Fourth Amendment Exhibit 10.1






FOURTH AMENDMENT TO CREDIT AGREEMENT 


This FOURTH Amendment to Credit Agreement (this “Amendment”) is entered into as of June 2, 2015, among PRA GROUP, INC. (f/k/a Portfolio Recovery Associates, Inc.), a Delaware corporation (“PRA”, or the “Borrower”), the Guarantors, the Lenders party hereto constituting Required Lenders and BANK OF AMERICA, N.A., as Administrative Agent. 


Recitals


PRA, the Guarantors, the Lenders, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, are party to that certain Credit Agreement dated as December 19, 2012 (as amended, supplemented, modified and in effect from time to time, the “Credit Agreement”), pursuant to which the Lenders agreed to provide a senior credit facility to the Borrower.  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.
PRA and the Guarantors have requested that the Administrative Agent and the Lenders agree to certain amendments to the Credit Agreement as set forth herein.  The Administrative Agent and the Lenders set forth below are willing to agree to such amendments to the Credit Agreement on the terms and subject to the conditions hereinafter set forth.


In consideration of the foregoing recitals and the mutual covenants herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, PRA, the Guarantors, the Lenders party hereto and the Administrative Agent hereby agree as follows:


ARTICLE I
AMENDMENT TO CREDIT AGREEMENT
Subject to the satisfaction of the conditions precedent set forth in Article II, the definition of “Change of Control” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
“Change of Control” means the occurrence of any of the following events:


(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% of the Equity Interests of PRA entitled to vote for members of the board of directors or equivalent governing body of PRA on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); 


(b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of PRA cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by 









individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or


(c) if any Designated Borrower Revolving Commitments remain in effect and/or any Designated Borrower Revolving Loans are outstanding, the Designated Borrower shall cease to be a Wholly Owned Subsidiary (either directly or indirectly) of PRA.
        
ARTICLE II
CONDITIONS TO EFFECTIVENESS
The Amendment set forth in Article I shall become effective on the date first written above (the “Fourth Amendment Effective Date”),  when the following conditions have been met:
1.    Counterparts.  Receipt by the Administrative Agent of counterparts of this Amendment executed on behalf of the Borrower, the Guarantors, the Administrative Agent and the Required Lenders.
2.    Fees.  Receipt by the Administrative Agent of all fees and expenses due and owing in connection with this Amendment, including, without limitation, the legal fees and expenses of Moore & Van Allen PLLC, counsel to the Administrative Agent.  
ARTICLE III
MISCELLANEOUS
1.    Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
2.    Counterparts.  This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment.
3.    Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
4.    Full Force and Effect; Limited Amendment.  Except as expressly amended hereby, all of the representations, warranties, terms, covenants, conditions and other provisions of the Credit Agreement and the other Loan Documents shall remain unchanged and shall continue to be, and shall remain, in full force and effect in accordance with their respective terms and Borrower and each Guarantor confirms, reaffirms and ratifies all such documents and agrees to perform and comply with the terms and conditions of the Credit Agreement, as amended hereby, and the other Loan Documents.  The amendments set forth herein shall be limited precisely as provided for herein to the provisions expressly amended herein and shall not be deemed to be an amendment to, waiver of, consent to or modification of any other term or provision of the Credit Agreement or any other Loan Document or of any transaction or further or future action on the part of any Loan Party which would require the consent of the Lenders under the Credit Agreement or any of the Loan Documents.









5.    Representations and Warranties.  To induce the Administrative Agent and the Lenders to execute and deliver this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and the Lenders on the Fourth Amendment Effective Date that no Default or Event of Default exists and all statements set forth in Section 5.02(a) of the Credit Agreement are true and correct in all material respects as of such date, except to the extent that any such statement expressly relates to an earlier date (in which case such statement was true and correct in all material respects on and as of such earlier date).
[SIGNATURE PAGES FOLLOW]









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




PRA GROUP, INC. (f/k/a Portfolio Recovery Associates, Inc.)
	
		
	By:
	/s/ Judith Scott

	 
	Name : Judith Scott

	 
	Title: EVP and General Counsel






PORTFOLIO RECOVERY ASSOCIATES, LLC
	
		
	By:
	/s/ Judith Scott

	 
	Name : Judith Scott

	 
	Title: Member’s Representative 






PRA RECEIVABLES MANAGEMENT, LLC
	
		
	By:
	/s/ Judith Scott

	 
	Name : Judith Scott

	 
	Title: Member’s Representative 






PRA AUTO FUNDING, LLC
	
		
	By:
	/s/ Michael J. Petit

	 
	Name : Michael J. Petit

	 
	Title: Manager






PRA HOLDING I, LLC
	
		
	By:
	/s/ Judith Scott

	 
	Name : Judith Scott

	 
	Title: Member’s Representative 






PRA HOLDING II, LLC
	
		
	By:
	/s/ Judith Scott

	 
	Name : Judith Scott

	 
	Title: Member’s Representative 






PRA HOLDING III, LLC
	
		
	By:
	/s/ Judith Scott

	 
	Name : Judith Scott

	 
	Title: Member’s Representative 













PRA HOLDING IV, LLC
	
		
	By:
	/s/ Judith Scott

	 
	Name : Judith Scott

	 
	Title: Member’s Representative 






CLAIMS COMPENSATION BUREAU, LLC


	
		
	By:
	/s/ Judith Scott

	 
	Name : Judith Scott

	 
	Title: Member’s Representative 






PRA GOVERNMENT SERVICES, LLC
	
		
	By:
	/s/ Judith Scott

	 
	Name : Judith Scott

	 
	Title: Member’s Representative 






MUNISERVICES, LLC
	
		
	By:
	/s/ Judith Scott

	 
	Name : Judith Scott

	 
	Title: Member’s Representative 






PRA PROFESSIONAL SERVICES, LLC
	
		
	By:
	/s/ Judith Scott

	 
	Name : Judith Scott

	 
	Title: Member’s Representative 






PRA FINANCIAL SERVICES, LLC
	
		
	By:
	/s/ P. Kent McCammon

	 
	Name : P. Kent McCammon

	 
	Title: Manager






PLS HOLDING I, LLC
	
		
	By:
	/s/ Steven C. Roberts

	 
	Name : Steven C. Roberts

	 
	Title: Manager















PRA HOLDING II, LLC
	
		
	By:
	/s/ Steven C. Roberts

	 
	Name : Steven C. Roberts

	 
	Title: Manager






PRA LOCATION SERVICES
By: PLS Holding I, LLC, its General Partner
	
		
	By:
	/s/ Steven C. Roberts

	 
	Name : Steven C. Roberts

	 
	Title: Manager

















BANK OF AMERICA, N.A., as Administrative Agent


	
		
	By:
	/s/ Renee Marion

	 
	Name : Renee Marion

	 
	Title: Assistant Vice President






BANK OF AMERICA, N.A., as a Lender


	
		
	By:
	/s/ Jundie Cadiena

	 
	Name : Jundie Cadiena

	 
	Title: Senior Vice-President






KEYBANK NATIONAL ASSOCIATION, as a Lender


	
		
	By:
	/s/ James Cribbet

	 
	Name : James Cribbet

	 
	Title: Senior Vice President






SUNTRUST BANK, as a Lender


	
		
	By:
	/s/ Paula Mueller

	 
	Name : Paula Mueller

	 
	Title: Director






WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender


	
		
	By:
	/s/ Paula Smith

	 
	Name : Paula Smith

	 
	Title: Senior Vice President






CAPITAL ONE, N.A., as a Lender


	
		
	By:
	/s/ William A. Casey

	 
	Name : William A. Casey

	 
	Title: SVP






XENITH BANK, as a Lender


	
		
	By:
	/s/ Bradley D. Nott

	 
	Name : Bradley D. Nott

	 
	Title: Senior Vice President















RAYMOND JAMES BANK, N.A., as a Lender


	
		
	By:
	/s/ Jason Williams

	 
	Name : Jason Williams

	 
	Title: Vice President






BANK OF HAMPTON ROADS, as a Lender


	
		
	By:
	/s/ P. Kelley Gowen

	 
	Name : P. Kelley Gowen

	 
	Title: S.V.P.






CITIZENS BANK OF PENNSYLVANIA, as a Lender


	
		
	By:
	/s/ David W. Dinella

	 
	Name : David W. Dinella

	 
	Title: Senior Vice President






UNION BANK & TRUST, as a Lender


	
		
	By:
	/s/ Debbie H. Young

	 
	Name : Debbie H. Young

	 
	Title: SVP






DNB CAPITAL LLC,  as a Lender


	
		
	By:
	/s/ Nikolai A. Nachamkin

	 
	Name : Nikolai A. Nachamkin

	 
	Title: Senior Vice President






	
		
	By:
	/s/ Colleen Durkin

	 
	Name : Colleen Durkin

	 
	Title: Senior Vice President






FIFTH THIRD BANK, as a Lender


	
		
	By:
	/s/ J. David Izard

	 
	Name : J. David Izard

	 
	Title: Vice President

















ING CAPITAL LLC,  as a Lender


	
		
	By:
	/s/ Mary Forstner

	 
	Name : Mary Forstner

	 
	Title: Director






	
		
	By:
	/s/ Jonathan Banks

	 
	Name : Jonathan Banks

	 
	Title: Managing Director






FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as a Lender


	
		
	By:
	/s/ Keith A. Sherman

	 
	Name : Keith A. Sherman

	 
	Title: Senior Vice President






ISRAEL DISCOUNT BANK OF NEW YORK,  as a Lender


	
		
	By:
	/s/ Victor Alarcon

	 
	Name : Victor Alarcon

	 
	Title: First Vice President






	
		
	By:
	/s/ Barry Solomon

	 
	Name : Barry Solomon

	 
	Title: First Vice President