Exhibit 10.2



 Exhibit 10.2 
 FORM OF REVOLVING NOTE 
  

			
	 $20,000,000.00
	  	New York, New York
		  	December 30, 2011

 FOR VALUE RECEIVED, the undersigned, ASTA FUNDING ACQUISITION I, LLC, a Delaware limited liability
company, ASTA FUNDING ACQUISITION II, LLC, a Delaware limited liability company, PALISADES COLLECTION, L.L.C., a Delaware limited liability company, PALISADES ACQUISITION I, LLC, a Delaware limited liability company, PALISADES ACQUISITION II, LLC, a
Delaware limited liability company, PALISADES ACQUISITION IV, LLC, a Delaware limited liability company, PALISADES ACQUISITION VIII, LLC, a Delaware limited liability company, PALISADES ACQUISITION IX, LLC, a Delaware limited liability company,
PALISADES ACQUISITION X, LLC, a Delaware limited liability company, CLIFFS PORTFOLIO ACQUISITION I, LLC, a Delaware limited liability company, SYLVAN ACQUISITION I, LLC, a Delaware limited liability company, and OPTION CARD, LLC, a Colorado limited
liability company (collectively referred to as “Borrowers”), HEREBY PROMISE TO PAY to the order of BANK LEUMI USA, a New York banking corporation (“Lender”), at the offices of Lender, at its address at 562 Fifth
Avenue, New York, NY 10036, or at such other place as Lender may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the amount of TWENTY AND 00/100 DOLLARS ($20,000,000) or, if
less, the aggregate unpaid amount of all Advances made to the undersigned under the “Loan Agreement” (as hereinafter defined), plus interest on the unpaid balance as provided in the Loan Agreement. All capitalized terms used but not
otherwise defined herein have the meanings given to them in the Loan Agreement or in Annex A attached thereto. 
 This
Revolving Note is issued pursuant to that certain Loan Agreement dated as of December 30, 2011, by and among Borrowers, the other Credit Parties signatory thereto and Lender (including all annexes, exhibits and schedules thereto, and as from
time to time amended, restated, supplemented or otherwise modified, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement, the Collateral Documents and all of the other Loan Documents referred to
therein. Reference is hereby made to the Loan Agreement for a statement of all of the terms and conditions under which the Revolving Loans evidenced hereby are made and are to be repaid. The date and amount of each Advance made by Lender to
Borrowers, the rates of interest applicable thereto and each payment made on account of the principal thereof, shall be recorded by Lender on its books in accordance with the terms of the Loan Agreement; provided that the failure of Lender to make
any such recordation shall not affect the obligations of Borrowers to make a payment when due of any amount owing under the Loan Agreement or this Revolving Note in respect of the Advances made by Lender to Borrowers. 

The principal amount of the indebtedness evidenced hereby shall be payable in the amounts and on the dates specified in the Loan
Agreement, the terms of which are hereby incorporated herein by reference. Interest thereon shall be paid until such principal amount is paid in full at such interest rates and at such times, and pursuant to such calculations, as are specified in
the Loan Agreement. The entire unpaid balance shall be immediately due and payable in full on the Termination Date. 







 If any payment on this Revolving Note becomes due and payable on a day other than a Business
Day, the maturity thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. 

This Revolving Note is secured by the Collateral. 
 Upon the occurrence and during the continuance of any Default, which is not reasonably capable of being cured, or Event of Default, this Revolving Note may, when and as provided in the Loan Agreement, and
without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. 
 Time is of
the essence of this Revolving Note. 
 In the event of any conflict between the terms of this Revolving Note and the terms of
the Loan Agreement, the terms of the Loan Agreement shall prevail. All of the terms, covenants, provisions, conditions, stipulations, promises and agreements contained in the Loan Agreement to be kept, observed and/or performed by the undersigned
are made a part of this Revolving Note and are incorporated into this Revolving Note by this reference to the same extent and with the same force and effect as if they were fully set forth in this Revolving Note; the undersigned promise and agree to
keep, observe and perform them or cause them to be kept, observed and performed, strictly in accordance with the terms and provisions thereof. 
 Each party liable on this Revolving Note in any capacity, whether as maker, endorser, surety, guarantor or otherwise, (i) waives presentment for payment, demand, protest and notice of presentment,
notice of protest, notice of non-payment and notice of dishonor of this debt and each and every other notice of any kind respecting this Revolving Note and all lack of diligence or delays in collection or enforcement hereof; (ii) agrees that
Lender at any time or times, without notice to the undersigned or its consent, may grant extensions of time, without limit as to the number of the aggregate period of such extensions, for the payment of any principal, interest or other sums due
hereunder; (iii) to the extent permitted by law, waives all exemptions under the laws of the State of New York and/or any state or territory of the United States; (iv) to the extent permitted by law, waives the benefit of any law or rule
of law intended for its advantage or protection as an obligor under this Revolving Note or providing for its release or discharge from liability on this Revolving Note, in whole or in part, on account of any facts or circumstances other than full
and complete payment of all amounts due under this Revolving Note; and (v) in accordance with, and to the extent provided in, the Loan Agreement, agrees to pay, in addition to all other sums of money due, all cost of collection and
attorney’s fees, whether suit be brought or not, if this Revolving Note is not paid in full when due, whether at the stated maturity or by acceleration. 
 If any term, provision, covenant or condition of this Revolving Note or the application of any term, provision, covenant or condition of this Revolving Note to any party or circumstance shall be found by
a court of competent jurisdiction to be, to any extent, invalid or unenforceable, then the remainder of this Revolving Note and the application of such term, provision, covenant, or condition to parties or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby, and each term, provision, covenant or condition shall be valid and enforced to the fullest extent permitted by law. Upon determination that any such term, provision, covenant or
condition is invalid, illegal or unenforceable, Lender may, but is not obligated to, advance funds to Borrowers under this Revolving Note until Borrowers and Lender amend this Revolving Note so as to effect the original intent of the parties as
closely as possible in a valid and enforceable manner. 

  
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 Except as provided in the Loan Agreement, this Revolving Note may not be assigned by Lender
to any Person. 
 THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE. 
 [SIGNATURE PAGE FOLLOWS] 

  
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	ASTA FUNDING ACQUISITION I, LLC
	ASTA FUNDING ACQUISITION II, LLC
	PALISADES COLLECTION, L.L.C.
	PALISADES ACQUISITION I, LLC
	PALISADES ACQUISITION II, LLC
	PALISADES ACQUISITION IV, LLC
	PALISADES ACQUISITION VIII, LLC
	PALISADES ACQUISITION IX, LLC
	PALISADES ACQUISITION X, LLC
	CLIFFS PORTFOLIO ACQUISITION I, LLC
	SYLVAN ACQUISITION I, LLC
	OPTION CARD, LLC
		
	By:	 	 
	Name:	 	 
	Title:	 	 



  
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