Exhibit 10.4


 


SECOND LIEN PLEDGE AGREEMENT


 


This Second Lien Pledge
Agreement (this “Agreement”) dated as of April 7, 2010 by and among
each of the undersigned pledgors (each, a “Pledgor” and, together with
any other entity that becomes a pledgor hereunder pursuant to Section 26
hereof, the “Pledgors”) and U.S. BANK NATIONAL ASSOCIATION, as
collateral agent pursuant to the Indenture (as hereinafter defined), and as a
secured party (in such capacities, “Collateral Agent”).


 


BACKGROUND


 


WHEREAS, pursuant to the
Indenture dated as of the date hereof by and among SQUARETWO FINANCIAL
CORPORATION (“Issuer”), the Guarantors from time to time signatory
thereto (the “Guarantors”), Collateral Agent and U.S. BANK NATIONAL
ASSOCIATION, in its capacity as Trustee on behalf of the holders of the Notes
(as defined below) (the “Holders”) (as from time to time amended,
restated, supplemented or otherwise modified, the “Indenture”), pursuant
to which Issuer is issuing $290,000,000 aggregate principal amount of 11.625%
Senior Second Lien Notes due 2017 (together with any Additional Notes issued
under the Indenture, the “Notes”);


 


WHEREAS, each Guarantor has,
pursuant to the Indenture, among other things, unconditionally guaranteed the
Second Lien Obligations;


 


WHEREAS Issuer, the Guarantors
and Collateral Agent are party to a security agreement dated the date hereof
(the “Security Agreement”);


 


WHEREAS, the parent of Issuer,
CA Holding Inc. (“Parent”), Issuer and each Pledgor party hereto
will receive substantial benefits from the issuance of the Notes and each is,
therefore, willing to enter into this Agreement and each Pledgor has agreed to
pledge and grant a security interest to Collateral Agent for the benefit of the
Secured Parties in the Collateral (as hereinafter defined).


 


NOW, THEREFORE, in consideration
of the premises and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:


 


1.                                       Definitions.


 


“ULC” means an Issuer
that is an unlimited company or unlimited liability company.


 


“ULC Laws” means the Companies Act (Nova Scotia) and any other
present or future Applicable Law governing ULCs.


 


“ULC Shares” means shares
or other equity interests in the capital stock of a ULC.


 


All
other capitalized terms used herein which are not defined shall have the
meanings given to them in the Security Agreement.


 

















 


2.                                       Pledge and Grant of Security Interest.  To secure
the full and punctual payment and performance of the Second Lien Obligations
(in the case of each Pledgor that is a Guarantor, the obligations and
liabilities of such Pledgor under its Guaranty of the Second Lien Obligations)
(the “Indebtedness”), each Pledgor hereby pledges, assigns,
hypothecates, transfers and grants a security interest to Collateral Agent for
its benefit and for the ratable benefit of the Secured Parties in all of the
following (the “Collateral”):


 


(a)                                  all of each Pledgor’s now owned or hereafter acquired
rights (but not obligations) in and to any shares of stock issued by any of its
Subsidiaries that is a corporation other than any Excluded Collateral
(collectively, the “Pledged Stock”) (the shares of stock pledged by each
Pledgor hereunder as of the Issue Date are set forth next to such Pledgor’s
name on Schedule A annexed hereto and expressly made a part hereof), the
certificates representing the Pledged Stock and all dividends, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of the Pledged Stock;


 


(b)                                 all of each Pledgor’s now owned or hereafter
acquired rights (but not obligations) in and to any membership interests and
other equity ownership interests issued by any of its Subsidiaries that is a
limited liability company or a partnership (whether certificated or
uncertificated) other than any Excluded Collateral (collectively, the “Pledged
Membership Interests”) (the membership interest and other equity ownership
interests pledged by each Pledgor hereunder as of the Issue Date are set forth
next to such Pledgor’s name on Schedule A annexed hereto and expressly
made a part hereof) and each of such limited liability company’s successors,
including, without limitation, all rights, proceeds, distributions, interest,
dividends, options, warrants, increases, profits and income from such limited
liability company;


 


(c)                                  other than any Excluded Collateral, all additional
(i) shares of stock of any issuer of the Pledged Stock (and the
certificates representing such additional shares), (ii) membership
interests or other equity interests of any issuer of the Pledged Membership
Interests and the certificates evidencing such Pledged Membership Interests (to
the extent certificated), (each of the foregoing in (i) or (ii), an “Issuing
Entity”) from time to time acquired by any Pledgor in any manner, including,
without limitation, stock dividends or a distribution in connection with any
increase or reduction of capital, reclassification, merger, consolidation, sale
of assets, combination of shares, stock split, spin-off or split-off (which
shares and certificates shall be deemed to be part of the Collateral), and all
dividends, cash, instruments and other property or proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of such shares of the Pledged Stock or Pledged Membership
Interests.  Schedule A shall be
deemed to be amended to include such additional Pledged Stock or Pledged
Membership Interests; and


 


(d)                                 other than any Excluded Collateral, all options
and rights, whether as an addition to, in substitution of or in exchange for
any shares of the Pledged Stock or the Pledged Membership Interests.


 


(e)                                  For purposes of this Agreement, the term “Excluded
Collateral” shall mean each of the following: (i) any stock,
membership interests or other equity interests issued by Collect Air; (ii) any
stock, membership interests or other equity interests issued by any 


 


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Subsidiary of Parent other than
the Issuer; (iii) any of the outstanding voting stock, membership
interests or other equity interests of a Foreign Subsidiary in excess of 65% of
the issued and outstanding shares of voting stock, voting membership interests
or other voting equity interests of such Foreign Subsidiary; (iv) any
stock, membership interests or other equity interests issued by any Person that
is not a Subsidiary of Pledgor.


 


(f)                                    In addition, notwithstanding anything herein to
the contrary, in the event that Rule 3-10 or Rule 3-16 of Regulation
S-X under the Securities Act of 1933, as amended (the “Securities Act”)
requires (or is replaced with another rule or regulation, or any other
law, rule or regulation is adopted, which would require) the filing with
the Securities and Exchange Commission (the “SEC”) (or any other
Governmental Authority) of separate financial statements of the Issuer or any
Pledgor that is a Subsidiary of the Issuer due to the fact that the Issuer or
such Subsidiary’s stock or other securities secure the Notes and/or Permitted
Additional Pari Passu Obligations affected thereby, then the stock and such
other securities of such Pledgor will automatically be deemed not to be part of
the Collateral securing the Notes and/or Permitted Additional Pari Passu
Obligations affected thereby but only to the extent necessary to not be subject
to such requirement, only for so long as required to not be subject to such
requirement and only with respect to Second Lien Obligations affected thereby.  In the event that Rule 3-10 or Rule 3-16
of Regulation S-X under the Securities Act is amended, modified or interpreted
by the SEC to permit (or is replaced with another rule or regulation, or
any other law, rule or regulation is adopted, which would permit) such
Pledgor’s stock and other securities to secure the Notes and/or Permitted
Additional Pari Passu Obligations in excess of the amount then pledged without
the filing with the SEC (or any other Governmental Authority) of separate
financial statements of such Pledgor, then the stock and other securities of
such Pledgor will automatically be deemed to be a part of the Collateral for
the relevant Second Lien Obligations and/or Permitted Additional Pari Passu
Obligations but only to the extent necessary to not be subject to any such
financial statement requirement.


 


(g)                                 Anything herein to the contrary notwithstanding,
the liens and security interests granted pursuant to this Agreement and the
exercise of certain rights and/or remedies with respect thereto are subject to
the provisions of the Intercreditor Agreement. 
In the event of any conflict between the terms of the Intercreditor
Agreement and this Agreement, the terms of the Intercreditor Agreement shall
govern and control.  In the event of any
conflict between the obligations of any Pledgor under this Agreement and any
agreement relating to the Senior Lien Obligations, the terms of the agreement
relating to the Senior Lien Obligations shall govern and control.  All references to specific sections of the
Intercreditor Agreement set forth herein shall refer to such sections as in
effect on the date hereof, or as subsequently amended with the consent of the
Pledgors.


 


(h)                                 Anything herein to the contrary notwithstanding,
prior to the Discharge of Senior Lien Obligations, the requirements of this
Agreement to deliver any certificates, instruments, Documents or other
possessory collateral to Collateral Agent, in connection with any Collateral,
shall be deemed satisfied if the applicable Pledgor complies with the requirements
of the corresponding provisions of the applicable Senior Loan Document.


 


3.                                       Delivery of Collateral.  All
certificates representing or evidencing the (i) the Pledged Stock and (ii) certificated
Pledged Membership Interests (including Pledged 


 


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Membership Interests which
become certificated after the date hereof and Pledged Stock or Pledged
Membership Interests acquired after the date hereof) shall (x) prior to
the Discharge of Senior Lien Obligations, be delivered to the Senior Agent in
accordance with the terms of the Senior Loan Documents and (y) following
the Discharge of Senior Lien Obligations, be delivered within sixty (60) days
of their acquisition or formation to and held by or on behalf of Collateral
Agent pursuant hereto and (in the case of clause (y)) shall be accompanied by
duly executed instruments of transfer or assignment in blank, all in form and
substance reasonably satisfactory to Collateral Agent.  Following the Discharge of Senior Lien Obligations,
each Pledgor hereby authorizes each Issuing Entity upon written demand by
Collateral Agent to deliver any certificates, instruments or other
distributions issued in connection with the Collateral directly to Collateral
Agent, in each case to be held by Collateral Agent, subject to the terms
hereof.  Subject to the terms of the
Intercreditor Agreement, Collateral Agent shall have the right, at any time
following the occurrence and during the continuance of an Event of Default, in
its discretion and without notice to the Pledgor, to transfer to or to register
in the name of Collateral Agent or any of its nominees any or all of the
Pledged Stock or Pledged Membership Interests. 
In addition, Collateral Agent shall have the right at any time to exchange
certificates or instruments representing or evidencing any Pledged Stock or
Pledged Membership Interests for certificates or instruments of smaller or
larger denominations.


 


4.                                       Representations and Warranties of Pledgor.  Each
Pledgor represents and warrants to Collateral Agent that:


 


(a)                                  Each Pledgor has the requisite power and authority
to enter into this Agreement, to pledge the Collateral for the purposes
described herein and to carry out the transactions contemplated by this
Agreement.


 


(b)                                 The execution, delivery and performance by each
Pledgor of this Agreement and the pledge of the Collateral hereunder have been
duly and properly authorized and do not and will not result in any violation of
any material agreement, indenture, instrument, license, judgment, decree,
order, law, statute, ordinance or other governmental rule or regulation
applicable to such Pledgor.


 


(c)                                  This Agreement constitutes the legal, valid and
binding obligation of each Pledgor enforceable against such Pledgor in
accordance with its terms.


 


(d)                                 As of the date hereof, each Pledgor is the direct
and beneficial owner of each share of the Pledged Stock and Pledged Membership
Interests set forth under such Pledgor’s name on Schedule A annexed
hereto.


 


(e)                                  All of the Pledged Stock and Pledged Membership
Interests have been duly authorized, validly issued and is fully paid and
nonassessable (as applicable).


 


(f)                                    This Agreement creates and grants a valid lien on
and perfected security interest in the Collateral and the proceeds thereof, subject
to no prior security interest, mortgage, pledge, claim, lien, charge,
hypothecation, assignment, offset or encumbrance whatsoever (collectively, “Liens”),
other than Permitted Liens (as defined in the Indenture), or to any agreement
purporting to grant to any third party a Lien upon the property or assets of
any 


 


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Pledgor which would include the
Collateral, other than the Liens granted to Senior Agent (or other permitted
successor thereof), for its benefit and the benefit of the holders of the
Senior Lien Obligations (to the extent permitted by the Intercreditor
Agreement).


 


(g)                                 Except
with respect to Pledged Stock or Pledged Membership Interests issued
by SquareTwo Financial Canada Corporation, there are no restrictions on transfer of the Pledged
Stock or Pledged Membership Interests contained in the certificate of
incorporation or by-laws (or certificate of formation, limited liability
company agreement or other organizational documents, as the case may be) of any
Issuing Entity or otherwise which have not otherwise been enforceably and
legally waived by the necessary parties.


 


(h)                                 None of the Collateral has been issued or
transferred in violation of the securities registration, securities disclosure or
similar laws of any jurisdiction to which such issuance or transfer may be
subject.


 


(i)                                     [intentionally omitted].


 


(j)                                     No consent, approval, authorization or other order
of any Person and no consent, authorization, approval or other action by, and
no notice to or filing with, any governmental authority or regulatory body is
required by any Pledgor either (i) for the pledge of the Collateral
pursuant to this Agreement or for the execution, delivery or performance of
this Agreement or (ii) for the exercise by the Collateral Agent of the
voting or other rights provided for in this Agreement or the remedies in
respect of the Collateral pursuant to this Agreement, except as may be required
in connection with such disposition by laws affecting the offering and sale of
securities generally.


 


(k)                                  No notification of the pledge evidenced hereby to
any Person is required.


 


(l)                                     As of the date hereof, the Pledged Stock and the
Pledged Membership Interests constitute the indicated percentage of the issued
and outstanding shares of capital stock and limited liability company interests
of the Issuing Entities thereof set forth on Schedule A annexed hereto.


 


(m)                               As of the date hereof, there are no existing
options, warrants, calls or commitments of any such character whatsoever
relating to any Collateral and no indebtedness or other security convertible
into any Collateral.


 


(n)                                 As of the date hereof any proxy or proxies
heretofore given by such Pledgor to any Person or Persons relating to the
Pledged Stock or the Pledged Membership Interests have been revoked.


 


(o)                                 As of the date hereof, each Issuer that is a
limited liability company has provided in its limited liability company
certificates, certificate of formation, Operating Agreement or other governing
documents that its equity interests are securities governed by Article 8
of the UCC.


 


The representations and
warranties set forth in this Section 4 shall survive the execution and
delivery of this Agreement.


 


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5.                                       Covenants.  Each Pledgor
shall:


 


(a)                                  Not sell, assign, transfer, convey, or otherwise
dispose of its rights in or to the Collateral or any interest therein; nor
create, incur or permit to exist any Lien whatsoever with respect to any of the
Collateral or the proceeds thereof other than that created hereby, in each case
unless permitted by the Indenture and any Additional Pari Passu Agreement.


 


(b)                                 At Pledgor’s expense, defend Collateral Agent’s
right, title and security interest in and to the Collateral against the claims
of any Person and keep the Collateral free from all Liens other than Permitted
Liens.


 


(c)                                  At any time, and from time to time, upon the
written request of Collateral Agent, execute and deliver such further documents
and do such further acts and things as Collateral Agent may reasonably request
in order to effect the purposes of this Agreement including, but without
limitation, delivering to Collateral Agent upon the occurrence and during the
continuance of an Event of Default proxies in respect of the Collateral in form
satisfactory to Collateral Agent; provided, however, that prior
to the Discharge of Senior Lien Obligations, no Pledgor shall be required to
take any such action requested by the Collateral Agent if the corresponding
action under the Senior Loan Documents has not been required or taken
thereunder.  Such proxies shall be
coupled with an interest and shall be irrevocable so long as a Default or Event
of Default shall be in existence.  Until
receipt thereof, so long as a Default or Event of Default shall be in
existence, this Agreement shall constitute each Pledgor’s proxy to Collateral
Agent or its nominee to vote all shares of Collateral then registered in such
Pledgor’s name.  Each Pledgor hereby
revokes any proxy or proxies heretofore given by such Pledgor to any Person or
Persons whatsoever and agrees not to give any other proxies in derogation
hereof.


 


(d)                                 Within two (2) Business Days of receipt
thereof by any Pledgor, deliver to Collateral Agent all notices and statements
relating to the Collateral received by such Pledgor, to the extent that
anything contained in such notices and statements could reasonably be expected
to have a Material Adverse Effect or could adversely impact on the rights of
Collateral Agent with respect to the Collateral.


 


(e)                                  Unless permitted by the Indenture and any
Additional Pari Passu Agreement, not consent to or approve the issuance of (i) any
additional shares of any class of capital stock or limited liability company
interests of any Issuing Entity; (ii) any securities convertible either
voluntarily by the holder thereof or automatically upon the occurrence or
nonoccurrence of any event or condition into, or any securities exchangeable
for, any such shares; or (iii) any warrants, options, contracts or other commitments
entitling any person to purchase or otherwise acquire any such shares.


 


6.                                       Voting Rights and Dividends.  In
addition to Collateral Agent’s rights and remedies set forth in Section 8
hereof, in case an Event of Default shall have occurred and be continuing,
Collateral Agent shall, subject to the terms of the Intercreditor Agreement, (i) be
entitled to vote the Collateral, (ii) be entitled to give consents,
waivers and ratifications in respect of the Collateral (each Pledgor hereby
irrevocably constituting and appointing Collateral Agent, with full power of
substitution, the proxy and attorney-in-fact of such Pledgor for such purposes)
and (iii) be entitled to collect and receive for its own use cash
dividends paid on the Collateral.  


 


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Except for transactions
permitted under the Indenture, no Pledgor shall be permitted to exercise or
refrain from exercising any voting rights or other powers if such action would
reasonably be expected to have a Material Adverse Effect.  In addition to Collateral Agent’s rights and
remedies set forth in Section 8 hereof, in case an Event of Default shall
have occurred and be continuing, all dividends and all other distributions in
respect of any of the Collateral, whenever paid or made, shall (subject to the
terms of the Intercreditor Agreement) be delivered to Collateral Agent to hold
as Collateral and shall, if received by any Pledgor, be received in trust for
the benefit of Collateral Agent, be segregated from the other property or funds
of such Pledgor, and be forthwith delivered to Collateral Agent as Collateral
in the same form as so received (with any necessary endorsement).


 


7.                                       Events of Default.  The term “Event
of Default” wherever used herein shall mean the occurrence of any Event of
Default under the Indenture or similar term used in any Additional Pari Passu
Agreement.


 


8.                                       Remedies.  Upon the
occurrence and during the continuance of an Event of Default, Collateral Agent
may, subject to the terms of the Intercreditor Agreement:


 


(a)                                  Demand, collect, receipt for, settle, compromise,
adjust, sue for, foreclose or realize upon the Collateral (or any part
thereof), as Collateral Agent may determine in its sole discretion;


 


(b)                                 Transfer any or all of the Collateral into its
name, or into the name of its nominee or nominees;


 


(c)                                  Exercise all rights with respect to the Collateral
including, without limitation, all rights of conversion, exchange, subscription
or any other rights, privileges or options pertaining to any shares of the
Collateral as if it were the absolute owner thereof, including, but without
limitation, the right to exchange, at its discretion, any or all of the
Collateral upon the merger, consolidation, reorganization, recapitalization or
other readjustment of the Issuing Entity thereof, or upon the exercise by any
Issuing Entity of any right, privilege or option pertaining to any of the
Collateral, and, in connection therewith, to deposit and deliver any and all of
the Collateral with any committee, depository, transfer agent, registrar or
other designated agent upon such terms and conditions as it may determine, all
without liability except to account for property actually received by it; and


 


(d)                                 Subject to the requirements of applicable law,
sell, assign and deliver the whole or, from time to time, any part of the
Collateral at the time held by Collateral Agent, at any private or public sale
or auction, with or without demand, advertisement or notice of the time or
place of sale or adjournment thereof or otherwise (all of which are hereby
waived, except such notice as is required by applicable law and cannot be
waived), for cash or credit or for other property for immediate or future
delivery, and for such price or prices and on such terms as Collateral Agent in
its sole discretion may determine, or as may be required by applicable law.


 


(e)                                  Each Pledgor hereby waives and releases any and
all right or equity of redemption, whether before or after sale hereunder.  At any such sale, unless prohibited by applicable
law, Collateral Agent may bid for and purchase the whole or any part of the
Collateral 


 


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so sold free from any such right
or equity of redemption.  All moneys
received by Collateral Agent hereunder whether upon sale of the Collateral or
any part thereof or otherwise shall be held by Collateral Agent and applied by
it as provided in Section 11 hereof. 
No failure or delay on the part of Collateral Agent in exercising any
rights hereunder shall operate as a waiver of any such rights nor shall any
single or partial exercise of any such rights preclude any other or future
exercise thereof or the exercise of any other rights hereunder.  Collateral Agent shall have no duty as to the
collection or protection of the Collateral or any income thereon nor any duty
as to preservation of any rights pertaining thereto, except to apply the funds
in accordance with the requirements of Section 11 hereof.  Collateral Agent may exercise its rights with
respect to property held hereunder without resort to other security for or
sources of reimbursement for the Indebtedness. 
In addition to the foregoing, Collateral Agent shall have all of the
rights, remedies and privileges of a secured party under applicable law and the
Uniform Commercial Code of New York regardless of the jurisdiction in which
enforcement hereof is sought.


 


(f)                                    The Applicable Authorized Representative shall
direct Collateral Agent in exercising any right, power, discretionary duty or
other remedy available to Collateral Agent under this Agreement or any Security
Document and the other Secured Parties shall not have a right to take any
actions with respect to the Collateral. 
If Collateral Agent shall not have received appropriate instruction
within 10 days of a request therefor from the Applicable Authorized
Representative (or such shorter period as reasonably may be specified in such
notice or as may be necessary under the circumstances) it may, but shall be
under no duty to, take or refrain from taking such action as it shall deem to
be in the best interests of the Secured Parties and Collateral Agent shall have
no liability to any Person for such action or inaction.


 


(g)                                 Each Pledgor agrees that, in the event any Pledgor
takes any action to pledge or perfect a Lien in favor of the Senior Agent or
any other holder of a Senior Lien Obligation in any capital stock, membership
interests or other securities (other than Excluded Collateral) of such Pledgor,
such Pledgor shall promptly notify the Collateral Agent of such action and
shall also take such action to grant or perfect a Lien (subject to the
Intercreditor Agreement) in favor of the Collateral Agent to secure the Second
Lien Obligations without request of the Collateral Agent, provided, however,
that in no event shall this clause (g) have the effect of requiring any
Pledgor to (i) deliver possession (or provide notice of the delivery of
possession) of any Collateral to the Collateral Agent in respect of which
possession is delivered to the Senior Agent, or (ii) unless otherwise
expressly provided in this Agreement, take actions that are not necessary to
perfect any such Lien in favor of the Collateral Agent.


 


9.                                       Registration.  If Collateral
Agent shall exercise its right to sell all or any part of the Collateral
following the occurrence and during the continuance of an Event of Default, and
if, in the opinion of counsel for Collateral Agent, it is necessary to have the
Collateral being sold registered under the provisions of the Securities Act,
each Pledgor will use its best efforts to cause the applicable Issuing Entity
to execute and deliver, and to cause the directors and officers of such Issuing
Entity to execute and deliver, all at such Pledgor’s expense, all such
instruments and documents and to do or cause to be done all such other acts and
things as may be necessary to register the Collateral being sold under the
provisions of the Securities Act.  Such
Pledgor shall cause any such registration statement to become effective and to
remain effective for a period of one year from the date of the first public
offering of the Collateral being sold and to make all amendments thereto and to
related documents which, in the opinion of Collateral Agent 


 


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or its counsel, are necessary or
advisable, all in conformity with the requirements of the Securities Act and
the rules and regulations of the Securities and Exchange Commission
applicable thereto.  Such Pledgor shall
also cause the applicable Issuing Entity to comply with the provisions of the “Blue
Sky” law of any jurisdiction which Collateral Agent shall designate in
connection with any sale hereunder; and to cause such Issuing Entity to make
available to its security holders, as soon as practicable, an earnings
statement (which need not be audited) covering a period of at least twelve
months but not more than eighteen months, beginning with the first month after
the effective date of any such registration statement, which earnings statement
will satisfy the provisions of Section 11(a) of the Securities
Act.  Each Pledgor acknowledges that a
breach of any of the covenants contained in this Section may cause
irreparable injury to Collateral Agent, that Collateral Agent will have no
adequate remedy at law with respect to such breach and, as a consequence, such
covenants of such Pledgor shall be specifically enforceable against such
Pledgor.


 


10.                                 Private Sale.  Notwithstanding
anything contained in Section 9, each Pledgor recognizes that Collateral
Agent may be unable to effect (or to do so only after delay which would
adversely affect the value that might be realized from the Collateral) a public
sale of all or part of the Collateral by reason of certain prohibitions
contained in the Securities Act, and may be compelled to resort to one or more
private sales to a restricted group of purchasers who will be obliged to agree,
among other things, to acquire such Collateral for their own account, for
investment and not with a view to the distribution or resale thereof.  Each Pledgor agrees that any such private
sale may be at prices and on terms less favorable to the seller than if sold at
public sales and that such private sales shall be deemed to have been made in a
commercially reasonable manner.  Each
Pledgor agrees that Collateral Agent has no obligation to delay sale of any
Collateral for the period of time necessary to permit any Issuing Entity to
register the Collateral for public sale under the Securities Act.


 


11.                                 Proceeds of Sale.  Subject to the
terms of the Intercreditor Agreement, the proceeds received by the Collateral
Agent in respect of any sale of, collection from or other realization upon all
or any part of the Collateral pursuant to the exercise by the Collateral Agent
of its remedies shall be applied, together with any other sums then held by the
Collateral Agent pursuant to this Agreement, pro rata to the Secured Parties in
proportion to the unpaid amounts of Second Lien Obligations with such proceeds
applied (i) as among the Holders, as set forth in the Indenture and (ii) as
among the holders of the Permitted Additional Pari Passu Obligations (other
than the Additional Notes), as set forth in the applicable Additional Pari
Passu Agreement.  In making the
determination and allocations required by this Section 11, Collateral
Agent may conclusively rely upon information supplied by (i) the Trustee
as to the amounts of unpaid principal and interest and other amounts
outstanding with respect to the Notes and (ii) the applicable Additional
Pari Passu Agent as to the amounts of unpaid principal and interest and other
amounts outstanding with respect to such Permitted Additional Pari Passu
Obligations and the Collateral Agent shall have no liability to any of the
Secured Parties for actions taken in reliance on such information; provided
that nothing in this sentence shall prevent any Pledgor from contesting any
amounts claimed by any Secured Party in any information so supplied.  All distributions made by Collateral Agent
pursuant to this Section 11 shall be (subject to any decree of any court
of competent jurisdiction) final (absent manifest error), and Collateral Agent
shall have no duty to inquire as to the application by the Trustee, or an
Additional Pari Passu Agent of any amounts distributed to such Person.  If, despite the provisions of this Agreement,
any 


 


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Secured Party shall receive any
payment or other recovery in excess of its portion of payments on account of
the Second Lien Obligations to which it is then entitled in accordance with
this Agreement, such Secured Party shall hold such payment or other recovery in
trust for the benefit of all Secured Parties hereunder for distribution in
accordance with this Section 11.


 


12.                                 Waiver of Marshaling.  Each Pledgor
hereby waives any right to compel any marshaling of any of the Collateral.


 


13.                                 Collateral Agent Appointed Attorney-In-Fact and
Performance by Collateral Agent.  Upon the
occurrence of an Event of Default which is continuing, each Pledgor hereby
irrevocably constitutes and appoints Collateral Agent as such Pledgor’s true
and lawful attorney-in-fact, with full power of substitution, to execute,
acknowledge and deliver any instruments and to do in such Pledgor’s name, place
and stead, all such acts, things and deeds for and on behalf of and in the name
of such Pledgor, which such Pledgor could or might do or which Collateral Agent
may deem necessary, desirable or convenient to accomplish the purposes of this
Agreement, including, without limitation, to execute such instruments of
assignment or transfer or orders and to register, convey or otherwise transfer
title to the Collateral into Collateral Agent’s name.  Each Pledgor hereby ratifies and confirms all
that said attorney-in-fact may so do and hereby declares this power of attorney
to be coupled with an interest and irrevocable. 
If any Pledgor fails to perform any agreement herein contained,
Collateral Agent may itself perform or cause performance thereof, and any costs
and expenses of Collateral Agent incurred in connection therewith shall be paid
by Pledgors as provided in Section 24 hereof.


 


14.                                 Termination.  This Agreement
shall terminate and Collateral Agent shall return to each Pledgor, at such
Pledgor’s expense, such of the Collateral as has not theretofore been sold,
disposed of or otherwise applied pursuant to this Agreement , as provided in Section 8.03
of the Indenture and as provided in any the Additional Pari Passu
Agreement.  The Liens securing the Notes,
will, automatically and without the need for any further action by any Person
be released, in whole or in part, as provided in Section 8.03 of the
Indenture.  The Liens securing the
Permitted Additional Pari Passu Obligations of any series will be released, in
whole or in part, as provided in the Additional Pari Passu Agreement governing
such obligations.  In addition, upon
termination of this Agreement, the Collateral Agent shall promptly return to
the Pledgor any Collateral.


 


15.                                 Concerning Collateral Agent.  The
recitals of fact herein shall be taken as statements of Pledgors for which
Collateral Agent assumes no responsibility. 
Collateral Agent makes no representation to anyone as to the value of
the Collateral or any part thereof or as to the validity or adequacy of the
security afforded or intended to be afforded thereby or as to the validity of
this Agreement.  Collateral Agent shall
be protected in relying upon any notice, consent, request or other paper or
document believed by it to be genuine and correct and to have been signed by a
proper person.  The permissive rights of
Collateral Agent hereunder shall not be construed as duties of Collateral
Agent.  Collateral Agent shall be under
no obligation to take any action toward the enforcement of this Agreement or
rights or remedies in respect of any of the Collateral.  Collateral Agent shall not be personally
liable for any action taken or omitted by it in good faith and reasonably
believed by it to be within the power or discretion conferred upon it by this
Agreement.


 


10














 


16.                                 Notices.  Any notice or
other communication required or permitted pursuant to this Agreement shall be
deemed given (a) if delivered in person, when delivered, (b) if
delivered by fax, telecopy or electronic mail, on the date of transmission if
transmitted on a Business Day before 4:00 p.m. New York City time or, if
note, on the next succeeding Business Day; (c) if delivered by overnight
courier, two (2) days after delivery to such courier properly addressed;
or (d) if by U.S. Mail, four (4) Business Days after depositing in
the United States mail, with postage prepaid and properly addressed:


 


	
  If to Collateral Agent: 

  	
  U.S. Bank National Association

  
	
   

  	
  950 17th Street

  
	
   

  	
  Denver, Colorado 80202

  
	
   

  	
  Attention:

  	
  Kathleen A Connelly

  
	
   

  	
  Facsimile:

  	
  303-585-6865

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
  Davis, Graham &
  Stubbs, LLP

  
	
   

  	
  1550 17th Street,
  Suite 500

  
	
   

  	
  Denver, CO 80202

  
	
   

  	
  Attention:

  	
  Ted R. Sikora II

  
	
   

  	
  Facsimile:

  	
  303-893-1379

  
	
   

  	
   

  	
   

  
	
  and:

  	
  Cahill Gordon &
  Reindel LLP

  
	
   

  	
  80 Pine St.

  	
   

  
	
   

  	
  New York, NY 11201

  
	
   

  	
  Attention:

  	
  James J. Clark

  
	
   

  	
  Telephone:

  	
  212-701-3849

  
	
   

  	
  Facsimile:

  	
  212-378-2169

  
	
   

  	
   

  	
   

  
	
  If to any Pledgor:

  	
  SquareTwo Financial
  Corporation

  
	
   

  	
  4340 S. Monica, Second Floor

  
	
   

  	
  Denver, Colorado 80237

  
	
   

  	
  Attention:

  	
  L. Heath Sampson and Thomas
  Good

  
	
   

  	
  Facsimile:

  	
  303-713-2509

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
  KRG Capital Partners, L.L.C.

  
	
   

  	
  1515 Arapahoe Street, Tower
  One, Suite 1500

  
	
   

  	
  Denver, Colorado 80202

  
	
   

  	
  Attention:

  	
  Mark King and Chris Bock

  
	
   

  	
  Facsimile:

  	
  303-390-5015

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
  Hogan & Hartson LLP

  
	
   

  	
  1200 17th Street

  
	
   

  	
  Denver, Colorado 80202-5840

  
	
   

  	
  Attention:

  	
  George Hagerty

  
	
   

  	
  Facsimile:

  	
  303-899-7333

  



 


11

















 


Any notice to an Additional Pari
Passu Agent shall be given at its address set forth in the Additional Pari
Passu Joinder Agreement or set forth in any subsequent notice from such
Additional Pari Passu Agent to the parties hereto.


 


17.                                 Governing Law.  This Agreement
and all rights and obligations hereunder shall be governed by and construed and
enforced in all respects in accordance with the laws of the State of New York
applied to contracts to be performed wholly within the State of New York.


 


18.                                 Waivers.  EACH PARTY
HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH,
OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OTHER AGREEMENT EXECUTED OR DELIVERED BY THEM IN
CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN
EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HERETO HEREBY AGREES AND CONSENTS
THAT ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
OF EACH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.


 


19.                                 Litigation.  EACH PLEDGOR
EXPRESSLY CONSENTS TO THE JURISDICTION AND VENUE OF EACH COURT OF COMPETENT
JURISDICTION LOCATED IN THE STATE OF NEW YORK FOR ALL PURPOSES IN CONNECTION
WITH THIS AGREEMENT.  ANY JUDICIAL
PROCEEDING BY ANY PLEDGOR AGAINST AGENT INVOLVING, DIRECTLY OR INDIRECTLY ANY
MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS
AGREEMENT SHALL BE BROUGHT ONLY IN A STATE COURT LOCATED IN THE COUNTY OF NEW
YORK, STATE OF NEW YORK.  EACH PLEDGOR
FURTHER CONSENTS THAT ANY SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS
(INCLUDING, WITHOUT LIMITATION, ANY NOTICE OR MOTION OR OTHER APPLICATION TO
EITHER OF THE AFOREMENTIONED COURTS OR A JUDGE THEREOF) OR ANY NOTICE IN
CONNECTION WITH ANY PROCEEDINGS HEREUNDER, MAY BE SERVED INSIDE OR OUTSIDE
OF THE STATE OF NEW YORK OR THE SOUTHERN DISTRICT OF NEW YORK BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY PERSONAL SERVICE PROVIDED A
REASONABLE TIME FOR APPEARANCE IS PERMITTED, OR IN SUCH OTHER MANNER AS MAY BE
PERMISSIBLE UNDER THE RULES OF SAID COURTS. 
EACH PLEDGOR WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY
ACTION INSTITUTED HEREON AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF
JURISDICTION OR VENUE OR BASED UPON FORUM NON CONVENIENS.


 


20.                                 No Waiver; Cumulative Remedies.  Any and
all of Collateral Agent’s and Secured Parties’ rights with respect to the Liens
granted under this Agreement shall continue 


 


12

















 


unimpaired, and each Pledgor
shall be and remain obligated in accordance with the terms hereof,
notwithstanding (a) the bankruptcy, insolvency or reorganization of any
Pledgor, (b) the release or substitution of any item of the Collateral at
any time, or of any rights or interests therein, or (c) any delay, extension
of time, renewal, compromise or other indulgence granted by Collateral Agent
and Secured Parties in reference to any of the Indebtedness.  Each Pledgor hereby waives all notice of any
such delay, extension, release, substitution, renewal, compromise or other
indulgence, and hereby consents to be bound hereby as fully and effectively as
if such Pledgor had expressly agreed thereto in advance.  No failure on the part of Collateral Agent or
Secured Parties to exercise, and no delay in exercising, any right, power or
remedy hereunder shall operate as a waiver thereof nor shall any single or
partial exercise of any such right, power or remedy by Collateral Agent and
Secured Parties preclude any other or further exercise thereof or the exercise
of any right, power or remedy.  All
remedies hereunder are cumulative and are not exclusive of any other remedies
provided by law.


 


21.                                 Severability.  In case any
security interest or other right of Collateral Agent and/or any Secured Party
shall be held to be invalid, illegal or unenforceable, such invalidity,
illegality or unenforceability shall not affect any other security interest or
other right, privilege or power granted under this Agreement.  In the event that any provision of this
Agreement or the application thereof to Pledgors or any circumstance in any
jurisdiction governing this Agreement shall, to any extent, be invalid or
unenforceable under any applicable statute, regulation, or rule of law,
such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform to such statute, regulation
or rule of law, and the remainder of this Agreement and the application of
any such invalid or unenforceable provision to parties, jurisdictions, or
circumstances other than to whom or to which it is held invalid or
unenforceable shall not be affected thereby, nor shall same affect the validity
or enforceability of any other provision of this Agreement.


 


22.                                 Counterparts; Facsimiles.  This
Agreement and any amendments, waivers, consents, or supplements may be executed
via telecopier or facsimile or other electronic method of transmission in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all of which counterparts together shall constitute one and the
same instrument.


 


23.                                 Miscellaneous.


 


(a)                                  This Agreement constitutes the entire and final
agreement among the parties with respect to the subject matter hereof and
neither this Agreement nor any term hereof may be changed, discharged or
terminated orally, but only by an instrument in writing, signed by Collateral
Agent and each Pledgor.  No waiver of any
term or condition of this Agreement, whether by delay, omission or otherwise,
shall be effective unless in writing and signed by the party sought to be
charged, and then such waiver shall be effective only in the specific instance
and for the purpose for which given.


 


(b)                                 This Agreement shall be binding upon each Pledgor,
and each Pledgor’s successors and assigns, and shall inure to the benefit of
Collateral Agent, Secured Parties and their successors and assigns.  The term “Collateral Agent”, as used herein,
shall include any 


 


13

















 


successor or assign of
Collateral Agent at the time entitled to the pledged interest in the
Collateral.


 


(c)                                  The headings and captions in this Agreement are
for purposes of reference only and shall not constitute part of this Agreement for
any other purpose.


 


24.                                 Expenses.  The Collateral
shall also secure, and each Pledgor shall pay to Collateral Agent on demand,
from time to time, all costs and expenses, (including but not limited to,
attorneys’ fees and costs, taxes, and all transfer, recording, filing and other
charges) of, or incidental to, the custody, care, transfer, administration of
the Collateral or any other collateral, or in any way relating to the
enforcement, protection or preservation of the rights or remedies of Collateral
Agent and Secured Parties under this Agreement or with respect to any of the
Indebtedness.


 


25.                                 Recapture.  Anything in
this Agreement to the contrary notwithstanding, if Collateral Agent and/or
Secured Parties receives any payment or payments on account of the
Indebtedness, which payment or payments or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver, or any other party under the
United States Bankruptcy Code, as amended, or any other federal or state
bankruptcy, reorganization, moratorium or insolvency law relating to or
affecting the enforcement of creditors’ rights generally, common law or
equitable doctrine, then to the extent of any sum not finally retained by
Collateral Agent and/or Secured Parties, each Pledgor’s obligations to
Collateral Agent and Secured Parties shall be reinstated and this Agreement
shall remain in full force and effect (or be reinstated) until payment shall
have been made to Collateral Agent, which payment shall be due on demand.


 


26.                                 Additional Pledgors.  Pursuant to the
Indenture and any Additional Pari Passu Agreement, each Subsidiary of the
Issuer that was not in existence or not a Subsidiary of the Issuer on the date
of the Indenture is or may be required (if and to the extent set forth in the
Indenture or any Additional Pari Passu Agreement) to enter in this Agreement as
a Pledgor upon becoming a Subsidiary of the Issuer if such Subsidiary owns or
possesses property of a type that would be considered Collateral
hereunder.  Upon execution and delivery
by the Collateral Agent and such Subsidiary of a supplement to this Agreement
substantially in the form of Exhibit I attached hereto or in such other
form as may be reasonably required to satisfy the requirements of the
Indenture, such Subsidiary shall become a Pledgor hereunder with the same force
and effect as if originally named as a Pledgor herein.  The execution and delivery of such supplement
shall not require the consent of any Pledgor hereunder.  The rights and obligations of each Pledgor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Pledgor as a party to this Agreement.


 


27.                                 ULC Shares.  Each Pledgor
acknowledges that certain of the Collateral of such Pledgor may now or in the
future consist of ULC Shares, and that it is the intention of the Agent and
each Pledgor that neither the Agent nor any other Lender should under any
circumstances prior to realization thereon be held to be a “member” or a “shareholder”,
as applicable, of a ULC for the purposes of any ULC Laws.  Therefore, notwithstanding any provisions to
the contrary contained in this Agreement, the Loan Agreement or any other Loan
Document, where a Pledgor is the registered owner of ULC Shares which are
Collateral of such Pledgor, such Pledgor will 


 


14

















 


remain the sole registered owner
of such ULC Shares until such time as such ULC Shares are effectively
transferred into the name of the Agent, any other Lender, or any other Person
on the books and records of the applicable ULC. Accordingly, each Pledgor shall
be entitled to receive and retain for its own account any dividend on or other
distribution, if any, in respect of such ULC Shares (except for any dividend or
distribution comprised of certificates evidencing the Pledged Stock or Pledged
Membership Interests held by such Pledgor, which shall be delivered to the
Agent to hold hereunder) and shall have the right to vote such ULC Shares and
to control the direction, management and policies of the applicable ULC to the
same extent as such Pledgor would if such ULC Shares were not pledged to the
Agent pursuant hereto.  Nothing in this
Agreement, the Loan Agreement or any other Loan Document is intended to, and
nothing in this Agreement, the Loan Agreement or any other Loan Document shall,
constitute the Agent, any other Lender, or any other Person other than the
applicable Pledgor, a member or shareholder of a ULC for the purposes of any
ULC Laws (whether listed or unlisted, registered or beneficial), until such
time as notice is given to such Pledgor and further steps are taken pursuant
hereto or thereto so as to register the Agent, any other Lender, or such other
Person, as specified in such notice, as the holder of the ULC Shares.  Upon any enforcement action under this
Agreement with respect to the Collateral constituting ULC Shares, resolutions
of the board of directors of the ULC approving the transfer of its ULC Shares
shall be required.  To the extent any
provision hereof would have the effect of constituting the Agent or any other
Lender as a member or a shareholder, as applicable, of any ULC prior to such
time, such provision shall be severed herefrom and shall be ineffective with
respect to ULC Shares which are Collateral of any Pledgor without otherwise
invalidating or rendering unenforceable this Agreement or invalidating or
rendering unenforceable such provision insofar as it relates to Collateral of
any Pledgor which is not ULC Shares. Except upon the exercise of rights of the
Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with
this Agreement, each Pledgor shall not cause or permit, or enable an Issuer
that is a ULC to cause or permit, the Agent or any other Lender to: (a) be
registered as a shareholder or member of such Issuer; (b) have any
notation entered in their favor in the share register of such Issuer; (c) be
held out as shareholders or members of such Issuer; (d) receive, directly
or indirectly, any dividends, property or other distributions from such Issuer
by reason of the Agent holding the security interests over the ULC Shares; or (e) act
as a shareholder of such Issuer, or exercise any rights of a shareholder
including the right to attend a meeting of shareholders of such Issuer or to
vote its ULC Shares.  The foregoing
limitations shall not restrict the Agent from exercising the rights which it is
entitled to exercise under this Agreement in respect of any Collateral
constituting ULC Shares at any time that the Agent shall be entitled to realize
on all or any portion of the Collateral pursuant to this Agreement.


 


[Signature Page Follows This Page]


 


15

















 


IN WITNESS WHEREOF, the parties
have duly executed this Agreement as of the day and year first written above.


 


	
   

  	
  CA HOLDING, INC.

  
	
   

  	
  SQUARETWO FINANCIAL
  CORPORATION, as Pledgors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul A. Larkins

  
	
   

  	
   

  	
  Name: Paul A. Larkins

  
	
   

  	
   

  	
  Title:   President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  HEALTHCARE FUNDING SOLUTIONS,
  LLC

  
	
   

  	
  CACH, LLC

  
	
   

  	
  CACV OF COLORADO, LLC

  
	
   

  	
  ORSA, LLC

  
	
   

  	
  CANDEO, LLC

  
	
   

  	
  AUTUS, LLC

  
	
   

  	
  CACH OF NJ, LLC

  
	
   

  	
  CACV OF NEW JERSEY, LLC

  
	
   

  	
  COLLECT AMERICA OF CANADA,
  LLC, as Pledgors

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul A. Larkins

  
	
   

  	
   

  	
  Name: Paul A. Larkins

  
	
   

  	
   

  	
  Title:   Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SQUARETWO FINANCIAL COMMERCIAL
  FUNDING CORPORATION

  
	
   

  	
  REFINANCE AMERICA, LTD.,
  as Pledgors

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas G. Good

  
	
   

  	
   

  	
  Name: Thomas G. Good

  
	
   

  	
   

  	
  Title:   Secretary

  



 

















 


	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION, as Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/
  Robert J. Dunn

  
	
   

  	
   

  	
  Name: Robert J. Dunn

  
	
   

  	
   

  	
  Title:   Vice President

  



 

















 


SCHEDULE A


 


PLEDGED STOCK


 


	
  Pledgor

  	
   

  	
  Name of Issuing

  Corporation

  	
   

  	
  Type of

  Shares

  	
   

  	
  Number

  of

  Shares

  	
   

  	
  Certificate

  No.

  	
   

  	
  Percentage

  Pledged

  
	
  CA
  Holding, Inc.

  	
   

  	
  SquareTwo
  Financial Corporation

  	
   

  	
  Common

  	
   

  	
  1,000

  	
   

  	
  1437-3

  	
   

  	
  100%

  
	
  Collect
  America of Canada, LLC

  	
   

  	
  SquareTwo
  Financial Canada Corporation

  	
   

  	
  Common

  	
   

  	
  12,250

  22,750

  	
   

  	
  3

  4

  	
   

  	
  65%

  
	
  SquareTwo
  Financial Corporation

  	
   

  	
  SquareTwo
  Financial Commercial Funding Corporation

  	
   

  	
  Common

  	
   

  	
  720

  400

  680

  148

  	
   

  	
  1

  11

  12

  13

  	
   

  	
  100%

  
	
  SquareTwo
  Financial Corporation

  	
   

  	
  ReFinance
  America, Ltd

  	
   

  	
  Common

  	
   

  	
  50

  	
   

  	
  1

  	
   

  	
  100%

  



 


MEMBERSHIP INTERESTS


 


	
  Pledgor

  	
   

  	
  Name of Issuing

  Corporation

  	
   

  	
  Number

  of

  Interests

  	
   

  	
  Certificate

  No.

  	
   

  	
  Percentage

  Pledged

  
	
  SquareTwo Financial Corporation

  	
   

  	
  Collect America of Canada, LLC

  	
   

  	
  100%

  	
   

  	
  R-1

  	
   

  	
  100%

  
	
  SquareTwo Financial Corporation

  	
   

  	
  Healthcare Funding Solutions, LLC

  	
   

  	
  100%

  	
   

  	
  R-1

  	
   

  	
  100%

  
	
  SquareTwo Financial Corporation

  	
   

  	
  CACH, LLC

  	
   

  	
  100%

  	
   

  	
  R-1

  	
   

  	
  100%

  
	
  SquareTwo Financial Corporation

  	
   

  	
  CACV of Colorado, LLC

  	
   

  	
  100%

  	
   

  	
  R-1

  	
   

  	
  100%

  
	
  SquareTwo Financial Corporation

  	
   

  	
  Orsa, LLC

  	
   

  	
  100%

  	
   

  	
  R-0001

  	
   

  	
  100%

  
	
  SquareTwo Financial Corporation

  	
   

  	
  Candeo, LLC

  	
   

  	
  100%

  	
   

  	
  R-0001

  	
   

  	
  100%

  
	
  SquareTwo Financial Corporation

  	
   

  	
  Autus, LLC

  	
   

  	
  100%

  	
   

  	
  R-0001

  	
   

  	
  100%

  
	
  CACH, LLC

  	
   

  	
  CACH of NJ, LLC

  	
   

  	
  100%

  	
   

  	
  R-1

  	
   

  	
  100%

  
	
  CACV of Colorado, LLC

  	
   

  	
  CACV of New Jersey, LLC

  	
   

  	
  100%

  	
   

  	
  R-1

  	
   

  	
  100%

  



 


Schedule A -1

















 


EXHIBIT I


 


PLEDGE
SUPPLEMENT AND JOINDER AGREEMENT


 


This PLEDGE SUPPLEMENT AND
JOINDER AGREEMENT (this “Agreement”), dated as of this     
day of         ,
20    , is executed and delivered by the undersigned (the “Additional
Pledgor”) pursuant to the Pledge Agreement, dated as of April 7, 2010 (as
it may be from time to time amended, restated, modified or supplemented, the “Pledge
Agreement”), among SQUARETWO FINANCIAL CORPORATION, the other “Pledgors” party
thereto, and U.S. BANK NATIONAL ASSOCIATION, as the Collateral Agent for
Secured Parties.  Capitalized terms used
herein not otherwise defined herein shall have the meanings ascribed thereto in
the Pledge Agreement.


 


1.                                       Additional Pledgor assumes all the obligations of
a Pledgor under the Pledge Agreement and agrees that it is bound as a Pledgor
and under the terms of the Pledge Agreement as if it had been an original
signatory to the Pledge Agreement.  In
furtherance of the foregoing, Additional Pledgor hereby pledges and grants to
Collateral Agent a security interest in all of its right, title and interest in
and to the Collateral owned thereby to secure the Second Lien Obligations.


 


2.                                       Schedule A to the Pledge Agreement is being amended and restated
as of the date hereof to include the Pledged Stock and/or Pledged Membership
Interests of Additional Pledgor and shall, as of the date hereof, read as
provided on Schedule A attached hereto. 
Additional Pledgor hereby makes to Collateral Agent the representations
and warranties set forth in the Pledge Agreement applicable to Additional
Pledgor and the applicable Collateral and confirms that such representations
and warranties are true and correct as of the date hereof after giving effect
to such amendment to Schedule A (except for those that relate to an
earlier date).


 


3.                                       In furtherance of its obligations under Section 3
and Section 5(c) of the Pledge Agreement, each Additional Pledgor agrees
to execute and deliver to Collateral Agent such documentation as Collateral
Agent (or its successors or assigns) may reasonably require to evidence,
protect and perfect the Liens created by the Pledge Agreement, as modified
hereby.


 


4.                                       The address, telephone and fax number for notices
to Additional Pledgor under the Pledge Agreement shall be the address and fax
number set forth below Additional Pledgor’s signature to this Agreement.


 


5.                                       This Agreement shall be deemed to be part of, and
a modification to, the Pledge Agreement and shall be governed by all the terms
and provisions of the Pledge Agreement, with respect to the modifications
intended to be made to the Pledge Agreement, which terms are incorporated
herein by reference, are ratified and confirmed and shall continue in full
force and effect as valid and binding agreements of each Pledgor enforceable
against each Pledgor.


 


Exhibit I-1

















 


IN WITNESS WHEREOF, the parties
have duly executed this Pledge Supplement and Joinder Agreement as of the day
and year first written above.


 


	
   

  	
  ADDITIONAL PLEDGOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone:

  
	
   

  	
  Fax:

  



 


Acknowledged and agreed this
     day of
                  ,
20     by


 


	
  U.S. BANK NATIONAL
  ASSOCIATION, as Collateral Agent

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


Exhibit I-2

















 


SCHEDULE A
TO


 


PLEDGE
SUPPLEMENT AND JOINDER AGREEMENT


 


Schedule A to Exhibit I -1