Exhibit 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT is made as of June 26, 2003, by and between MRC RECEIVABLES CORPORATION, a Delaware corporation (the “Borrower”), and CFSC CAPITAL CORP. VIII, a Delaware corporation (the “Lender”). Recitals WHEREAS, the Borrower and the Lender have entered into a Credit Agreement dated as of December 20, 2000 (the “Credit Agreement”), pursuant to which the Lender agreed to consider making financing available to the Borrower from time to time to finance the Borrower’s purchase of pools of charged off credit card accounts and other delinquent or deficiency consumer obligations. WHEREAS, the Borrower has requested that the Lender enter into this First Amendment to Credit Agreement (the“First Amendment”) to (i) permit the Borrower to withhold from Asset Pool Proceeds (as defined in the Credit Agreement) prior to the deposit of Asset Pool Proceeds in the Collateral Account all amounts due and payable to it pursuant to Sections 2.8(f), (j) and (l) of the Credit Agreement, and (ii) permit the Servicer (as defined in the Credit Agreement) to withhold its Servicing Fees (as defined in the Credit Agreement) and Legal Outsourcing Management Fees (as defined in that certain Second Amendment to Servicing Agreement among the Servicer, the Borrower and the Lender dated as of the date hereof (the “Servicing Amendment”)) from Asset Pool Proceeds prior to the deposit of Asset Pool Proceeds in the Collateral Account. WHEREAS, the Lender has agreed to permit such netting of amounts payable to the Borrower and of Servicing Fees and Legal Outsourcing Management Fees pursuant to the terms and subject to the conditions set forth in the Credit Agreement and this First Amendment and the Servicing Amendment. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the Lender and the Borrower hereby agree as follows: 1. Definitions. The terms defined in the preamble hereto shall have the meanings therein assigned to them, and all other defined terms used in this First Amendment shall have the meanings assigned to them in the Credit Agreement, unless otherwise specified herein. Section 1.1 of the Credit Amendment shall be amended by adding the following defined term: “Borrower Payments” shall mean all sums due and payable to the Borrower pursuant to Section 2.8(f), (j) and (l). “Legal Outsourcing Management Fees” shall have the meaning designated in the Servicing Amendment.
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2. Netting of Servicing Fees and Legal Outsourcing Management Fees. So long as no Default, Event of Default, Asset Pool Shortfall or Termination Event has occurred, until the Lender delivers to the Servicer written notice withdrawing the consent granted pursuant to the Servicing Amendment, no Servicing Fees or Legal Outsourcing Management Fees shall be payable to the Servicer pursuant to Section 2.8 of the Credit Agreement but shall instead be payable to the Servicer in accordance with the Servicing Amendment. 3. Netting of Borrower Payments. So long as no Default, Event of Default, Asset Pool Shortfall or Termination Event has occurred, until the Lender delivers to the Borrower written notice withdrawing the consent hereby granted, the Borrower may, with respect to a particular Asset Pool and otherwise in accordance with the terms and provisions of the Credit Agreement, without further authorization from the Lender and prior to the deposit of Asset Pool Proceeds in the Collateral Account, pay directly to itself (and the Servicer is hereby authorized to make such disbursement) from the Servicer’s Collection Account all Borrower Payments earned with respect to that Asset Pool that are due and payable to the Borrower; provided, however, that Asset Pool Proceeds collected with respect to a particular Asset Pool shall be used only to pay Borrower Payments earned with respect to that Asset Pool and shall not be used to pay Borrower Payments earned with respect to any other Asset Pool. 4. Accounting for Borrower Payments. The Borrower shall cause the Servicer to provide to the Lender on each Distribution Date, for each Asset Pool, a separate detailed accounting of all Borrower Payments actually incurred and paid to the Borrower for the immediately preceding Distribution Period, which accounting shall be certified by the signature of a duly authorized officer of each of the Borrower and the Servicer. In the event that the amounts paid exceed or fall short of the Borrower Payments actually due and payable pursuant to the Credit Agreement for such preceding Distribution Period, an appropriate adjustment shall be made by disbursements approved in writing by the Lender pursuant to Section 2.8 of the Credit Agreement. 5. Withdrawal of Consent. The Lender may withdraw its consent granted pursuant to this First Amendment for any reason or for no reason, at its sole discretion. Such consent shall be deemed withdrawn immediately upon the delivery of written notice thereof by telecopier as provided pursuant to Section 7.2 of the Servicing Agreement or Section 9.4 of the Credit Agreement, as applicable. From and after delivery of such a withdrawal notice, the Servicing Fees, Legal Outsourcing Management Fees and Borrower Payments shall be due and payable only pursuant to a Distribution Request duly approved by the Lender in accordance with Section 2.8 of the Credit Agreement, it being hereby agreed that all Legal Outsourcing Management Fees shall then be paid pursuant to Section 2.8 of the Credit Agreement pari passu with all Servicing Fees.
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6. Representations and Warranties; No Default; Authority. The Borrower represents and warrants to the Lender that all of the representations and warranties of the Borrower in the Credit Agreement are true as of the date of this First Amendment and that no Default has occurred pursuant to the Credit Agreement or any Loan Document. The Borrower has full authority to enter into this First Amendment. This First Amendment will not violate the terms and provisions of any other contract to which the Borrower or any of its Affiliated Parties is a party. 7. No Waiver; Effect of Amendment. The terms and provisions of the Credit Agreement, as amended hereby, shall remain in full force and effect, and the parties hereto agree that this First Amendment shall not be and is not intended to constitute a waiver of any of the terms and provisions of the Credit Agreement. 8. Governing Law. This First Amendment shall be governed by and construed in accordance with the laws of the State of Minnesota. 9. Counterpart Signatures. This First Amendment may be executed in counterpart originals, all of which, when combined, shall constitute one document binding on all of the parties hereto. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment effective as of the date first above written. MRC RECEIVABLES CORPORATION (Borrower) By: /s/ Carl C. Gregory, III Name: Carl C. Gregory, III Title: President & CEO CFSC CAPITAL CORP. VIII (Lender) By: /s/ Jeffrey Parker Name: Jeffrey Parker Title: President [Signature Page to First Amendment to Credit Agreement]
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