EX-10.20






Exhibit 10.20




FORM OF REVOLVING NOTE




			
	 	 	 
	February 20, 2009
	 	New York, New York
	    
          
        
       	 	 






          FOR VALUE RECEIVED, the undersigned, 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 (collectively referred to as “Borrowers”), HEREBY PROMISE TO PAY to the
order of                     , a New York banking corporation (“Lender”), at the offices of
                    , a New York banking corporation, as Administrative Agent for Lenders
(“Administrative Agent”), at its address at                     , or at such other
place as Administrative Agent may designate from time to time in writing, in lawful money of the
United States of America and in immediately available funds, the amount of                      or, if less,
the aggregate unpaid amount of all Advances made at any time to the undersigned under the “Loan
Agreement” (as hereinafter defined), plus interest on the unpaid balance as provided in the Loan
Agreement. All capitalized terms used but not otherwise defined herein have the meanings given to
them in the Loan Agreement or in Annex A attached thereto.




     This Revolving Note (“Note”) is one of the Revolving Notes issued pursuant to that
certain Fourth Amended and Restated Loan Agreement dated as of July 11, 2006, by and among
Borrowers, the other Credit Parties signatory thereto, Administrative Agent, and the other Agents
and Lenders signatory thereto from time to time (including all annexes, exhibits and schedules
thereto, and as from time to time amended, restated, supplemented or otherwise modified,
collectively, the “Loan Agreement”), and is one of the Revolving Notes given in renewal of
and substitution for various Revolving Notes payable to the order of Lender. This Note is entitled
to the benefit and security of the Loan Agreement, the Collateral Documents and all of the other
Loan Documents referred to therein. Reference is hereby made to the Loan Agreement for a statement
of all of the terms and conditions under which the Revolving Loans evidenced hereby are made and
are to be repaid. The date and amount of each Advance made by Lenders to Borrowers, the rates of
interest applicable thereto and each payment made on account of the principal thereof, shall be
recorded by Administrative Agent on its books in accordance with the terms of the Loan Agreement;
provided that the failure of Administrative Agent to make any such recordation shall not affect the
obligations of Borrowers to make a payment when due of



 









 




any amount owing under the Loan Agreement or this Note in respect of the Advances made by
Lender to Borrowers.




          The principal amount of the indebtedness evidenced hereby shall be payable in the amounts and
on the dates specified in the Loan Agreement, the terms of which are hereby incorporated herein by
reference. Interest thereon shall be paid until such principal amount is paid in full at such
interest rates and at such times, and pursuant to such calculations, as are specified in the Loan
Agreement. The entire unpaid balance shall be immediately due and payable in full on the
Commitment Termination Date.




          If any payment on this Note becomes due and payable on a day other than a Business Day, the
maturity thereof shall be extended to the next succeeding Business Day (except as set forth in the
definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be
payable at the then applicable rate during such extension.




          This Note is secured by the Collateral. Borrowers shall have no right to prepay this Note,
except as expressly permitted or required under the Loan Agreement.




          Upon the occurrence and during the continuance of any Default, which is not reasonably capable
of being cured, or Event of Default, this Note may, when and as provided in the Loan Agreement, and
without demand, notice or legal process of any kind, be declared, and immediately shall become, due
and payable.




          Time is of the essence of this Note.




          In the event of any conflict between the terms of this Note and the terms of the Loan
Agreement, the terms of the Loan Agreement shall prevail. All of the terms, covenants, provisions,
conditions, stipulations, promises and agreements contained in the Loan Agreement to be kept,
observed and/or performed by the undersigned are made a part of this Note and are incorporated into
this Note by this reference to the same extent and with the same force and effect as if they were
fully set forth in this Note; the undersigned promise and agree to keep, observe and perform them
or cause them to be kept, observed and performed, strictly in accordance with the terms and
provisions thereof.




          Each party liable on this Note in any capacity, whether as maker, endorser, surety, guarantor
or otherwise, (i) waives presentment for payment, demand, protest and notice of presentment, notice
of protest, notice of non-payment and notice of dishonor of this debt and each and every other
notice of any kind respecting this Note and all lack of diligence or delays in collection or
enforcement hereof; (ii) agrees that Lender at any time or times, without notice to the undersigned
or its consent, may grant extensions of time, without limit as to the number of the aggregate
period of such extensions, for the payment of any principal, interest or other sums due hereunder;
(iii) to the extent permitted by law, waives all exemptions under the laws of the State of New York
and/or any state or territory of the United States; (iv) to the extent permitted by law, waives the
benefit of any law or rule of law intended for its advantage or protection as an obligor under this
Note or providing for its release or discharge from liability on this Note, in whole or in part, on
account of any facts or circumstances other than full and complete payment of all amounts due under
this Note; and (v) in accordance with, and to the extent provided in, the



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Loan Agreement, agrees to pay, in addition to all other sums of money due, all cost of
collection and attorney’s fees, whether suit be brought or not, if this Note is not paid in full
when due, whether at the stated maturity or by acceleration.




          If any term, provision, covenant or condition of this Note or the application of any term,
provision, covenant or condition of this Note to any party or circumstance shall be found by a
court of competent jurisdiction to be, to any extent, invalid or unenforceable, then the remainder
of this Note and the application of such term, provision, covenant, or condition to parties or
circumstances other than those as to which it is held invalid or unenforceable, shall not be
affected thereby, and each term, provision, covenant or condition shall be valid and enforced to
the fullest extent permitted by law. Upon determination that any such term, provision, covenant or
condition is invalid, illegal or unenforceable, Lender may, but is not obligated to, advance funds
to Borrowers under this Note until Borrowers and Lender amend this Note so as to effect the
original intent of the parties as closely as possible in a valid and enforceable manner.




          Except as provided in the Loan Agreement, this Note may not be assigned by Lender to any
Person.




          THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE.




[SIGNATURE PAGE FOLLOWS]




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



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/ Mitchell Cohen
	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Mitchell Cohen	 	 
	 	 	Title: Manager