EX-10.19






EXHIBIT 10.19




SEVENTH AMENDMENT TO

FOURTH AMENDED AND RESTATED LOAN AGREEMENT




     THIS SEVENTH AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT (this
“Amendment”) is executed and entered into as of
February 20, 2009, by and among ASTA
FUNDING ACQUISITION I, LLC, a Delaware limited liability company, ASTA FUNDING ACQUISITION II, LLC,
a Delaware limited liability company, PALISADES COLLECTION, L.L.C., a Delaware limited liability
company, PALISADES ACQUISITION I, LLC, a Delaware limited liability company, PALISADES ACQUISITION
II, LLC, a Delaware limited liability company, PALISADES ACQUISITION IV, LLC, a Delaware limited
liability company, PALISADES ACQUISITION V, LLC, a Delaware limited liability company, PALISADES
ACQUISITION VI, LLC, a Delaware limited liability company, PALISADES ACQUISITION VII, LLC, a
Delaware limited liability company, PALISADES ACQUISITION VIII, LLC, a Delaware limited liability
company, PALISADES ACQUISITION IX, LLC, a Delaware limited liability company, PALISADES ACQUISITION
X, LLC, a Delaware limited liability company, CLIFFS PORTFOLIO ACQUISITION I, LLC, a Delaware
limited liability company, SYLVAN ACQUISITION I, LLC, a Delaware limited liability company, and
OPTION CARD, LLC, a Colorado limited liability company (sometimes collectively referred to herein
as “Borrowers” and individually as a “Borrower”); ASTA FUNDING, INC., a Delaware
corporation, COMPUTER FINANCE, LLC, a Delaware limited liability company, ASTAFUNDING.COM, LLC, a
Delaware limited liability company, ASTA COMMERCIAL, LLC, a Delaware limited liability company, and
VATIV RECOVERY SOLUTIONS, LLC, a Texas limited liability company (collectively,
“Guarantors”); ASTA FUNDING ACQUISITION IV, LLC, a Delaware limited liability company,
PALISADES ACQUISITION XI, LLC, a Delaware limited liability company, PALISADES ACQUISITION XII,
LLC, a Delaware limited liability company, PALISADES ACQUISITION XIII, LLC, a Delaware limited
liability company, PALISADES ACQUISITION XIV, LLC, a Delaware limited liability company, PALISADES
ACQUISITION XV, LLC, a Delaware limited liability company, PALISADES ACQUISITION XVII, LLC, a
Delaware limited liability company, PALISADES ACQUISITION XVIII, LLC, a Delaware limited liability
company, CITIZENS LENDING GROUP LLC, a Delaware limited liability company and VENTURA SERVICES,
LLC, a Delaware limited liability company (collectively, “Additional Guarantors”); ISRAEL
DISCOUNT BANK OF NEW YORK, a New York banking corporation (“IDB”), as collateral agent for
itself and the lenders signatory hereto from time to time (together with any successor collateral
agent appointed pursuant to Section 9.7, the “Collateral Agent”), as administrative agent
(together with any successor administrative agent appointed pursuant to Section 9.7, the
“Administrative Agent”, and together with the Collateral Agent, the “Agents”), and
as co-lead arranger; MIDDLE MARKET FINANCE, a division of Merrill Lynch Business Financial Services
Inc. (“Merrill Lynch”), as co-lead arranger and as co-administrative agent; and the Lenders
(as defined below).



RECITALS:




     A. Borrowers and Guarantors (collectively, the “Credit Parties”), along with
Administrative Agent and Lenders are parties to a certain Fourth Amended and Restated Loan



 









 







and Security Agreement dated as of July 11, 2006 (as amended, modified, supplemented or
restated from time to time, the “Credit Agreement”). All capitalized terms used in this
Amendment, unless specifically defined herein, shall have the meanings attributed to them in the
Credit Agreement.



     B. The Credit Parties have requested that the Lenders amend certain terms of the Credit
Agreement to, among other things, recognize the aforementioned Additional Guarantors as Credit
Parties to the Credit Agreement pursuant to the terms of this Amendment.



AGREEMENT:




     For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Credit Parties, Administrative Agent and Lenders agree as follows:


SECTION 1. ACCURACY OF RECITALS.




     The Credit Parties acknowledge, represent, warrant and agree that the Recitals stated above
are true and complete in all respects.


SECTION 2. MODIFICATION.




     2.1 The following definitions as contained in Annex A attached to the Credit Agreement are
amended and restated in their entirety to read as follows:




     “Capital Contribution Amounts” shall have the meaning set forth in Section
6.4(d) below.




     “Guarantors” means each Guarantor and Additional Guarantor described in the
preamble to this Amendment, each Subsidiary of any Borrower that is not a Borrower, and each
other Person, if any, that executes a guaranty or other similar agreement in favor of
Administrative Agent, for itself and the ratable benefit of Lenders, in connection with the
transactions contemplated by the Amendment and the other Loan Documents.




     “Permitted Encumbrances” means the following encumbrances: (a) Liens for taxes
or assessments or other governmental Charges not yet due and payable or which are being
contested in accordance with Section 5.2(b); (b) pledges or deposits of money
securing statutory obligations under workmen’s compensation, unemployment insurance, social
security or public liability laws or similar legislation (excluding Liens under ERISA); (c)
pledges or deposits of money securing bids, tenders, contracts (other than contracts for the
payment of money) or leases to which any Credit Party is a party as lessee made in the
ordinary course of business; (d) inchoate and unperfected workers’, mechanics’, or similar
liens arising in the ordinary course of business, so long as such Liens attach only to
Equipment, Fixtures and/or Real Estate; (e) carriers’, warehousemen’s, suppliers’ or other
similar possessory liens arising in the ordinary course of business and securing liabilities
in an outstanding aggregate amount not in excess of $100,000 at any time, so long as such
Liens attach only to Inventory; (f) inchoate and unperfected bailees’ and landlord liens
with respect to locations in which a



 









 







bailee or landlord waiver is not required, and which arise in the ordinary course of
business, so long as such Liens attach only to assets located on the applicable Real Estate;
(g) deposits securing, or in lieu of, surety, appeal or customs bonds in proceedings to
which any Credit Party is a party; (h) any attachment or judgment lien not constituting an
Event of Default under Section 8.1(j); (i) with respect to any Real Estate, the
permitted exceptions set forth on an Exhibit of any mortgage granted to Administrative
Agent, on behalf of Lenders, applicable to such Real Estate, and zoning restrictions,
easements, licenses, or other restrictions on the use of any Real Estate or other minor
irregularities in title (including leasehold title) thereto, so long as the same do not
materially impair the use, value, or marketability of such Real Estate; (j) presently
existing or hereafter created Liens in favor of Administrative Agent, on behalf of Lenders;
(k) Liens expressly permitted under Section 6.7 (other than subsection (a) thereto)
of the Agreement; (l) a Lien in favor of BMO Capital Markets Corp., as collateral agent,
granted by the Credit Parties to secure the Guaranteed Indebtedness of the Credit Parties to
the extent permitted under Section 6.6(c), provided such Lien is at all times
subordinate to Lien of the Agents and Lenders pursuant to an intercreditor agreement (and
any other applicable documents, from time to time) satisfactory, in form and substance, to
the Administrative Agent and (m) a Lien in favor of Asta Group, Incorporated, as granted by
the Credit Parties, to secure payment on that certain promissory note, dated April 29, 2008
(together with such other promissory notes as supersede such promissory note, provide that
such successor notes, in the aggregate, do not exceed the original principal amount of such
promissory note, the “Group Promissory Note”), executed by Asta Funding, in favor of Asta
Group, Incorporated, in the original principal amount of $8,226,278 and a certain
indemnification agreement (the “Group Indemnification Agreement”) pursuant to which one or
more of the Credit Parties agrees to indemnify Asta Group, Incorporated (on terms reasonably
satisfactory to the Agent) for any and all losses associated with a pledge of all or a
portion of all of the Group Promissory Note to BMO Capital Markets Corp., as collateral
agent in connection with the Receivables Financing Agreement, provided such Lien is at all
times subordinate to Lien of the Agents and Lenders pursuant to an intercreditor agreement
(and any other applicable documents, from time to time) satisfactory, in form and substance,
to the Administrative Agent.




     “Revolving Loan Commitment” means (a) as to any Lender, the aggregate
commitment of such Lender to make Advances as set forth on Annex J to the Agreement
or in the most recent Assignment Agreement executed by such Lender and (b) as to all
Lenders, the aggregate commitment of all Lenders to make Advances which aggregate commitment
shall not exceed the following amounts: (1) Ninety Million Dollars ($90,000,000) from the
date hereof through March 30, 2009, (2) Eighty-Five Million Dollars ($85,000,000) from March
31, 2009 through June 29, 2009, and (3) Eighty Million Dollars ($80,000,000) from June 30,
2009 and thereafter.



     2.2 Annex J attached to the Credit Agreement is hereby deleted in its entirety and
replaced with the Replacement Annex J attached to this Amendment as Exhibit A.



     2.3 Section 1.1(a)(ii) of the Credit Agreement is amended and restated in its entirety as
follows:



 









 






     (i) Use of Advances to finance Portfolio purchases in excess of $7,500,000 shall
require the consent of the Administrative Agent and use of Advances to finance Portfolio
purchases in excess of $15,000,000 in the aggregate during any 120 day period shall require
the consent of the Requisite Lenders. In connection with such purchases, Borrowers shall
deliver to Administrative Agent and Requisite Lenders, if applicable, the Portfolio Proposal
relating to such purchases. For purposes of this Section 1.1(a)(ii) only, any
Requisite Lenders that have not responded within 4 Business Days of receipt of a request for
their consent for the purchase of Portfolios in excess of $15,000,000 shall be deemed to
have consented to such purchase. Borrowers agree not to intentionally propose, modify or
structure (or permit to be structured) any Portfolio purchases from any one ore more sellers
or its affiliates, whether as a single transaction or a series of transactions, for the
purpose of evading the requirements of this Section 1.1(a)(ii) to obtain the consent
of Administrative Agent or Requisite Lenders, as the case may be. Without limiting the
foregoing, any Portfolio purchase occurring within 120 days of any other Portfolio purchase
or purchases shall be included for purposes of determining whether the consent of the
Administrative Agent or Requisite Lenders is required under this Section 1.1(a)(ii).
Notwithstanding anything in this Section to the contrary, a Borrower may acquire a Rejected
Portfolio having a purchase price in excess of the amount set forth in this Section without
the consent of the Administrative Agent or the Requisite Lenders if the purchase is made
with Borrowers’ own cash or borrowings that are made without including the Rejected
Portfolio as an Eligible New Portfolio in the Borrowing Base, and if the Rejected Portfolio
is subject to a security interest or Lien in favor of Collateral Agent, for the benefit of
itself, the Agents and Lenders, to secure the Obligations. Without conferring approval
rights upon Administrative Agent (except as otherwise provided in this Section
1.1(a)(ii)), the applicable Borrower shall deliver to Administrative Agent, upon
Administrative Agent’s request, such information (as is reasonably available to the
applicable Borrower) relating to the purchase of a Portfolio as Administrative Agent may
reasonably request (including any available Portfolio Acquisition Documents) within a
reasonable period of time following the applicable Borrower’s purchase of such Portfolio.



     2.4 Section 1.4(a) of the Credit Agreement is amended and restated in its entirety as follows:




     (b) Borrowers shall pay interest to Administrative Agent, for the ratable benefit of
Lenders in accordance with the Revolving Loan being made by each Lender, in arrears on each
applicable Interest Payment Date, at the following rates: the Base Rate plus the Applicable
Base Rate Margin per annum or, at the election of Borrower Representative, the applicable
LIBOR Rate plus the Applicable LIBOR Margin per annum, based on the aggregate Advances
outstanding from time to time; provided, however, at no time shall the interest rate under
this Section 1.4(a) be less than five hundred (500) basis points per annum.




     The Applicable Margins through and including the First Adjustment Date shall be plus
one hundred (100) basis points for Base Rate Loans and three hundred (300) basis points for
LIBOR Loans. The Applicable Margins if adjusted as described below, shall be determined in
accordance with the following table:



 









 





	 	 	 	 	 
	 	 	APPLICABLE	 	APPLICABLE
	IF LEVERAGE RATIO IS:	 	BASE RATE MARGIN	 	LIBOR MARGIN
	Less than 1.0 to 1.0

	 	100 basis points
	 	300 basis points
	Greater than or equal to 1.0 to 1.0
but less than 1.25 to 1.0

	 	125 basis points
	 	325 basis points
	Greater than or equal to 1.25 to 1.0

	 	150 basis points
	 	350 basis points







     The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly
basis as determined by Borrowers’ consolidated financial condition for the Fiscal Quarter
then ended, commencing with the delivery of Borrowers’ quarterly unaudited Financial
Statements to Lenders for the Fiscal Quarter ending December 31, 2008 (the “First
Adjustment Date”). All adjustments in the Applicable Margins after the First Adjustment
Date shall be implemented quarterly on a prospective basis, commencing at least 5 days after
the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable)
Financial Statements evidencing the need for an adjustment. Concurrently with the delivery
of those Financial Statements, Borrower Representative shall deliver to Administrative Agent
and Lenders a certificate, signed by its chief financial officer, setting forth in
reasonable detail the basis for the continuance of, or any change in, the Applicable
Margins. Failure to timely deliver such Financial Statements shall, in addition to any
other remedy provided for in this Agreement, result in an increase in the Applicable Margins
to the highest level set forth in the foregoing grid, until the fifth day following the
delivery of those Financial Statements demonstrating that such an increase is not required.
If a Default, which is not reasonably capable of being cured, or Event of Default has
occurred and is continuing at the time any reduction in the Applicable Margins is to be
implemented, that reduction shall be deferred until the first day of the first calendar
month following the date on which such Default, which is not reasonably capable of being
cured, or Event of Default is waived or cured.



     2.5 Article 4 of the Credit Agreement is amended by the addition of new Section 4.3 to read as
follows:




     4.3 Annual Audited Statements. A qualification on the audited Financial
Statements of Asta Funding and its Subsidiaries solely as a result of (a) the Commitment
Termination Date scheduled to occur in less than one year and/or (b) the failure to amend
the Receivables Financing Agreement in connection with the waiver originally provided to
Palisades Acquisition XVI, LLC (“Pal XVI”) dated as of December 1, 2008, shall not be deemed
to violate the reporting requirements set forth in paragraph (b) of Annex E to the Credit
Agreement.



     2.6 Section 6.4(b) of the Credit Agreement is amended by adding “Notwithstanding the
foregoing, no Affiliate which is less than 100% directly or indirectly wholly-owned by Asta or
which is organized outside of the laws of the United States or any State therein shall be required
to join this Agreement.” to the end thereof.



 









 





     2.7 Section 6.4 is amended by adding the following as clause (d) thereto:




     (d) Notwithstanding anything in this Agreement to the contrary, from time to time, one
or more of the Credit Parties (and Non-Credit Party Affiliates) shall be entitled, in their
sole discretion, to make capital contributions from time to time to other Credit Parties and
Non-Credit Party Affiliates for ultimate contribution to Pal XVI for the purpose of funding
costs, expenses and liabilities incurred by Pal XVI relating to litigation and similar
proceedings on the collection and/or sale of the receivable assets owned by Pal XVI (the
amount of such contributions, “Capital Contribution Amounts”); provided, at no time shall
the Capital Contribution Amounts outstanding exceed $500,000; provided, further, that no
Capital Contribution Amount may be made if such proposed Capital Contribution Amount
together with any outstanding Capital Contribution Amounts are greater than the Borrowing
Availability.



     2.8 Section 6.6 of the Credit Agreement is amended and restated in its entirety to read as
follows:




     6.6 Guaranteed Indebtedness. No Credit Party shall create, incur, assume or
permit to exist any Guaranteed Indebtedness except (a) by endorsement of instruments or
items of payment for deposit to the general account of any Credit Party, (b) for Guaranteed
Indebtedness incurred for the benefit of any other Credit Party if the primary obligation is
expressly permitted by this Agreement, (c) the obligations of the Credit Parties pursuant to
a guaranty in favor of BMO Capital Markets Corp. pursuant to which the Credit Parties
guaranty up to $8,000,000 of the obligations of Pal XVI set forth in and evidenced by that
certain Receivables Financing Agreement dated as of March 2, 2007 (the “Receivables
Financing Agreement”) by and among Pal XVI, as borrower, Palisades Collection L.L.C., as
servicer, Fairway Finance Company, LLC, as lender, BMO Capital Markets Corp., as
administrative and collateral agent, and Bank of Montreal, as liquidity agent for the
liquidity providers, provided such obligations are at all times subordinate to payment of
the Obligations of the Credit Parties to the Agents and Lenders pursuant to an intercreditor
agreement (and any other applicable documents, from time to time) satisfactory, in form and
substance, to the Administrative Agent, (d) the obligations of the Credit Parties pursuant
to the Group Promissory Note, the Group Indemnification Agreement and the guaranty in favor
of Asta Group, Incorporated pursuant to which the Credit Parties guaranty the obligations of
Asta Funding under the Group Promissory Note, provided such obligations are at all times
subordinate to payment of the Obligations of the Credit Parties to the Agents and Lenders
pursuant to an intercreditor agreement (and any other applicable documents, from time to
time) satisfactory, in form and substance, to the Administrative Agent and (e) in
connection with Pal XVI, as satisfied by capital contributions Capital Contribution Amounts
pursuant to Section 6.4(d) above.



     2.9 Section 6.10 of the Credit Agreement is amended and restated in its entirety to read as
follows:




     6.10 Financial Covenants. Borrowers shall not breach or fail to comply with
any of the Financial Covenants. Beginning with the fiscal year ending September 30, 2008
(and for each period included in calculating Fixed Charge Coverage Ratio for the



 









 







fiscal year ending September 30, 2008) and continuing thereafter for each reporting
period thereafter (and for each period included in calculating Fixed Charge Coverage Ratio
for such reporting period), EBITDA and Fixed Charges attributable to each of (i) Pal XVI
and (ii) all non-cash impairments of portfolio-related assets in accordance with GAAP shall be
excluded from the computation of the Fixed Charge Coverage Ratio for Asta Funding and its
Subsidiaries, notwithstanding anything contained on Annex G to the contrary.



     2.10 The first sentence of Section 6.20 is amended by added “and each Guarantor joined to this
Agreement may continue to engage in the trade or business in which it was so engaged (and own
assets related thereto) at the time of such joinder.”



     2.11 Clause (b) of Annex E is amended by adding “(or in the case of the end of Fiscal Year
ending September 2008, within 150 days)” after “To Administrative Agent and Lenders, within 90 days
after the end of each Fiscal Year” in the first sentence thereof.



     2.12 The number “1.50” in clause (a) of Annex G is hereby replaced with “1.75”.



     2.13 No Other Modifications. Except as otherwise specifically modified by this Amendment, all
terms, conditions, covenants, rights, duties, obligations and liabilities of the Credit Parties
under the Credit Agreement remain in full force and effect and unmodified.


SECTION 3. REAFFIRMATION OF SECURITY INTEREST.



The Credit Parties acknowledge and agree that the Lien and security interest in the Collateral
granted by the Credit Parties to the Collateral Agent, for the benefit of the Agents and the
Lenders, pursuant to the Collateral Documents is and continues to be first in priority.
Notwithstanding the foregoing, in order to secure payment and performance of all of the Obligations
of the Credit Parties to the Agents and Lenders (including, without limitation, the Obligations
defined in each Security Agreement and the Secured Obligations defined in each Pledge Agreement),
each Credit Party hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers
to the Collateral Agent, for the benefit of the Agents and Lenders, a first-priority Lien and
security interest in and other Lien (as applicable) upon all of its right, title and interest in,
to and under the Collateral (including, without limitation, the Collateral described in each
Security Agreement and the Pledged Collateral described in each Pledge Agreement). The provisions
of this Section 3 are intended to acknowledge the Liens and security interests granted pursuant to
the Collateral Documents. The provisions of this Section 3 shall be deemed to ratify the existing
Liens and security interests of the Collateral Agent, for the benefit of the Agents and the
Lenders, in the Collateral to the extent such Liens and security interests existed prior to the
date hereof, and to create a Lien and security interest to the extent that no Lien or security
interest therein existed in favor of the Collateral Agent, for the benefit of the Agents and the
Lenders.




 









 







SECTION 4. REPRESENTATIONS AND WARRANTIES.




     The execution and delivery of this Amendment and the documents and instruments contemplated by
this Amendment have been duly authorized by all requisite action by or on behalf of the members of
the Credit Parties.


SECTION 5. FEES.




     The Borrowers shall pay to Administrative Agent, for the account of the Lenders, the fees
described in the fee letter of even date herewith.


SECTION 6. COVENANTS.




     6.1 This Amendment shall be governed by the terms and provisions of the Credit Agreement.



     6.2 In the event of a conflict between the terms of this Amendment and the terms of the Credit
Agreement, the terms of this Amendment shall govern and control.



     6.3 The Credit Parties hereby confirm and agree that the terms, conditions, covenants,
guaranties, assurances, promises and provisions contained in the Loan Documents to which each is a
party remain in full force and effect without amendment or modification as a result of this
Amendment and that the obligations, liabilities and duties of the Credit Parties remain unimpaired
as a result of this Amendment and are in full force and effect.



     6.4 In order for this Amendment to become effective, the following conditions must be
satisfied and the following items must be received by Administrative Agent in form and substance
satisfactory to Administrative Agent on or prior to the date that the Credit Parties shall execute
and deliver this Amendment to Lenders:



     A. Amended and Restated Revolving Notes. Duly executed originals of Amended and
Restated Revolving Notes payable to the order of each Revolving Lender dated the date of the
Amendment.



     B. Intercreditor Agreement. Duly executed intercreditor agreement by BMO Capital
Markets Corp., Administrative Agent and Borrower Representative, in form and substance acceptable
to Administrative Agent, with respect to the subordinate Lien in favor of BMO Capital Markets
Corp., as collateral agent, described in paragraph (l) of the definition of Permitted Encumbrances.



     C. Other Documents. Such other information, confirmations, certificates, documents
and agreements respecting any Credit Party as Administrative Agent may, in its reasonable
discretion, request.



     D. Amendment Fee. Administrative Agent, shall have received, on behalf of Lenders, an
executed copy of the fee letter and payment of the amendment fee described therein.


SECTION 7. BINDING EFFECT.




 









 








     The Credit Agreement as modified herein shall be binding upon and shall inure to the benefit
of the members of the Credit Parties and their successors and assigns.


SECTION 8. COUNTERPART EXECUTION; FACSIMILES.




     This Amendment may be executed in one or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the same document. Signature pages may
be detached from the counterparts and attached to a single copy of this Amendment to physically
form one document. Signatures may be exchanged by facsimile, with the original signature to
follow. Each party to this Amendment agrees to be bound by its own faxed signature and to accept
the faxed signature of the other parties to this Amendment.




     
For purposes of clarification and notwithstanding all Lenders’
signatories hereto, certain of the Lenders comprising the
non-Requisite Lender group did not approve the revisions to
Paragraphs 2.9 and 2.11 above, whereby only Requisite Lender approval
was obtained and necessary for such revisions to be effective.



[Signature Pages Follow]




 









 





     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above
written.



	 	 	 
	BORROWERS:

	 	ASTA FUNDING ACQUISITION I, LLC
	 


	 	ASTA FUNDING ACQUISITION II, LLC
	 

	 	PALISADES COLLECTION, L.L.C.
	 

	 	CLIFFS PORTFOLIO ACQUISITION I, LLC
	 

	 	PALISADES ACQUISITION I, LLC
	 

	 	PALISADES ACQUISITION II, LLC
	 

	 	PALISADES ACQUISITION IV, LLC
	 

	 	PALISADES ACQUISITION V, LLC
	 

	 	PALISADES ACQUISITION VI, LLC
	 

	 	PALISADES ACQUISITION VII, LLC
	 

	 	PALISADES ACQUISITION VIII, LLC
	 

	 	PALISADES ACQUISITION IX, LLC
	 

	 	PALISADES ACQUISITION X, LLC
	 

	 	SYLVAN ACQUISITION I, LLC
	 

	 	OPTION CARD, LLC






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gary Stern
	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Gary Stern	 	 
	 	 	Title: Manager	 	 






	 	 	 
	GUARANTORS:

	 	ASTA FUNDING, INC.






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gary Stern
	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Gary Stern	 	 
	 	 	Title: President and Chief Executive Officer	 	 






	 	 	 
	 

	 	COMPUTER FINANCE, LLC
	 

	 	ASTAFUNDING.COM, LLC
	 

	 	ASTA COMMERCIAL, LLC
	 

	 	VATIV RECOVERY SOLUTIONS, LLC
	 

	 	ASTA FUNDING ACQUISITION IV, LLC
	 

	 	PALISADES ACQUISITION XI, LLC
	 

	 	PALISADES ACQUISITION XII, LLC
	 

	 	PALISADES ACQUISITION XIII, LLC
	 

	 	PALISADES ACQUISITION XIV, LLC
	 

	 	PALISADES ACQUISITION XV, LLC
	 

	 	PALISADES ACQUISITION XVII, LLC
	 

	 	PALISADES ACQUISITION XVIII, LLC
	 

	 	CITIZENS LENDING GROUP, LLC
	 

	 	VENTURA SERVICES, LLC






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gary Stern
	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Gary Stern	 	 
	 	 	Title: Manager	 	 





Seventh Amendment to Fourth Amended and Restated Loan Agreement




 









 






	 	 	 
	AGENT:

	 	ISRAEL DISCOUNT BANK OF NEW YORK,
	 

	 	as Administrative Agent, Collateral Agent and
	 

	 	Co-Lead Arranger






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth Lipke	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Kenneth Lipke	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	First Vice President	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jeffrey S. Ackerman	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Jeffrey S. Ackerman	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 





Seventh Amendment to Fourth Amended and Restated Loan Agreement



 









 





	 	 	 
	 

	 	MIDDLE MARKET FINANCE, a division of
	 

	 	MERRILL LYNCH BUSINESS FINANCIAL
	 

	 	SERVICES INC., as Co-Administrative Agent and
	 

	 	Co-Lead Arranger






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Phillip Salter	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Phillip Salter	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 




Seventh Amendment to Fourth Amended and Restated Loan Agreement




 









 








	 	 	 
	LENDERS:

	 	ISRAEL DISCOUNT BANK OF NEW YORK,
	 

	 	as Lender








	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth Lipke	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Kenneth Lipke	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	First Vice President	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jeffrey S. Ackerman	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Jeffrey S. Ackerman	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 








Seventh Amendment to Fourth Amended and Restated Loan Agreement



 









 





	 	 	 
	 

	 	MIDDLE MARKET FINANCE, a division of
	 

	 	MERRILL LYNCH BUSINESS FINANCIAL
	 

	 	SERVICES INC., as Lender






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Phillip Salter	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Phillip Salter	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 





Seventh Amendment to Fourth Amended and Restated Loan Agreement



 









 





	 	 	 
	 

	 	BMO CAPITAL MARKETS FINANCING, INC.,
	 

	 	as Lender






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Heather L. Turf	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Heather L. Turf	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 





Seventh Amendment to Fourth Amended and Restated Loan Agreement



 









 





	 	 	 
	 

	 	BANK LEUMI USA, as Lender






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Le Clair	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	John Le Clair	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 





Seventh Amendment to Fourth Amended and Restated Loan Agreement



 









 





	 	 	 
	 

	 	THE BERKSHIRE BANK, as Lender






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ira A. Mermelstein	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Ira A. Mermelstein	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 





Seventh Amendment to Fourth Amended and Restated Loan Agreement



 









 






	 	 	 
	 

	 	SIGNATURE BANK, as Lender






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas J. D’Antona	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Thomas J. D’Antona	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Title:	 	Senior Vice President & Senior
Lender	 	 
	 

	 	 	 	 	 	 





Seventh Amendment to Fourth Amended and Restated Loan Agreement



 









 






	 	 	 
	 

	 	PROVIDENT BANK, as Lender






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ronald Romeo	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Name:	 	Ronald Romeo	 	 
	 

	 	 	 	 	 	 
	 

	 	Print Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 





Seventh Amendment to Fourth Amended and Restated Loan Agreement




 









 








EXHIBIT A

TO SEVENTH AMENDMENT TO

FOURTH AMENDED AND RESTATED LOAN AGREEMENT




REPLACEMENT ANNEX J 




(from Annex A — Commitments definition)

to

FOURTH AMENDED AND RESTATED LOAN AGREEMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Revolving Loan	 	Revolving Loan	 	 
	 	 	Commitment as	 	Commitment as	 	Revolving Loan
	 	 	of December 31,	 	of March 31,	 	Commitment as
	 	 	2008 through	 	2009 through	 	of June 30, 2009
	Lender	 	March 30, 2009	 	June 29, 2009	 	and thereafter
	Israel Discount
Bank of New York
	 	$	23,142,857.14	 	 	$	21,857,142.86	 	 	$	20,571,428.58	 
	Middle Market
Finance, a division
of Merrill Lynch
Business Financial
Services Inc.
	 	$	15,428,571.43	 	 	$	14,571,428.57	 	 	$	13,714,285.71	 
	Bank Leumi USA
	 	$	10,285,714.29	 	 	$	9,714,285.71	 	 	$	9,142,857.14	 
	BMO Capital Markets
Financing, Inc.
	 	$	18,000,000.00	 	 	$	17,000,000.00	 	 	$	16,000,000.00	 
	The Berkshire Bank
	 	$	5,142,857.14	 	 	$	4,857,142.86	 	 	$	4,571,428.57	 
	Signature Bank
	 	$	10,285,714.29	 	 	$	9,714,285.71	 	 	$	9,142,857.14	 
	Provident Bank
	 	$	7,714,285.71	 	 	$	7,285,714.29	 	 	$	6,857,142.86	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	$	90,000,000.00	 	 	$	85,000,000.00	 	 	$	80,000,000.00	 





Seventh Amendment to Fourth Amended and Restated Loan Agreement