Third Amendment to Credit Agreement dated as of May 28, 2010



 Exhibit 10.1 

THIRD AMENDMENT TO CREDIT AGREEMENT 

THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of May 28, 2010 (this “Amendment”), is by and among ASSET ACCEPTANCE
CAPITAL CORP. (the “Borrower”), the Lenders party to the Credit Agreement described below (collectively, the “Lenders” and individually, a “Lender”), and JPMORGAN CHASE BANK, N.A., a national banking association, as
administrative agent for the Lenders (in such capacity, the “Administrative Agent”). 
 RECITALS 

A. The Borrower, the Administrative Agent and the Lenders entered into a Credit Agreement, dated as of June 5, 2007 (as amended or
modified from time to time, the “Credit Agreement”). 
 B. The Borrower desires to amend the Credit Agreement, and the
Administrative Agent and the Lenders are willing to do so strictly in accordance with the terms hereof. 
 TERMS

 In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows: 

ARTICLE 1. 

AMENDMENTS 

Upon the satisfaction of the conditions set forth in Article 3 hereof, the Credit Agreement shall be amended as follows: 

1.1 The following definitions in Section 1.01 of the Credit Agreement are restated as follows: 

“Applicable Margin” means, for any day, (a) with respect to any Eurocurrency Loan or ABR Loan that is a Tranche B
Term Loan, as the case may be, the applicable rate per annum set forth below under the caption “Tranche B Eurocurrency Spread” or “Tranche B ABR Spread”, as the case may be, based upon the Leverage Ratio as of the most recent
determination date and (b) with respect to any Eurocurrency Loan or ABR Loan that is a Revolving Loan or with respect to the commitment fees or fees on Letters of Credit payable hereunder, as the case may be, the applicable rate per annum set
forth below under the caption “Revolving Eurocurrency Spread”, “Revolving ABR Spread”, “Commitment Fee Rate” or “Letter of Credit Fee”, as the case may be, based upon the Leverage Ratio as of the most recent
determination date: 
  

													
	 Level
	  	Leverage Ratio	  	Tranche B
Eurocurrency
Spread	 	Revolving
Eurocurrency
Spread and Letter
of Credit Fee	 	Tranche B
ABR 
Spread	  	Revolving
ABR Spread	  	Commitment
Fee Rate
	I	  	< 0.875	  	3.25%	 	3.00%	 	2.25%	  	2.00%	  	0.50%
	II	  	3 0.875 and < 1.125	  	3.50%	 	3.25%	 	2.50%	  	2.25%	  	0.50%
	III	  	31.125	  	3.50%	 	3.50%	 	2.50%	  	2.50%	  	0.50%

  

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 The Applicable Margin shall be determined in accordance with the foregoing table based on the Leverage Ratio
as of the end of each Fiscal Quarter. Adjustments, if any, to the Applicable Margin shall be effective the first day of the month following the month that the Administrative Agent is scheduled to receive the applicable financials under
Section 5.01(a) or (b) and certificate under Section 5.01(c). If the Borrower fails to deliver the financials to the Administrative Agent at the time required hereunder, then the Applicable Margin shall be set at Level III until such
financials are so delivered. Notwithstanding anything herein to the contrary, the Applicable Margin shall be set at Level III as of the effective date of the Third Amendment to this Agreement, and shall not be changed from Level III until receipt of
the financials under Section 5.01(a) and the certificate under Section 5.01(c) for the fiscal year ending December 31, 2010. 

“Consolidated Adjusted EBITDA” means Consolidated Net Income plus, to the extent deducted from revenues in
determining Consolidated Net Income, (a) Consolidated Interest Expense, (b) expense for taxes paid or accrued net of tax refunds, (c) depreciation expense, (d) amortization expense (excluding amortization of Receivables),
(e) the Amortized Collections, (f) non-cash losses and non-cash expenses, and (g) the FTC Charges, minus, to the extent included in Consolidated Net Income, extraordinary gains (as determined in accordance with GAAP)
realized other than in the ordinary course of business and non-cash gains and other non-cash income, all calculated for the Borrower and its Subsidiaries on a consolidated basis. 

“Consolidated Tangible Net Worth” means at any time the consolidated stockholders’ equity of the Borrower and its
Subsidiaries calculated on a consolidated basis as of such time, less the net book value of all goodwill and other assets which are deemed intangible assets under GAAP, provided that (i) leasehold improvements and computer software shall not be
considered intangible assets for purposes of this definition regardless of their classification under GAAP and (ii) the FTC Charges shall be added back to Consolidated Tangible Net Worth. 

1.2 The following definitions are added to Section 1.01 of the Credit Agreement in appropriate alphabetical order: 

“FTC Charges” means the lesser of (a) the aggregate amount of charges and other losses resulting from the
investigation (the “Investigation”) commenced prior to the effective date of the Third Amendment to this Agreement by the Federal Trade Commission of the debt collection-related practices of the Borrower and its Subsidiaries, to include,
without limitation, any fines, civil monetary penalties, or other monetary relief to be paid by the Borrower or any of its Subsidiaries as a result of a consent decree or a contested action, any expense related to any accrual for such amounts, and
fees and disbursements of counsel for the Borrower or any of its Subsidiaries incurred in connection with the Investigation or defense of any governmental action or other proceeding arising from the Investigation, or (b) $7,000,000. 

“2009 Q-4 Impairment Charges” means the lesser of (a) the amount of the losses resulting from the recognition of
asset impairment charges on purchased receivables of the Borrower and its Subsidiaries in the fourth Fiscal Quarter of 2009 or (b) $20,000,000. 

1.3 Section 6.12(c) is restated as follows: 

(c) Ratio of Total Liabilities to Tangible Net Worth. Permit or suffer the ratio of the Consolidated Total Liabilities to the
Consolidated Tangible Net Worth to exceed (i) 2.50 to 1.0 at any time on or before December 30, 2011, (ii) 2.25 to 1.0 at any time on or after December 31, 2011 and on or before March 30, 2012, or (iii) 2.00 to 1.0 to
any time thereafter; provided that, for purposes of this Section 6.12(c) only, the 2009 Q-4 Impairment Charges shall be added back to Consolidated Tangible Net Worth. 
  


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 ARTICLE 2. 

REPRESENTATIONS 

The Borrower represents and warrants to the Administrative Agent and the Lenders that: 

2.1 The execution, delivery and performance of this Amendment are within the Borrower’s corporate powers and have been duly
authorized by all necessary corporate and, if required, stockholder action. This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at
law. 
 2.2 The execution, delivery and performance of this Amendment by the Borrower (a) do not require any consent or
approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter,
by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the
Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset
of the Borrower or any of its Subsidiaries. 
 2.3 After giving effect to the amendments herein contained, the representations
and warranties contained in Article III of the Credit Agreement and the representations and warranties contained in the other Loan Documents are true on and as of the date hereof with the same force and effect as if made on and as of the date
hereof. 
 2.4 No Default exists or has occurred and is continuing on the date hereof. 

ARTICLE 3. 

CONDITIONS PRECEDENT 

This Amendment shall become effective as of the date hereof when each of the following conditions is satisfied: 

3.1 The Borrower and the Required Lenders shall have signed this Amendment. 

3.2 The Guarantors shall have signed the Consent and Agreement hereto. 

3.3 The Borrower shall have paid to the Administrative Agent, for the account of each Lender that has signed this Amendment on or before
5:00 pm eastern time on the date hereof, a fee in an amount equal to 25.0 basis points on the sum of such Lender’s Revolving Commitment plus the outstanding principal balance of such Lender’s Tranche B Term Loan. 

3.4 The Borrower shall have delivered or caused to be delivered to the Administrative Agent such other documents and satisfied such other
conditions as required by the Administrative Agent. 
  

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 ARTICLE 4. 

MISCELLANEOUS. 

4.1 References in the Credit Agreement or in any other Loan Document to the Credit Agreement shall be deemed to be references to the
Credit Agreement as amended hereby and as further amended from time to time. 
 4.2 Except as expressly amended hereby, each of
the Borrower and each Guarantor (by Consent and Agreement hereto) acknowledges and agrees that (a) the Credit Agreement and all other Loan Documents are ratified and confirmed and shall remain in full force and effect, (b) it has no set
off, counterclaim, defense or other claim or dispute with respect to any Loan Document, and (c) it has no actual or potential claim or cause of action against the Administrative Agent or any Lender with respect to any matters through the date
hereof, and hereby waives and agrees not to assert any claims or causes of action against the Administrative Agent, any Lender or any of their Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory
of liability, whether known or unknown, matured or contingent, including, without limitation, for special, indirect, consequential or punitive damages, arising by virtue of any actions taken, actions omitted, or the occurrence of any event prior to
the date hereof, arising out of or relating to, or in connection with, this Amendment, the other Loan Documents or any of the transactions entered into in connection therewith or contemplated thereby. 

4.3 This Amendment shall be governed by and construed in accordance with the laws of the State of Michigan. This Amendment may be signed
upon any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument, and signatures sent by facsimile or electronic mail message shall be effective as originals. Terms used but not defined
herein shall have the respective meanings ascribed thereto in the Credit Agreement. This Amendment is a Loan Document. 
  

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 IN WITNESS WHEREOF, the parties signing this Amendment have caused this Amendment to be
executed and delivered as of the day and year first above written. 
  

					
	ASSET ACCEPTANCE CAPITAL CORP.
		
	By	 	 /s/ Rion B. Needs

		 	Name:	 	Rion B. Needs
		 	Title:	 	President


  

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	 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

individually and as Administrative Agent,

		
	By	 	 /s/ Carlton M. Faison

		 	Name:	 	Carlton M. Faison
		 	Title:	 	Senior Vice President


  

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	RBS CITIZENS, N.A. (f/k/a Charter One Bank, N.A.)
		
	By	 	 /s/ Megan Livingston

		 	Name:	 	Megan Livingston
		 	Title:	 	Vice President
	
	CITIZENS BANK
		
	By	 	 /s/ Matthew Nelson

		 	Name:	 	Matthew Nelson
		 	Title:	 	Fist Vice President
	
	FIFTH THIRD BANK, an Ohio banking corporation, successor by merger with Fifth Third Bank, a Michigan banking corporation
		
	By	 	 /s/ John Antonczak

		 	Name:	 	John Antonczak
		 	Title:	 	Vice President
	
	BANK OF AMERICA, N.A., successor to LASALLE BANK MIDWEST N.A.
		
	By	 	 /s/ Neil Hilton

		 	Name:	 	Neil Hilton
		 	Title:	 	SVP
	
	BANK OF SCOTLAND plc
		
	By	 	 /s/ Julia R. Franklin

		 	Name:	 	Julia R. Franklin
		 	Title:	 	Assistant Vice President
	
	BMO CAPITAL MARKETS FINANCING, INC.
		
	By	 	 /s/ Catherine Grycz

		 	Name:	 	Catherine Grycz
		 	Title:	 	Vice President
	
	PNC BANK, NATIONAL ASSOCIATION, successor by merger with NATIONAL CITY BANK
		
	By	 	 /s/ Steven E. Dicker

		 	Name:	 	Steven E. Dicker
		 	Title:	 	Vice President


  

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	Term Loan B Lenders:
	
	Name: Airlie CLO 2006-I, Ltd.
	 By Neuberger Berman Fixed Income LLC

as collateral manager

		
	By	 	 /s/ Colin Donlan

		 	Name:	 	Colin Donlan
		 	Title:	 	Authorized Signatory
	
	AMMC CLO VI, LIMITED
	By:	 	 American Money Management Corp.,

as Collateral Manager

		
	By	 	 /s/ Kenneth J. Bushman

		 	Name:	 	Kenneth J. Bushman
		 	Title:	 	Vice President
	
	AMMC VIII, LIMITED
	By:	 	 American Money Management Corp.,

as Collateral Manager

		
	By	 	 /s/ Kenneth J. Bushman

		 	Name:	 	Kenneth J. Bushman
		 	Title:	 	Vice President
		
	Name:	 	 Apidos CDO I

	By its investment adviser Apidos Capital Management, LLC
		
	By	 	 /s/ Gretchen Bergstresser

		 	Name:	 	Gretchen Bergstresser
		 	Title:	 	Managing Director
		
	Name:	 	 Apidos CDO II

	By its investment adviser Apidos Capital Management, LLC
		
	By	 	 /s/ Gretchen Bergstresser

		 	Name:	 	Gretchen Bergstresser
		 	Title:	 	Managing Director
		
	Name:	 	 Apidos CDO III

	By its investment adviser Apidos Capital Management, LLC
		
	By	 	 /s/ Gretchen Bergstresser

		 	Name:	 	Gretchen Bergstresser
		 	Title:	 	Managing Director


  

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	Name:	 	 Apidos CDO IV

	By its investment adviser Apidos Capital Management, LLC
		
	By	 	 /s/ Gretchen Bergstresser

		 	Name:	 	Gretchen Bergstresser
		 	Title:	 	Managing Director
		
	Name:	 	 Apidos Cinco CDO

	By its investment adviser Apidos Capital Management, LLC
		
	By	 	 /s/ Gretchen Bergstresser

		 	Name:	 	Gretchen Bergstresser
		 	Title:	 	Managing Director
		
	Name:	 	 Atrium VI Funding

		
	By	 	 /s/ Louis Farano

		 	Name:	 	Louis Farano
		 	Title:	 	Authorized Signatory
	
	By Commercial Industrial Finance Corp., the Collateral Manager for:
		
	Name:	 	CIFC Funding 2007-3, Ltd.
		
		 	CIFC Funding 2007-4, Ltd.
		
	By	 	 /s/ Steve Vaccaro

		 	Name:	 	Steve Vaccaro
		 	Title:	 	Co Chief Investment Officer
	
	EAGLE LOAN TRUST
	By:	 	Stanfield Capital Partners, LLC as its Collateral Manager
		
	By	 	 /s/ Christopher E. Jansen

		 	Name:	 	Christopher E. Jansen
		 	Title:	 	Managing Partner
		
	Name:	 	General Electric Capital Corporation
		
	By	 	 /s/ Jeff Skinner

		 	Name:	 	Jeff Skinner
		 	Title:	 	Duly Authorized Signatory


  

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	Name: GREENLANE CLO LTD.
		
	By:	 	 Guggenheim Investment Management, LLC

as Collateral Manager

		
	By	 	 /s/ Kaitlin Trinh

		 	Name:	 	Kaitlin Trinh
		 	Title:	 	Director
	
	GULF STREAM-SEXTANT CLO 2007-I, LTD
	By:	 	 Gulf Stream Asset Management LLC

as Collateral Manager

		
	By	 	 /s/ Stephen M. Riddell

		 	Name:	 	Stephen M. Riddell
		 	Title:	 	Portfolio Manager
	
	KINGSLAND I, LTD
	By:	 	 Kingsland Capital Management, LLC,

as Manager

		
	By	 	 /s/ Vincent Siino

		 	Name:	 	Vincent Siino
		 	Title:	 	Authorized Officer
	
	KINGSLAND II, LTD
	By:	 	 Kingsland Capital Management, LLC,

as Manager

		
	By	 	 /s/ Vincent Siino

		 	Name:	 	Vincent Siino
		 	Title:	 	Authorized Officer
	
	KINGSLAND III, LTD
	By:	 	 Kingsland Capital Management, LLC,

as Manager

		
	By	 	 /s/ Vincent Siino

		 	Name:	 	Vincent Siino
		 	Title:	 	Authorized Officer
	
	KINGSLAND IV, LTD
	By:	 	 Kingsland Capital Management, LLC,

as Manager

		
	By	 	 /s/ Vincent Siino

		 	Name:	 	Vincent Siino
		 	Title:	 	Authorized Officer


  

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	KINGSLAND V, LTD
	By:	 	 Kingsland Capital Management, LLC,

as Manager

		
	By	 	 /s/ Vincent Siino

		 	Name:	 	Vincent Siino
		 	Title:	 	Authorized Officer
		
	Name:	 	LightPoint CLO III, Ltd.
	 By Newberger Berman Fixed Income LLC

as collateral manager

		
	By	 	 /s/ Colin Donlan

		 	Name:	 	Colin Donlan
		 	Title:	 	Authorized Signatory
		
	Name:	 	LightPoint CLO IV, Ltd.
	 By Newberger Berman Fixed Income LLC

as collateral manager

		
	By	 	 /s/ Colin Donlan

		 	Name:	 	Colin Donlan
		 	Title:	 	Authorized Signatory
		
	Name:	 	LightPoint CLO V, Ltd.
	 By Newberger Berman Fixed Income LLC

as collateral manager

		
	By	 	 /s/ Colin Donlan

		 	Name:	 	Colin Donlan
		 	Title:	 	Authorized Signatory
		
	Name:	 	LightPoint CLO VII, Ltd.
	 By Newberger Berman Fixed Income LLC

as collateral manager

		
	By	 	 /s/ Colin Donlan

		 	Name:	 	Colin Donlan
		 	Title:	 	Authorized Signatory
		
	Name:	 	LightPoint CLO VIII, Ltd.
	 By Newberger Berman Fixed Income LLC

as collateral manager

		
	By	 	 /s/ Colin Donlan

		 	Name:	 	Colin Donlan
		 	Title:	 	Authorized Signatory


  

 15 









					
	FEINGOLD O’KEEFFE CAPITAL, LLC
	as Collateral Manager for Lime Street CLO, Ltd.
		
	By	 	 /s/ Scott D’Orsi

		 	Name:	 	Scott D’Orsi
		 	Title:	 	Portfolio Manager
		
	Name:	 	Longhorn CDO III Ltd.
		 	BlackRock Senior Income Series V Limited
		
	By	 	 /s/ Zack Alpern

		 	Name:	 	Zack Alpern
		 	Title:	 	Authorized Signatory.
		
	Name:	 	Mountain View CLO III Ltd.
	By:	 	 Seix Investment Advisors LLC,

as Collateral Manager

		
	By	 	 /s/ George Goudelias

		 	Name:	 	George Goudelias
		 	Title:	 	Managing Director
		
	Name:	 	Pioneer Floating Rate Fund
		 	Pioneer Diversified High Income Trust
		 	Pioneer Institutional Solutions – Credit Opportunities
		
	By:	 	Pioneer Investment Management, Inc.,
		 	Its advisor
		
	By	 	 /s/ Margaret C. Begley

		 	Name:	 	Margaret C. Begley
		 	Title:	 	Assistant Secretary and
		 		 	Associate General Counsel
		
	Name:	 	Montpelier Investments Holdings, Ltd.
		
	By:	 	Pioneer Institutional Asset Management, Inc., 
		 	Its advisor
		
	By:	 	 /s/ Margaret C. Begley

		 	Name:	 	Margaret C. Begley
		 	Title:	 	Assistant Secretary and
		 		 	Associate General Counsel


  

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	Name: PPM GRAYHAWK CLO, LTD.
		
	By	 	 /s/ David C. Wagner

		 	PPM America, Inc. as Collateral Manager
		 	Name:	 	David C. Wagner
		 	Title:	 	Managing Director
		
	Name:	 	Shiprock Finance, SPC, acting on behalf of and for the account of SF-3 Segregated Portfolio
		
	By	 	 /s/ Patrick M. Cook

		 	Name:	 	Patrick M. Cook
		 	Title:	 	Assistance Vice President
	
	SPR, LTD.
	By:	 	 Four Corners Capital Management, LLC

As Collateral Manager

		
	By	 	 /s/ Matt O’Mara

		 	Name:	 	Matt O’Mara
		 	Title:	 	Vice President
	
	SILVERADO CLO 2006-II LIMITED
	By:	 	 New York Life Investment Management, LLC

as Portfolio Manager and Attorney-in-Fact

		
	By	 	 /s/ Arthur Torrey

		 	Name:	 	Arthur Torrey
		 	Title:	 	Director
	
	Stanfield Arnage CLO Ltd.
	By:	 	 Stanfield Capital Partners, LLC

as its Collateral Manager

		
	By	 	 /s/ Christopher E. Jansen

		 	Name:	 	Christopher E. Jansen
		 	Title:	 	Managing Partner
	
	Stanfield Azure, CLO Ltd.
	By:	 	 Stanfield Capital Partners, LLC

as its Collateral Manager

		
	By	 	 /s/ Christopher E. Jansen

		 	Name:	 	Christopher E. Jansen
		 	Title:	 	Managing Partner


  

 17 









					
	Stanfield Bristol CLO, Ltd.
	By:	 	 Stanfield Capital Partners, LLC

as its Collateral Manager

		
	By	 	 /s/ Christopher E. Jansen

		 	Name:	 	Christopher E. Jansen
		 	Title:	 	Managing Partner
	
	Stanfield Carrera CLO, Ltd.
	By:	 	 Stanfield Capital Partners, LLC

as its Asset Manager

		
	By	 	 /s/ Christopher E. Jansen

		 	Name:	 	Christopher E. Jansen
		 	Title:	 	Managing Partner
	
	Stanfield Daytona CLO, Ltd.
	By:	 	 Stanfield Capital Partners, LLC

as its Collateral Manager

		
	By	 	 /s/ Christopher E. Jansen

		 	Name:	 	Christopher E. Jansen
		 	Title:	 	Managing Partner
	
	Stanfield McLaren CLO, Ltd.
	By:	 	 Stanfield Capital Partners, LLC

as its Collateral Manager

		
	By	 	 /s/ Christopher E. Jansen

		 	Name:	 	Christopher E. Jansen
		 	Title:	 	Managing Partner
	
	Stanfield Modena CLO, Ltd.
	By:	 	 Stanfield Capital Partners, LLC

as its Asset Manager

		
	By	 	 /s/ Christopher E. Jansen

		 	Name:	 	Christopher E. Jansen
		 	Title:	 	Managing Partner
	
	Stanfield Vantage CLO, Ltd.
	By:	 	 Stanfield Capital Partners, LLC

as its Asset Manager

		
	By	 	 /s/ Christopher E. Jansen

		 	Name:	 	Christopher E. Jansen
		 	Title:	 	Managing Partner


  

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	Stanfield Veyron CLO, Ltd.
	By:	 	 Stanfield Capital Partners, LLC

as its Collateral Manager

		
	By	 	 /s/ Christopher E. Jansen

		 	Name:	 	Christopher E. Jansen
		 	Title:	 	Managing Partner
	
	Name: Symphony CLO IV, Ltd.
	By:	 	Symphony Asset Management, LLC
		
	By	 	 /s/ Scott Caraher

		 	Name:	 	Scott Caraher
		 	Title:	 	Portfolio Manager
		
	Name:	 	Symphony CLO V, Ltd.
	By:	 	Symphony Asset Management, LLC
		
	By	 	 /s/ Scott Caraher

		 	Name:	 	Scott Caraher
		 	Title:	 	Portfolio Manager
	
	WhiteHorse I, Ltd.
	By:	 	 WhiteHorse Capital Partners, L.P.

as collateral manager

	By	 	WhiteRock Asset Advisor, LLC, its G.P.
		
	By	 	 /s/ Ethan M. Underwood, CFA

		 	Name:	 	Ethan M. Underwood, CFA
		 	Title:	 	Portfolio Manager
		
	Name:	 	1888 Fund, LTD.
	By:	 	 Guggenheim Investment Management, LLC

as Collateral Manager

		
	By	 	 /s/ Kaitlin Trinh

		 	Name:	 	Kaitlin Trinh
		 	Title:	 	Director


  

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 CONSENT AND AGREEMENT 

As of the date and year first above written, each of the undersigned hereby: 

(a) fully consents to the terms and provisions of the above Amendment and the consummation of the transactions contemplated hereby and
acknowledges and agrees to all of the representations, covenants, terms and provisions of the above Amendment applicable to it; 

(b) represents and warrants to the Administrative Agent and the Lenders that (i) the execution, delivery and performance of this
Consent and Agreement are within its corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action, (ii) this Consent and Agreement has been duly executed and delivered by it and constitutes a
legal, valid and binding obligation of it, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles
of equity, regardless of whether considered in a proceeding in equity or at law and (iii) the execution, delivery and performance of this Consent and Agreement by it (w) do not require any consent or approval of, registration or filing
with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (x) will not violate any applicable law or regulation or its charter, by-laws or other organizational
documents or any of its Subsidiaries or any order of any Governmental Authority, (y) will not violate or result in a default under any indenture, agreement or other instrument binding upon it or any of its Subsidiaries or its assets, or give
rise to a right thereunder to require any payment to be made by it or any of its Subsidiaries, and (z) will not result in the creation or imposition of any Lien on any of its assets; and 

(c) acknowledges that its consent and agreement hereto is a condition to the Lenders’ obligation under the above Amendment and it is
in its interest and to its financial benefit to execute this consent and agreement. 
  

					
	ASSET ACCEPTANCE, LLC
		
	By	 	 /s/ Rion B. Needs

		 	Name:	 	Rion B. Needs
		 	Title:	 	President
	
	CONSUMER CREDIT, LLC
		
	By	 	 /s/ Rion B. Needs

		 	Name:	 	Rion B. Needs
		 	Title:	 	President
	
	PREMIUM ASSET RECOVERY CORPORATION
		
	By	 	 /s/ Rion B. Needs

		 	Name:	 	Rion B. Needs
		 	Title:	 	President


  

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