Amendment No.3 to Credit Agreement



 Exhibit 10.29 
 AMENDMENT NO. 3 
 Dated as of February 27, 2007 
 to 
 CREDIT AGREEMENT 
 Dated as of June 7, 2005 
 THIS AMENDMENT NO. 3 (“Amendment”) is
made as of February 27, 2007 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) Section 6.10 of the Credit Agreement is amended to insert the following new clauses (v) and (vi) at the end thereof to read as
follows: 
 “and (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 (and no more than $25,000,000 of such amount shall be expended for such redemptions and
purchases of such Unsecured 







 
Notes). 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”. 
 (b) Section 6.21.2 of
the Credit Agreement is amended and restated in its entirety to read as follows: 
 6.21.2 Minimum Net Worth. The Borrower will not
permit its Consolidated Net Worth to be less than the sum of (i) a dollar amount equal to 85% of Consolidated Net Worth at December 31, 2006, plus (ii) 50% of Consolidated Net Income earned in each fiscal quarter beginning with the
quarter ending March 31, 2007 (without deduction for losses), plus (iii) 100% of the amount by which the Borrower’s “total stockholders’ equity” is increased after February 27, 2007 as a result of the issuance or
sale by the Borrower or any of its Subsidiaries of, or the conversion of any Indebtedness of such Person into, any equity interests (including warrants and similar investments) in such Person, minus (iv) amounts expended by the Borrower to
repurchase its capital stock to the extent such amounts are permitted under Section 6.10(v)(A). 
 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, (ii) such other instruments and documents as are reasonably requested by the Agent, (iii) for the account of each Lender which executes and delivers its
signature page hereto by such time as is requested by the Administrative Agent, an amendment fee in an amount equal to $2,500 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. 
  

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 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. 
 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











			
	JPMORGAN CHASE BANK,
	 NATIONAL ASSOCIATION,

	     as Administrative Agent, as LC Issuer and as a Lender

		
	By:	 	 /s/ Steven J. Krakoski

	 Name:
	 	 Steven J. Krakoski

	 Title:
	 	 Senior Vice President











			
	 BANK OF SCOTLAND, as a Lender

		
	By:	 	 /s/ Joseph Fratus

	 Name:
	 	 Joseph Fratus

	 Title:
	 	 First Vice President











			
	 BANK OF AMERICA, N.A., as a Lender

		
	By:	 	 /s/ Anthony P. Sciarrino

	 Name:
	 	 Anthony P. Sciarrino

	 Title:
	 	 Senior Vice President











			
	 CALIFORNIA BANK & TRUST, as a Lender

		
	By:	 	 /s/ Michael Powell

	 Name:
	 	 Michael Powell

	 Title:
	 	 Senior Vice President











			
	 GUARANTY BANK, as a Lender

		
	By:	 	 /s/ Scott Brewer

	 Name:
	 	 Scott Brewer

	 Title:
	 	 Managing Director











			
	 FIRST BANK, as a Lender

		
	By:	 	 /s/ Gil Hector

	 Name:
	 	 Gil Hector

	 Title:
	 	 Vice President











			
	CITIBANK, N.A., successor in interest by merger to
	 CITIBANK (WEST) F.S.B., as a Lender

		
	By:	 	 /s/ Dennis J. Jans

	 Name:
	 	 Dennis J. Jans

	 Title:
	 	 Vice President











			
	 BANK LEUMI USA, as a Lender

		
	By:	 	 /s/ Jacques Delvoye

	 Name:
	 	 Jacques Delvoye

	 Title:
	 	 First Vice President











			
	 MANUFACTURERS BANK, as a Lender

		
	By:	 	 /s/ Maureen Kelly

	 Name:
	 	 Maureen Kelly

	 Title:
	 	 Vice President










 CONSENT AND REAFFIRMATION 
 Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 3 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. 3 is dated as of February 27, 2007 (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: February 27, 2007 
 [Signature Page Follows] 
  








									
	 MIDLAND CREDIT MANAGEMENT, INC.,
	 		 	 MIDLAND FUNDING NCC-2 CORPORATION,

	 as a Guarantor
	 		 	 as a Guarantor

					
	By:	 	 /s/ J. Brandon Black
	 		 	 By:
	 	 /s/ J. Brandon Black

	 Name:
	 	 J. Brandon Black
	 		 	 Name:
	 	 J. Brandon Black

	 Title:
	 	 President
	 		 	 Title:
	 	 President

			
	 ACG HOLDING, INC.,
	 		 	 MIDLAND PORTFOLIO SERVICES, INC.,

	 as a Guarantor
	 		 	 as a Guarantor

					
	By:	 	 /s/ J. Brandon Black
	 		 	 By:
	 	 /s/ J. Brandon Black

	 Name:
	 	 J. Brandon Black
	 		 	 Name:
	 	 J. Brandon Black

	 Title:
	 	 President
	 		 	 Title:
	 	 President

			
	 ACG MANAGEMENT LLC,
	 		 	 MIDLAND FUNDING LLC,

	 as a Guarantor
	 		 	 as a Guarantor

			
	 By: ACG HOLDING, INC., as Manager
	 		 	
					
	By:	 	 /s/ J. Brandon Black
	 		 	 By:
	 	 /s/ J. Brandon Black

	 Name:
	 	 J. Brandon Black
	 		 	 Name:
	 	 J. Brandon Black

	 Title:
	 	 President
	 		 	 Title:
	 	 President

			
	 MIDLAND INTERNATIONAL LLC,
	 		 	 ASCENSION CAPITAL GROUP, LP,

	 as a Guarantor
	 		 	 as a Guarantor

			
	By: MIDLAND CREDIT MANAGEMENT, INC., its Sole Member	 		 	 By: ACG HOLDING, INC., its General Partner

					
	By:	 	 /s/ J. Brandon Black
	 		 	 By:
	 	 /s/ J. Brandon Black

	 Name:
	 	 J. Brandon Black
	 		 	 Name:
	 	 J. Brandon Black

	 Title:
	 	 President
	 		 	 Title:
	 	 President