Amendment No. 8 to Credit Agreement



 EXHIBIT 10.1 
 EXECUTION COPY 
 AMENDMENT NO. 8 
 Dated as of July 3, 2008 
 to 
 CREDIT AGREEMENT 
 Dated as of June 7,
2005 
 THIS AMENDMENT NO. 8 (“Amendment”) is made as of July 3, 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 and waivers with respect to the Credit Agreement; 
 WHEREAS, the Lenders party
hereto and the Agent have agreed to such amendments and waivers 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 2.5.3
of the Credit Agreement is amended to (i) delete the reference to “$300,000,000” therein and to substitute “$335,000,000” in lieu thereof and (ii) delete the reference to “$70,000,000” therein and to
substitute “$105,000,000” in lieu thereof. 
 (b) Section 6.1.1(c) of the Credit Agreement is amended and restated in
its entirety to read “(c) [intentionally omitted].” The Lenders party hereto waive any previous non-compliance with Section 6.1.1(c) of the Credit Agreement. 
 (c) The Pricing Schedule is amended to restate the table with respect to the Applicable Margin set for therein in its entirety as follows: 
  

										
	 APPLICABLE MARGIN
	  	LEVEL I
STATUS	 	 	LEVEL II
STATUS	 	 	LEVEL III
STATUS	 
	 Eurodollar Rate
	  	2.25	%	 	2.50	%	 	2.75	%
	 Floating Rate
	  	0.25	%	 	0.50	%	 	0.75	%








 (d) The Revolving Loan Commitments of certain of the Lenders are amended and increased and therefore,
upon the effectiveness hereof, the Revolving Loan Commitments of all of the Lenders are amended as set forth in the schedule on Annex I hereto. The Borrower hereby agrees to compensate each Lender for any and all losses, expenses and
liabilities incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans and the reallocation described in Section 2(a) below, in each case on the terms and in the manner set forth in Section 3.4 of the
Credit Agreement. 
 (e) Each of HSH Nordbank AG, London Branch, KeyBank National Association and Wachovia Bank, National Association (each a
“New Lender” and, collectively, the “New Lenders”) is entering into this Amendment and the Credit Agreement as a new Lender thereunder. Upon the effectiveness hereof, each New Lender shall constitute a
“Lender” for all purposes under the Loan Documents. 
 2. Conditions of Effectiveness. The effectiveness of this Amendment
is subject to the conditions precedent that (a) in connection with the assignments and increases described in Section 1(c) above, the Agent and the Lenders shall have administered the reallocation of the Aggregate Outstanding Revolving
Credit Exposure among the Lenders such that after giving effect to the reallocations of the Revolving Loan Commitments, each Lender’s Revolving Loan Pro Rata Share of the Aggregate Outstanding Revolving Credit Exposure is equal to such
Lender’s Revolving Loan Pro Rata Share of the Aggregate Revolving Loan Commitments, (b) the Agent shall have received (i) counterparts of this Amendment duly executed by the Borrower, the Required Lenders (including each of the
Lenders increasing its Revolving Loan Commitment and each of the New Lenders) and the Agent and the Consent and Reaffirmation attached hereto duly executed by the Guarantors, (ii) such other opinions, instruments and documents as are reasonably
requested by the Agent and (iii) for the ratable account of each Lender with a Revolving Loan Commitment being increased, an upfront fee in an amount previously agreed upon by the Borrower and the Agent in respect of such Lender’s
incremental portion of its increased Revolving Loan Commitment and (c) 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. 
  

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 (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) Other than as expressly set forth herein, 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


 Signature Page to Amendment No. 8 
 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. 8 
 Encore Capital Group, Inc. 
 Credit Agreement
dated as of June 7, 2005 








			
	BANK OF AMERICA, N.A., as Syndication Agent and as a Lender
		
	By:	 	/s/ Tom Vessey
	Name:	 	Tom Vessey
	Title:	 	Senior Vice President


 Signature Page to Amendment No. 8 
 Encore Capital Group, Inc. 
 Credit Agreement
dated as of June 7, 2005 








			
	 BANK OF SCOTLAND plc, as a
 Co-Documentation Agent as a Lender

		
	By:	 	/s/ Julia R. Franklin
	Name:	 	Julia R. Franklin
	Title:	 	Assistant Vice President


 Signature Page to Amendment No. 8 
 Encore Capital Group, Inc. 
 Credit Agreement
dated as of June 7, 2005 








			
	HSH NORDBANK AG, LONDON BRANCH, as a Lender
		
	By:	 	/s/ Cad Outmezguine
	Name:	 	Cad Outmezguine
	Title:	 	Senior Structurer
		
	By:	 	/s/ Fiona Bryans
	Name:	 	Fiona Bryans
	Title:	 	V.P.


 Signature Page to Amendment No. 8 
 Encore Capital Group, Inc. 
 Credit Agreement
dated as of June 7, 2005 








			
	CALIFORNIA BANK & TRUST, as a
Co-Documentation Agent as a Lender
		
	By:	 	/s/ Carmen Sanz
	Name:	 	Carmen Sanz
	Title:	 	Vice President


 Signature Page to Amendment No. 8 
 Encore Capital Group, Inc. 
 Credit Agreement
dated as of June 7, 2005 








			
	KEYBANK NATIONAL ASSOCIATION, as a Co-Documentation Agent and as a Lender
		
	By:	 	/s/ John McCracken
	Name:	 	John McCracken
	Title:	 	Director


 Signature Page to Amendment No. 8 
 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. 8 
 Encore Capital Group, Inc. 
 Credit Agreement
dated as of June 7, 2005 








			
	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	/s/ Matthew Freeman
	Name:	 	Matthew Freeman
	Title:	 	SVP, Commercial Risk Manager


 Signature Page to Amendment No. 8 
 Encore Capital Group, Inc. 
 Credit Agreement
dated as of June 7, 2005 








			
	GUARANTY BANK, as a Lender
		
	By:	 	/s/ Scott Brewer
	Name:	 	Scott Brewer
	Title:	 	Managing Director


 Signature Page to Amendment No. 8 
 Encore Capital Group, Inc. 
 Credit Agreement
dated as of June 7, 2005 








			
	CITIBANK, N.A., as a Lender
		
	By:	 	/s/ Dennis Jans
	Name:	 	Dennis Jans
	Title:	 	Senior Vice President


 Signature Page to Amendment No. 8 
 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:	 	FVP


 Signature Page to Amendment No. 8 
 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. 8 
 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. 8 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. 8 is dated as of July 3, 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: July 3, 2008 
 [Signature Page Follows] 








									
	MIDLAND CREDIT MANAGEMENT, INC. , as a Guarantor	 		 	MIDLAND FUNDING NCC-2 CORPORATION, as 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. 8 
 Encore Capital Group, Inc. 
 Credit Agreement
dated as of June 7, 2005 







 ANNEX I 
 Revolving Loan Commitments 
  

							
	 Lender
	  	Amount of
Revolving Loan
Commitment	  	% of Aggregate
Revolving Loan
Commitment	 
	 JPMorgan Chase Bank, National Association
	  	$	48,200,000	  	14.3880597015	%
	 Bank of America, N.A.
	  	$	48,200,000	  	14.3880597015	%
	 Bank of Scotland plc
	  	$	35,000,000	  	10.4477611940	%
	 HSH Nordbank AG
	  	$	35,000,000	  	10.4477611940	%
	 California Bank & Trust
	  	$	30,000,000	  	8.9552238806	%
	 KeyBank National Association
	  	$	30,000,000	  	8.9552238806	%
	 First Bank
	  	$	26,100,000	  	7.7910447761	%
	 Wachovia Bank, National Association
	  	$	25,000,000	  	7.4626865672	%
	 Guaranty Bank
	  	$	20,000,000	  	5.9701492537	%
	 Citibank, N.A.
	  	$	15,000,000	  	4.4776119403	%
	 Bank Leumi USA
	  	$	15,000,000	  	4.4776119403	%
	 Manufacturers Bank
	  	$	7,500,000	  	2.2388059701	%
	 TOTAL
	  	$	335,000,000	  	100	%