Common use of Amendment and Restatement; No Novation Clause in Contracts

Amendment and Restatement; No Novation. This Agreement amends, restates and replaces the Prior Agreement, and is not intended to constitute a novation of the obligations thereunder. * * * * * If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, ENCORE CAPITAL GROUP, INC. By: /S/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President & Chief Executive Officer The foregoing is hereby agreed to as of the date thereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /S/ Xxxxxxx Xxxxxxxx Vice President PRUCO LIFE INSURANCE COMPANY By: /S/ Xxxxxxx Xxxxxxxx Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., investment manager By: /S/ Xxxxxxx Xxxxxxxx Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Prudential Investment Management, Inc., investment manager By: /S/ Xxxxxxx Xxxxxxxx Vice President Each of the undersigned Guarantors consents to the amendments effected in this Amended and Restated Senior Secured Note Purchase Agreement (including the sale and purchase of the 2011 Notes) and the transactions contemplated hereby, reaffirms its obligations under the Multiparty Guaranty and its waivers, as set forth in the Multiparty Guaranty, of each and every one of the possible defenses to such obligations. In addition, the undersigned Guarantor reaffirms that its obligations under the Multiparty Guaranty are separate and distinct from the Company’s obligations. ASCENSION CAPITAL GROUP, INC., a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND CREDIT MANAGEMENT, INC., a Kansas corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President & Chief Executive Officer MIDLAND FUNDING LLC, a Delaware limited liability company By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND FUNDING NCC-2 CORPORATION, a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND INTERNATIONAL LLC, a Delaware limited liability company By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND PORTFOLIO SERVICES, INC., a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MRC RECEIVABLES CORPORATION, a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND INDIA LLC, a Minnesota limited liability company By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Assistant Secretary [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. SCHEDULE A PURCHASER SCHEDULE Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Name in Which Notes are to be Registered THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration Numbers; Original Principal Amounts [*] Payment on Account of Notes Method: Federal Funds Wire Transfer Account Information: [*] Account No.: [*] Account No.: [*] Re: (See “Accompanying information” below) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, Inc. 7.375% Senior Secured Notes due 2018 Each such wire transfer shall also set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Name: [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Title: Vice President Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUCO LIFE INSURANCE COMPANY Name in Which Notes are to be Registered PRUCO LIFE INSURANCE COMPANY Note Registration Numbers; Principal Amounts [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA No.: [*] Account No.: [*] Account Name: [*] Re: (see “Accompanying Information” below) Accompanying Information Name of Company: Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Each such wire transfer shall also set forth the due date and application (as among principal, interest, and Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments Pruco Life Insurance Company c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions PRUCO LIFE INSURANCE COMPANY By: Name: Title: Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Purchaser Name PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Name in Which Notes are to be Registered PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Note Registration Numbers; Principal Amounts [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA No.: [*] Account No.: [*] Account No.: [*] Re: (See “Accompanying information” below) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, Inc. 7.375% Senior Secured Notes due 2018 Each such wire transfer shall also set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments Prudential Retirement Insurance and Annuity Company c/o Prudential Investment Management, Inc. Private Placement Trade Management PRIAC Administration Gateway Center Four, 7th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Address for All Other Notices Prudential Retirement Insurance and Annuity Company c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., investment manager By: Name: Title: Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION Note Registration Number; Principal Amount [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA # [*] Acct. # [*] Acct Name: [*] Re: (See “Accompanying Information” below) Accompanying Information Name of Obligors: Description of Security: PPN: Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 292554 A*3 Due date and application (as among principal, Make-Whole Amount and interest) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Billings and Collections Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Managing Director Fax: 000-000-0000 Recipient of telephonic prepayment notices Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Instructions re Delivery of Notes Send physical security by nationwide overnight delivery service to: Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. SCHEDULE B

Amendment and Restatement; No Novation. This Agreement amends, restates constitutes an amendment and replaces restatement of the Prior Existing Security Agreement, and is effective from and after the Closing Date. The execution and delivery of this Agreement shall not intended to constitute a novation of any obligations owing to the obligations thereunderLenders or the Administrative Agent under the Existing Security Agreement or the Existing Credit Agreement. * * * * * If you are On the Closing Date, each of the security interests granted under the Existing Security Agreement, as perfected pursuant to the terms thereof, shall remain and continue (as amended, supplemented, modified and restated by the terms of this Agreement) in agreement full force and effect with respect to the foregoing, please sign Secured Obligations. Each of the form of agreement on parties hereto has caused a counterpart of this Agreement to be duly executed and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, ENCORE CAPITAL GROUP, INC. By: /S/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President & Chief Executive Officer The foregoing is hereby agreed to delivered as of the date thereoffirst above written. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /S/ Xxxxxxx Xxxxxxxx Vice President PRUCO LIFE INSURANCE COMPANY By: /S/ Xxxxxxx Xxxxxxxx Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., investment manager By: /S/ Xxxxxxx Xxxxxxxx Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Prudential Investment Management, Inc., investment manager By: /S/ Xxxxxxx Xxxxxxxx Vice President Each of the undersigned Guarantors consents to the amendments effected in this Amended and Restated Senior Secured Note Purchase Agreement (including the sale and purchase of the 2011 Notes) and the transactions contemplated hereby, reaffirms its obligations under the Multiparty Guaranty and its waivers, as set forth in the Multiparty Guaranty, of each and every one of the possible defenses to such obligations. In addition, the undersigned Guarantor reaffirms that its obligations under the Multiparty Guaranty are separate and distinct from the Company’s obligations. ASCENSION CAPITAL GROUP, INCGRANTORS:TOPBUILD CORP., a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Xxxxxx Xxxxxx Name: X. Xxxxxxx Xxxxx Xxxxxx Xxxxxx Title: President MIDLAND CREDIT MANAGEMENTTreasurer ADO PRODUCTS, INC.LLC, a Kansas corporation Minnesota limited liability company By: /s/ X. Xxxxxxx Xxxxx Xxxxxx Xxxxxx Name: X. Xxxxxxx Xxxxx Xxxxxx Xxxxxx Title: President & Chief Executive Officer MIDLAND FUNDING Treasurer AMERICAN COMMERCIAL INSULATION, LLC, a Delaware limited liability company By: /s/ X. Xxxxxxx Xxxxx Xxxxxx Xxxxxx Name: X. Xxxxxxx Xxxxx Xxxxxx Xxxxxx Title: President MIDLAND FUNDING NCC-2 CORPORATIONTreasurer BUILDER PROCUREMENT SERVICES, a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND INTERNATIONAL LLC, a Delaware limited liability company By: /s/ X. Xxxxxxx Xxxxx Xxxxxx Xxxxxx Name: X. Xxxxxxx Xxxxx Xxxxxx Xxxxxx Title: President MIDLAND PORTFOLIO Treasurer BUILDER SERVICES GROUP, INC., a Florida corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer Amended and Restated Security and Pledge Agreement SERVICE PARTNERS, LLC, a Virginia limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer SUPERIOR CONTRACTING CORPORATION, a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer TOPBUILD HOME SERVICES, INC., a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Xxxxxx Xxxxxx Name: X. Xxxxxxx Xxxxx Xxxxxx Xxxxxx Title: President MRC RECEIVABLES CORPORATIONTreasurer TOPBUILD SUPPORT SERVICES, INC., a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Xxxxxx Xxxxxx Name: X. Xxxxxxx Xxxxx Xxxxxx Xxxxxx Title: President MIDLAND INDIA Treasurer VIKING INSULATION, LLC, a Minnesota California limited liability company By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Assistant Secretary [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 Treasurer Amended and Restated Security and Pledge Agreement Accepted and agreed to as of the Securities Exchange Act date first above written. BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: VP Amended and Restated Security and Pledge Agreement EXHIBIT A [FORM OF] IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to __________________ the following Equity Interests of 1934[___________], a [_________] [corporation] [limited liability company]: No. of SharesCertificate No. and irrevocably appoints __________________________________ its agent and attorney-in-fact to transfer all or any part of such Equity Interests and to take all necessary and appropriate action to effect any such transfer. The confidential portions have been submitted separately agent and attorney-in-fact may substitute and appoint one or more persons to the Securities and Exchange Commissionact for him. SCHEDULE A PURCHASER SCHEDULE Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Name in Which Notes are to be Registered THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration Numbers; Original Principal Amounts [*] Payment on Account of Notes Method: Federal Funds Wire Transfer Account Information: [*] Account No.: [*] Account No.: [*] Re: (See “Accompanying information” below) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, Inc. 7.375% Senior Secured Notes due 2018 Each such wire transfer shall also set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Name: [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Title: Vice President Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUCO LIFE INSURANCE COMPANY Name in Which Notes are to be Registered PRUCO LIFE INSURANCE COMPANY Note Registration Numbers; Principal Amounts [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA No.: [*] Account No.: [*] Account Name: [*] Re: (see “Accompanying Information” below) Accompanying Information Name of Company: Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Each such wire transfer shall also set forth the due date and application (as among principal, interest, and Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments Pruco Life Insurance Company c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions PRUCO LIFE INSURANCE COMPANY ______________________________ By: Name: Title: Instructions re Delivery EXHIBIT B [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS [United States Copyright Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of Notes Prudential Capital Group Four Embarcadero CenterMarch 20, Xxxxx 0000 Xxx Xxxxxxxxx2020 (as amended, XX 00000-4180 Attn: Xxxxx X. Xxxxxmodified, Esq. Tax Identification Number 00-0000000 [*] The asterisk denotes that confidential portions extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of this exhibit have been omitted America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in reliance and continuing lien upon the copyrights and copyright applications shown on Rule 24b-2 Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Securities Exchange Act of 1934Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The confidential portions have been submitted separately to undersigned Grantor and the Securities Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and Exchange Commission. Purchaser Name PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Name agree that the security interest in Which Notes are the copyrights and copyright applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be Registered PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Note Registration Numbers; Principal Amounts construed as an assignment of any copyright or copyright application. Very truly yours, [*GRANTOR] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA No.: [*] Account No.: [*] Account No.: [*] Re: (See “Accompanying information” below) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, Inc. 7.375% Senior Secured Notes due 2018 Each such wire transfer shall also set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments Prudential Retirement Insurance and Annuity Company c/o Prudential Investment Management, Inc. Private Placement Trade Management PRIAC Administration Gateway Center Four, 7th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Address for All Other Notices Prudential Retirement Insurance and Annuity Company c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., investment manager By: Name: Title: Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero CenterAcknowledged and Accepted: BANK OF AMERICA, Xxxxx 0000 Xxx XxxxxxxxxN.A., XX 00000-4180 Attnas Administrative Agent By: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION Note Registration Number; Principal Amount [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA # [*] Acct. # [*] Acct Name: Title: EXHIBIT C [*FORM OF] ReNOTICE OF GRANT OF SECURITY INTEREST IN PATENTS [United States Patent and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: (See “Accompanying Information” below) Accompanying Information Name Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of Obligors: Description of Security: PPN: Encore Capital GroupMarch 20, Inc. 7.75% Senior Secured Notes due 2017 292554 A*3 Due date and application 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) by and among principalthe Grantors party thereto (each an “Grantor” and collectively, Make-Whole Amount the “Grantors”) and interestBank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the payment being madeSecured Parties. Address for Notices Related to Payments Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Twoundersigned Grantor and the Administrative Agent, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Billings and Collections Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Managing Director Fax: 000-000-0000 Recipient of telephonic prepayment notices Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Instructions re Delivery of Notes Send physical security by nationwide overnight delivery service to: Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 behalf of the Securities Exchange Act Secured Parties, hereby acknowledge and agree that the security interest in the patents and patent applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of 1934the Agreement and (b) is not to be construed as an assignment of any patent or patent application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT D [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS [United States Patent and Trademark Office] [Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of March 20, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. The confidential portions have been submitted separately undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the trademarks and trademark applications set forth on Schedule 1 (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to the Securities be construed as an assignment of any trademark or trademark application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Exchange Commission. SCHEDULE BAccepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: Exhibit D

Amendment and Restatement; No Novation. This Agreement amends, restates and replaces the Prior Agreement, and is not intended to constitute be, and shall not be construed to create, a novation or accord and satisfaction, and, except as otherwise provided herein, the 2017 Note Agreement, as amended or otherwise modified from time to time prior to the effectiveness of the amendment and restatement provided hereby, shall remain in full force and effect with respect to breaches of representations and warranties or breaches of obligations thereunderwhich may have occurred prior to the effectiveness of the amendment and restatement provided hereby. * * * * * If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, ENCORE CAPITAL GROUP, INC. By: /S/ X. Xxxxxxx /s/ Xxxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxxxxx Xxxxx Title: Executive Vice President & and Chief Executive Financial Officer The foregoing is hereby agreed to as of the date thereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AMERICA, solely for purpose of Section 22.11 By: /S/ Xxxxxxx /s/ X.X. Xxxxxxxx III Vice President PRUCO LIFE THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as a 2017 Notes Purchaser By: /S/ Xxxxxxx /s/ X.X. Xxxxxxxx III Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY COMPANY, as a 2017 Notes Purchaser By: Prudential Investment ManagementPGIM, Inc., as investment manager By: /S/ Xxxxxxx /s/ X.X. Xxxxxxxx III Vice President PRUDENTIAL ANNUITIES PAR U HARTFORD LIFE ASSURANCE CORPORATION & ANNUITY COMFORT TRUST, as a 2017 Notes Purchaser By: Prudential Investment ManagementArizona Reinsurance Universal Company, as Grantor By: PGIM, Inc., as investment manager By: /S/ Xxxxxxx /s/ X.X. Xxxxxxxx III Vice President PICA HARTFORD LIFE & ANNUITY COMFORT TRUST, as a 2017 Notes Purchaser By: The Prudential Insurance Company of America, as Grantor By: /s/ X.X. Xxxxxxxx III Vice President PRUDENTIAL ARIZONA REINSURANCE TERM COMPANY, as a 2017 Notes Purchaser By: PGIM, Inc., as investment manager By: /s/ X.X. Xxxxxxxx III Vice President PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY, as a 2017 Notes Purchaser By: PGIM, Inc., as investment manager By: /s/ X.X. Xxxxxxxx III Vice President PRUCO LIFE INSURANCE COMPANY, as a 2017 Notes Purchaser By: /s/ X.X. Xxxxxxxx III Assistant Vice President 64 GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC, solely for purpose of Section 22.11 By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact MIDLAND NATIONAL LIFE INSURANCE COMPANY, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC as Investment Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact GUARANTY INCOME LIFE INSURANCE COMPANY, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC as Investment Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact XXXXXX XXXX LIFE INSURANCE COMPANY, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC as Investment Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact XXXXXX REASSURANCE LIFE COMPANY OF NEW YORK, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC as Investment Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact TEXAS LIFE INSURANCE COMPANY, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC as Investment Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact XXXXXX REASSURANCE COMPANY, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC as Investment Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact APOLLO INSURANCE SOLUTIONS GROUP LP, solely for purpose of Section 22.11 By: Apollo Capital Management, L.P., its sub adviser By: Apollo Capital Management, GP, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President ATHENE ANNUITY & LIFE ASSURANCE COMPANY, as a 2017 Notes Purchaser By: Apollo Insurance Solutions Group LP, its investment adviser By: Apollo Capital Management, L.P., its sub adviser By: Apollo Capital Management, GP, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President ATHENE ANNUITY AND LIFE COMPANY, as a 2017 Notes Purchaser By: Apollo Insurance Solutions Group LP, its investment adviser By: Apollo Capital Management, L.P., its sub adviser By: Apollo Capital Management, GP, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President Each of the undersigned Guarantors consents to the amendments effected in this Fourth Amended and Restated Senior Secured Note Purchase Agreement (including the sale and purchase of the 2011 Notes) and the transactions contemplated hereby, reaffirms its obligations under the Multiparty Guaranty and its waivers, as set forth in the Multiparty Guaranty, of each and every one of the possible defenses to such obligations. In addition, the each undersigned Guarantor reaffirms that its obligations under the Multiparty Guaranty are separate and distinct from the Company’s obligations. ASCENSION CAPITAL GROUP, INC., a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President Each of the undersigned Guarantors agrees that it is bound by any and all provisions of this Agreement which purport to bind any Guarantor or any Obligor. MIDLAND CREDIT MANAGEMENT, INC., a Kansas corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President & Chief Executive Officer MIDLAND FUNDING LLC, a Delaware limited liability company By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND FUNDING NCC-2 CORPORATION, a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President . MIDLAND INTERNATIONAL LLC, a Delaware limited liability company By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President LLC MIDLAND PORTFOLIO SERVICES, INC.. MIDLAND FUNDING LLC MRC RECEIVABLES CORPORATION MIDLAND FUNDING NCC-2 CORPORATION ASSET ACCEPTANCE CAPITAL CORP. ASSET ACCEPTANCE, a Delaware corporation LLC ATLANTIC CREDIT & FINANCE, INC. MIDLAND INDIA LLC ATLANTIC CREDIT & FINANCE SPECIAL FINANCE UNIT, LLC ATLANTIC CREDIT & FINANCE SPECIAL FINANCE UNIT III, LLC By: /s/ X. Xxxxxxx Xxxxx Xxxx Xxxx Name: X. Xxxxxxx Xxxxx Xxxx Xxxx Title: President MRC RECEIVABLES CORPORATION, a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND INDIA LLC, a Minnesota limited liability company By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Assistant Secretary [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. SCHEDULE A PURCHASER SCHEDULE Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Name in Which Notes are to be Registered THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration Numbers; Original Principal Amounts [*] Payment on Account of Notes Method: Federal Funds Wire Transfer Account Information: [*] Account No.: [*] Account No.: [*] Re: (See “Accompanying information” below) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital GroupDEFINED TERMS As used herein, Inc. 7.75% Senior Secured Notes due 2017 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, Inc. 7.375% Senior Secured Notes due 2018 Each such wire transfer shall also the following terms have the respective meanings set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Name: [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Title: Vice President Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUCO LIFE INSURANCE COMPANY Name in Which Notes are to be Registered PRUCO LIFE INSURANCE COMPANY Note Registration Numbers; Principal Amounts [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA No.: [*] Account No.: [*] Account Name: [*] Re: (see “Accompanying Information” below) Accompanying Information Name of Company: Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Each such wire transfer shall also below or set forth in the due date and application (as among principal, interest, and Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments Pruco Life Insurance Company c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions PRUCO LIFE INSURANCE COMPANY By: Name: Title: Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Purchaser Name PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Name in Which Notes are to be Registered PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Note Registration Numbers; Principal Amounts [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA No.: [*] Account No.: [*] Account No.: [*] Re: (See “Accompanying information” below) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, Inc. 7.375% Senior Secured Notes due 2018 Each Section hereof following such wire transfer shall also set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments Prudential Retirement Insurance and Annuity Company c/o Prudential Investment Management, Inc. Private Placement Trade Management PRIAC Administration Gateway Center Four, 7th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Address for All Other Notices Prudential Retirement Insurance and Annuity Company c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., investment manager By: Name: Title: Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION Note Registration Number; Principal Amount [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA # [*] Acct. # [*] Acct Name: [*] Re: (See “Accompanying Information” below) Accompanying Information Name of Obligors: Description of Security: PPN: Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 292554 A*3 Due date and application (as among principal, Make-Whole Amount and interest) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Billings and Collections Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Managing Director Fax: 000-000-0000 Recipient of telephonic prepayment notices Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Instructions re Delivery of Notes Send physical security by nationwide overnight delivery service to: Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. SCHEDULE Bterm:

Amendment and Restatement; No Novation. This Agreement amends, restates and replaces the Prior Agreement, and is not intended to constitute be, and shall not be construed to create, a novation or accord and satisfaction, and, except as otherwise provided herein, the 2013 Note Agreement, as amended or otherwise modified from time to time prior to the effectiveness of the amendment and restatement provided hereby, shall remain in full force and effect with respect to breaches of representations and warranties or breaches of obligations thereunderwhich may have occurred prior to the effectiveness of the amendment and restatement provided hereby. * * * * * If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, ,ENCORE CAPITAL GROUP, INC. By: /S/ X. Xxxxxxx /s/ Xxxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxxxxx Xxxxx Title: President & Chief Executive Financial Officer The foregoing is hereby agreed to as of the date thereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AMERICA, as 2010 Notes Purchaser, a 2011 Notes Purchaser and a 2017 Notes Purchaser By: /S/ Xxxxxxx /s/ Xxxx Xxxxxxxx Vice President PRUCO LIFE INSURANCE COMPANY COMPANY, as a 2010 Notes Purchaser By: /S/ Xxxxxxx /s/ Xxxx Xxxxxxxx Assistant Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY COMPANY, as a 2010 Notes Purchaser, a 2011 Notes Purchaser and a 2017 Notes Purchaser By: Prudential Investment ManagementPGIM, Inc., as investment manager By: /S/ Xxxxxxx /s/ Xxxx Xxxxxxxx Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION CORPORATION, as a 2010 Notes Purchaser By: Prudential Investment ManagementPGIM, Inc., as investment manager By: /S/ /s/ Xxxx Xxxxxxxx Vice President PAR U HARTFORD LIFE & ANNUITY COMFORT TRUST, as a 2017 Notes Purchaser By: Prudential Arizona Reinsurance Universal Company, as Grantor By: PGIM, Inc., as Investment Manager By: /s/ Xxxx Xxxxxxxx Vice President PICA HARTFORD LIFE & ANNUITY COMFORT TRUST, as a 2017 Notes Purchaser By: The Prudential Insurance Company of America, as Grantor By: /s/ Xxxx Xxxxxxxx Vice President PRUDENTIAL ARIZONA REINSURANCE TERM COMPANY, as a 2017 Notes Purchaser By: PGIM, Inc., as investment manager By: /s/ Xxxx Xxxxxxxx Vice President PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY, as a 2017 Notes Purchaser By: PGIM, Inc., as investment manager By: /s/ Xxxx Xxxxxxxx Vice President GUGGENHEIM FUNDS TRUST – GUGGENHEIM MACRO OPPORTUNITIES FUND, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Investment Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director MIDLAND NATIONAL LIFE INSURANCE COMPANY, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUGGENHEIM PARTNERS OPPORTUNISTIC INVESTMENT GRADE SECURITIES MASTER FUND, LTD., as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Investment Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SOUTH CAROLINA RETIREMENT SYSTEMS GROUP TRUST, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUGGENHEIM STRATEGIC OPPORTUNITIES FUND, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Sub-Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SEI INSTITUTIONAL MANAGED TRUST – MULTI-ASSET INCOME FUND, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Sub-Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILSHIRE INSTITUTIONAL MASTER FUND SPC - GUGGENHEIM ALPHA SEGREGATED PORTFOLIO, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Sub-Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX REASSURANCE COMPANY, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX REASSURANCE LIFE COMPANY OF NEW YORK, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director 21st CENTURY FOX AMERICA, INC. MASTER TRUST, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director INTEL CORPORATION RETIREMENT PLANS MASTER TRUST, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director VERGER CAPITAL FUND LLC, as a 2017 Notes Purchaser By: Guggenheim Partners Investment Management, LLC, as Sub-Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director ALLSTATE LIFE INSURANCE COMPANY, as a 2017 Notes Purchaser By: /s/ Xxxxx Xxxxxxx Xxxxxxxx Name: Xxxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Authorized Signatories ALLSTATE INSURANCE COMPANY, as a 2017 Notes Purchaser By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Authorized Signatories ATHENE ANNUITY & LIFE ASSURANCE COMPANY, as a 2017 Notes Purchaser By: Athene Asset Management, L.P., its investment adviser By: AAM GP Ltd., its general partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President, Fixed Income ATHENE ANNUITY AND LIFE COMPANY, as a 2017 Notes Purchaser By: Athene Asset Management, L.P., its investment adviser By: AAM GP Ltd., its general partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President, Fixed Income MINNESOTA LIFE INSURANCE COMPANYSECURIAN LIFE INSURANCE COMPANYAMERICAN REPUBLIC INSURANCE COMPANYas 2017 Notes Purchasers By: Advantus Capital Management, Inc. By: Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President Each of the undersigned Guarantors consents to the amendments effected in this Third Amended and Restated Senior Secured Note Purchase Agreement (including the sale and purchase of the 2011 2017 Notes) and the transactions contemplated hereby, reaffirms its obligations under the Multiparty Guaranty and its waivers, as set forth in the Multiparty Guaranty, of each and every one of the possible defenses to such obligations. In addition, the each undersigned Guarantor reaffirms that its obligations under the Multiparty Guaranty are separate and distinct from the Company’s obligations. ASCENSION Each of the Company and the undersigned Guarantors reaffirms the terms and conditions of the Pledge and Security Agreement and any other Transaction Document executed by it and acknowledges and agrees that each and every such Transaction Document executed by the Company or the undersigned remains in full force and effect and is hereby reaffirmed, ratified and confirmed. MIDLAND CREDIT MANAGEMENT, INC.MIDLAND INTERNATIONAL LLCMIDLAND PORTFOLIO SERVICES, INC.MIDLAND FUNDING LLCMRC RECEIVABLES CORPORATIONMIDLAND FUNDING NCC-2 CORPORATIONASSET ACCEPTANCE CAPITAL GROUPCORP.ASSET ACCEPTANCE, LLCATLANTIC CREDIT & FINANCE, INC., a Delaware corporation . By: /s/ X. Xxxxxxx Xxxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxxxxx Xxxxx Title: Treasurer MIDLAND INDIA LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: President MIDLAND CREDIT MANAGEMENTASSET ACCEPTANCE RECOVERY SERVICES, INC.LLCASSET ACCEPTANCE SOLUTIONS GROUP, a Kansas corporation LLCLEGAL RECOVERY SOLUTIONS, LLC By: /s/ X. Xxxxx Xxxxxxx Xxxxx Name: X. Xxxxx Xxxxxxx Xxxxx Title: President Vice President, Operations ATLANTIC CREDIT & Chief Executive Officer MIDLAND FUNDING LLCFINANCE SPECIAL FINANCE UNIT, a Delaware limited liability company ByLLCATLANTIC CREDIT & FINANCE SPECIAL FINANCE UNIT III, LLCBy: /s/ X. Xxxxxxx Xxxxx Xxxx Xxxx Name: X. Xxxxxxx Xxxxx Xxxx Xxxx Title: President MIDLAND FUNDING NCC-2 CORPORATION, a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND INTERNATIONAL LLC, a Delaware limited liability company By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND PORTFOLIO SERVICES, INC., a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MRC RECEIVABLES CORPORATION, a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND INDIA LLC, a Minnesota limited liability company By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Assistant Secretary [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. SCHEDULE A PURCHASER SCHEDULE Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Name in Which Notes are to – 2017 NOTES (Attached) Aggregate PrincipalAmount of Notesto be Registered THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration Numbers; Original Principal Amounts [*] Payment on Account of Notes Method: Federal Funds Wire Transfer Account Information: [*] Account No.: [*] Account No.: [*] Re: Purchased (See “Accompanying information” belowUSD) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, Inc. 7.375% Senior Secured Notes due 2018 Each such wire transfer shall also set forth the due date and application NoteDenomination(s) (as among principal, interest, Make-Whole Amount, if anyUSD) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Name: [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Title: Vice President Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUCO PAR U HARTFORD LIFE INSURANCE COMPANY Name in Which Notes are to be Registered PRUCO LIFE INSURANCE COMPANY Note Registration Numbers; Principal Amounts [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA No.: [*] Account No.: [*] Account Name: [*] Re: (see “Accompanying Information” below) Accompanying Information Name of Company: Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Each such wire transfer shall also set forth the due date and application (as among principal, interest, and Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments Pruco Life Insurance Company c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions PRUCO LIFE INSURANCE COMPANY By: Name: Title: Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Purchaser Name PRUDENTIAL RETIREMENT INSURANCE AND & ANNUITY COMPANY Name in Which Notes are to be Registered PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Note Registration Numbers; Principal Amounts [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA No.: [*] Account No.: [*] Account No.: [*] Re: (See “Accompanying information” below) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, Inc. 7.375% Senior Secured Notes due 2018 Each such wire transfer shall also set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments Prudential Retirement Insurance and Annuity Company c/o Prudential Investment Management, Inc. Private Placement Trade Management PRIAC Administration Gateway Center Four, 7th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Address for All Other Notices Prudential Retirement Insurance and Annuity Company c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., investment manager By: Name: Title: Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION Note Registration Number; Principal Amount [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA # [*] Acct. # [*] Acct Name: [*] Re: (See “Accompanying Information” below) Accompanying Information Name of Obligors: Description of Security: PPN: Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 292554 A*3 Due date and application (as among principal, Make-Whole Amount and interest) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Billings and Collections Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Managing Director Fax: 000-000-0000 Recipient of telephonic prepayment notices Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Instructions re Delivery of Notes Send physical security by nationwide overnight delivery service to: Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. SCHEDULE BCOMFORT TRUST 10,700,000.00 10,700,000.00

Amendment and Restatement; No Novation. This Agreement amendsamends and restates, restates but does not extinguish and replaces is not a novation or an accord and satisfaction of, the Prior Existing Credit Agreement, and is not intended any Indebtedness outstanding thereunder shall be deemed to constitute a novation of the obligations thereunderbe advanced and outstanding under this Agreement. * * * * * If you are Nothing in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you be deemed to release or otherwise adversely affect any Lien, mortgage or security interest securing any Indebtedness outstanding under the Existing Credit Agreement or any rights of Agent or any Lender against any Borrower, guarantor, surety or other party primarily or secondarily liable for such Indebtedness. Each Borrower hereby acknowledges and agrees that all Liens securing the Company“Obligations” under, and as defined in, the Existing Credit Agreement are hereby ratified, renewed, and extended to secure the Obligations (as defined in this Agreement). Very truly yours, ENCORE CAPITAL GROUP, INC. By: /S/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President & Chief Executive Officer The foregoing is hereby agreed to [Signatures on following pages.] Each of the parties has signed this Agreement as of the date thereofday and year first above written. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /S/ Xxxxxxx Xxxxxxxx Vice President PRUCO LIFE INSURANCE COMPANY By: /S/ Xxxxxxx Xxxxxxxx Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., investment manager By: /S/ Xxxxxxx Xxxxxxxx Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Prudential Investment Management, Inc., investment manager By: /S/ Xxxxxxx Xxxxxxxx Vice President Each of the undersigned Guarantors consents to the amendments effected in this Amended and Restated Senior Secured Note Purchase Agreement (including the sale and purchase of the 2011 Notes) and the transactions contemplated hereby, reaffirms its obligations under the Multiparty Guaranty and its waiversEMPEIRIA ACQUISITION CORP., as set forth in the Multiparty Guaranty, of each Borrowing Agent and every one of the possible defenses to such obligations. In addition, the undersigned Guarantor reaffirms that its obligations under the Multiparty Guaranty are separate and distinct from the Company’s obligations. ASCENSION CAPITAL GROUP, INC., as a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND CREDIT MANAGEMENT, INC., a Kansas corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President & Chief Executive Officer MIDLAND FUNDING LLC, a Delaware limited liability company By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND FUNDING NCC-2 CORPORATION, a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND INTERNATIONAL LLC, a Delaware limited liability company By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND PORTFOLIO SERVICES, INC., a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MRC RECEIVABLES CORPORATION, a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND INDIA LLC, a Minnesota limited liability company Borrower By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxx Title: Assistant Secretary [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately Chief Financial Officer INTEGRATED DRILLING EQUIPMENT, LLC as Borrower By: /s/ Xxxxxx Xxxxxxx Xxxx Name: Xxxxxx Xxxxxxx Xxxx Title: Chief Financial Officer INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, LLC as a Borrower By: /s/ Xxxxxx Xxxxxxx Xxxx Name: Xxxxxx Xxxxxxx Xxxx Title: Chief Financial Officer Signature Page to the Securities Revolving Credit and Exchange Commission. SCHEDULE A PURCHASER SCHEDULE Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Name in Which Notes are to be Registered THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration Numbers; Original Principal Amounts [*] Payment on Account of Notes MethodSecurity Agreement PNC BANK, NATIONAL ASSOCIATION as Agent and as Lender By: Federal Funds Wire Transfer Account Information: [*] Account No.: [*] Account No.: [*] Re: (See “Accompanying information” below) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, Inc. 7.375% Senior Secured Notes due 2018 Each such wire transfer shall also set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx /s/ Xxx X. Xxxxxx Xxx X. Xxxxxx Vice President 0000 Xxxx Xxxxxx, XX 00000Suite 1850 Dallas, Texas 75201 Commitment Percentage: 100% Signature Page to Revolving Credit and Security Agreement EXHIBIT 1.2-0000 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Name: [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934A BORROWING BASE CERTIFICATE Report No. The confidential portions have been submitted separately to the Securities and Exchange CommissionCOLLATERAL STATUS BILLED AR UNBILLED AR TOTAL AR IEC PARTS INV. Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Title: Vice President Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUCO LIFE INSURANCE COMPANY Name in Which Notes are to be Registered PRUCO LIFE INSURANCE COMPANY Note Registration Numbers; Principal Amounts [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA No.: [*] Account No.: [*] Account Name: [*] Re: (see “Accompanying Information” below) Accompanying Information Name of Company: Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Each such wire transfer shall also set forth the due date and application (as among principal, interest, and Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments Pruco Life Insurance Company c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions PRUCO LIFE INSURANCE COMPANY By: Name: Title: Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Purchaser Name PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Name in Which Notes are to be Registered PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Note Registration Numbers; Principal Amounts [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA No.: [*] Account No.: [*] Account No.: [*] Re: (See “Accompanying information” below) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, Inc. 7.375% Senior Secured Notes due 2018 Each such wire transfer shall also set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments Prudential Retirement Insurance and Annuity Company c/o Prudential Investment Management, Inc. Private Placement Trade Management PRIAC Administration Gateway Center Four, 7th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Address for All Other Notices Prudential Retirement Insurance and Annuity Company c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., investment manager By: Name: Title: Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION Note Registration Number; Principal Amount [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA # [*] Acct. # [*] Acct Name: [*] Re: (See “Accompanying Information” below) Accompanying Information Name of Obligors: Description of Security: PPN: Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 292554 A*3 Due date and application (as among principal, Make-Whole Amount and interest) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Billings and Collections Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Managing Director Fax: 000-000-0000 Recipient of telephonic prepayment notices Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Instructions re Delivery of Notes Send physical security by nationwide overnight delivery service to: Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. SCHEDULE BARS WIP IEC WIP IDE WIP – SPEC RIGS TOTAL – INVENTORY TOTAL

Amendment and Restatement; No Novation. This Reference is made to that certain Amended and Restated Continuing Agreement amendsof Guaranty and Suretyship, restates dated as of March 12, 2015, made by the guarantors party thereto in favor of the Administrative Agent, as heretofore amended (as so amended, the "Existing Guaranty Agreement"). The Existing Guaranty Agreement is hereby amended and replaces the Prior Agreementrestated in its entirety as provided herein, and this Guaranty is not intended to constitute a novation constitute, nor does it constitute, an interruption, suspension of continuity, satisfaction, discharge of prior duties, novation, or termination of the indebtedness, loans, liabilities, expenses, or guaranteed obligations thereunderunder the Existing Guaranty Agreement. * * * * * If you are in agreement with Each Guarantor and the foregoingAdministrative Agent acknowledge and agree that the Existing Guaranty Agreement has continued to guaranty the indebtedness, please sign loans, liabilities, expenses, and obligations thereunder since the form date of agreement on a counterpart execution of the Existing Guaranty Agreement; and that this Agreement Guaranty is entitled to all rights and return it benefits originally pertaining to the CompanyExisting Guaranty Agreement. [SIGNATURE PAGE – SECOND AMENDED AND RESTATED CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP] IN WITNESS WHEREOF, whereupon each Guarantor intending to be legally bound, has executed this Agreement shall become a binding agreement between you and the Company. Very truly yours, ENCORE CAPITAL GROUP, INC. By: /S/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President & Chief Executive Officer The foregoing is hereby agreed to Guaranty as of the date thereoffirst above written with the intention that this Guaranty shall constitute a sealed instrument. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /S/ Xxxxxxx Xxxxxxxx Vice President PRUCO LIFE INSURANCE COMPANY By: /S/ Xxxxxxx Xxxxxxxx Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment ManagementGLATFELTER HOLDINGS, Inc., investment manager By: /S/ Xxxxxxx Xxxxxxxx Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Prudential Investment Management, Inc., investment manager By: /S/ Xxxxxxx Xxxxxxxx Vice President Each of the undersigned Guarantors consents to the amendments effected in this Amended and Restated Senior Secured Note Purchase Agreement (including the sale and purchase of the 2011 Notes) and the transactions contemplated hereby, reaffirms its obligations under the Multiparty Guaranty and its waivers, as set forth in the Multiparty Guaranty, of each and every one of the possible defenses to such obligations. In addition, the undersigned Guarantor reaffirms that its obligations under the Multiparty Guaranty are separate and distinct from the Company’s obligations. ASCENSION CAPITAL GROUP, INC., a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND CREDIT MANAGEMENT, INC., a Kansas corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President & Chief Executive Officer MIDLAND FUNDING LLC, a Delaware limited liability company By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND FUNDING NCC-2 CORPORATION, a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND INTERNATIONAL LLC, a Delaware limited liability company By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND PORTFOLIO SERVICES, INC., a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MRC RECEIVABLES CORPORATION, a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND INDIA LLC, a Minnesota limited liability company By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Assistant Secretary [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. SCHEDULE A PURCHASER SCHEDULE Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Name in Which Notes are to be Registered THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration Numbers; Original Principal Amounts [*] Payment on Account of Notes Method: Federal Funds Wire Transfer Account Information: [*] Account No.: [*] Account No.: [*] Re: (See “Accompanying information” below) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, Inc. 7.375% Senior Secured Notes due 2018 Each such wire transfer shall also set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Name: [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Title: Vice President Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUCO LIFE INSURANCE COMPANY Name in Which Notes are to be Registered PRUCO LIFE INSURANCE COMPANY Note Registration Numbers; Principal Amounts [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA No.: [*] Account No.: [*] Account Name: [*] Re: (see “Accompanying Information” below) Accompanying Information Name of Company: Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Each such wire transfer shall also set forth the due date and application (as among principal, interest, and Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments Pruco Life Insurance Company c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions PRUCO LIFE INSURANCE COMPANY By: Name: Title: Instructions re Delivery EXHIBIT 1.1(R) FORM OF [AMENDED AND RESTATED] REVOLVING CREDIT NOTE $______________. ____________, ______ FOR VALUE RECEIVED, the undersigned, P. H. GLATFELTER COMPANY, a Pennsylvania corporation, and the other Borrowers signatory hereto (collectively, the "Borrowers"), jointly and severally, hereby promise to pay to the order of Notes Prudential Capital Group Four Embarcadero Center_________________________________ (the "Lender"), Xxxxx 0000 Xxx Xxxxxxxxxthe lesser of (i) the principal sum of _________________________________________and ___/100 Dollars (US$____________.__), XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 [*] The asterisk denotes that confidential portions and (ii) the aggregate unpaid principal balance of this exhibit have been omitted in reliance on Rule 24b-2 all Revolving Credit Loans made by the Lender to the Borrowers pursuant to Section 2.1.1 of the Securities Exchange Act Third Amended and Restated Credit Agreement, dated as of 1934February 8, 2019, among the Borrowers, the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto, and PNC Bank, National Association, as Administrative Agent (hereinafter referred to in such capacity as the "Administrative Agent") (as amended, restated, modified, or supplemented from time to time, the "Credit Agreement"), payable by 11:00 a.m. on the Expiration Date. The confidential portions have been submitted separately Borrowers shall pay, together with interest the unpaid principal balance hereof from time to time outstanding from the date hereof at the rate or rates per annum specified by the Borrowers pursuant to, or as otherwise provided in, the Credit Agreement. Subject to the Securities provisions of the Credit Agreement, interest on this [Amended and Exchange CommissionRestated] Revolving Credit Note (this "Note") will be payable pursuant to Section 4.3 of, or as otherwise provided in, the Credit Agreement. Purchaser Name PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Name in Which Notes are If any payment or action to be Registered PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Note Registration Numbers; Principal Amounts [*] Payment made or taken hereunder shall be stated to be or become due on Account a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, unless otherwise provided in the Credit Agreement, and such extension of Note Method Account Information Federal Funds Wire Transfer [*] ABA No.: [*] Account No.: [*] Account No.: [*] Re: (See “Accompanying information” below) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, Inc. 7.375% Senior Secured Notes due 2018 Each such wire transfer time shall also set forth the due date and application (as among principal, interest, Make-Whole Amountbe included in computing interest or fees, if any) , in connection with such payment or action. Upon the occurrence and during the continuation of an Event of Default and at the Administrative Agent's discretion or upon written demand by the Required Lenders, the Borrowers shall pay interest on the entire principal amount of the payment being madethen outstanding Revolving Credit Loans evidenced by this Note and all other obligations due and payable to the Lender pursuant to the Credit Agreement and the other Loan Documents at a rate per annum as set forth in Section 3.3 [Interest After Default] of the Credit Agreement. Address for Notices Related Such interest will accrue before and after any judgment has been entered. Subject to Payments Prudential Retirement Insurance the provisions of the Credit Agreement, payments of both principal and Annuity Company c/o Prudential Investment Managementinterest shall be made without setoff, Inc. Private Placement Trade Management PRIAC Administration Gateway Center Fourcounterclaim, 7th Floor or other deduction of any nature at the office of the Administrative Agent located at PNC Firstside Center, 000 Xxxxxxxx Xxxxxx Xxxxx Xxxxxx, XX 00000 0xx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: [__], [__], unless otherwise directed in writing by the Administrative Agent, in lawful money of the United States of America or, in the case of any Revolving Credit Loans made in an Optional Currency, in the applicable Optional Currency, in each case in immediately available funds. Exhibit 1.1(R) 1 This Note is one of the Notes referred to in, and is subject to the provisions (including, but not limited to, the limitations set forth in Section 10.18 of the Credit Agreement if applicable), and is entitled to the benefits of, the Credit Agreement and other Loan Documents, including the representations, warranties, covenants, conditions, security interests, and Liens contained or granted therein. The Credit Agreement among other things contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayment, in certain circumstances, on account of principal hereof prior to maturity upon the terms and conditions therein specified. Except as expressly set forth in the Credit Agreement, the Borrowers waive presentment, demand, notice, protest and all other demands and notices in connection with telephonic prepayment notices to: Managerthe delivery, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 [*] The asterisk denotes that confidential portions acceptance, performance, default or enforcement of this exhibit have been omitted in reliance on Rule 24b-2 Note and the Credit Agreement. This Note shall bind the Borrowers and their respective successors and assigns, and the benefits hereof shall inure to the benefit of the Securities Exchange Act of 1934Lender and its successors and assigns. The confidential portions have been submitted separately All references herein to the Securities "Borrowers" and Exchange Commissionthe "Lender" shall be deemed to apply to the Borrowers and the Lender, respectively, and their respective successors and assigns as permitted under the Credit Agreement. Address for All Other Notices Prudential Retirement Insurance This Note and Annuity Company c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., investment manager By: Name: Title: Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION Note Registration Number; Principal Amount [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA # [*] Acct. # [*] Acct Name: [*] Re: (See “Accompanying Information” below) Accompanying Information Name of Obligors: Description of Security: PPN: Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 292554 A*3 Due date any other documents delivered in connection herewith and application (as among principal, Make-Whole Amount the rights and interest) obligations of the payment being made. Address parties hereto and thereto shall for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Billings all purposes be governed by and Collections Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Managing Director Fax: 000-000-0000 Recipient of telephonic prepayment notices Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Instructions re Delivery of Notes Send physical security by nationwide overnight delivery service to: Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted construed and enforced in reliance on Rule 24b-2 accordance with the laws of the Securities Exchange Act State of 1934New York. The confidential portions All capitalized terms used herein shall, unless otherwise defined herein, have been submitted separately the same meanings given to such terms in the Credit Agreement and Section 1.2 of the Credit Agreement shall apply to this Note. [This Note amends and restates that certain Revolving Credit Note, dated March 12, 2015, in the original principal amount of $[__] payable to the Securities and Exchange Commissionorder of the Lender (the "Existing Note"). SCHEDULE B] [SIGNATURE PAGE - [AMENDED AND RESTATED] REVOLVING CREDIT NOTE]

Amendment and Restatement; No Novation. This Agreement amends, restates and replaces the Prior Agreement, and is not intended to constitute be, and shall not be construed to create, a novation or accord and satisfaction, and, except as otherwise provided herein, the Prior Agreement or the Original Agreement, as applicable, in each case as amended or otherwise modified from time to time prior to the effectiveness of the amendment and restatement provided hereby, shall remain in full force and effect with respect to breaches of representations and warranties or breaches of obligations thereunderwhich may have occurred prior to the effectiveness of the amendment and restatement provided hereby. * * * * * If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, ENCORE CAPITAL GROUP, INC. By: /S/ X. Xxxxxxx Xxxxx /s/ Xxxx Xxxxxxxx Name: X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Title: President & Executive Vice President, Chief Executive Officer Financial Officer, and Treasurer The foregoing is hereby agreed to as of the date thereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /S/ Xxxxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxxxx Vice President PRUCO LIFE INSURANCE COMPANY By: /S/ Xxxxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxxxx Assistant Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., investment manager By: /S/ Xxxxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxxxx Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Prudential Investment Management, Inc., investment manager By: /S/ Xxxxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxxxx Vice President Each of the undersigned Guarantors consents to the amendments effected in this Second Amended and Restated Senior Secured Note Purchase Agreement (including the sale and purchase of the 2011 Notes) and the transactions contemplated hereby, reaffirms its obligations under the Multiparty Guaranty and its waivers, as set forth in the Multiparty Guaranty, of each and every one of the possible defenses to such obligations. In addition, the undersigned Guarantor reaffirms that its obligations under the Multiparty Guaranty are separate and distinct from the Company’s obligations. ASCENSION CAPITAL GROUP, INC.PROPEL ACQUISITION LLC, a Delaware corporation limited liability company By: /s/ X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Name: X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Title: President Executive Vice President, Chief Financial Officer, and Treasurer MIDLAND CREDIT MANAGEMENT, INC., a Kansas corporation By: /s/ X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Name: X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Title: President & Executive Vice President, Chief Executive Officer Financial Officer, and Treasurer MIDLAND FUNDING LLC, a Delaware limited liability company By: /s/ X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Name: X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Title: President Treasurer MIDLAND FUNDING NCC-2 CORPORATION, a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Name: X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Title: President Treasurer 49 MIDLAND INTERNATIONAL LLC, a Delaware limited liability company By: /s/ X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Name: X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Title: President Treasurer MIDLAND PORTFOLIO SERVICES, INC., a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Name: X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Title: President Treasurer MRC RECEIVABLES CORPORATION, a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Name: X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Title: President Treasurer MIDLAND INDIA LLC, a Minnesota limited liability company By: /s/ Xxxx X. Xxxxxx X. Xxxxx, Xx. Name: Xxxx X. Xxxxxx X. Xxxxx, Xx. Title: Assistant Secretary [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Treasurer SCHEDULE A PURCHASER SCHEDULE Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Name in Which Notes are to be Registered THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration Numbers; Original Principal Amounts [*] R-1 R-2 RR-1 $20,000,000 $9,750,000 $14,000,000 Payment on Account of Notes Method: Federal Funds Wire Transfer Account Information: [*] JPMorgan Chase Bank New York, NY ABA No.: 000-000-000 Account No.: [*] P86288 (please do not use spaces) in the case of Note R-1 in the original principal amount of $20,000,000 Account No.: [*] P86188 (please do not include spaces) in the case of Note R-2 in the original principal amount of $9,750,000 and Note RR-1 in the original principal amount of $14,000,000 Re: (See “Accompanying informationInformation” below) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, Inc. 7.375% Senior Secured Notes due 2018 PPN: 292554 A@1 Each such wire transfer shall also set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Name: [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Title: Vice President Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUCO LIFE INSURANCE COMPANY Name in Which Notes are to be Registered PRUCO LIFE INSURANCE COMPANY Note Registration Numbers; Principal Amounts [*] R-3 $9,300,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] JPMorgan Chase Bank New York, NY ABA No.: [*] 000-000-000 Account No.: [*] P86192 (please do not include spaces) Account Name: [*] Pruco Life Private Placement Re: (see “Accompanying Information” below) Accompanying Information Name of Company: Description of Security: Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Each such wire transfer shall also set forth the due date and application (as among principal, interest, and Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments Pruco Life Insurance Company c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Purchaser Name PRUCO LIFE INSURANCE COMPANY Other Instructions PRUCO LIFE INSURANCE COMPANY By: Name: Title: Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Purchaser Name PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Name in Which Notes are to be Registered PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Note Registration Numbers; Principal Amounts [*] R-4 RR-2 RR-3 $6,950,000 $10,000,000 $ 1,000,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] JPMorgan Chase Bank New York, NY ABA No.: [*] 000-000-000 Account No.: [*] P86329 (please do not include spaces) in the case of each of Note R-4 in the original principal amount of $6,950,000 and Note RR-2 in the original principal amount of $10,000,000 Account No.: [*] P86345 (please do not include spaces) in the case of Note RR-3 in the original principal amount of $1,000,000 Re: (See “Accompanying informationInformation” below) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, Inc. 7.375% Senior Secured Notes due 2018 PPN: 292554 A@1 Each such wire transfer shall also set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. Purchaser Name PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Address for Notices Related to Payments Prudential Retirement Insurance and Annuity Company c/o Prudential Investment Management, Inc. Private Placement Trade Management PRIAC Administration Gateway Center Four, 7th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Address for All Other Notices Prudential Retirement Insurance and Annuity Company c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., investment manager By: Name: Title: Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION Note Registration Number; Principal Amount [*] R-5: $4,000,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] JPMorgan Chase Bank New York, NY ABA # [*] 000-000-000 Acct. # [*] P86259 (please do not include spaces) Acct Name: [*] American Skandia Life - Private Placements Re: (See “Accompanying Information” below) Accompanying Information Name of Obligors: Description of Security: PPN: Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Due date and application (as among principal, Make-Whole Amount and interest) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Billings and Collections Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Managing Director Fax: 000-000-0000 Recipient of telephonic prepayment notices Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Purchaser Name PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION Instructions re Delivery of Notes Send physical security by nationwide overnight delivery service to: Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 [*] The asterisk denotes that confidential portions of this exhibit SCHEDULE B DEFINED TERMS As used herein, the following terms have been omitted the respective meanings set forth below or set forth in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. SCHEDULE BSection hereof following such term:

Amendment and Restatement; No Novation. This Agreement amends, restates constitutes an amendment and replaces restatement of the Prior Existing Credit Agreement, effective from and is after the Effective Date. The execution and delivery of this Agreement shall not intended to constitute a novation of any indebtedness or other obligations owing to the obligations thereunder. * * * * * If you are in agreement with Lenders or the foregoing, please sign Administrative Agent under the form of agreement Existing Credit Agreement based on a counterpart facts or events occurring or existing prior to the execution and delivery of this Agreement Agreement. On the Effective Date, the outstanding loans and return it to other obligations described in the Company, whereupon this Existing Credit Agreement shall become a binding agreement between you be modified and extended by the Companycredit facilities described herein (including all “Commitments” under the Existing Credit Agreement being restated in their entirety), and all loans and other obligations of the Borrowers outstanding as of such date under the Existing Credit Agreement shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the applicable Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Advances, together with any Advances funded on the Effective Date, reflect the respective Commitments of the Lenders hereunder. Very truly yours, ENCORE CAPITAL GROUP[Remainder of this page intentionally left blank. Signature pages follow.] EXECUTED as of the date first above written. US BORROWER NINE ENERGY SERVICE, INC. By: /S/ X. Xxxxxxx Xxxxx /s/ Xxx Xxx Name: X. Xxxxxxx Xxxxx Xxx Xxx Title: President & Chief Executive Officer The foregoing is hereby agreed to as of the date thereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /S/ Xxxxxxx Xxxxxxxx Vice President PRUCO LIFE INSURANCE COMPANY By: /S/ Xxxxxxx Xxxxxxxx Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., investment manager By: /S/ Xxxxxxx Xxxxxxxx Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Prudential Investment Management, Inc., investment manager By: /S/ Xxxxxxx Xxxxxxxx Vice President Each of the undersigned Guarantors consents to the amendments effected in this Amended and Restated Senior Secured Note Purchase Agreement (including the sale and purchase of the 2011 Notes) and the transactions contemplated hereby, reaffirms its obligations under the Multiparty Guaranty and its waivers, as set forth in the Multiparty Guaranty, of each and every one of the possible defenses to such obligations. In addition, the undersigned Guarantor reaffirms that its obligations under the Multiparty Guaranty are separate and distinct from the Company’s obligations. ASCENSION CAPITAL GROUPCANADIAN BORROWER NINE ENERGY CANADA, INC., a Delaware corporation . By: /s/ X. Xxxxxxx Xxxxx Xxx Xxx Name: X. Xxxxxxx Xxxxx Xxx Xxx Title: President MIDLAND CREDIT MANAGEMENTChief Financial Officer US ADMINISTRATIVE AGENT HSBC BANK USA, INC., a Kansas corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President & Chief Executive Officer MIDLAND FUNDING LLC, a Delaware limited liability company By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND FUNDING NCC-2 CORPORATION, a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND INTERNATIONAL LLC, a Delaware limited liability company By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND PORTFOLIO SERVICES, INC., a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MRC RECEIVABLES CORPORATION, a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND INDIA LLC, a Minnesota limited liability company N.A. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxx Name: Xxxxxx X. Xxxxx, Xx. XXXXXX XXXXXXX Title: Assistant Secretary [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. SCHEDULE VICE PRESIDENT US ISSUING BANK AND A PURCHASER SCHEDULE Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Name in Which Notes are to be Registered THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration Numbers; Original Principal Amounts [*] Payment on Account of Notes Method: Federal Funds Wire Transfer Account Information: [*] Account No.: [*] Account No.: [*] Re: (See “Accompanying information” below) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital GroupUS LENDER HSBC BANK USA, Inc. 7.75% Senior Secured Notes due 2017 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, Inc. 7.375% Senior Secured Notes due 2018 Each such wire transfer shall also set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions THE PRUDENTIAL INSURANCE COMPANY OF AMERICA N.A. By: Xxxxx X. Xxxxxx Name: [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Xxxxx X. Xxxxxx Title: Vice President Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero CenterCANADIAN ADMINISTRATIVE AGENT HSBC BANK CANADA By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Senior Account Manager Energy Financing By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Assistant Vice President Energy Financing CANADIAN ISSUING LENDER AND A LENDER HSBC BANK CANADA By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Senior Account Manager Energy Financing By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title Assistant Vice President Energy Financing SYNDICATION AGENT, SWINGLINE BANK AND A LENDER XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Portfolio Manager – Vice President LENDER AMEGY BANK, N.A. By: /s/ G. Xxxxx 0000 Xxx XxxxxxxxxXxxxxxx Name: G. Xxxxx Xxxxxxx Title: Senior Vice President LENDER JPMORGAN CHASE BANK, XX 00000-4180 AttnN.A. By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Authorized Officer LENDER BANK OF AMERICA, N.A. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUCO LIFE INSURANCE COMPANY Name in Which Notes are to be Registered PRUCO LIFE INSURANCE COMPANY Note Registration Numbers; Principal Amounts [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA No.Xxxxxxx Title: [*] Account No.Senior Vice President LENDER IBERIA BANK By: [*] Account /s/ Xxx Xxxxxx Name: [*] ReXxx Xxxxxx Title: (see “Accompanying Information” below) Accompanying Information Name of Company: Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Each such wire transfer shall also set forth the due date and application (as among principal, interest, and Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments Pruco Life Insurance Company c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions PRUCO LIFE INSURANCE COMPANY Vice President LENDER THE BANK OF NOVA SCOTIA By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Purchaser Name PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Name in Which Notes are to be Registered PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Note Registration Numbers; Principal Amounts [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA No.: [*] Account No.: [*] Account No.: [*] Re: (See “Accompanying information” below) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, Inc. 7.375% Senior Secured Notes due 2018 Each such wire transfer shall also set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments Prudential Retirement Insurance and Annuity Company c/o Prudential Investment Management, Inc. Private Placement Trade Management PRIAC Administration Gateway Center Four, 7th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Address for All Other Notices Prudential Retirement Insurance and Annuity Company c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY LENDER REGIONS BANK By: Prudential Investment Management, Inc., investment manager By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION Note Registration Number; Principal Amount [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA # [*] Acct. # [*] Acct Name: [*] Re: (See “Accompanying Information” below) Accompanying Information Name of Obligors: Description of Security: PPN: Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 292554 A*3 Due date and application (as among principal, Make-Whole Amount and interest) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Billings and Collections Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Managing Director Fax: 000-000-0000 Recipient of telephonic prepayment notices Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Instructions re Delivery of Notes Send physical security by nationwide overnight delivery service to: Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. SCHEDULE BVice President EXHIBIT A FORM OF

Amendment and Restatement; No Novation. This Agreement amendsshall become effective as of the date hereof, restates and replaces supersede all provisions of the Prior AgreementCredit Agreement as of such date, upon the execution of this Agreement by each of the parties hereto and is fulfillment of the conditions precedent contained in Section 7.2. This Agreement shall constitute for all purposes an amendment and restatement of the Prior Credit Agreement and not intended a new agreement and all obligations outstanding under the Prior Credit Agreement shall continue to be outstanding hereunder and shall not constitute a novation of the indebtedness or other obligations thereunderoutstanding under the Prior Credit Agreement. * * * * * If you are Upon the satisfaction of the conditions precedent set forth in agreement with Section 7.2, all loans outstanding under the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Prior Credit Agreement shall become a binding agreement remain outstanding as the initial Borrowing of Revolving Loans under this Agreement. This Second Amended and Restated Credit Agreement is entered into between you us for the uses and the Company. Very truly yours, ENCORE CAPITAL GROUP, INC. By: /S/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President & Chief Executive Officer The foregoing is hereby agreed to purposes hereinabove set forth as of the date thereoffirst above written. THE PRUDENTIAL INSURANCE COMPANY “BORROWER” LTC PROPERTIES, INC. By /s/ Xxxxx Xxxxxxx Name Xxxxx Xxxxxxx Title Chairman, CEO & President By /s/ Xxxxxx Xxxxxxx-Xxxxxxx Name Xxxxxx Xxxxxxx-Xxxxxxx Title EVP & Chief Financial Officer “ADMINISTRATIVE AGENT AND L/C ISSUER” BANK OF AMERICA MONTREAL, as Administrative Agent and as L/C Issuer By: /S/ Xxxxxxx Xxxxxxxx /s/ Xxxxx Xxxxx Name Xxxxx Xxxxx Title Director “LENDERS” BANK OF MONTREAL, as a Lender By: /s/ Xxxxx Xxxxx Name Xxxxx Xxxxx Title Director CITIZENS BANK, N.A., as a Lender By: /s/ Xxxxx X. Xxxxxxxxxxx Name Xxxxx X. Xxxxxxxxxxx Title Senior Vice President PRUCO LIFE INSURANCE COMPANY By: /S/ Xxxxxxx Xxxxxxxx Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., investment manager By: /S/ Xxxxxxx Xxxxxxxx Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Prudential Investment Management, Inc., investment manager By: /S/ Xxxxxxx Xxxxxxxx Vice President Each of the undersigned Guarantors consents [Signature Page to the amendments effected in this Second Amended and Restated Senior Secured Note Purchase Credit Agreement (including the sale and purchase of the 2011 Notes) and the transactions contemplated herebyLTC Properties, reaffirms its obligations under the Multiparty Guaranty and its waiversInc.)] CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as set forth in the Multiparty Guaranty, of each and every one of the possible defenses to such obligations. In addition, the undersigned Guarantor reaffirms that its obligations under the Multiparty Guaranty are separate and distinct from the Company’s obligations. ASCENSION CAPITAL GROUP, INC., a Delaware corporation Lender By: /s/ Xxxxx X. Xxxxxxx Xxxxx Name: Name Xxxxx X. Xxxxxxx Xxxxx Title: President MIDLAND CREDIT MANAGEMENT, INC., a Kansas corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President & Chief Executive Officer MIDLAND FUNDING LLC, a Delaware limited liability company By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND FUNDING NCC-2 CORPORATION, a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND INTERNATIONAL LLC, a Delaware limited liability company By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND PORTFOLIO SERVICES, INC., a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MRC RECEIVABLES CORPORATION, a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: President MIDLAND INDIA LLC, a Minnesota limited liability company Title Managing Director By: /s/ Xxxxxx X. XxxxxXxx Name Xxxxxx Xxx Title Director [Signature Page to Second Amended and Restated Credit Agreement (LTC Properties, Xx. Name: Xxxxxx X. XxxxxInc.)] KEYBANK NATIONAL ASSOCIATION, Xx. Title: Assistant Secretary [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. SCHEDULE A PURCHASER SCHEDULE Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Name in Which Notes are to be Registered THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration Numbers; Original Principal Amounts [*] Payment on Account of Notes Method: Federal Funds Wire Transfer Account Information: [*] Account No.: [*] Account No.: [*] Re: (See “Accompanying information” below) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, Inc. 7.375% Senior Secured Notes due 2018 Each such wire transfer shall also set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions THE PRUDENTIAL INSURANCE COMPANY OF AMERICA a Lender By: Name: [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Purchaser /s/ Xxxxx Xxxxxx Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Title: Xxxxx Xxxxxx Title Senior Vice President Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center[Signature Page to Second Amended and Restated Credit Agreement (LTC Properties, Xxxxx 0000 Xxx XxxxxxxxxInc.)] MIZUHO BANK, XX 00000-4180 Attn: Xxxxx X. XxxxxLTD., Esq. Tax Identification Number 00-0000000 Purchaser Name PRUCO LIFE INSURANCE COMPANY Name in Which Notes are to be Registered PRUCO LIFE INSURANCE COMPANY Note Registration Numbers; Principal Amounts [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA No.: [*] Account No.: [*] Account Name: [*] Re: (see “Accompanying Information” below) Accompanying Information Name of Company: Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Each such wire transfer shall also set forth the due date and application (as among principal, interest, and Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments Pruco Life Insurance Company c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions PRUCO LIFE INSURANCE COMPANY a Lender By: Name: Title: Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center/s/ Xxxxx Xxxx Name Xxxxx Xxxx Title Authorized Signatory [Signature Page to Second Amended and Restated Credit Agreement (LTC Properties, Xxxxx 0000 Xxx XxxxxxxxxInc.)] MUFG UNION BANK, XX 00000-4180 Attn: Xxxxx X. XxxxxN.A., Esq. Tax Identification Number 00-0000000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Purchaser Name PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Name in Which Notes are to be Registered PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Note Registration Numbers; Principal Amounts [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA No.: [*] Account No.: [*] Account No.: [*] Re: (See “Accompanying information” below) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, Inc. 7.375% Senior Secured Notes due 2018 Each such wire transfer shall also set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments Prudential Retirement Insurance and Annuity Company c/o Prudential Investment Management, Inc. Private Placement Trade Management PRIAC Administration Gateway Center Four, 7th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Address for All Other Notices Prudential Retirement Insurance and Annuity Company c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY a Lender By: Prudential Investment Management/s/ Xxxx X. Xxxx Name Xxxx X. Xxxx Title Vice President ROYAL BANK OF CANADA, as a Lender By: /s/ Xxxxxx Xxx Name Xxxxxx Xxx Title Authorized Signatory [Signature Page to Second Amended and Restated Credit Agreement (LTC Properties, Inc.)] XXXXX FARGO BANK, investment manager NATIONAL ASSOCIATION, as a Lender By: Name: Title: Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, /s/ Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Xxxxxx Name Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION Note Registration Number; Principal Amount [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] ABA # [*] Acct. # [*] Acct Name: [*] Re: (See “Accompanying Information” below) Accompanying Information Name of Obligors: Description of Security: PPN: Encore Capital Group, Inc. 7.75% Senior Secured Notes due 2017 292554 A*3 Due date and application (as among principal, Make-Whole Amount and interest) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Billings and Collections Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Title Managing Director Fax: 000-000-0000 Recipient of telephonic prepayment notices Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Instructions re Delivery of Notes Send physical security by nationwide overnight delivery service to: Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. SCHEDULE BDirector

Amendment and Restatement; No Novation. This Agreement amends, restates and replaces the Prior Agreement, and is not intended to constitute be, and shall not be construed to create, a novation or accord and satisfaction, and, except as otherwise provided herein, the Prior Agreement or the Original Agreement, as applicable, in each case as amended or otherwise modified from time to time prior to the effectiveness of the amendment and restatement provided hereby, shall remain in full force and effect with respect to breaches of representations and warranties or breaches of obligations thereunderwhich may have occurred prior to the effectiveness of the amendment and restatement provided hereby. * * * * * If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, ENCORE CAPITAL GROUP, INC. By: /S/ X. Xxxxxxx Xxxxx /s/ Xxxx Xxxxxxxx Name: X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Title: President & Executive Vice President, Chief Executive Officer Financial Officer, and Treasurer The foregoing is hereby agreed to as of the date thereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /S/ Xxxxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxxxx Vice President PRUCO LIFE INSURANCE COMPANY By: /S/ Xxxxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxxxx Assistant Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., investment manager By: /S/ Xxxxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxxxx Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Prudential Investment Management, Inc., investment manager By: /S/ Xxxxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxxxx Vice President Each of the undersigned Guarantors consents to the amendments effected in this Second Amended and Restated Senior Secured Note Purchase Agreement (including the sale and purchase of the 2011 Notes) and the transactions contemplated hereby, reaffirms its obligations under the Multiparty Guaranty and its waivers, as set forth in the Multiparty Guaranty, of each and every one of the possible defenses to such obligations. In addition, the undersigned Guarantor reaffirms that its obligations under the Multiparty Guaranty are separate and distinct from the Company’s obligations. ASCENSION CAPITAL GROUP, INC.PROPEL ACQUISITION LLC, a Delaware corporation limited liability company By: /s/ X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Name: X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Title: President Executive Vice President, Chief Financial Officer, and Treasurer MIDLAND CREDIT MANAGEMENT, INC., a Kansas corporation By: /s/ X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Name: X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Title: President & Executive Vice President, Chief Executive Officer Financial Officer, and Treasurer MIDLAND FUNDING LLC, a Delaware limited liability company By: /s/ X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Name: X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Title: President Treasurer MIDLAND FUNDING NCC-2 CORPORATION, a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Name: X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Title: President Treasurer MIDLAND INTERNATIONAL LLC, a Delaware limited liability company By: /s/ X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Name: X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Title: President Treasurer MIDLAND PORTFOLIO SERVICES, INC., a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Name: X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Title: President Treasurer MRC RECEIVABLES CORPORATION, a Delaware corporation By: /s/ X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Name: X. Xxxxxxx Xxxxx Xxxx Xxxxxxxx Title: President Treasurer MIDLAND INDIA LLC, a Minnesota limited liability company By: /s/ Xxxx X. Xxxxxx X. Xxxxx, Xx. Name: Xxxx X. Xxxxxx X. Xxxxx, Xx. Title: Assistant Secretary [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Treasurer SCHEDULE A PURCHASER SCHEDULE Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Name in Which Notes are to be Registered THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration Numbers; R-1 $20,000,000 Original Principal Amounts [*] R-2 $ 9,750,000 RR-1 $14,000,000 Payment on Account of Notes Method: Federal Funds Wire Transfer Account Information: [*] JPMorgan Chase Bank New York, NY ABA No.: 000-000-000 Account No.: [*] P86288 (please do not use spaces) in the case of Note R-1 in the original principal amount of $20,000,000 Account No.: [*] P86188 (please do not include spaces) in the case of Note R-2 in the original principal amount of $9,750,000 and Note RR-1 in the original principal amount of $14,000,000 Re: (See “Accompanying informationInformation” below) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, Inc. Description of Security: 7.375% Senior Secured Notes due 2018 PPN: 292554 A@1 Each such wire transfer shall also set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America Payments c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx XxxxxxNewark, XX 00000NJ 07102-0000 4077 Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx XxxxxxxxxSuite 2700 San Francisco, Xxxxxxxxxx 00000California 94111-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: _____________________________ Name: [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Title: Vice President Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx XxxxxxxxxSuite 2700 San Francisco, XX 00000CA 94111-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUCO LIFE INSURANCE COMPANY Name in Which Notes are to be Registered PRUCO LIFE INSURANCE COMPANY Note Registration Numbers; R-3 $9,300,000 Principal Amounts [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] Method JPMorgan Chase Bank New York, NY Account Information ABA No.: [*] 000-000-000 Account No.: [*] P86192 (please do not include spaces) Account Name: [*] Pruco Life Private Placement Re: (see “Accompanying Information” below) Accompanying Information Name of Company: Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Each such wire transfer shall also set forth the due date and application (as among principal, interest, and Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments Pruco Life Insurance Company c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx XxxxxxNewark, XX 00000NJ 07102-0000 4077 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx XxxxxxxxxSuite 2700 San Francisco, Xxxxxxxxxx 00000California 94111-4180 Attn: Managing Director Fax: 000-000-0000 Purchaser Name PRUCO LIFE INSURANCE COMPANY Other Instructions PRUCO LIFE INSURANCE COMPANY By: _____________________________ Name: Title: Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx XxxxxxxxxSuite 2700 San Francisco, XX 00000CA 94111-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Purchaser Name PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Name in Which Notes are to be Registered PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Note Registration Numbers; R-4 $ 6,950,000 Principal Amounts [*] RR-2 $10,000,000 RR-3 $ 1,000,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] Account Information JPMorgan Chase Bank New York, NY ABA No.: [*] 000-000-000 Account No.: [*] P86329 (please do not include spaces) in the case of each of Note R-4 in the original principal amount of $6,950,000 and Note RR-2 in the original principal amount of $10,000,000 Account No.: [*] P86345 (please do not include spaces) in the case of Note RR-3 in the original principal amount of $1,000,000 Re: (See “Accompanying informationInformation” below) Accompanying Information Name of Company: Description of Security: PPN: 292554 A*3 Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Name of Company: Description of Security: PPN: 292554 A@1 Encore Capital Group, Inc. Description of Security: 7.375% Senior Secured Notes due 2018 PPN: 292554 A@1 Each such wire transfer shall also set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. Purchaser Name PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Address for Notices Related to Payments Prudential Retirement Insurance and Annuity Company c/o Prudential Investment Management, Inc. Private Placement Trade Management PRIAC Administration Gateway Center Four, 7th Floor 000 Xxxxxxxx Xxxxxx XxxxxxNewark, XX 00000 NJ 07102 with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Address for All Other Notices Prudential Retirement Insurance and Annuity Company c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx XxxxxxxxxSuite 2700 San Francisco, Xxxxxxxxxx 00000California 94111-4180 Attn: Managing Director Fax: 000-000-0000 Other Instructions PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., investment manager By: _____________________________ Name: Title: Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx XxxxxxxxxSuite 2700 San Francisco, XX 00000CA 94111-4180 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 Purchaser Name PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION Note Registration Number; R-5: $4,000,000 Principal Amount [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] Method JPMorgan Chase Bank New York, NY Account Information ABA # [*] 000-000-000 Acct. # [*] P86259 (please do not include spaces) Acct Name: [*] American Skandia Life - Private Placements Re: (See “Accompanying Information” below) Accompanying Information Name of Obligors: Description of Security: PPN: Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: 292554 A*3 Due date and application (as among principal, Make-Whole Amount and interest) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx XxxxxxNewark, XX 00000NJ 07102-0000 4077 Attention: Manager, Billings and Collections Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx XxxxxxxxxSuite 2700 San Francisco, XX 00000CA 94111-4180 Attn: Managing Director Fax: 000-000-0000 Recipient of telephonic prepayment notices Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Purchaser Name PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION Instructions re Delivery of Notes Send physical security by nationwide overnight delivery service to: Prudential Capital Group Four Embarcadero Center, Xxxxx 0000 Xxx XxxxxxxxxSuite 2700 San Francisco, XX 00000 CA 94111 Attn: Xxxxx X. Xxxxx, Esq. Tax Identification Number 00-0000000 [*] The asterisk denotes that confidential portions of this exhibit SCHEDULE B DEFINED TERMS As used herein, the following terms have been omitted the respective meanings set forth below or set forth in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. SCHEDULE BSection hereof following such term: