Exhibit 10.2








Exhibit 10.2




OMNIBUS TERMINATION AGREEMENT 





THIS OMNIBUS TERMINATION AGREEMENT dated as of October 14, 2010 (this “Termination
Agreement”), is entered into by and among PALISADES ACQUISITION XVI, LLC (the
“Borrower”), BMO CAPITAL MARKETS CORP., as collateral agent (in such capacity, the
“Collateral Agent”), ASTA GROUP, INCORPORATED (“Asta Group”) and each GUARANTOR set
forth on the signature page hereto as a “Guarantor” (each a “Guarantor”). Capitalized
terms used and not otherwise defined herein are used as defined in the Receivables Financing
Agreement, dated as of March 2, 2007 (as amended, supplemented or otherwise modified from time to
time, the “Receivables Financing Agreement”), among the Borrower, Palisades Collection,
L.L.C., as servicer (the “Servicer”), Fairway Finance Company, LLC, as lender (the
“Lender”), BMO Capital Markets Corp., as Administrator for the Lender (in such capacity,
the “Administrator”), the Collateral Agent and Bank of Montreal, as liquidity agent for the
Liquidity Providers (in such capacity, the “Liquidity Agent”).



WHEREAS, each Guarantor executed (a) the Subordinated Limited Recourse Guaranty Agreement,
dated as of February 20, 2009 (the “Multi-Party Guaranty”) in favor of the Collateral
Agent and (b) the Subordinated Guarantor Security Agreement (the “Multi-Guarantor Security
Agreement”) securing the obligations of the Guarantors under the Guaranty;



WHEREAS, the Collateral Agent and Israel Discount Bank of New York executed the Subordination
and Intercreditor Agreement, dated as of February 20, 2009 (the “Multi-Guarantor Intercreditor
Agreement”) related to the Guarantor Security Agreement;



WHEREAS, Asta Group executed (a) the Limited Recourse Guaranty Agreement, dated as of February
20, 2009 (the “Asta Group Guaranty” and together the Multi-Party Guaranty, the
“Guarantees”) in favor of the Collateral Agent and (b) the Collateral Assignment of Note
(the “Collateral Assignment” and together with the Multi-Guarantor Security Agreement, the
“Security Agreements”) securing the obligations of the Asta Group under the Asta Group
Guaranty.



WHEREAS, Asta Group and the Collateral Agent executed the Intercreditor Agreement, dated as of
February 20, 2009 (the “Asta Group Intercreditor Agreement”) related to the Asta Group
Guaranty;



WHEREAS, subject to the terms set forth herein, the Collateral Agent has agreed to terminate
the Guarantees, the Security Agreements and the Asta Group Intercreditor Agreement which are
collectively referred to herein as the “Terminated Agreements”; and


 


 









 





NOW THEREFORE, in consideration of the premises and other material covenants contained herein,
the parties hereto agree as follows:



SECTION 5. Termination. Upon receipt by the Lender of a voluntary principal payment
of the Loan in immediately available funds equal to $8,700,000 (which for the avoidance of doubt
shall not be payable from Collections on any Pool) and the execution of the
Fifth Amendment to the Receivables Financing Agreement among the Borrower, the Servicer, the
Lender, the Administrator, the Collateral Agent and the Liquidity Agent attached hereto as
Exhibit A, (A) the Guarantees, the Security Agreements and the Asta Group Intercreditor
Agreement, automatically and without further action of any Person, shall be terminated and all
parties thereunder released of any and all obligations thereunder other than the provisions that
shall survive termination pursuant to the terms of the applicable Terminated Agreement, (B) the
Collateral Agent shall be deemed to have authorized the filing of UCC termination statements with
respect to all UCC financing statements filed in connection with the Security Agreements which
shall be filed at the expense of the Borrower, (C) the Collateral Agent agrees to terminate the
Multi-Guarantor Intercreditor Agreement at the reasonable expense of the Borrower pursuant to an
agreement in form and substance reasonably acceptable to the Collateral Agent, and (D) all
payments and other collections on the Note (as defined in the Collateral Assignment) deposited with
the Collateral Agent, as assignee, pursuant to the Collateral Assignment shall be sent to Asta
Group by wire transfer of immediately available funds, to such account as specified by Asta Group
to the Collateral Agent in writing within 2 Business Days after receiving such wiring instructions.




SECTION 6. Miscellaneous.



(a) This Agreement may be executed in any number of counterparts, and by the different parties
hereto on the same or separate counterparts, each of which when so executed and delivered shall be
deemed to be an original instrument but all of which together shall constitute one and the same
agreement.



(b) The effectiveness of this Agreement is subject to the Collateral Agent shall have received
counterparts of this Agreement, duly executed by all parties hereto.



(c) The descriptive headings of the various sections of this Agreement are inserted for
convenience of reference only and shall not be deemed to affect the meaning or construction of any
of the provisions hereof.



(d) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICTS OF LAW
PRINCIPLES (OTHER THAN THOSE SET FORTH IN SECTION 5- 1401 OF THE GENERAL OBLIGATIONS LAW OF THE
STATE OF NEW YORK).


 


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(e) EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY
RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF BORROWER, ASTA,
THE ORIGINATOR, THE SERVICER, THE ADMINISTRATOR, THE COLLATERAL AGENT, LENDER OR ANY OTHER AFFECTED
PARTY. EACH OF BORROWER AND THE SERVICER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER TRANSACTION
DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR
THE OTHER PARTIES ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER TRANSACTION DOCUMENT.



(f) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS
OF THE STATE OF NEW YORK OR OF THE UNITED STATES FEDERAL COURT SITTING IN NEW YORK, NEW YORK, AND
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE BORROWER AND THE SERVICER CONSENTS, FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF
THE BORROWER AND THE SERVICER IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO.


 


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their proper and duly authorized officers as of the date first set forth above.



	 	 	 	 	 
	 	ASTA GROUP, INCORPORATED

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	PALISADES ACQUISITION XVI, LLC,

as Borrower

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	ASTA FUNDING ACQUISITION II, LLC, a Delaware limited

liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	PALISADES COLLECTION, L.L.C., a Delaware limited

liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	ASTA FUNDING ACQUISITION I, LLC, a Delaware limited

liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 




Signature Page to Omnibus Termination Agreement



 


 









 





	 	 	 	 	 
	 	PALISADES ACQUISITION IV, LLC, a Delaware limited

liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	PALISADES ACQUISITION I, LLC, a Delaware limited

liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	PALISADES ACQUISITION II, LLC, a Delaware limited

liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	ASTA FUNDING ACQUISITION IV, LLC, a Delaware limited

liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	PALISADES ACQUISITION V, LLC, a Delaware limited

liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 




Signature Page to Omnibus Termination Agreement



 


 









 





	 	 	 	 	 
	 	PALISADES ACQUISITION VI, LLC, a Delaware limited

liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	PALISADES ACQUISITION VII, LLC, a Delaware limited

liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	PALISADES ACQUISITION VIII, LLC, a Delaware limited

liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	PALISADES ACQUISITION IX, LLC, a Delaware limited

liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	PALISADES ACQUISITION X, LLC, a Delaware limited

liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 



 


 









 





	 	 	 	 	 
	 	PALISADES ACQUISITION XI, LLC, a Delaware limited

liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	PALISADES ACQUISITION XII, LLC, a Delaware limited

liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	PALISADES ACQUISITION XIII, LLC, a Delaware limited

liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	PALISADES ACQUISITION XIV, LLC, a Delaware limited

liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	PALISADES ACQUISITION XV, LLC, a Delaware limited

liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 



Signature Page to Omnibus Termination Agreement




 


 









 





	 	 	 	 	 
	 	PALISADES ACQUISITION XVII, LLC, a Delaware limited

liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	PALISADES ACQUISITION XVIII, LLC, a Delaware limited

liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SYLVAN ACQUISITION I, LLC, a Delaware limited

liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	ASTA FUNDING, INC., a Delaware corporation

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	COMPUTER FINANCE, LLC, a Delaware limited liability

company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 



 


 









 





	 	 	 	 	 
	 	ASTAFUNDING.COM, LLC, a Delaware limited liability

company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	ASTA COMMERCIAL, LLC, a Delaware limited liability

company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CITIZENS LENDING GROUP, LLC, a Delaware limited

liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	VENTURA SERVICES, LLC, a Delaware limited liability

company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CLIFFS PORTFOLIO ACQUISITION I, LLC, a Delaware

limited liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 





Signature Page to Omnibus Termination Agreement



 


 









 







	 	 	 	 	 
	 	OPTION CARD, LLC, a Colorado limited liability

company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	VATIV RECOVERY SOLUTIONS, LLC, a Texas limited

liability company

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	BMO CAPITAL MARKET CORP.,

as Collateral Agent

 	 
	 	By:  	/s/ Jack J. Kane
 	 
	 	 	Name:  	Jack J. Kane 	 
	 	 	Title:  	Managing Director 	 
	 



 


 









 







Exhibit A




Fifth Amendment to the Receivables Financing Agreement