c) acknowledges that its consent and agreement hereto is a condition to the Lenders’ obligation under the above Amendment and it is in its interest and to its financial benefit to execute this consent and agreement.