Second Amendment to Credit Agreement dated as of October 27, 2009.



 Exhibit 10.1 
 Execution Copy 
 SECOND AMENDMENT TO CREDIT AGREEMENT

 THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of October 27, 2009 (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 amended by a First Amendment to Credit Agreement dated as of March 10, 2008, and as further 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 following definitions in Section 1.01 are restated as follows: 
 “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime
Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus  1/2 of 1% or (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%,
provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the Reuters Screen LIBOR01 Page 1 (or on any successor or substitute page) at approximately 11:00 a.m. London time on such day. Any
change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective
Rate or the Adjusted LIBO Rate, respectively. 
 “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: 
  

																		
	 Level
	  	 Leverage Ratio
	  	Tranche B
Eurocurrency
Spread	 	 	Revolving
Eurocurrency
Spread and Letter
of Credit Fee	 	 	Tranche B
ABR Spread	 	 	Revolving
ABR Spread	 	 	Commitment
Fee Rate	 
	 I
	  	< 0.375	  	3.25	% 	 	2.50	% 	 	2.25	% 	 	1.50	% 	 	0.50	% 
	 II
	  	3 0.375 and < 0.625	  	3.25	% 	 	2.75	% 	 	2.25	% 	 	1.75	% 	 	0.50	% 
	 III
	  	3 0.625 and < 0.875	  	3.25	% 	 	3.00	% 	 	2.25	% 	 	2.00	% 	 	0.50	% 
	 IV
	  	3 0.875 and < 1.125	  	3.50	% 	 	3.25	% 	 	2.50	% 	 	2.25	% 	 	0.50	% 
	 V
	  	3 1.125	  	3.50	% 	 	3.50	% 	 	2.50	% 	 	2.50	% 	 	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 IV until such
financials are so delivered. Notwithstanding anything herein to the contrary, the Applicable Margin shall be set at Level III as of the effective date of the Second Amendment to this Agreement. 
 “Consolidated Adjusted EBITDA” means Consolidated Net Income plus, to the extent deducted from revenues in
determining Consolidated Net Income, (a) Consolidated Interest Expense, (b) expense for taxes paid or accrued net of tax refunds, (c) depreciation expense, (d) amortization expense (excluding amortization of Receivables),
(e) the Amortized Collections and (f) non-cash losses and non-cash expenses, minus, to the extent included in Consolidated Net Income, extraordinary gains (as determined in accordance with GAAP) realized other than in the
ordinary course of business and non-cash gains and other non-cash income, all calculated for the Borrower and its Subsidiaries on a consolidated basis. 
 “Defaulting Lender” means any Lender, as determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans or participations in Letters of Credit or
Swingline Loans within three Business Days of the date required to be funded by it hereunder, (b) notified the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender in writing that it does not intend to comply
with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit,
(c) failed, within three Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding
Letters of Credit and Swingline Loans, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of
a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or
custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided, however, in
all cases that a Defaulting Lender shall no longer be deemed a Defaulting Lender when the Defaulting Lender shall have cured the conditions which shall have caused it to be a Defaulting Lender hereunder. 
  

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 “Required Lenders” means, at any time, Lenders having Credit Exposure and
unused Commitments representing more than 50% of the sum of the total Credit Exposure and unused Commitments at such time. The “Required Lenders” of a particular Class of Loans means Lenders having Revolving Exposures, outstanding Tranche
B Term Loans and unused Commitments of such Class, as applicable, representing more than 50% of the total Revolving Exposures, outstanding Tranche B Term Loans and unused Commitments of such Class, as applicable, at such time. The Credit Exposure
and unused Commitments of any Defaulting Lender shall be disregarded in determining Required Lenders at any time, except in respect of any matters which would treat the Defaulting Lender differently from the other Lenders in the same Class of Loans.

 “Required Revolving Lenders” means, at any time, Lenders having Revolving Exposure and unused Revolving
Commitments representing more than 50% of the sum of the total Revolving Exposure and unused Revolving Commitments at such time. The Revolving Exposure and unused Revolving Commitments of any Defaulting Lender shall be disregarded in determining
Required Revolving Lenders at any time except in respect of any matters which would treat the Defaulting Lender differently from the other Lenders having Revolving Exposure. 
 1.2 The following definition is added to Section 1.01 of the Credit Agreement: 
 “Related Investment” means an investment by the Company or any of its Subsidiaries in a vendor to the Company or any of its
Subsidiaries or in a Person engaged in a business that is conducted by the Borrower or any of its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. 
 1.3 Reference in the definition of “Change in Control” to “25%” is replaced with “35%”. 
 1.4 Reference in the definition of “Excess Cash Flow” to (a) “non-cash charges” is replaced with “non-cash
losses and non-cash expenses” and (b) “non-cash income items” is replaced with “non-cash gains and other non-cash income”. 
 1.5 The following new Section 2.21 is added to the Credit Agreement: 
 SECTION 2.21
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 
 (a) if any Swingline Exposure or LC Exposure exists at the time a Lender is a Defaulting Lender, the Borrower shall within
one Business Day following notice by the Administrative Agent (i) prepay such Swingline Exposure or, if agreed by the Swingline Lender, cash collateralize the Swingline Exposure of the Defaulting Lender on terms satisfactory to the Swingline
Lender and (ii) cash collateralize such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 7.01 for so long as such LC Exposure is outstanding; and 
 (b) the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to
issue, amend or increase any Letter of Credit unless it is satisfied that cash collateral will be provided by the Borrower in accordance with Section 2.21(a). 
  

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 1.6 Reference in Section 3.04(b) to “December 31, 2006” is replaced with
“December 31, 2008”. 
 1.7 The period at the end of Section 6.04(e) is replaced with “: and” and the
following new Section 6.04(f) is added to the Credit Agreement: 
 (f) Related Investments in an aggregate
amount, measured as of the time made, not to exceed $5,000,000 
 1.8 Section 6.09 entitled “Change of Name or
Location; Change of Fiscal Year” is restated as follows: 
 SECTION 6.09. Change of Name or Location; Change of Fiscal Year. No Loan
Party shall (a) change its name as it appears in official filings in the state of its incorporation or organization, (b) change the type of entity that it is, (c) change its organization identification number, if any, issued by its
state of incorporation or other organization or mailing address, or (d) change its state of incorporation or organization, in each case, unless the Administrative Agent shall have received at least thirty days prior written notice of such
change and the Administrative Agent shall have acknowledged in writing that either (1) such change will not adversely affect the validity, perfection or priority of the Administrative Agent’s security interest in the Collateral, or
(2) any reasonable action requested by the Administrative Agent in connection therewith has been completed or taken (including any action to continue the attachment, priority, perfection or enforceability of any Liens in favor of the
Administrative Agent, on behalf of Lenders, in any Collateral). No Loan Party shall change its chief executive office or principal place of business unless the Administrative Agent shall have received at least thirty days’ prior written notice
of such change and the new chief executive office or principal place of business is located in the continental U.S. and such Loan Party shall have promptly taken any reasonable action requested by the Administrative Agent in connection therewith
(including any action to continue the attachment, priority, perfection or enforceability of any Liens in favor of the Administrative Agent, on behalf of Lenders, in any Collateral). No Loan Party shall change its locations at which Collateral is
held or stored, or the location of its records concerning the Collateral as set forth in the Collateral Documents, in each case, unless the Administrative Agent shall have received at least five days, or thirty days if such new location is located
outside the continental U.S. (or in each of the foregoing cases, such other period of time agreed to by the Borrower and the Administrative Agent from time to time), prior written notice of such change and the Administrative Agent shall have
acknowledged in writing that either (1) such change will not adversely affect the validity, perfection or priority of the Administrative Agent’s security interest in the Collateral, or (2) any reasonable action requested by the
Administrative Agent in connection therewith has been completed or taken (including any action to continue the attachment, priority, perfection or enforceability of any Liens in favor of the Administrative Agent, on behalf of Lenders, in any
Collateral). No Loan Party shall change its Fiscal Year or Fiscal Quarter end. 
 1.9 Section 6.09 entitled
“Amendments to Agreements” is re-designated as Section 6.09-B. 
 1.10 Section 6.12(a) is restated as
follows: 
 (a) Leverage Ratio. Permit or suffer the Leverage Ratio to exceed (i) 1.50 to 1.0 at any
time on or before December 30, 2011 or (iii) 1.25 to 1.0 at any time thereafter. 
  

 -4- 








 1.11 Reference in Section 6.12(b) to “$80,000,000” is deleted and
“$85,000,000” is substituted in place thereof. 
 1.12 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) 2.50 to 1.0 at any time on or before December 30, 2011, (ii) 2.25 to 1.0 at any time on or after December 31, 2011 and on or before March 30, 2012, or (iii) 2.00 to 1.0 to
any time thereafter. 
 1.13 The following is added to the end of Section 9.02(b) of the Credit Agreement: “Without
limiting the foregoing, Section 2.21 may not be amended or otherwise modified without the prior written consent of the Administrative Agent, the Issuing Bank and the Swingline Lender.” 
 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. 
  

 -5- 








 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 the date hereof, a fee in an amount equal to 50.0 basis points on the sum of such Lender’s Revolving Commitment plus the outstanding principal balance of such Lender’s Tranche B Term Loan. 
 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 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. 
 4.3 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. 
  

 -6- 








 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. 
  

					
	ASSET ACCEPTANCE CAPITAL CORP.
		
	By 	 	/s/ MARK A. REDMAN
		 	Name:	 	Mark A. Redman
		 	Title:	 	SVP & Chief Financial Officer


  

 -7- 









					
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION individually and as Administrative Agent,
		
	By 	 	/s/ CARLTON M. FAISON
		 	Name:	 	Carlton M. Faison
		 	Title:	 	Senior Vice President


  

 -8- 









					
	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


  

 -9- 









					
	CITIZENS BANK
		
	By 	 	/s/ KATHRYN M. RITTER
		 	Name:	 	Kathryn M. Ritter
		 	Title:	 	FVP


  

 -10- 









					
	COMERICA BANK
		
	By 	 	/s/ CHRIS UHL
		 	Name:	 	Chris Uhl
		 	Title:	 	AVP


  

 -11- 









					
	FIFTH THIRD BANK, an Ohio banking corporation, successor by merger with Fifth Third Bank, a Michigan banking corporation
		
	By 	 	/s/ KELLY M. HAMRICK
		 	Name:	 	Kelly M. Hamrick
		 	Title:	 	Vice President


  

 -12- 









					
	BANK OF AMERICA, N.A., successor to LASALLE BANK MIDWEST N.A.
		
	By 	 	/s/ NEIL HILTON
		 	Name:	 	Neil Hilton
		 	Title:	 	SVP


  

 -13- 









					
	BANK OF SCOTLAND PLC
		
	By 	 	/s/ JULIA R. FRANKLIN
		 	Name:	 	Julia R. Franklin
		 	Title:	 	Assistant Vice President


  

 -14- 









					
	BMO CAPITAL MARKETS FINANCING, INC.
		
	By 	 	/s/ CATHERINE GRYEZ
		 	Name:	 	Catherine Gryez
		 	Title:	 	Vice President


  

 -15- 









					
	NATIONAL CITY BANK
		
	By 	 	/s/ STEVEN E. DICKER
		 	Name:	 	Steven E. Dicker
		 	Title:	 	Vice President


  

 -16- 









					
	ISRAEL DISCOUNT BANK OF NEW YORK
		
	By 	 	/s/ JEFFREY S. ACKERMAN
		 	Name:	 	Jeffrey S. Ackerman
		 	Title:	 	Senior Vice President


  

					
		
	By 	 	/s/ MICHAEL KERNEKLIAN
		 	Name:	 	Michael Kerneklian
		 	Title:	 	Vice President


  

 -17- 









					
	Term Loan B Lenders:
	
	Name: Airlie CLO 2006-I, Ltd.
		
	By 	 	/s/ COLIN DONLAN
		 	Name:	 	Colin Donlan
		 	Title:	 	Authorized Signatory


  

 -18- 









					
	Term Loan B Lenders:
	
	 Name: AMMC CLO VI, LIMITED
 By: American Money Management Corp., as        Collateral Manager

		
	By 	 	/s/ KENNETH J. BUSHMAN
		 	Name:	 	Kenneth J. Bushman
		 	Title:	 	Vice President


  

 -19- 









					
	Term Loan B Lenders:
	
	Name: Apidos CDO I
	By its investment adviser Apidos Capital Management, LLC
		
	By 	 	/s/ GRETCHEN BERGSTRESSER
		 	Name:	 	Gretchen Bergstresser
		 	Title:	 	Managing Director


  

					
	Name: Apidos CDO II
	By its investment adviser Apidos Capital Management, LLC
		
	By 	 	/s/ GRETCHEN BERGSTRESSER
		 	Name:	 	Gretchen Bergstresser
		 	Title:	 	Managing Director


  

					
	Name: Apidos CDO III
	By its investment adviser Apidos Capital Management, LLC
		
	By 	 	/s/ GRETCHEN BERGSTRESSER
		 	Name:	 	Gretchen Bergstresser
		 	Title:	 	Managing Director


  

					
	Name: Apidos CDO IV
	By its investment adviser Apidos Capital Management, LLC
		
	By 	 	/s/ GRETCHEN BERGSTRESSER
		 	Name:	 	Gretchen Bergstresser
		 	Title:	 	Managing Director


  

					
	Name: Apidos Cinco CDO
	By its investment adviser Apidos Capital Management, LLC
		
	By 	 	/s/ GRETCHEN BERGSTRESSER
		 	Name:	 	Gretchen Bergstresser
		 	Title:	 	Managing Director


  

 -20- 









			
	Term Loan B Lenders:
	
	Name: Atrium VI
		 	      By: Credit Suisse Alternative Capital Inc.,       as collateral manager
		
	By 	 	/s/ THOMAS FLANNERY
		 	Name: Thomas Flannery
		 	Title:   Authorized Signatory


  

 -21- 









			
	Term Loan B Lenders:
	
	Name: BIG SKY III SENIOR LOAN TRUST
	BY: EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR
		
	By 	 	/s/ CRAIG P. RUSS
		 	Name: Craig P. Russ
		 	Title:   Vice President


  

 -22- 









			
	Term Loan B Lenders:
	
	 Name: BlackRock Senior Income Series V Limited
 Longhorn CDO III Ltd.

		
	By 	 	/s/ ANNMARIE SMITH
		 	Name: AnnMarie Smith
		 	Title:   Authorized Signatory


  

 -23- 









			
	Term Loan B Lenders:
	
	 Name: CIFC FUNDING 2007-III, Ltd.
 CIFC FUNDING 2007-IV, Ltd.

		
	By 	 	/s/ STEVE VACCARO
		 	Name: Steve Vaccaro
		 	Title:   Co-Chief Investment Officer


  

 -24- 









			
	Term Loan B Lenders:
	
	Name: ColumbusNova CLO Ltd. 2006-I
		
	By 	 	/s/ BENJAMIN PETERSON
		 	Name: Benjamin Peterson
		 	Title:   Associate Director


  

 -25- 









			
	Term Loan B Lenders:
	
	Name: ColumbusNova CLO Ltd. 2006-II
		
	By 	 	/s/ BENJAMIN PETERSON
		 	Name: Benjamin Peterson
		 	Title:   Associate Director


  

 -26- 









			
	Term Loan B Lenders:
	
	Name: ColumbusNova CLO Ltd. 2007-I
		
	By 	 	/s/ BENJAMIN PETERSON
		 	Name: Benjamin Peterson
		 	Title:   Associate Director


  

 -27- 









			
	Term Loan B Lenders:
	
	Name: ColumbusNova CLO IV Ltd. 2007-II
		
	By 	 	/s/ BENJAMIN PETERSON
		 	Name: Benjamin Peterson
		 	Title:   Associate Director


  

 -28- 









			
	Term Loan B Lenders:
	
	Name: EAGLE LOAN TRUST
	 By: Stanfield Capital Partners, LLC
 as its Collateral Manager

		
	By 	 	/s/ CHRISTOPHER E. JANSEN
		 	Name: Christopher E. Jansen
		 	Title:   Managing Partner


  

 -29- 









			
	Term Loan B Lenders:
	
	Name: Eaton Vance CDO VIII, Ltd.
	 By: Eaton Vance Management
 as Investment Advisor

		
	By 	 	/s/ CRAIG P. RUSS
		 	Name: Craig P. Russ
		 	Title:   Vice President


  

 -30- 









			
	Term Loan B Lenders:
	
	Name: Eaton Vance CDO IX, Ltd.
	 By: Eaton Vance Management
 as Investment Advisor

		
	By 	 	/s/ CRAIG P. RUSS
		 	Name: Craig P. Russ
		 	Title:   Vice President


  

 -31- 









			
	Term Loan B Lenders:
	
	Name: Eaton Vance Loan Opportunities Fund, LTD.
	 By: Eaton Vance Management
 as Investment Advisor

		
	By 	 	/s/ CRAIG P. RUSS
		 	Name: Craig P. Russ
		 	Title:   Vice President


  

 -32- 









			
	Term Loan B Lenders:
	
	Name: EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
	 By: Eaton Vance Management
 as Investor Advisor

		
	By 	 	/s/ CRAIG P. RUSS
		 	Name: Craig P. Russ
		 	Title:   Vice President


 _ 
  

 -33- 









			
	Term Loan B Lenders:
	
	Name: Eaton Vance
	VT FLOATING-RATE INCOME FUND
	 By: Eaton Vance Management
 as Investor Advisor

		
	By 	 	/s/ CRAIG P. RUSS
		 	Name: Craig P. Russ
		 	Title:   Vice President


  

 -34- 









			
	Term Loan B Lenders:
	
	Name: 1888 FUND, LTD.
	 By: Guggenheim Investment Management, LLC
 as Collateral Manager

		
	By 	 	/s/ KAITLIN TRINH
		 	Name: Kaitlin Trinh
		 	Title:   Director


  

 -35- 









			
	Term Loan B Lenders:
	
	FM LEVERAGED CAPITAL FUND II
	 By: GSO/BLACKSTONE Debt Funds Management LLC as Subadviser to FriedbergMilstein LLC

		
	By 	 	/s/ DEAN T. CRIARES
		 	Name: Dean T. Criares
		 	Title:   Authorized Signatory
	
	GALE FORCE 4 CLO, LTD.
	By: GSO/BLACKSTONE Debt Funds Management LLC as Collateral Manager
		
	By 	 	/s/ DEAN T. CRIARES
		 	Name: Dean T. Criares
		 	Title:   Authorized Signatory
	
	TRIBECA PARK CLO LTD.
	By: GSO/BLACKSTONE Debt Funds Management LLC as collateral Manager
		
	By 	 	/s/ DEAN T. CRIARES
		 	Name: Dean T. Criares
		 	Title:   Authorized Signatory


  

 -36- 









			
	Term Loan B Lenders:
	
	GENERAL ELECTRIC CAPITAL CORPORATION
		
	By 	 	/s/ JEFFREY SKINNER
		 	Duly Authorized Signatory


  

 -37- 









			
	Term Loan B Lenders:
	
	Name: GRAYSON & CO
	BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR
		
	By 	 	/s/ CRAIG P. RUSS
		 	Name: Craig P. Russ
		 	Title:   Vice President


  

 -38- 









			
	Term Loan B Lenders:
	
	Name: GREEN LANE CLO, LTD.
	 BY: Guggenheim Investment Management, LLC
 as Collateral Manager

		
	By 	 	/s/ KAITLIN TRINH
		 	Name: Kaitlin Trinh
		 	Title:   Director


  

 -39- 









			
	Term Loan B Lenders:
	
	GULF STREAM-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


  

 -40- 









			
	Term Loan B Lenders:
	
	KINGSLAND I, LTD.
	 BY:  Kingsland Capital Management LLC
 as Manager

		
	By	 	/s/ VINCENT SIINO
	Name:	 	Vincent Siino
	Title:	 	Authorized Officer


  

 -41- 









			
	Term Loan B Lenders:
	
	KINGSLAND III, LTD.
	 BY:  Kingsland Capital Management LLC
 as Manager

		
	By	 	/s/ VINCENT SIINO
	Name:	 	Vincent Siino
	Title:	 	Authorized Officer


  

 -42- 









			
	Term Loan B Lenders:
	
	KINGSLAND IV, LTD.
	 BY:  Kingsland Capital Management LLC
 as Manager

		
	By	 	/s/ VINCENT SIINO
	Name:	 	Vincent Siino
	Title:	 	Authorized Officer


  

 -43- 









			
	Term Loan B Lenders:
	
	KINGSLAND V, LTD.
	 BY:  Kingsland Capital Management LLC
 as Manager

		
	By	 	/s/ VINCENT SIINO
	Name:	 	Vincent Siino
	Title:	 	Authorized Officer


  

 -44- 









			
	Term Loan B Lenders:
	
	Name:  LightPoint CLO III, Ltd.
		
	By	 	/s/ COLIN DONLAN
	Name:	 	Colin Donlan
	Title:	 	Authorized Signatory


  

 -45- 









			
	Term Loan B Lenders:
	
	Name:  LightPoint CLO IV, Ltd.
		
	By	 	/s/ COLIN DONLAN
	Name:	 	Colin Donlan
	Title:	 	Authorized Signatory


  

 -46- 









			
	Term Loan B Lenders:
	
	Name:  LightPoint CLO V, Ltd.
		
	By	 	/s/ COLIN DONLAN
	Name:	 	Colin Donlan
	Title:	 	Authorized Signatory


  

 -47- 









			
	Term Loan B Lenders:
	
	Name:  LightPoint CLO VII, Ltd.
		
	By	 	/s/ COLIN DONLAN
	Name:	 	Colin Donlan
	Title:	 	Authorized Signatory


  

 -48- 









			
	Term Loan B Lenders:
	
	Name:  LightPoint CLO VIII, Ltd.
		
	By	 	/s/ COLIN DONLAN
	Name:	 	Colin Donlan
	Title:	 	Authorized Signatory


  

 -49- 









			
	Term Loan B Lenders:
	
	 Name:  FEINGOLD O’KEEFFE CAPITAL, LLC
 As Collateral Manager for
 Lime Street CLO, Ltd.

		
	By	 	/s/ SCOTT DORSI
	Name:	 	Scott Dorsi
	Title:	 	Portfolio Manager


  

 -50- 









			
	Term Loan B Lenders:
	
	Name:
	 BlackRock Senior Income Series V Limited
 Longhorn CDO III Ltd.

		
	By	 	/s/ ANNMARIE SMITH
	Name:	 	AnnMarie Smith
	Title:	 	Authorized Signatory


  

 -51- 









			
	Term Loan B Lenders:
	
	Name:  Mountain View CLO III, Ltd.
	 By:  Seix Investment Advisors LLC, as Collateral Manager

		
	By	 	/s/ GEORGE GOUDELIAS
	Name:	 	George Goudelias
	Title:	 	Managing Director


  

 -52- 









			
	Term Loan B Lenders:
	
	 Name:  THE NORINCHUKIN BANK, NEW YORK BRANCH,
 through State Street Bank and Trust Company N.A. as
 Fiduciary Custodian

	By:  Eaton Vance Management, Attorney-in-fact
		
	By	 	/s/ CRAIG P. RUSS
	Name:	 	Craig P. Russ
	Title:	 	Vice President


  

 -53- 









			
	Term Loan B Lenders:
		
	Name:	 	 Pioneer Floating Rate Fund
 Pioneer Diversified High Income Trust
 Pioneer Institutional Solutions – Credit
Opportunities

	
	 By:  Pioneer Investment Management, Inc.,
 Its advisor

		
	By	 	/s/ MARGARET C. BEGLEY
	Name:	 	Margaret C. Begley
	Title:	 	Assistant Secretary and Associate General Counsel
		
	Name:	 	Montpeller Investments Holdings, Ltd.
		
	By:	 	 Pioneer Investment Management, Inc.,
 Its advisor

		
	By	 	/s/ MARGARET C. BEGLEY
	Name:	 	Margaret C. Begley
	Title:	 	Assistant Secretary and Associate General Counsel


  

 -54- 









			
	Term Loan B Lenders:
	
	PPM GRAYHAWK CLO, LTD.
		
	By	 	/s/ DAVID C. WAGNER
	PPM America, Inc., as Collateral Manager
	Name:	 	David C. Wagner
	Title:	 	Managing Director


  

 -55- 









			
	Term Loan B Lenders:
	
	Name:  PPM Shadow Creek Funding LLC
		
	By	 	/s/ STACY LAI
	Name:	 	Stacy Lai
	Title:	 	Assistant Vice President


  

 -56- 









			
	Term Loan B Lenders:
	
	PROSPERO CLO II B.V.
		
	By	 	/s/ WILLIAM LEMBERG
	Name:	 	WILLIAM LEMBERG
	Title:	 	SENIOR VICE PRESIDENT


  

 -57- 









			
	Term Loan B Lenders:
	
	SFR, LTD.
	 By:  Four Corners Capital Management, LLC
 As Collateral Manager

	
	/s/ MATT O’MARA
	Matt O’Mara
	Vice President


  

 -58- 









			
	Term Loan B Lenders:
		
	Name:	 	 Shiprock Finance, SPC, acting on behalf of and for the account of SF-3 Segregated Portfolio

		
	By	 	/s/ MATTHEW GARVIE
	Name:	 	Matthew Garvie
	Title:	 	Vice President


  

 -59- 









			
	Term Loan B Lenders:
		
	Name:	 	 Stanfield Arnage CLO Ltd.
 By:
Stanfield Capital Partners, LLC
 as its Collateral Manager

		
	By	 	/s/ CHRISTOPHER E. JANSEN
	Name:	 	Christopher E. Jansen
	Title:	 	Managing Partner


  

 -60- 









			
	Term Loan B Lenders:
		
	Name:	 	Stanfield AZURE CLO, Ltd.
		 	By: Stanfield Capital Partners, LLC
		 	as its Collateral Manager
		
	By	 	/s/ CHRISTOPHER E. JANSEN
	Name:	 	Christopher E. Jansen
	Title:	 	Managing Partner


  

 -61- 









			
	Term Loan B Lenders:
		
	Name:	 	Stanfield Bristol CLO, Ltd.
		 	By: Stanfield Capital Partners, LLC
		 	as its Collateral Manager
		
	By	 	/s/ CHRISTOPHER E. JANSEN
	Name:	 	Christopher E. Jansen
	Title:	 	Managing Partner


  

 -62- 









			
	Term Loan B Lenders:
		
	Name:	 	Stanfield Carrera CLO, Ltd.
		 	By: Stanfield Capital Partners, LLC
		 	as its Asset Manager
		
	By	 	/s/ CHRISTOPHER E. JANSEN
	Name:	 	Christopher E. Jansen
	Title:	 	Managing Partner


  

 -63- 









			
	Term Loan B Lenders:
		
	Name:	 	Stanfield Daytona CLO, Ltd.
		 	By: Stanfield Capital Partners, LLC
		 	as its Collateral Manager
		
	By	 	/s/ CHRISTOPHER E. JANSEN
	Name:	 	Christopher E. Jansen
	Title:	 	Managing Partner


  

 -64- 









			
	Term Loan B Lenders:
		
	Name:	 	Stanfield McLaren CLO, Ltd.
		 	By: Stanfield Capital Partners, LLC
		 	as its Collateral Manager
		
	By	 	/s/ CHRISTOPHER E. JANSEN
	Name:	 	Christopher E. Jansen
	Title:	 	Managing Partner


  

 -65- 









			
	Term Loan B Lenders:
		
	Name:	 	Stanfield Modena CLO, Ltd.
		 	By: Stanfield Capital Partners, LLC
		 	as its Asset Manager
		
	By	 	/s/ CHRISTOPHER E. JANSEN
	Name:	 	Christopher E. Jansen
	Title:	 	Managing Partner


  

 -66- 









			
	Term Loan B Lenders:
		
	Name:	 	Stanfield Vantage CLO, Ltd.
		 	By: Stanfield Capital Partners, LLC
		 	as its Asset Manager
		
	By	 	/s/ CHRISTOPHER E. JANSEN
	Name:	 	Christopher E. Jansen
	Title:	 	Managing Partner


  

 -67- 









			
	Term Loan B Lenders:
		
	Name:	 	Stanfield Veyron CLO, Ltd.
		 	By: Stanfield Capital Partners, LLC
		 	as its Collateral Manager
		
	By	 	/s/ CHRISTOPHER E. JANSEN
	Name:	 	Christopher E. Jansen
	Title:	 	Managing Partner


  

 -68- 









			
	Term Loan B Lenders:
		
	Name:	 	Tralee CDO I, Ltd.
		 	By: Par-Four Investment Management, LLC
		 	as Collateral Manager
		
	By	 	/s/ EDWARD LABRENZ
	Name:	 	Edward Labrenz
	Title:	 	Authorized Signatory


  

 -69- 









			
	Term Loan B Lenders:
		
	Name:	 	WhiteHorse I, Ltd.
		 	By WhiteHorse Capital Partners, L.P.
		 	  As collateral manager
		 	By WhiteRock Asset Advisor, LLC, its G.P.
		
	By	 	/s/ ETHAN M. UNDERWOOD
	Name:	 	Ethan M. Underwood, CFA
	Title:	 	Portfolio Manager


  

 -70- 









			
	Term Loan B Lenders:
		
	Name:	 	XL Re Europe Limited
		 	By: Stanfield Capital Partners, LLC
		 	signed as: its Collateral Manager
		
	By	 	/s/ CHRISTOPHER E. JANSEN
	Name:	 	Christopher E. Jansen
	Title:	 	Managing Partner


  

 -71- 








 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. 
  

					
	ASSET ACCEPTANCE, LLC
		
	By 	 	/s/ MARK A. REDMAN
		 	Name:	 	Mark A. Redman
		 	Title:	 	Manager


  

					
	CONSUMER CREDIT, LLC
		
	By 	 	/s/ MARK A. REDMAN
		 	Name:	 	Mark A. Redman
		 	Title:	 	Manager


  

					
	PREMIUM ASSET RECOVERY CORPORATION
		
	By 	 	/s/ MARK A. REDMAN
		 	Name:	 	Mark A. Redman
		 	Title:	 	Assistant Secretary & Treasurer


  

 -72-