AMENDMENT NO. 7 Dated as of May 9, 2008 to

EX-10.2 3 dex102.htm AMENDMENT NO. 7 TO CREDIT AGREEMENT Amendment No. 7 to Credit Agreement

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