exv10w1



 





EXHIBIT 10.1




FIRST AMENDMENT TO CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of March 10, 2008 (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 it may be 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 definitions of Applicable Margin and Consolidated Tangible Net Worth in Section 1.01
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:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Revolving	 	 	 	 	 	 
	 	 	 	 	Tranche B	 	Eurocurrency	 	 	 	 	 	 
	 	 	 	 	Eurocurrency	 	Spread and Letter	 	Tranche B	 	Revolving	 	Commitment
	Level 	 	Leverage Ratio	 	Spread	 	of Credit Fee	 	ABR Spread	 	ABR Spread	 	Fee Rate
	I
	 	< 0.375	 	2.25%	 	1.50%	 	1.25%	 	0.0%	 	0.25%
	II
	 	3   0.375 and < 0.625	 	2.25%	 	1.75%	 	1.25%	 	0.25%	 	0.30%
	III
	 	3  0.625 and < 0.875	 	2.25%	 	2.00%	 	1.25%	 	0.50%	 	0.35%
	IV
	 	3  0.875 and < 1.125	 	2.50%	 	2.25%	 	1.25%	 	0.75%	 	0.40%
	V
	 	3 1.125	 	2.50%	 	2.50%	 	1.25%	 	1.00%	 	0.50%





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 V until such financials are so delivered.
Notwithstanding anything herein to the contrary, the Applicable Margin shall be set at Level IV as
of the effective date of the First Amendment to this Agreement.




     “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 leasehold improvements and computer software shall not be considered intangible
assets for purposes of this definition regardless of their classification under GAAP.



     1.2 Section 6.12(a) is restated as follows:



     (a) Leverage Ratio. Permit or suffer the Leverage Ratio to exceed (i) 1.25 to 1.0 at
any time on or before June 29, 2009, (ii) 1.125 to 1.0 at any time on or after June 30, 2009 and on
or before December 30, 2010 or (iii) 1.0 to 1.0 at any time thereafter.



     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) 3.00 to 1.0
at any time on or before September 29, 2008, (ii) 2.75 to 1.0 at any time on or after September 30,
2008 and on or before December 30, 2008, (iii) 2.50 to 1.0 at any time on or after December 31,
2008 and on or before December 30, 2009, (iv) 2.25 to 1.0 at any time on or after December 31, 2009
and on or before December 30, 2010, (v) 2.00 to 1.0 at any time on or after December 31, 2010 and
on or before December 30, 2011 or (vi) 1.50 to 1.0 to any time thereafter.



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 EST on March 7, 2008, such fee as separately
agreed to by the Borrower.



     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.



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 The Borrower and Lenders agree that any Default that has occurred due to the breach of
Section 6.12(c) of the Credit Agreement prior to the date hereof (including without limitation as
of December 31, 2007) and the related calculation of such covenant in the certificates delivered
under Section 5.01(c) prior to the date hereof (collectively, the “Existing Default”) is hereby
waived. The Loan Parties acknowledge and agree that such waiver is a limited, specific and
one-time waiver and (a) shall not modify or waive any other Default or any other term, covenant or
agreement contained in any of the Loan Documents or any Default due to any breach of Section
6.12(c) or 5.01(c) after the date of (and giving effect to) this Amendment, and (b) shall not be
deemed to have prejudiced any present or future right or rights which the Administrative Agent or
the Lenders now have or may have under any Loan Document, except in each case as expressly provided
herein, and, in addition, shall not entitle any Loan Party to a waiver, amendment, modification or
other change to, of or in respect of any provision of any of the Loan Documents in the future in
similar or dissimilar circumstances.



     4.3 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.




     4.4 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.



 









 





     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/ Mark A. Redman
 	 
	 	 	Name:  	Mark A. Redman 	 
	 	 	Title:  	Senior Vice President-Chief Financial Officer 	 
	 








 









 











	 	 	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION 
individually and as
Administrative Agent,

 	 
	By  	 /s/ Carlton Faison
 	 
	 	Name:  	Carlton Faison 	 
	 	Title:  	Senior Vice President 	 
	 








 









 











	 	 	 	 	 	 	 
	 	 	RBS CITIZENS, N.A. (f/k/a Charter One Bank, N.A.)	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Andre A. Nazareth
 

Name: Andre A. Nazareth

Title: Senior Vice president
	 	 
	 
	 	 	 	 	 	 
	 	 	CITIZENS BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Troy Stevenson	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Troy Stevenson

Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO FOOTHILL, LLC,

A Delaware limited liability company, as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Tami Barrows	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Tami Barrows

Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	COMERICA BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Chris Uhl	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Chris Uhl

Title: Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	FIFTH THIRD BANK,

a Michigan Banking Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ John Antonczak	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: John Antonczak

Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	LASALLE BANK MIDWEST N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Scott A.Wickens	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Scott A. Wickens

Title: First Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF SCOTLAND	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Karen Weich	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Karen Weich

Title: Vice President	 	 







 












 





	 	 	 	 	 
	 	BMO CAPITAL MARKETS FINANCING, INC.

 	 
	 	By  	/s/ Michael S. Cameli
 	 
	 	 	Name:  	Michael S. Cameli 	 
	 	 	Title:  	Director 	 
	 
	 	NATIONAL CITY BANK

 	 
	 	By  	/s/ Michael Kell
 	 
	 	 	Name:  	Michael Kell 	 
	 	 	Title:  	Vice President 	 
	 
	 	FIRST BANK

 	 
	 	By  	/s/ Keith M. Schmelder
 	 
	 	 	Name:  	Keith M. Schmelder 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	ISRAEL DISCOUNT BANK OF NEW YORK

 	 
	 	By  	/s/ Robert J. Fainelli
 	 
	 	 	Name:  	Robert J. Fainelli 	 
	 	 	Title:  	First Vice President 	 
	 
	 	 	 
	 	By  	                                      /s/ Barry Soloman
 	 
	 	 	Name:  	Barry Soloman 	 
	 	 	Title:  	First Vice President 	 
	 



	 	 	 
	 

	 	Term Loan B Lenders:
	 
	 	 
	 

	 	Name: LightPoint CLO VIII, Ltd.
	 
	 	 
	 

	 	      
Airlie CLO 2006-1, Ltd.






	 	 	 	 	 
	 	 	 
	 	By  	                                      /s/ Colin Donlan
 	 
	 	 	Name:  	Colin Donlan 	 
	 	 	Title:  	Senior Vice President 	 



 









 





Term Loan B Lenders:




	 	 	 	 	 
	Israel Discount Bank of New York	 	 
	 
	 	 	 	 
	By

	 	/s/ Robert J. Fainelli
 

Name: Robert J. Fainelli
	 	 
	 

	 	Title: First Vice President	 	 
	 
	 	 	 	 
	NACM CLO II	 	 
	 
	 	 	 	 
	By

	 	/s/ Joanna Willars	 	 
	 

	 	 	 	 
	 

	 	Name: Joanna Willars	 	 
	 

	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 
	Loomis Sayles Cayman Leveraged Senior Loan Fund Ltd.
	 
	 	 	 	 
	By:

	 	Loomis, Sayles & Company, L.P.,
Its Investment Manager
	 
	 	 	 	 
	By:

	 	Loomis, Sayles & Company, Incorporated

Its General Partner	 	 
	 
	 	 	 	 
	By

	 	/s/ John R. Bell	 	 
	 

	 	 	 	 
	 

	 	Name: John R. Bell


Title: Vice President	 	 
	 
	 	 	 	 
	Prospero CLO II B.V.	 	 
	 
	 	 	 	 
	By

	 	/s/ Eric Hurshman	 	 
	 

	 	 	 	 
	 

	 	Name: Eric Hurshman	 	 
	 

	 	Title: Attorney-in-Fact	 	 
	 
	 	 	 	 
	WhiteHorse I LTD.	 	 
	 
	 	 	 	 
	By:

	 	WhiteHorse Capital Partners, LP

As collateral manager	 	 
	 
	 	 	 	 
	By

	 	/s/ Ethan M. Underwood, CFA	 	 
	 

	 	 	 	 
	 

	 	Name: Ethan M. Underwood, CFA	 	 
	 

	 	Title: Portfolio Manager	 	 
	 
	 	 	 	 
	Kingsland I, Ltd.	 	 
	 
	 	 	 	 
	By:

	 	Kingsland Capital Management, LLC, as Manager	 	 
	 
	 	 	 	 
	By

	 	/s/ Vincent Siino	 	 
	 

	 	 	 	 
	 

	 	Name: Vincent Siino	 	 
	 

	 	Title: Authorized Officer, 

          Kingsland Capital Management, LLC as
          Manager	 	 
	 
	 	 	 	 
	Kingsland III, Ltd.	 	 
	 
	 	 	 	 
	By:

	 	Kingsland Capital Management, LLC, as Manager	 	 
	 
	 	 	 	 
	By

	 	/s/ Vincent Siino	 	 
	 

	 	 	 	 
	 

	 	Name: Vincent Siino	 	 
	 

	 	Title: Authorized Officer, 

          Kingsland Capital Management, LLC as
          Manager	 	 






 









 






	 	 	 	 	 
	Kingsland IV, Ltd.	 	 
	 
	 	 	 	 
	By:

	 	Kingsland Capital Management, LLC, as Manager
	 
	 	 	 	 
	By

	 	/s/ Vincent Siino	 	 
	 

	 	 	 	 
	 

	 	Name: Vincent Siino	 	 
	 

	 	Title: Authorized Officer, 
          
Kingsland Capital Management, LLC as
           Manager	 	 
	 
	 	 	 	 
	Silverado CLO 2006-I, Limited	 	 
	 
	 	 	 	 
	By:

	 	Wells Capital Management

As Portfolio Manager	 	 
	 
	 	 	 	 
	By

	 	/s/ Zachary Tyler	 	 
	 

	 	 	 	 
	 

	 	Name: Zachary Tyler	 	 
	 

	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 
	BlackRock Senior Income Series V (f/k/a Granite Finance Limited)
	 
	 	 	 	 
	By

	 	/s/ Anthony Heyman	 	 
	 

	 	 	 	 
	 

	 	Name: Anthony Heyman	 	 
	 

	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 
	Longhorn CDO III LTD	 	 
	 
	 	 	 	 
	By

	 	/s/ Anthony Heyman	 	 
	 

	 	 	 	 
	 

	 	Name: Anthony Heyman	 	 
	 

	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 
	Atrium VI	 	 
	 
	 	 	 	 
	By

	 	/s/ David H. Lerner	 	 
	 

	 	 	 	 
	 

	 	Name: David H. Lerner	 	 
	 

	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 
	Atrium IV	 	 
	 
	 	 	 	 
	By

	 	/s/ David H. Lerner	 	 
	 

	 	 	 	 
	 

	 	Name: David H. Lerner	 	 
	 

	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 
	Castle Garden	 	 
	 
	 	 	 	 
	By

	 	/s/ David H. Lerner	 	 
	 

	 	 	 	 
	 

	 	Name: David H. Lerner	 	 
	 

	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 
	Pioneer Floating Rate Fund	 	 
	 
	 	 	 	 
	By:

	 	Pioneer Investment Management, Inc.
Its Advisor	 	 
	 
	 	 	 	 
	By

	 	/s/ Margaret C. Bagley	 	 
	 

	 	 	 	 
	 

	 	Name: Margaret C. Bagley	 	 
	 

	 	Title: Associate General Counsel and Vice President







 












 





	 	 	 	 	 
	Pioneer Diversified High Income Trust	 	 
	 
	 	 	 	 
	By:

	 	Pioneer Investment Management, Inc.
	 	 
	 

	 	Its Advisor	 	 
	 
	 	 	 	 
	By

	 	/s/ Margaret C. Bagley	 	 
	 

	 	 	 	 
	 

	 	Name: Margaret C. Bagley	 	 
	 

	 	Title: Associate General Counsel and Vice President	 	 
	 
	 	 	 	 
	Eagle Loan Trust	 	 
	 
	 	 	 	 
	By:

	 	Stanfield Capital Partners, LLC	 	 
	 

	 	as its Collateral Manager	 	 
	 
	 	 	 	 
	By

	 	/s/ David Frey	 	 
	 

	 	 	 	 
	 

	 	Name: David Frey	 	 
	 

	 	Title: Managing Director	 	 
	 
	 	 	 	 
	Stanfield Arnage CLO Ltd.	 	 
	 
	 	 	 	 
	By:

	 	Stanfield Capital Partners, LLC	 	 
	 

	 	as its Collateral Manager	 	 
	 
	 	 	 	 
	By

	 	/s/ David Frey	 	 
	 

	 	 	 	 
	 

	 	Name: David Frey	 	 
	 

	 	Title: Managing Director	 	 
	 
	 	 	 	 
	Stanfield AZURE CLO, Ltd.	 	 
	 
	 	 	 	 
	By:

	 	Stanfield Capital Partners, LLC	 	 
	 

	 	as its Collateral Manager	 	 
	 
	 	 	 	 
	By

	 	/s/ David Frey	 	 
	 

	 	 	 	 
	 

	 	Name: David Frey	 	 
	 

	 	Title: Managing Director	 	 
	 
	 	 	 	 
	Stanfield Bristol CLO, Ltd.	 	 
	 
	 	 	 	 
	By:

	 	Stanfield Capital Partners, LLC	 	 
	 

	 	as its Collateral Manager	 	 
	 
	 	 	 	 
	By

	 	/s/ David Frey	 	 
	 

	 	 	 	 
	 

	 	Name: David Frey	 	 
	 

	 	Title: Managing Director	 	 
	 
	 	 	 	 
	Stanfield Carrera CLO, Ltd.	 	 
	 
	 	 	 	 
	By:

	 	Stanfield Capital Partners, LLC	 	 
	 

	 	as its Collateral Manager	 	 
	 
	 	 	 	 
	By

	 	/s/ David Frey	 	 
	 

	 	 	 	 
	 

	 	Name: David Frey	 	 
	 

	 	Title: Managing Director	 	 
	 
	 	 	 	 
	Stanfield Daytona CLO, Ltd	 	 
	 
	 	 	 	 
	By:

	 	Stanfield Capital Partners, LLC	 	 
	 

	 	as its Collateral Manager	 	 
	 
	 	 	 	 
	By

	 	/s/ David Frey	 	 
	 

	 	 	 	 
	 

	 	Name: David Frey	 	 
	 

	 	Title: Managing Director	 	 






 









 






	 	 	 	 	 
	Stanfield McLaren CLO, Ltd.	 	 
	 
	 	 	 	 
	By:

	 	Stanfield Capital Partners, LLC	 	 
	 

	 	as its Collateral Manager	 	 
	 
	 	 	 	 
	By

	 	/s/ David Frey	 	 
	 

	 	 	 	 
	 

	 	Name: David Frey	 	 
	 

	 	Title: Managing Director	 	 
	 
	 	 	 	 
	Stanfield Modena CLO, Ltd	 	 
	 
	 	 	 	 
	By:

	 	Stanfield Capital Partners, LLC	 	 
	 

	 	as its Collateral Manager	 	 
	 
	 	 	 	 
	By

	 	/s/ David Frey	 	 
	 

	 	 	 	 
	 

	 	Name: David Frey	 	 
	 

	 	Title: Managing Director	 	 
	 
	 	 	 	 
	Stanfield Vantage CLO, Ltd	 	 
	 
	 	 	 	 
	By:

	 	Stanfield Capital Partners, LLC	 	 
	 

	 	as its Collateral Manager	 	 
	 
	 	 	 	 
	By

	 	/s/ David Frey	 	 
	 

	 	 	 	 
	 

	 	Name: David Frey	 	 
	 

	 	Title: Managing Director	 	 
	 
	 	 	 	 
	Stanfield Veyron CLO, Ltd	 	 
	 
	 	 	 	 
	By:

	 	Stanfield Capital Partners, LLC	 	 
	 

	 	as its Collateral Manager	 	 
	 
	 	 	 	 
	By

	 	/s/ David Frey	 	 
	 

	 	 	 	 
	 

	 	Name: David Frey	 	 
	 

	 	Title: Managing Director	 	 
	 
	 	 	 	 
	XL Re Europe Limited	 	 
	 
	 	 	 	 
	By:

	 	Stanfield Capital Partners, LLC	 	 
	 

	 	as its Collateral Manager	 	 
	 
	 	 	 	 
	By

	 	/s/ David Frey	 	 
	 

	 	 	 	 
	 

	 	Name: David Frey	 	 
	 

	 	Title: Managing Director	 	 
	 
	 	 	 	 
	Symphony CLO IV	 	 
	 
	 	 	 	 
	By:

	 	Symphony Asset Management, LLC	 	 
	 
	 	 	 	 
	By

	 	/s/ Lenny Mason	 	 
	 

	 	 	 	 
	 

	 	Name: Lenny Mason	 	 
	 

	 	Title: Portfolio Manager	 	 
	 
	 	 	 	 
	Symphony CLO V	 	 
	 
	 	 	 	 
	By:

	 	Symphony Asset Management, LLC	 	 
	 
	 	 	 	 
	By

	 	/s/ Lenny Mason	 	 
	 

	 	 	 	 
	 

	 	Name: Lenny Mason	 	 
	 

	 	Title: Portfolio Manager	 	 







 












 





	 	 	 	 	 
	Navigator CDO 2007-1, Ltd	 	 
	 
	 	 	 	 
	By:

	 	Bank of America, N.A.,	 	 
	 

	 	Its Attorney-in-fact	 	 
	 
	 	 	 	 
	By:

	 	/s/ Michael Roof	 	 
	 

	 	 

Name: Michael Roof
	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	ColumbusNova CLO IV Ltd. 2007 II	 	 
	 
	 	 	 	 
	By

	 	/s/ Tom Buhrer	 	 
	 

	 	 

Name: Tom Buhrer
	 	 
	 

	 	Title: Senior Director	 	 
	 
	 	 	 	 
	ColumbusNova CLO Ltd. 2006-I	 	 
	 
	 	 	 	 
	By

	 	/s/ Tom Buhrer	 	 
	 

	 	 

Name: Tom Buhrer
	 	 
	 

	 	Title: Senior Director	 	 
	 
	 	 	 	 
	ColumbusNova CLO Ltd. 2006-II	 	 
	 
	 	 	 	 
	By

	 	/s/ Tom Buhrer	 	 
	 

	 	 

Name: Tom Buhrer
	 	 
	 

	 	Title: Senior Director	 	 
	 
	 	 	 	 
	ColumbusNova CLO Ltd. 2007-I	 	 
	 
	 	 	 	 
	By

	 	/s/ Tom Buhrer	 	 
	 

	 	 

Name: Tom Buhrer
	 	 
	 

	 	Title: Senior Director	 	 
	 
	 	 	 	 
	Gale Force 4 CLO, Ltd.	 	 
	 
	 	 	 	 
	By:

	 	GSO Debt Funds Management LLC	 	 
	 

	 	As Collateral Manager	 	 
	 
	 	 	 	 
	By

	 	/s/ Sanjai Bhonsle	 	 
	 

	 	 

Name: Sanjai Bhonsle
	 	 
	 

	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 
	CIFC FUNDING 2007-IV, LTD.	 	 
	 
	 	 	 	 
	By

	 	/s/ Elizabeth Chow	 	 
	 

	 	 

Name: Elizabeth Chow
	 	 
	 

	 	Title: Head of Underwriting	 	 
	 
	 	 	 	 
	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	 	 
	 
	 	 	 	 
	Apidos Cinco CDO	 	 
	 
	 	 	 	 
	By

	 	/s/ John Stelwagon	 	 
	 

	 	 

Name: John Stelwagon
	 	 
	 

	 	Title: Authorized Signatory for its investment advisor	 	 
	 

	 	          Apidos Capital Management, LLC	 	 






 









 






	 	 	 	 	 
	Apidos CDO IV	 	 
	 
	 	 	 	 
	By

	 	/s/ John Stelwagon	 	 
	 

	 	 

Name: John Stelwagon
	 	 
	 

	 	Title: Authorized Signatory for its investment advisor	 	 
	 

	 	          Apidos Capital Management, LLC	 	 
	 
	 	 	 	 
	Apidos CDO III	 	 
	 
	 	 	 	 
	By

	 	/s/ John Stelwagon	 	 
	 

	 	 

Name: John Stelwagon
	 	 
	 

	 	Title: Authorized Signatory for its investment advisor	 	 
	 

	 	          Apidos Capital Management, LLC	 	 
	 
	 	 	 	 
	Apidos CDO II	 	 
	 
	 	 	 	 
	By

	 	/s/ John Stelwagon	 	 
	 

	 	 

Name: John Stelwagon
	 	 
	 

	 	Title: Authorized Signatory for its investment advisor	 	 
	 

	 	          Apidos Capital Management, LLC	 	 
	 
	 	 	 	 
	Apidos CDO I	 	 
	 
	 	 	 	 
	By

	 	/s/ John Stelwagon	 	 
	 

	 	 

Name: John Stelwagon
	 	 
	 

	 	Title: Authorized Signatory for its investment advisor	 	 
	 

	 	          Apidos Capital Management, LLC	 	 
	 
	 	 	 	 
	GULFSTREAM-SEXTANT CLO 2007-I LTD	 	 
	 
	 	 	 	 
	By:

	 	Gulf Stream Asset Management LLC	 	 
	 

	 	As Collateral Manager	 	 
	 
	 	 	 	 
	By

	 	/s/ Barry K. Love	 	 
	 

	 	 

Name: Barry K. Love
	 	 
	 

	 	Title: Chief Credit Officer	 	 
	 
	 	 	 	 
	Eaton Vance Institutional Senior Loan Fund	 	 
	 
	 	 	 	 
	By:

	 	Eaton Vance Management as Investment Advisor	 	 
	 
	 	 	 	 
	By

	 	/s/ Scott Page	 	 
	 

	 	 

Name: Scott Page 


Title: Vice President
	 	 
	 
	 	 	 	 
	Eaton Vance Loan Opportunities Fund, LTD.	 	 
	 
	 	 	 	 
	By:

	 	Eaton Vance Management as Investment Advisor	 	 
	 
	 	 	 	 
	By

	 	/s/ Scott Page	 	 
	 

	 	 

Name: Scott Page
	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	Grayson & Co.	 	 
	 
	 	 	 	 
	By:

	 	Boston Management and Research as Investment Advisor	 	 
	 
	 	 	 	 
	By

	 	/s/ Scott Page	 	 
	 

	 	 

Name: Scott Page 


Title: Vice President
	 	 







 












 





	 	 	 	 	 
	Eaton Vance	 	 
	 
	 	 	 	 
	By

	 	/s/ Scott Page	 	 
	 

	 	 

Name: Scott Page
	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	Eaton Vance CDO IX Ltd.	 	 
	 
	 	 	 	 
	By

	 	/s/ Scott Page	 	 
	 

	 	 

Name: Scott Page
	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	Eaton Vance CDO VIII, Ltd.	 	 
	 
	 	 	 	 
	By

	 	/s/ Scott Page	 	 
	 

	 	 

Name: Scott Page
	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	Big Sky III Senior Loan Trust	 	 
	 
	 	 	 	 
	By:

	 	Eaton Vance Management As Investment Advisor	 	 
	 
	 	 	 	 
	By

	 	/s/ Scott Page	 	 
	 

	 	 

Name: Scott Page
	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	The Norinchukin Bank, New York Branch	 	 
	 
	 	 	 	 
	By:

	 	Eaton Vance Management, Attorney-in-fact	 	 
	 
	 	 	 	 
	By

	 	/s/ Scott Page	 	 
	 

	 	 

Name: Scott Page
	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	Octagon Investment Partners VIII, Ltd.	 	 
	 
	 	 	 	 
	By

	 	/s/ Michael B. Nechamkin	 	 
	 

	 	 

Name: Michael B. Nechamkin
	 	 
	 

	 	Title: Senior Portfolio Manager	 	 
	 
	 	 	 	 
	Octagon Investment Partners IX, Ltd.	 	 
	 
	 	 	 	 
	By

	 	/s/ Michael B. Nechamkin	 	 
	 

	 	 

Name: Michael B. Nechamkin
	 	 
	 

	 	Title: Senior Portfolio Manager	 	 
	 
	 	 	 	 
	Octagon Investment Partners XI, Ltd.	 	 
	 
	 	 	 	 
	By

	 	/s/ Michael B. Nechamkin	 	 
	 

	 	 

Name: Michael B. Nechamkin
	 	 
	 

	 	Title: Senior Portfolio Manager	 	 
	 
	 	 	 	 
	Green Lane CLO LTD.	 	 
	 
	 	 	 	 
	By

	 	/s/ Kaitlin Trinh	 	 
	 

	 	 

Name: Kaitlin Trinh
	 	 
	 

	 	Title: Director	 	 
	 
	 	 	 	 
	1888 FUND, LTD.	 	 
	 
	 	 	 	 
	By

	 	/s/ Kaitlin Trinh	 	 
	 

	 	 

Name: Kaitlin Trinh
	 	 
	 

	 	Title: Director	 	 






 









 






	 	 	 	 	 
	Mountain View CLO III Ltd.	 	 
	 
	 	 	 	 
	By:

	 	Seix Advisors, a fixed income division
Of Trusco Capital Management, Inc., 


As Collateral Manager	 	 
	 
	 	 	 	 
	By

	 	/s/ George Goudelias	 	 
	 

	 	 

Name: George Goudelias
	 	 
	 

	 	Title: Managing Director	 	 
	 
	 	 	 	 
	SF-1 Segregated Portfolio	 	 
	 
	 	 	 	 
	By

	 	/s/ Paul Leland	 	 
	 

	 	 

Name: Paul Leland
	 	 
	 

	 	Title: Attorney-in-Fact	 	 
	 
	 	 	 	 
	SF-3 Segregated Portfolio	 	 
	 
	 	 	 	 
	By

	 	/s/ Paul Leland	 	 
	 

	 	 

Name: Paul Leland
	 	 
	 

	 	Title: Attorney-in-Fact	 	 
	 
	 	 	 	 
	Rivendell CBNA Loan Funding LLC, for itself or as agent for	 	 
	     Rivendell CFPI Loan Funding LLC	 	 
	 
	 	 	 	 
	By

	 	/s/ Elizabeth Heisler	 	 
	 

	 	 

Name: Elizabeth Heisler
	 	 
	 

	 	Title: Attorney-in-Fact	 	 







 











 






	 	 	 	 	 



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/ Mark A. Redman
 	 
	 	 	Name:  	Mark A. Redman   	 
	 	 	Title:  	Senior Vice President-Chief Financial Officer 	 
	 
	 	CONSUMER CREDIT, LLC

 	 
	 	By  	/s/ Mark A. Redman
 	 
	 	 	Name:  	Mark A. Redman   	 
	 	 	Title:  	Senior Vice President-Chief Financial Officer 	 
	 
	 	RX ACQUISITIONS, LLC

 	 
	 	By  	/s/ Mark A. Redman
 	 
	 	 	Name:  	Mark A. Redman   	 
	 	 	Title:  	Senior Vice President-Chief Financial Officer 	 
	 




 











 





	 	 	 	 	 
	 	PREMIUM ASSET RECOVERY CORPORATION

 	 
	 	By  	/s/ Mark A. Redman
 	 
	 	 	Name:  	Mark A. Redman 	 
	 	 	Title:  	Senior Vice President-Chief Financial Officer 	 
	 
	 	ASSET ACCEPTANCE HOLDINGS LLC

 	 
	 	By  	/s/ Mark A. Redman
 	 
	 	 	Name:  	Mark A. Redman 	 
	 	 	Title:  	Senior Vice President-Chief Financial Officer 	 
	 
	 	AAC INVESTORS, INC.

 	 
	 	By  	/s/ Mark A. Redman
 	 
	 	 	Name:  	Mark A. Redman 	 
	 	 	Title:  	Senior Vice President-Chief Financial Officer 	 
	 
	 	RBR HOLDING CORP.

 	 
	 	By  	/s/ Mark A. Redman
 	 
	 	 	Name:  	Mark A. Redman 	 
	 	 	Title:  	Senior Vice President-Chief Financial Officer