Amendment No. 7 to Credit Agreement



 EXHIBIT 10.2 
 EXECUTION COPY 
 AMENDMENT NO. 7 
 Dated as of May 9, 2008 
 to 
 CREDIT AGREEMENT 
 Dated as of June 7,
2005 
 THIS AMENDMENT NO. 7 (“Amendment”) is made as of May 9, 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 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) Clause (v) of Section 6.10 of the Credit Agreement is amended and
restated in its entirety to read as follows: 
 “(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. 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. 







 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 and
(ii) such other instruments and documents as are reasonably requested by the Agent 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. 
 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. 
  

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 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. 7 
 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. 7 
 Encore Capital Group, Inc. 
 Credit Agreement
dated as of June 7, 2005 








			
	BANK OF SCOTLAND plc, as a Lender
		
	By:	 	/s/ Karen Weich
	Name:	 	Karen Weich
	Title:	 	Vice President


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








			
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	/s/ Gordon W. Wiens
	Name:	 	Gordon W. Wiens
	Title:	 	Senior Vice President


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








			
	CALIFORNIA BANK & TRUST, as a Lender
		
	By:	 	/s/ Michael Powell
	Name:	 	Michael Powell
	Title:	 	Senior Vice President


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








			
	GUARANTY BANK, as a Lender
		
	By:	 	 
	Name:	 	
	Title:	 	


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








			
	CITIBANK, N.A., as a Lender
		
	By:	 	 
	Name:	 	
	Title:	 	


 Signature Page to Amendment No. 7 
 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:	 	First Vice President


 Signature Page to Amendment No. 7 
 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. 7 
 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. 7 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. 7 is dated as of May 9, 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: May 9, 2008 
 [Signature Page Follows] 








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