Amendment No. 4 to Credit Agreement



 Exhibit 10.1 
 EXECUTION COPY 
 AMENDMENT NO. 4 

Dated as of April 10, 2012 
 to 
 CREDIT AGREEMENT 

Dated as of February 8, 2010 
 THIS AMENDMENT NO. 4 (“Amendment”) is made as of April 10, 2012 by and among Encore Capital Group, Inc. (the “Borrower”), the financial institutions listed on the
signature pages hereof (the “Lenders”) and JPMorgan Chase Bank, N.A. (“JPMorgan”), as Collateral Agent (the “Collateral Agent”) and as Administrative Agent (the “Administrative
Agent” and, together with the Collateral Agent, the “Agents”), under that certain Credit Agreement dated as of February 8, 2010 by and among the Borrower, the Lenders and the Agents (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 Administrative Agent agree to certain amendments with respect to the Credit
Agreement; 
 WHEREAS, the Lenders party hereto and the Administrative 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 Administrative 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 3 below, the Credit Agreement is amended as follows: 
 (a) Section 1.1 of the Credit Agreement is
amended to add the following definition in its appropriate alphabetical order therein: 
 “ “Amendment No. 4
Effective Date” means April 10, 2012.” 
 (b) Section 1.1 of the Credit Agreement is further amended
to amend and restate the definition of “Aggregate Revolving Loan Commitment” set forth therein in its entirety as follows: 
 “ “Aggregate Revolving Loan Commitment” means the aggregate of the Revolving Loan Commitments of all the Lenders, as may be increased or reduced from time to time pursuant to the terms
hereof. The Aggregate Revolving Loan Commitment as of the Amendment No. 4 Effective Date is Five Hundred Twenty Five Million Five Hundred Thousand and 00/100 Dollars ($525,500,000).” 







 (c) Section 2.5.3 of the Credit Agreement is hereby amended to amend and restate
the first sentence thereof in its entirety as follows: 
 “At any time, but not more than two (2) times during the
period commencing on the Amendment No. 4 Effective Date and ending on the three-year anniversary of the Closing Date and not more than three (3) times during each successive one-year anniversary of the Closing Date, the Borrower may
request that the Aggregate Revolving Loan Commitment be increased; provided that (A) the Aggregate Revolving Loan Commitment shall at no time exceed $625,500,000 minus the aggregate amount of all reductions in the Aggregate
Revolving Loan Commitment previously made pursuant to Section 2.5.2; (B) such request shall be in an amount not less than $5,000,000; and (C) the aggregate amount of all such increases effected on or after the Amendment
No. 4 Effective Date shall not exceed $100,000,000.” 
 (d) The Revolving Loan Commitments of certain of the Lenders
(the “Increasing Lenders”) are hereby increased as set forth in the Commitment Schedule on Annex A attached hereto. Certain financial institutions not party to the Credit Agreement prior to the date hereof are identified as
New Lenders on Annex A attached hereto (the “New Lenders”). Upon the effectiveness hereof and the execution hereof by each New Lender, such New Lender shall constitute a “Lender” for all purposes under the Loan
Documents. Accordingly, the Commitment Schedule attached to the Credit Agreement is hereby amended and restated in its entirety in the form attached hereto as Annex A. The Borrower hereby agrees to compensate each Lender for any and all
losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans and the reallocation described in Section 2 below (unless such compensation is waived by such Lender in its sole discretion),
in each case on the terms and in the manner set forth in Section 3.4 of the Credit Agreement. 
 2.
Reallocations. The Administrative Agent shall (and the Lenders party hereto authorize the Administrative Agent to) make such reallocations of the Aggregate Outstanding Revolving Credit Exposure under the Credit Agreement as are necessary in
order that the Revolving Credit Exposure with respect to such Lender reflects such Lender’s Revolving Loan Pro Rata Share of the Aggregate Outstanding Revolving Credit Exposure under the Credit Agreement as amended hereby. 

3. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that (a) the
Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrower, each Increasing Lender, each New Lender, the Required Lenders, the Administrative Agent and the Collateral Agent and the Consent and
Reaffirmation attached hereto duly executed by the Guarantors and (ii) such other opinions, instruments and documents as are reasonably requested by the Administrative Agent and the Collateral Agent and (b) the Borrower shall have paid, to
the extent invoiced, all fees and expenses of the Administrative Agent and its affiliates (including attorneys’ fees and expenses) in connection with this Amendment and the other Loan Documents. 

4. 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  

  
 2 








 
of the Credit Agreement, as amended hereby, are true and correct, except for representations and warranties made with reference solely to an earlier date. 

5. 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)
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 Administrative 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. 
 6.
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. 

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. 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. Signatures delivered by facsimile or PDF shall have the same force and effect as manual
signatures delivered in person. 
 [Signature Pages Follow] 

  
 3 








 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



  
 Signature Page
to Amendment No. 4 
 Encore Capital Group, Inc. 
 Credit Agreement dated as of February 8, 2010 









			
	JPMORGAN CHASE BANK, N.A.,
	as Administrative Agent and as a Lender
		
	By:	 	 /s/ Anna C. Araya

	Name:	 	Anna C. Araya
	Title:	 	Vice President
	
	JPMORGAN CHASE BANK, N.A.,
	as Collateral Agent
		
	By:	 	 /s/ Anna C. Araya

	Name:	 	Anna C. Araya
	Title:	 	Vice President



  
 Signature Page
to Amendment No. 4 
 Encore Capital Group, Inc. 
 Credit Agreement dated as of February 8, 2010 









			
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	 /s/ Christopher D. Pannacciulli

	Name:	 	Christopher D. Pannacciulli
	Title:	 	Senior Vice President



  
 Signature Page
to Amendment No. 4 
 Encore Capital Group, Inc. 
 Credit Agreement dated as of February 8, 2010 









			
	FIFTH THIRD BANK, as a Lender
		
	By:	 	 /s/ Gregory J. Vollmer

	Name:	 	Gregory J. Vollmer
	Title:	 	Vice President



  
 Signature Page
to Amendment No. 4 
 Encore Capital Group, Inc. 
 Credit Agreement dated as of February 8, 2010 









			
	SUNTRUST BANK, as a Lender
		
	By:	 	 /s/ Douglas O’Bryan

	Name:	 	Douglas O’Bryan
	Title:	 	Director



  
 Signature Page
to Amendment No. 4 
 Encore Capital Group, Inc. 
 Credit Agreement dated as of February 8, 2010 









			
	MORGAN STANLEY SENIOR FUNDING, INC., as a Lender
		
	By:	 	 /s/ Harry Comninellis

	Name:	 	Harry Comninellis
	Title:	 	Vice President



  
 Signature Page
to Amendment No. 4 
 Encore Capital Group, Inc. 
 Credit Agreement dated as of February 8, 2010 








 
			
	CALIFORNIA BANK & TRUST, as a Lender
		
	By:	 	 /s/ Michael G. Powell

	Name:	 	Michael G. Powell
	Title:	 	Senior Vice President



  
 Signature Page
to Amendment No. 4 
 Encore Capital Group, Inc. 
 Credit Agreement dated as of February 8, 2010 








 
			
	COMPASS BANK, as a Lender
		
	By:	 	 /s/ Mark Sunderland

	Name:	 	Mark Sunderland
	Title:	 	Senior Vice President



  
 Signature Page
to Amendment No. 4 
 Encore Capital Group, Inc. 
 Credit Agreement dated as of February 8, 2010 








 
			
	ISRAEL DISCOUNT BANK OF NEW YORK, as a Lender
		
	By:	 	 /s/ Kenneth Lipke

	Name:	 	Kenneth Lipke
	Title:	 	First Vice President



  
 Signature Page
to Amendment No. 4 
 Encore Capital Group, Inc. 
 Credit Agreement dated as of February 8, 2010 








 
			
	BANK LEUMI, USA, as a Lender
		
	By:	 	 /s/ Vandit Jan-Engel

	Name:	 	Vandit Jan-Engel
	Title:	 	Vice President



  
 Signature Page
to Amendment No. 4 
 Encore Capital Group, Inc. 
 Credit Agreement dated as of February 8, 2010 








 
			
	MANUFACTURERS BANK, as a Lender
		
	By:	 	 /s/ Maureen Kelly

	Name:	 	Maureen Kelly
	Title:	 	Vice President



  
 Signature Page
to Amendment No. 4 
 Encore Capital Group, Inc. 
 Credit Agreement dated as of February 8, 2010 








 
			
	ING CAPITAL LLC, as a Lender
		
	By:	 	 /s/ Mary Forstner

	Name:	 	Mary Forstner
	Title:	 	Director



  
 Signature Page
to Amendment No. 4 
 Encore Capital Group, Inc. 
 Credit Agreement dated as of February 8, 2010 








 
			
	UNION BANK, N.A., as a Lender
		
	By:	 	 /s/ Edmund Ozorio

	Name:	 	Edmund Ozorio
	Title:	 	Vice President



  
 Signature Page
to Amendment No. 4 
 Encore Capital Group, Inc. 
 Credit Agreement dated as of February 8, 2010 








 
			
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as a New Lender
		
	By:	 	 /s/ Mary Conners

	Name:	 	Mary Conners
	Title:	 	Director
		
	By:	 	 /s/ Kevin Tanzer

	Name:	 	Kevin Tanzer
	Title:	 	Director



  
 Signature Page
to Amendment No. 4 
 Encore Capital Group, Inc. 
 Credit Agreement dated as of February 8, 2010 








 
			
	FIRST BANK, as a New Lender
		
	By:	 	 /s/ Susan J. Pepping

	Name:	 	Susan J. Pepping
	Title:	 	Vice President



  
 Signature Page
to Amendment No. 4 
 Encore Capital Group, Inc. 
 Credit Agreement dated as of February 8, 2010 








 
			
	AMALGAMATED BANK, as a New Lender
		
	By:	 	 /s/ Jackson Eng

	Name:	 	Jackson Eng
	Title:	 	First Vice President



  
 Signature Page
to Amendment No. 4 
 Encore Capital Group, Inc. 
 Credit Agreement dated as of February 8, 2010 








 
			
	CATHAY BANK, CALIFORNIA BANKING CORPORATION, as a New Lender
		
	By:	 	 /s/ Shahid Kathrada

	Name:	 	Shahid Kathrada
	Title:	 	Vice President



  
 Signature Page
to Amendment No. 4 
 Encore Capital Group, Inc. 
 Credit Agreement dated as of February 8, 2010 








 ANNEX A 
 COMMITMENT SCHEDULE 
  

					
	 Lender1
	  	Amount of
Revolving Loan
Commitment	 
		
	 JPMorgan Chase Bank, N.A.
	  	$	55,000,000	  
		
	 Bank of America, N.A.
	  	$	55,000,000	  
		
	 Deutsche Bank Trust Company Americas*
	  	$	50,000,000	  
		
	 SunTrust Bank
	  	$	50,000,000	  
		
	 ING Capital LLC
	  	$	45,000,000	  
		
	 California Bank & Trust
	  	$	40,000,000	  
		
	 Fifth Third Bank
	  	$	40,000,000	  
		
	 Morgan Stanley Senior Funding, Inc.
	  	$	40,000,000	  
		
	 Citibank, N.A.
	  	$	33,000,000	  
		
	 Bank Leumi USA
	  	$	20,000,000	  
		
	 Compass Bank, successor in interest to Guaranty Bank
	  	$	20,000,000	  
		
	 Israel Discount Bank of New York
	  	$	20,000,000	  
		
	 Amalgamated Bank*
	  	$	15,000,000	  
		
	 First Bank*
	  	$	15,000,000	  
		
	 Cathay Bank, California Banking Corporation*
	  	$	10,000,000	  
		
	 Union Bank, N.A.
	  	$	10,000,000	  
		
	 Manufacturers Bank
	  	$	7,500,000	  
		
	 TOTAL
	  	$	525,500,000	  

  

	1 	 Lenders marked with an “*” are New Lenders. 









 CONSENT AND REAFFIRMATION 

Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 4 to the Credit Agreement dated as of
February 8, 2010 (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, N.A., in its individual capacity as a Lender and in its capacities as contractual representative (the “Administrative Agent”) and
as collateral agent (the “Collateral Agent”), which Amendment No. 4 is dated as of April 10, 2012 (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 Administrative Agent, the Collateral 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 each of the same may from time to time hereafter be amended, modified or restated. 

Dated: April 10, 2012 

[Signature Page Follows] 








									
	MIDLAND CREDIT MANAGEMENT, INC.	 		 	ASCENSION CAPITAL GROUP, INC.
					
	By:	 	 /s/ J. Brandon Black
	 		 	By:	 	 /s/ J. Brandon Black

	Name:	 	J. Brandon Black	 		 	Name:	 	J. Brandon Black
	Title:	 	President	 		 	Title:	 	President
			
	MIDLAND PORTFOLIO SERVICES, INC.	 		 	MIDLAND FUNDING LLC
					
	By:	 	 /s/ J. Brandon Black
	 		 	By:	 	 /s/ J. Brandon Black

	Name:	 	J. Brandon Black	 		 	Name:	 	J. Brandon Black
	Title:	 	President	 		 	Title:	 	President
			
	MIDLAND INDIA LLC	 		 	MIDLAND INTERNATIONAL LLC
					
	By:	 	 /s/ Glen Freter
	 		 	By:	 	 /s/ J. Brandon Black

	Name:	 	Glen Freter	 		 	Name:	 	J. Brandon Black
	Title:	 	Treasurer	 		 	Title:	 	President
			
	MIDLAND FUNDING NCC-2 CORPORATION	 		 	MRC RECEIVABLES CORPORATION
					
	By:	 	 /s/ J. Brandon Black
	 		 	By:	 	 /s/ J. Brandon Black

	Name:	 	J. Brandon Black	 		 	Name:	 	J. Brandon Black
	Title:	 	President	 		 	Title:	 	President


  
 Signature Page
to Consent and Reaffirmation 
 Amendment No. 4 
 Encore Capital Group, Inc. 
 Credit Agreement dated as of February 8, 2010