Amendment No. 6 to the Credit Agreement


 EXHIBIT 10.1 
 AMENDMENT NO. 6 
 Dated as of December 27, 2007 
 to 
 CREDIT AGREEMENT 
 Dated as of June 7, 2005 
 THIS AMENDMENT NO. 6 (“Amendment”) is
made as of December 27, 2007 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) The proviso appearing in the first sentence of Section 2.5.3(i) of the Credit Agreement is amended and restated in its entirety as
follows: 
 provided that (A) the Aggregate Revolving Loan Commitment shall at no time exceed $300,000,000 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 such
increase shall not exceed $70,000,000. 






 (b) The Revolving Loan Commitments of certain of the Lenders are amended and increased and therefore,
upon the effectiveness hereof, the Revolving Loan Commitments of all of the Lenders are amended as set forth in the schedule on Annex I hereto. The Borrower hereby agrees to compensate each Lender for any and all losses, expenses and
liabilities incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans and the reallocation described in Section 2(a) below, in each case on the terms and in the manner set forth in Section 3.4 of the Credit
Agreement. 
 2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that
(a) in connection with the assignments and increases described in Section 1(j) above, the Agent and the Lenders shall have administered the reallocation of the Aggregate Outstanding Revolving Credit Exposure among the Lenders such that
after giving effect to the reallocations of the Revolving Loan Commitments, each Lender’s Revolving Loan Pro Rata Share of the Aggregate Outstanding Revolving Credit Exposure is equal to such Lender’s Revolving Loan Pro Rata Share of the
Aggregate Revolving Loan Commitments, (b) the Agent shall have received (i) counterparts of this Amendment duly executed by the Borrower, the Lenders and the Agent and the Consent and Reaffirmation attached hereto duly executed by the
Guarantors, (ii) such other opinions, instruments and documents as are reasonably requested by the Agent, (iii) for the ratable account of each Lender with a Revolving Loan Commitment being increased, an upfront fee in an amount equal to
0.10% of such Lender’s incremental portion of its increased Revolving Loan Commitment and (c) 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. 
  

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 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. 
 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. 6 
 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/ Steven J. Krakoski
	Name:	 	Steven J. Krakoski
	Title:	 	Senior Vice President


  

 Signature Page to Amendment No. 6 
 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. 6 
 Encore Capital Group, Inc. 
 Credit Agreement dated as of June 7, 2005 








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


  

 Signature Page to Amendment No. 6 
 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. 6 
 Encore Capital Group, Inc. 
 Credit Agreement dated as of June 7, 2005 








			
	GUARANTY BANK, as a Lender
		
	By:	 	/s/ Jeremy Jackson
	Name:	 	Jeremy Jackson
	Title:	 	Vice President


  

 Signature Page to Amendment No. 6 
 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. 6 
 Encore Capital Group, Inc. 
 Credit Agreement dated as of June 7, 2005 








			
	CITIBANK, N.A., as a Lender
		
	By:	 	/s/ Doug Bontemps
	Name:	 	Doug Bontemps
	Title:	 	Vice President


  

 Signature Page to Amendment No. 6 
 Encore Capital Group, Inc. 
 Credit Agreement dated as of June 7, 2005 








			
	BANK LEUMI USA, as a Lender
		
	By:	 	/s/ Stephen Serber
	Name:	 	Stephen Serber
	Title:	 	Vice President


  

 Signature Page to Amendment No. 6 
 Encore Capital Group, Inc. 
 Credit Agreement dated as of June 7, 2005 








			
	MANUFACTURERS BANK, as a Lender
		
	By:	 	/s/ Maureen Kelly
	Name:	 	Maureen Kelly
	Title:	 	Vice President


  

 Signature Page to Amendment No. 6 
 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. 6 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. 6 is dated as of December 27, 2007 (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: December 27, 2007 
 [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 Member	 		 	By:	 	/s/ J. Brandon Black
		 		 		 	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. 6 
 Encore Capital Group, Inc. 
 Credit Agreement
dated as of June 7, 2005 







 ANNEX I 
 Revolving Loan Commitments 
  

							
	 Lender
	  	Amount of Revolving
Loan Commitment	  	% of Aggregate Revolving
Loan Commitment	 
	 JPMorgan Chase Bank, National Association
	  	$	47,500,000	  	20.6521739130	%
	 Bank of America, N.A.
	  	$	42,500,000	  	18.4782608696	%
	 Bank of Scotland plc
	  	$	35,000,000	  	15.2173913043	%
	 California Bank & Trust
	  	$	30,000,000	  	13.0434782609	%
	 Guaranty Bank
	  	$	20,000,000	  	8.6956521739	%
	 First Bank
	  	$	20,000,000	  	8.6956521739	%
	 Citibank, N.A.
	  	$	15,000,000	  	6.5217391304	%
	 Bank Leumi USA
	  	$	12,500,000	  	5.4347826087	%
	 Manufacturers Bank
	  	$	7,500,000	  	3.2608695652	%
	 TOTAL
	  	$	230,000,000	  	100	%