EX-10.1






LOAN DOCUMENT MODIFICATION AGREEMENT




THIS LOAN DOCUMENT MODIFICATION AGREEMENT (the “Agreement”) is made as of the 26th day of
October, 2007, by and among BANK OF AMERICA, N.A., (sometimes referred to herein as “BOA”).
WACHOVIA BANK, NATIONAL ASSOCIATION (sometimes referred to herein as “Wachovia”), RBC CENTURA BANK
(sometimes referred to herein as “RBC Centura”) (collectively, BOA, Wachovia and RBC Centura are
sometimes referred to herein as the “Lenders”), PORTFOLIO RECOVERY ASSOCIATES, INC. (“Borrower”)
and PRA Location Services, LLC, PRA Holding I, LLC, Portfolio Recovery Associates, L.L.C., PRA
Receivables Management, LLC, and PRA Government Services, LLC (together, the “Guarantors”).



WITNESSETH




WHEREAS, Borrower, the Lenders and the Guarantors are parties to a Second Amended and Restated
Loan and Security Agreement dated May 4, 2007 (the “Loan Agreement”) and certain other loan
documents executed in connection therewith; and



WHEREAS, Borrower has requested that the Lenders increase the amount available for borrowing
under Loan Agreement and Wachovia and BOA have agreed to increase their “Commitments” (as defined
in the Loan Agreement) pursuant to the terms hereof; and



WHEREAS, each of the Guarantors executed and delivered to the Bank an Unconditional Guaranty
Agreement, each dated May 4, 2007 (the “Guarantys”) in connection with the consummation of the
transactions contemplated by the Loan Agreement, and the Guarantors have agreed to the
aforementioned increase.



NOW, THEREFORE, the Lenders, Borrower and Guarantors agree as follows:



WITNESSETH




1. Definitions. Capitalized terms used herein and not otherwise defined shall have
the meanings assigned to them in the Loan Agreement.




	 	2.	 	Loan Agreement. The Loan Agreement is hereby amended as follows:






	 	a.	 	The reference to $150,000,000 in Section 2.1(a) is hereby
changed to $270,000,000.






	 	b.	 	Section 2.2(b) is hereby amended and restated in its entirety
and reads as follows:






Borrower shall use its best efforts to insure that each request for an
Advance is made of all Banks, in accordance with each Bank’s Borrowing
Percentage at the time, and all payments and pre-payments to the Banks
shall be made Pro Rata.




	 	c.	 	The definition of “Commitment” is amended and restated in its
entirety to read as follows:






“Commitment” means with respect to any Bank, the dollar amount of
the commitment made by such Bank to Borrower pursuant to this Agreement.
For the avoidance of doubt, the Commitment of BOA shall be $130,001,000
under the Revolving Facility and $18,333,500 under the Non-Revolving
Sublimit, and the Commitment of Wachovia shall be $100,000,000 under the
Revolving Facility and $18,333,500 under the Non-Revolving Sublimit, and the
Commitment of RBC Centura shall be $39,999,000 under the Revolving Facility
and $13,333,000 under the Non-Revolving Sublimit.




	 	d.	 	The definition of “Committed Line” is amended and restated in
its entirety to read as follows:






“Committed Line” means Credit Extensions under the Revolving Facility and
the Non-Revolving Sublimit up to the lesser of (i) Two Hundred Seventy
Million Dollars ($270,000,000) and (ii) thirty percent (30%) of Borrower’s
and Portfolio Recovery Associates, L.L.C.’s Estimated Remaining Collections
of all Eligible Asset Pools.




	 	e.	 	Exhibit D (Borrowing Base Certificate) is hereby
revised to change the reference to $150,000,000 to $270,000,000.





3. Notes. The Line of Credit Commercial Promissory Notes dated May 4, 2007 made by
Borrower in favor of BOA and Wachovia shall be amended by separate instruments to increase the face
amount of such Notes to $130,001,000 and $100,000,000, respectively.



4. Miscellaneous.




	 	a.	 	This Modification is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of any
other document.






	 	b.	 	This Modification may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.






	 	c.	 	THIS MODIFICATION AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
COMMONWEALTH OF VIRGINIA.






	 	d.	 	In order to induce the Bank to enter into this Modification,
each other party hereto represents and warrants that (i) all of the
representations and warranties contained in the Loan Agreement, as amended, and
in the other documents executed in connection therewith, are true and correct
in all material respects on and as of the date hereof, both before and after
giving effect to this Modification, and (ii) there exists no default or event
of default under any of the Loan Documents on the date hereof, both before and
after giving effect to this Modification.





5. Counterparts. This Agreement may be executed in any number of counterparts, each
of which when so executed shall be an original, and all of which taken together shall constitute
one and the same instrument.



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The Bank, Borrower and Guarantors have executed this agreement as of the date first written
above.



	 	 	 	 	 	 	 
	BORROWER:	 	PORTFOLIO RECOVERY ASSOCIATES, INC.	 	 
	
 
	 	By:
	 	/S/
	 	(SEAL)
	
 
	 	 	 	 
	 	

	
 
	 	 	 	Steven D. Fredrickson
	 	







President and Chief Executive Officer



	 	 	 	 	 
	GUARANTORS:	 	PRA HOLDING, I, LLC
	
 
	 	By:
	 	/S/
	
 
	 	 	 	 







Judith Scott




Title: Member’s Representative




PORTFOLIO RECOVERY ASSOCIATES, L.L.C.




By: /S/

Judith Scott

Title: Member’s Representative





PRA RECEIVABLES MANAGEMENT, LLC




By: /S/

Judith Scott

Title: Member’s Representative




	 	 	 
	PRA LOCATION SERVICES, LLC

	By:

	 	/S/
	
 
	 	 







Judith Scott




Title: Member’s Representative



	 	 	 
	PRA GOVERNMENT SERVICES, LLC

	By:

	 	/S/
	
 
	 	 







Judith Scott




Title: Member’s Representative



	 	 	 
	PRA HOLDING II, LLC

	By:

	 	/S/
	
 
	 	 







Judith Scott




Title: Member’s Representative



	 	 	 	 	 	 	 
	BANKS:	 	BANK OF AMERICA, N.A.	 	 
	
 
	 	By:
	 	/S/
	 	(SEAL)
	
 
	 	 	 	 
	 	







Paula H. Smith



Senior Vice President



WACHOVIA BANK, NATIONAL ASSOCIATION



	 	 	 
	By:

	 	/S/
	
 
	 	 
	
 
	 	Charnette W. Simmons

Senior Vice President






RBC CENTURA BANK, a North Carolina



banking corporation



	 	 	 
	By:

	 	/S/
	
 
	 	 
	
 
	 	Denise M. Howard

Vice President






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