Amendment No. 3 to LOC






AMENDMENT NO. 3
TO
LOAN AGREEMENT
THIS AMENDMENT NO. 3 TO LOAN AGREEMENT (this “Amendment”) is entered into as of April 30, 2013, by and among SQUARETWO FINANCIAL CORPORATION, a Delaware corporation (in its individual capacity, “US Borrower”), and as borrowing agent (in such capacity, “Borrowing Agent”), PREFERRED CREDIT RESOURCES LIMITED, an Ontario corporation (“Canadian Borrower”) (US Borrower and Canadian Borrower are sometimes collectively referred to herein as “Borrowers” and individually as a “Borrower”), the other persons designated as “Loan Parties”, certain of the Lenders party to the Loan Agreement (as defined below), and ALLY COMMERCIAL FINANCE LLC (formerly known as GMAC Commercial Finance LLC), a Delaware limited liability company (in its individual capacity, “Ally”), as administrative and collateral agent (in such capacity, “Agent”) and as funding and disbursement agent with respect to the Canadian Revolving Loans (in such capacity, “Canadian Agent”).
BACKGROUND
WHEREAS, Borrowers, Agent, Canadian Agent, and Lenders are parties to a Loan Agreement dated as of April 7, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) pursuant to which Agent and Lenders provide Borrowers with certain financial accommodations;
WHEREAS, Borrowing Agent has requested that Agent, Canadian Agent,  and Lenders make certain amendments to the Loan Agreement, and Agent, Canadian Agent,  and the Lenders party hereto are willing to amend the Loan Agreement on the terms and conditions hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or grant of credit heretofore or hereafter made to or for the account of Borrowers by Agent, Canadian Agent,  and Lenders, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1.Definitions.  All capitalized terms not otherwise defined herein shall have the meanings given to them in the Loan Agreement.


2.Amendment to Loan Agreement. Subject to satisfaction of the conditions precedent set forth in Section 3 below, the Loan Agreement is hereby amended as follows:


(a)Section 1.1 of the Loan Agreement is hereby amended as follows:


(i)The following defined terms are hereby inserted in the appropriate alphabetical order:


“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. §1 et seq.), as amended from time to time, and any successor statute.
“Eligible Party” means an “eligible contract participant” for purposes of Section 1a(18) of the Commodity Exchange Act, regulations promulgated 









thereunder and binding guidance thereunder promulgated by the Commodity Futures Trading Commission.
“Excluded Swap Obligations” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal or unenforceable under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party's failure for any reason not to constitute an Eligible Party.
“Qualified ECP Loan Party” means, in respect of any Swap Obligation, (a) each Loan Party that has total assets exceeding $10,000,000 at the time such Swap Obligation is incurred, or (b) such other Person as is qualified to give a “letter of credit or keepwell, support, or other agreement” for purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
“Swap Obligation” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.
(ii)The definition of “Applicable Margin” is amended and restated in its entirety as follows:
“Applicable Margin” for each type of Loan shall mean the applicable percentage specified below:
	
				
	TYPE OF LOAN
	APPLICABLE MARGIN FOR BASE RATE LOANS
	APPLICABLE MARGIN FOR LIBOR LOANS
	APPLICABLE MARGIN FOR CANADIAN BA RATE LOANS

	US Revolving Advances
	2.75%
	3.75%
	Not Available

	Canadian Revolving Advances
	2.75%
	Not Available
	4.25%

	US Obligations for which no other interest rate is specified
	2.75%
	Not Available
	Not Available

	Canadian Obligations for which no other interest rate is specified
	2.75%
	Not Available
	Not Available






(iii)The definition of “Base Rate” is hereby amended by deleting the last sentence in its entirety and inserting the following text in lieu thereof: “Notwithstanding the foregoing, in no event shall the Base Rate be less than two percent (2.00%).”











(iv)The definition of “BMO” is hereby deleted in its entirety. 


(v)The definition of “Canadian BA Rate” is hereby amended by deleting the text “1.50%” appearing therein and inserting the text “1.00%” in lieu thereof.


(vi)The definition of “Canadian Letter of Credit Issuer” is hereby amended by deleting the reference to “BMO” and inserting “U.S. Bank, National Association” in lieu thereof. 


(vii)The definition of "LIBOR" is hereby amended by deleting clause (1)(x) in its entirety and inserting the following text in lieu thereof: “(x) one percent (1.00%) and”.


(viii)The definition of “Obligation” is hereby amended by inserting the following text immediately prior to the period at the end of the definition: “; excluding, in each case with respect to any Loan Party, any Excluded Swap Obligations of such Loan Party”


(b)Section 2.3(A) of the Loan Agreement is hereby amended by deleting clause (3) in its entirety and inserting “(3) 0.50% per annum” in lieu thereof.


(c)Section 2.5 of the Loan Agreement is hereby amended by deleting the reference to “April 6, 2014” and inserting “April 6, 2016” in lieu thereof.  


(d)Section 5 of the Loan Agreement is hereby amended by inserting the following text immediately following Section 5.13:


“Section 5.14.    Keepwell.  Each Qualified ECP Loan Party, jointly and severally, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Loan Party hereunder to honor all of such Loan Party's obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 5.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.14, or otherwise under this Agreement, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 5.14 shall remain in full force and effect until all of the Obligations have been Paid In Full. Each Qualified ECP Loan Party intends that this Section 5.14 constitute, and this Section 5.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
3.Conditions of Effectiveness.  This Amendment shall become effective on the date that (i) Agent shall have received eight (8) copies of this Amendment executed by Borrowing Agent, Agent and all Lenders and consented and agreed to by Borrowers and Guarantors, (ii)  Ally, SunTrust Bank and Bank of Montreal shall have entered into one or more Assignment and Acceptance Agreements, pursuant to which 









SunTrust Bank and Bank of Montreal shall assign to Ally all Loans and all other rights, obligations and commitments that they each own under the Loan Agreement, and the foregoing agreements shall be effective, and (iii) Agent, on behalf of each of the Lenders, shall have received an amendment fee in an amount equal to 0.15% of such Lender's respective Revolving Loan Commitment.


4.Representations and Warranties.  Each Loan Party hereby represents and warrants as follows:


(a)This Amendment and the Loan Agreement, as amended hereby, constitute legal, valid and binding obligations of each Loan Party and are enforceable against each Loan Party in accordance with their respective terms.


(b)Upon the effectiveness of this Amendment, each Loan Party hereby reaffirms all covenants, representations and warranties made in the Loan Agreement to the extent the same are not amended hereby and agree that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.


(c)No Event of Default or Default has occurred and is continuing or would exist after giving effect to this Amendment.


(d)No Loan Party has any defense, counterclaim or offset with respect to the Loan Agreement.


5.Effect on the Loan Agreement.


(a)Upon the effectiveness of Section 2 hereof, each reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Loan Agreement as amended hereby.


(b)Except as specifically amended herein, the Loan 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 Agent or Lenders, nor constitute a waiver of any provision of the Loan Agreement, or any other documents, instruments or agreements executed and/or delivered under or in connection therewith.


6.Governing Law.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of New York.


7.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.


8.Counterparts; Facsimile.  This Amendment may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement.  Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature hereto.











IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first written above.
Borrowing Agent:


SQUARETWO FINANCIAL CORPORATION, as Borrowing Agent




	
		
	By:
	/s/ Paul A. Larkins

	Name:
	Paul A. Larkins

	Title:
	President and CEO








Agent:


ALLY COMMERCIAL FINANCE LLC (formerly known as GMAC Commercial Finance LLC), as Agent and Canadian Agent




	
		
	By:
	/s/ Thomas Maiale

	Name:
	Thomas Maiale

	Title:
	Senior Director








Lenders: 


ALLY COMMERCIAL FINANCE LLC (formerly known as GMAC Commercial Finance LLC), as a Lender 




	
		
	By:
	/s/ Thomas Maiale

	Name:
	Thomas Maiale

	Title:
	Senior Director








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




	
		
	By:
	/s/ Laura Warner

	Name:
	Laura Warner

	Title:
	Director























ING CAPITAL LLC, as a Lender




	
		
	By:
	/s/ John Lanier

	Name:
	John Lanier

	Title:
	Director








U.S. BANK NATIONAL ASSOCIATION, as a Lender




	
		
	By:
	/s/ Chris Gibson

	Name:
	Chris Gibson

	Title:
	AVP








FIFTH THIRD BANK, as a Lender




	
		
	By:
	/s/ Gregory Vollmer

	Name:
	Gregory Vollmer

	Title:
	Vice President








SIEMENS FINANCIAL SERVICES, INC., as a Lender




	
		
	By:
	/s/ Maria Levy

	Name:
	Maria Levy

	Title:
	Vice President








	
		
	By:
	/s/ WD Jentsch

	Name:
	WD Jentsch

	Title:
	Vice President















Acknowledged, agreed and consented to by:


SQUARETWO FINANCIAL CORPORATION, 
as US Borrower and as a US Guarantor




	
		
	By:
	/s/ Paul A. Larkins

	Name:
	Paul A. Larkins

	Title:
	President and CEO








CACH, LLC
CACH OF NJ, LLC
COLLECT AMERICA OF CANADA LLC
CACV OF COLORADO, LLC
CACV OF NEW JERSEY, LLC
HEALTHCARE FUNDING SOLUTIONS, LLC
ORSA, LLC
CANDEO, LLC
AUTUS, LLC, each as a US Guarantor




	
		
	By:
	/s/ Paul A. Larkins

	Name:
	Paul A. Larkins

	Title:
	Manager








REFINANCE AMERICA, LTD., as a US Guarantor




	
		
	By:
	/s/ Thomas Good

	Name:
	Thomas Good

	Title:
	General Counsel and Secretary








METROPOLITAN LEGAL ADMINISTRATION SERVICES INC., 
as a Canadian Guarantor




	
		
	By:
	/s/ Christopher Walker

	Name:
	Christopher Walker

	Title:
	President and CEO

























PREFERRED CREDIT RESOURCES LIMITED, 
as Canadian Borrower and as a Canadian Guarantor




	
		
	By:
	/s/ Christopher Walker

	Name:
	Christopher Walker

	Title:
	President and CEO








CA HOLDING, INC., as a US Guarantor




	
		
	By:
	/s/ Paul A. Larkins

	Name:
	Paul A. Larkins

	Title:
	President and CEO








CCL FINANCIAL INC., as a Canadian Guarantor




	
		
	By:
	/s/ Christopher Walker

	Name:
	Christopher Walker

	Title:
	President and CEO








SQUARE TWO FINANCIAL CANADA CORPORATION, 
as a Canadian Guarantor




	
		
	By:
	/s/ Christopher Walker

	Name:
	Christopher Walker

	Title:
	President and CEO








SQUARETWO FINANCIAL COMMERCIAL FUNDING 
CORPORATION, as a US Guarantor




	
		
	By:
	/s/ Paul A. Larkins

	Name:
	Paul A. Larkins

	Title:
	President and CEO