Exhibit 10.1
May 10, 2006
Palisades Collection, L.L.C.
210 Sylvan Avenue
Englewood Cliffs, NJ 07632
Attention: Gary Stern
Re: Third Amended and Restated Loan and Security Agreement dated as of
May 11, 2004 (as amended, modified, supplemented or restated from
time to time, the "Credit Agreement")
Dear Mr. Stern:
Reference is made to the Credit Agreement dated as of May 11, 2004, as
amended, by and among (a) Asta Funding Acquisition I, LLC, a Delaware limited
liability company, Asta Funding Acquisition II, LLC, 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
Collection, L.L.C., a Delaware limited liability company, and Cliffs Portfolio
Acquisition I, LLC, a Delaware limited liability company, (sometimes
collectively referred to herein as "Borrowers" and individually as a
"Borrower"); (b) Asta Funding, Inc., a Delaware corporation, Computer Finance,
LLC, a Delaware limited liability company and AstaFunding.com, LLC, a Delaware
limited liability company, Asta Commercial, LLC, a Delaware limited liability
company (collectively, "Guarantors"); "), (c) 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, Option Card,
LLC, a Colorado limited liability company, Sylvan Acquisition I, LLC, a Delaware
limited liability company, and Vativ Recovery Solutions, LLC, a Texas limited
liability company (collectively, the "Additional Credit Parties"), as additional
Guarantors, and (d) Israel Discount Bank of New York, a New York banking
corporation (individually, "Agent") for itself, as a lender, and as agent for
the other lenders signatory hereto (collectively referred to herein as
"Lenders") from time to time. Capitalized terms used but not specifically
defined herein shall have the meaning provided for such terms in the Loan
Agreement.
The purpose of this letter is to confirm that the Lenders have reviewed the
request of the Credit Parties for a temporary extension of the Commitment
Termination Date from May 11, 2006 until July 11, 2006 and have agreed to amend
the Credit Agreement as set forth herein. As of the date of this letter, the
definition of Commitment Termination Date, as set forth on Annex A to the Credit
Agreement is amended and restated in its entirety to read as follows:
"Commitment Termination Date" means the earliest of (a) July
11, 2006, (b) the date of termination of Lenders' obligations to make
Advances or permit the existing Revolving Loan to remain outstanding
pursuant to Section 8.2(b), and (c) the date of indefeasible prepayment
in full by Borrowers of the Revolving Loan, and the permanent reduction
of all Commitments to zero dollars ($0).
Except as otherwise specifically modified by this letter, all terms, conditions,
covenants, rights, duties, obligations and liabilities of the Borrower Parties
under the Credit Agreement remain in full force and effect and unmodified.
Kindly indicate your agreement with the terms of this letter by signing in the
space provided below. By signing in the space provided below, Guarantors and
Additional Credit Parties hereby confirm and agree that the terms, conditions,
covenants, guaranties, assurances, promises and provisions contained in the
Guaranties and the other 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 Guarantors and Additional
Credit Parties remain unimpaired as a result of this Amendment and are in full
force and effect.
This letter will become effective upon execution by each of the parties listed
below and delivery of an executed copy by each such party to Agent. This letter
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 letter to physically form one document. Signatures may be exchanged
by facsimile, with the original signature to follow. Each party to this letter
agrees to be bound by its own faxed signature and to accept the faxed signature
of the other parties to this letter.
Very truly yours,
ISRAEL DISCOUNT BANK OF NEW YORK,
as Agent
By: /s/ James Jordon
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Print Name: James Jordon
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Print Title: Vice President
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By: /s/ Roy Grossman
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Print Name: Roy Grossman
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Print Title: Senior Vice President
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BORROWERS: ASTA FUNDING ACQUISITION I, LLC
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By: /s/ Gary Stern
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Name: Gary Stern
Title: Manager
ASTA FUNDING ACQUISITION II, LLC
By: /s/ Gary Stern
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Name: Gary Stern
Title: Manager
PALISADES COLLECTION, L.L.C.
By: /s/ Gary Stern
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Name: Gary Stern
Title: Manager
PALISADES ACQUISITION I, LLC
By: /s/ Gary Stern
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Name: Gary Stern
Title: Manager
PALISADES ACQUISITION II, LLC
By: /s/ Gary Stern
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Name: Gary Stern
Title: Manager
PALISADES ACQUISITION IV, LLC
By: /s/ Gary Stern
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Name: Gary Stern
Title: Manager
CLIFFS PORTFOLIO ACQUISITION I, LLC
By: /s/ Gary Stern
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Name: Gary Stern
Title: Manager
Signature page to Letter Agreement dated May 10, 2006 - IDB/Asta
GUARANTORS: ASTA FUNDING, INC.
- ----------
By: /s/ Gary Stern
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Name: Gary Stern
Title: President & CEO
COMPUTER FINANCE, LLC
By: /s/ Gary Stern
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Name: Gary Stern
Title: Manager
ASTAFUNDING.COM, LLC
By: /s/ Gary Stern
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Name: Gary Stern
Title: Manager
ASTA COMMERCIAL, LLC
By: /s/ Gary Stern
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Name: Gary Stern
Title: Manager
ADDITIONAL
CREDIT PARTIES: PALISADES ACQUISITION V, LLC
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By: /s/ Gary Stern
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Name: Gary Stern
Title: Manager
PALISADES ACQUISITION VI, LLC
By: /s/ Gary Stern
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Name: Gary Stern
Title: Manager
PALISADES ACQUISITION VII, LLC
By: /s/ Gary Stern
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Name: Gary Stern
Title: Manager
Signature page to Letter Agreement dated May 10, 2006 - IDB/Asta
PALISADES ACQUISITION VIII, LLC
By: /s/ Gary Stern
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Name: Gary Stern
Title: Manager
PALISADES ACQUISITION IX, LLC
By: /s/ Gary Stern
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Name: Gary Stern
Title: Manager
PALISADES ACQUISITION X, LLC
By: /s/ Gary Stern
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Name: Gary Stern
Title: Manager
OPTION CARD, LLC
By: /s/ Gary Stern
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Name: Gary Stern
Title: Manager
SYLVAN ACQUISITION I, LLC
By: /s/ Gary Stern
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Name: Gary Stern
Title: Manager
VATIV RECOVERY SOLUTIONS LLC
By: /s/ Gary Stern
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Name: Gary Stern
Title: Manager
Signature page to Letter Agreement dated May 10, 2006 - IDB/Asta
ISRAEL DISCOUNT BANK OF NEW YORK,
as a Lender
By: /s/ James Jordon
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Print Name: James Jordon
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Print Title: Vice President
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By:/s/ Roy Grossman
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Print Name: Roy Grossman
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Print Title: Senior Vice President
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Signature page to Letter Agreement dated May 10, 2006 - IDB/Asta
MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.
By: /s/ Patrick McCarthy
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Print Name: Patrick McCarthy
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Print Title: Vice President
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Signature page to Letter Agreement dated May 10, 2006 - IDB/Asta
HARRIS N.A.
By: /s/ Robert G. Bomben
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Print Name: Robert G. Bomben
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Print Title: Vice President
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Signature page to Letter Agreement dated May 10, 2006 - IDB/Asta
BANK LEUMI USA
By: /s/ Mary Ellen Bianco
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Print Name: Mary Ellen Bianco
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Print Title: Vice President
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Signature page to Letter Agreement dated May 10, 2006 - IDB/Asta
THE BERKSHIRE BANK
By: /s/ Ira A. Mermelstein
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Print Name: Ira A. Mermelstein
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Print Title: Vice President
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Signature page to Letter Agreement dated May 10, 2006 - IDB/Asta