þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the fiscal year ended September 30, 2008 | ||
OR
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the transition period from to |
Delaware | 22-3388607 | |
(State or other jurisdiction
of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
210 Sylvan Avenue, Englewood
Cliffs, NJ |
07632
(Zip Code |
) | ||
(Address of principal executive offices) |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o |
2
3
Item 1.
Business.
charged-off receivables accounts that have been
written-off by the originators and may have been previously
serviced by collection agencies;
semi-performing receivables accounts where the
debtor is currently making partial or irregular monthly
payments, but the accounts may have been written-off by the
originators; and in limited circumstances; and
performing receivables accounts where the debtor is
making regular monthly payments that may or may not have been
delinquent in the past.
our relationships with industry participants, financial
institutions, collection agencies, investors and our financing
sources;
brokers who specialize in the sale of consumer receivable
portfolios; and
other sources.
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increasing levels of consumer debt;
increasing defaults of the underlying receivables; and
increasing utilization of third-party providers to collect such
receivables.
managing the collection and servicing of our consumer receivable
portfolios, including outsourcing a majority of those activities
to maintain low fixed overhead;
although reduced pricing has slowed our capabilities, we seek to
sell accounts on an opportunistic basis, generally when our
efforts have been exhausted through traditional collecting
methods, when pricing is at our indifference point, or when we
can capitalize on pricing during times when we feel the pricing
environment is high; and
although our purchases of consumer receivable portfolios are at
a lower level than in recent years, we remain focused on
capitalizing on our strategic relationships to identify and
acquire consumer receivable portfolios as pricing and conditions
permit.
5
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our relationships with industry participants, financial
institutions, collection agencies, investors and our financing
sources;
brokers who specialize in the sale of consumer receivable
portfolios; and
Other sources.
coordinating due diligence, including, in some cases,
on-site
visits to the sellers office;
stratifying and analyzing the portfolio characteristics;
valuing the portfolio;
preparing bid proposals;
negotiating pricing and terms;
negotiating and executing a purchase contract;
closing the purchase; and
coordinating the receipt of account documentation for the
acquired portfolios.
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the number of collection agencies previously attempting to
collect the receivables in the portfolio;
the average balance of the receivables;
the age of the receivables (as older receivables might be more
difficult to collect or might be less cost effective);
past history of performance of similar assets as we
purchase portfolios of similar assets, we believe we have built
significant history on how these receivables will liquidate and
cash flow;
time elapsed since charge-off;
payments made since charge-off;
the credit originator and their credit guidelines;
the locations of the debtors as there are better states to
attempt to collect in and ultimately we have better
predictability of the liquidations and the expected cash flows.
Conversely, there are also states where the liquidation rates
are not as good and that is factored into our cash flow analysis;
jobs or property of the debtors found within portfolios-with our
business model, this is of particular importance. Debtors with
jobs or property are more likely to repay their obligation and
conversely, debtors without jobs or property are less likely to
repay their obligation; and
the ability to obtain customer statements from the original
issuer.
adequate internal controls to detect fraud;
the ability to provide post sale support; and
the capacity to honor put-back and return warranty requests.
7
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debts paid prior to the cutoff date;
debts in which the consumer filed bankruptcy prior to the cutoff
date;
debts in which the consumer was deceased prior to cutoff
date; and
fraudulent accounts.
8
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collection/skiptrace;
customer service; and
accounting and finance
contacting customers;
explaining the benefits of making payment on the
obligations; and
working with the customers to develop acceptable means to
satisfy their obligations.
offering obligors a discount on the overall obligation; and/or
tailoring repayment plans that provide for the payment of these
obligations as a component of the obligors monthly budget.
handling incoming calls from debtors and third-party collection
agencies that are responsible for collecting on our consumer
receivable portfolios;
coordinating customer inquiries and assisting the collection
agencies in the collection process;
handling buy-back and information requests from companies that
have purchased receivables from us;
working with the buyers during the transition period and post
sale process; and
handling any issues that may arise once a receivable portfolio
has been sold.
making daily deposits of customer payments;
9
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posting these payments to the customers account; and
in conjunction with the customer service department, providing
senior management with weekly and monthly receivable activity
and performance reports.
the age of the receivables;
the status of the receivables whether paying or
non-paying; and
the selling price.
other purchasers of consumer receivables, including third-party
collection companies; and
other financial services companies who purchase consumer
receivables.
purchase price;
representations, warranties and indemnities requested;
making purchase decisions in a timely manner; and
reputation of the purchaser.
10
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11
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Item 1A.
Risk
Factors.
12
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14
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15
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we are required to dedicate a significant portion of our cash
flows from operations to pay debt service costs and, as a
result, we will have less funds available for operations, future
acquisitions of consumer receivable portfolios, and other
purposes;
it may be more difficult and expensive to obtain additional
funds through financings, if available at all;
16
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we are more vulnerable to economic downturns and fluctuations in
interest rates, less able to withstand competitive pressures and
less flexible in reacting to changes in our industry and general
economic conditions; and
if we defaulted under our existing credit facilities or if our
creditors demanded payment of a portion or all of our
indebtedness, we may not have sufficient funds to make such
payments.
acceleration of the payment of our outstanding indebtedness;
cross defaults to and acceleration of the payment under other
financing arrangements;
our inability to borrow additional amounts under our existing
financing arrangements; and
our inability to secure financing on favorable terms or at all
from alternative sources.
A slowdown in the economy;
severe problems in the credit and housing markets;
higher unemployment;
reductions in consumer spending;
changes in the underwriting criteria by originators; and
changes in laws and regulations governing consumer lending and
the related collections.
17
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the growth in consumer debt;
the volume of consumer receivable portfolios available for sale;
availability of financing to fund purchases;
competitive factors affecting potential purchasers and sellers
of consumer receivable portfolios; and
possible future changes in the bankruptcy laws, state laws and
homestead acts which could make it more difficult for us to
collect.
lower employee morale, higher employee attrition rates and fewer
experienced employees;
disruptions in our operations and loss of efficiency in
collection functions;
excess costs associated with unused space in collection
facilities; and
further reliance on our third party collection agencies and
attorneys.
the continuation of a slowdown in the economy;
continuation of the problems in the credit and housing markets;
reductions in consumer spending;
changes in the underwriting criteria by originators; and
changes in laws and regulations governing consumer lending.
18
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made numerous attempts to collect on these obligations, often
using both their in-house collection staff and third-party
collection agencies;
subsequently deemed these obligations as uncollectible; and
charged-off these obligations.
19
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20
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purchase consumer receivable portfolios; and
achieve our growth plans.
cause our indebtedness to become immediately payable;
preclude us from further borrowings from these existing
sources; and
prevent us from securing alternative sources of financing
necessary to purchase consumer receivable portfolios and to
operate our business.
21
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the election of a majority of our directors; and
the approval of mergers, sales of assets or other corporate
transactions or matters submitted for stockholder approval.
the effective and timely initiation and development of
relationships with sellers of consumer receivable portfolios and
strategic partners;
our ability to maintain the collection of consumer receivables
efficiently; and
the recruitment, motivation and retention of qualified personnel.
22
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The Fair Debt Collection Practices Act;
The Federal Trade Commission Act;
The
Truth-In-Lending
Act;
The Fair Credit Billing Act;
The Equal Credit Opportunity Act; and
The Fair Credit Reporting Act.
23
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the diversion of our managements attention from our
everyday business activities;
the assimilation of the operations and personnel of the acquired
business;
the contingent and latent risks associated with the past
operations of, and other unanticipated problems arising in, the
acquired business; and
the need to expand management, administration and operational
systems.
we will be able to successfully integrate the operations of any
new businesses into our business;
we will realize any anticipated benefits of completed
acquisitions; or
there will be substantial unanticipated costs associated with
acquisitions.
potentially dilutive issuances of our equity securities;
the incurrence of additional debt; and
the recognition of significant charges for depreciation and
impairment charges related to goodwill and other intangible
assets.
24
Table of Contents
the timing and amount of collections on our consumer receivable
portfolios;
our inability to identify and acquire additional consumer
receivable portfolios;
a decline in the estimated future value of our consumer
receivable portfolio recoveries;
increases in operating expenses associated with the growth of
our operations;
general and economic market conditions; and
25
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prices we are willing to pay for consumer receivable portfolios.
Item 1B.
Unresolved
Staff Comments.
Item 2.
Properties.
Item 3.
Legal
Proceedings.
Item 4.
Submission
of Matters to a Vote of Security Holders.
26
Table of Contents
67
F-17
Item 5.
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
High
Low
$
37.25
$
27.63
43.89
29.03
46.50
36.90
43.80
31.85
$
39.78
$
24.71
26.29
12.92
15.25
6.74
10.01
6.76
Number of
Securities
Remaining Available
Number of
for Future Issuance
Securities to be
Under Equity
Issued Upon
Weighted-Average
Compensation Plans
Exercise of
Exercise Price of
(Excluding
Outstanding
Outstanding
Securities
Options, Warrants
Options, Warrants
Reflected in Column
Equity Compensation Plan
and Rights
and Rights
(a))
(a)
(b)
(c)
1,037,438
$
11.69
1,267,334
0
0
0
1,037,438
$
11.69
1,267,334
27
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AMONG ASTA FUNDING, INC.,
NASDAQ MARKET INDEX AND PEER GROUP INDEX
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING SEPT. 30, 2008
2003
2004
2005
2006
2007
2008
100.00
125.67
236.92
324.42
333.05
61.80
100.00
112.80
223.39
168.29
147.05
82.13
100.00
106.02
120.61
127.77
152.68
118.28
28
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Item 6.
Selected
Financial Data.
Year Ended September 30,
2008
2007
2006
2005
2004
(In thousands, except per share data)
$
115,295
$
138,356
$
101,024
$
69,479
$
51,175
200
2,181
405
115,495
140,537
101,429
69,479
51,175
29,561
25,450
18,268
15,340
11,258
17,881
18,246
4,641
1,853
845
53,160
9,097
2,245
1,316
300
100,602
52,793
25,154
17,193
13,719
14,893
87,744
76,275
52,286
37,456
55
225
550
14,948
87,969
76,825
52,286
37,456
6,119
35,703
31,060
21,290
15,219
$
8,829
$
52,266
$
45,765
$
30,996
$
22,237
$
0.62
$
3.79
$
3.36
$
2.29
$
1.67
$
0.61
$
3.56
$
3.13
$
2.15
$
1.57
2008
2007
2006
2005
2004
(In millions)
$
208.0
$
281.8
$
214.5
$
168.9
$
114.0
49.9
440.9
200.2
126.0
103.7
1,456.1
10,891.9
5,194.0
3,445.2
2,833.6
1.7
%
12.0
%
19.6
%
18.3
%
16.3
%
3.6
%
24.8
%
27.8
%
23.9
%
21.5
%
$
0.16
$
0.16
$
0.56
$
0.14
$
0.12
481.1
580.3
287.8
180.0
158.6
221.7
326.5
82.8
29.3
39.4
247.9
237.5
184.3
145.2
114.5
31,049.9
29,593.8
18,701.9
13,507.9
10,062.7
(1)
The return on average assets is computed by dividing net income
by average total assets for the fiscal year. The return on
average stockholders equity is computed by dividing net
income by the average stockholders equity for the fiscal
year. Both ratios have been computed using beginning and
period-end balances.
(2)
Includes a special dividend of $0.40 per share in 2006.
29
Table of Contents
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operation.
charged-off receivables
accounts that have
been written-off by the originators and may have been previously
serviced by collection agencies;
semi-performing receivables
accounts where
the debtor is making partial or irregular monthly payments, but
the accounts may have been written-off by the originators; and
in limited circumstances,
performing receivables
accounts where the
debtor is making regular monthly payments that may or may not
have been delinquent in the past.
our relationships with industry participants, collection
agencies, investors and our financing sources;
brokers who specialize in the sale of consumer receivable
portfolios; and
other sources.
The interest method; or
The cost recovery method.
30
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same issuer/originator
same underlying credit quality
similar geographic distribution of the accounts
similar age of the receivable and
same type of asset class (credit cards, telecommunications, etc.)
the number of collection agencies previously attempting to
collect the receivables in the portfolio;
the average balance of the receivables;
the age of the receivables (as older receivables might be more
difficult to collect or might be less cost effective);
past history of performance of similar assets as we
purchase portfolios of similar assets, we believe we have built
significant history on how these receivables will liquidate and
cash flow;
number of months since charge-off;
payments made since charge-off;
the credit originator and their credit guidelines;
the locations of the debtors as there are better states to
attempt to collect in and ultimately we have better
predictability of the liquidations and the expected cash flows.
Conversely, there are also states where the liquidation rates
are not as good and that is factored into our cash flow analysis;
financial wherewithal of the seller;
jobs or property of the debtors found within portfolios-with our
business model, this is of particular importance. Debtors with
jobs or property are more likely to repay their obligation and
conversely, debtors without jobs or property are less likely to
repay their obligation; and
the ability to obtain customer statements from the original
issuer.
31
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Years Ending September 30,
2008
2007
2006
99.8
%
98.4
%
99.6
%
0.2
%
1.6
%
0.4
%
100.0
%
100.0
%
100.0
%
25.6
%
18.1
%
18.0
%
15.5
%
13.0
%
4.6
%
46.0
%
6.5
%
2.2
%
12.9
%
62.4
%
75.2
%
0
%
0.2
%
0.5
%
12.9
%
62.6
%
75.7
%
5.3
%
25.4
%
30.6
%
7.6
%
37.2
%
45.1
%
32
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33
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34
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35
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36
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37
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38
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39
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Year Ended September 30,
2008
2007
2006
2005
2004
(In millions)
$
545.6
$
257.3
$
172.7
$
146.1
$
105.6
49.9
440.9
200.2
126.0
103.7
(81.7
)
(114.4
)
(90.4
)
(59.6
)
(37.6
)
(11.0
)
(29.1
)
(23.0
)
(39.8
)
(25.3
)
(53.2
)
(9.1
)
(2.2
)
(0.3
)
(0.6
)
$
449.0
$
545.6
$
257.3
$
172.7
$
146.1
40
Table of Contents
(1)
Cash collections applied to principal consists of cash
collections less income recognized on finance receivables plus
amounts received by us from the sale of consumer receivable
portfolios to third parties.
(2)
In 2007, includes put backs of purchased accounts returned to
the seller totaling $5.5 million.
Year Ended September 30,
2008
2007
2006
(In millions)
$
49.9
$
440.9
$
200.2
1,605.1
10,891.9
5,194.0
September 30, 2008
September 30, 2007
September 30, 2006
Cost
Interest
Cost
Interest
Cost
Interest
Recovery
Method
Recovery
Method
Recovery
Method
Portfolios
Portfolios
Portfolios
Portfolios
Portfolios
Portfolios
(In millions)
$
405.9
$
789.5
$
101.1
$
1,045.4
$
50.6
$
655.0
12,053.4
18,980.0
3,961.5
25,464.7
2,205.0
16,332.8
245.5
203.5
32.0
513.6
1.1
256.3
1.2
114.0
2.2
136.2
3.4
97.6
24.9
183.0
21.2
260.6
3.7
210.8
Collections
Represented
Finance
By account
Income
Sales
Recognized
$
20,395,000
$
9,361,000
54,193,000
25,164,000
55,035,000
32,041,000
41
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Total
Net Cash
Estimated
Collections
Estimated
Total
Collections
Purchase
Purchase
Including
Remaining
Estimated
as a Percentage
Price(2)
Cash Sales(3)
Collections(4)
Collections(5)
of Purchase Price
$
65,120,000
$
105,302,000
105,302,000
162
%
36,557,000
47,826,000
47,826,000
131
%
115,626,000
203,875,000
2,692,000
206,567,000
179
%
103,743,000
171,857,000
3,635,000
175,492,000
169
%
126,023,000
185,217,000
37,717,000
222,934,000
177
%
200,237,000
203,438,000
103,504,000
306,942,000
153
%
109,235,000
59,176,000
90,521,000
149,697,000
137
%
26,626,000
12,449,000
23,535,000
35,984,000
135
%
(1)
Total collections do not represent full collections of the
Company with respect to this or any other year.
(2)
Purchase price refers to the cash paid to a seller to acquire a
portfolio less the purchase price refunded by a seller due to
the return of non-compliant accounts (also defined as
put-backs), plus third party commissions
(3)
Cash collections include: net collections from our third-party
collection agencies and attorneys, collections from our in-house
efforts and collections represented by account sales.
(4)
Does not include estimated collections from portfolios that are
zero basis
(5)
Total estimated collections refer to the actual net cash
collections, including cash sales, plus estimated remaining
collections.
(6)
The Portfolio Purchase was reclassified from the interest method
to the cost recovery method during the third quarter of fiscal
year 2008 The following table describes the impact of the
reclassification on the year 2007.
Total
Net Cash
Estimated
Collections
Estimated
Total
Collections
Purchase
Including
Remaining
Estimated
as a Percentage
Price
Cash Sales
Collections
Collections
of Purchase Price
$
384,850,000
$
69,409,000
$
460,205,000
$
529,614,000
138
%
(275,615,000
)
(45,499,000
)
(334,701,000
)
(380,200,000
)
(138
)%
$
109,235,000
$
23,910,000
$
125,504,000
$
149,414,000
137
%
35,266,000
(34,983,000
)
283,000
$
109,235,000
$
59,176,000
$
90,521,000
$
149,697,000
137
%
42
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43
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Item 7A.
Quantitative
and Qualitative Disclosures About Market Risk
44
Item 8.
Financial
Statements And Supplementary Data.
Page
F-2
F-4
F-5
F-6
F-7
F-8
Item 9.
Changes
in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Item 9A.
Controls
and Procedures.
45
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46
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47
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Item 9B.
Other
Information.
Item 10.
Directors,
Executive Officers and Corporate Governance.
88
Director, Chairman of the Board and Executive Vice President
56
Director, President and Chief Executive Officer
79
Director
70
Director
61
Director
74
Director
46
Director
56
Director
61
Chief Operating Officer
47
Senior Vice President
53
Chief Financial Officer
51
Controller
(1)
Member of Audit Committee
(2)
Member of Compensation Committee
(3)
Member of Governance Committee
(4)
Lead Independent Director
(5)
Resigned from the Board of Directors on December 17, 2008
(6)
Resigned as Chief Financial Officer effective after the filing
of Report on
Form 10-K
for 2008
(7)
Assumes the role of Chief Financial Officer effective after the
filing of Report on
Form 10-K
for 2008
48
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49
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Item 11.
Executive
Compensation.
50
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o
motivate and fairly reward executives whose knowledge, skills
and performance are critical to our success; and
51
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52
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ON EXECUTIVE COMPENSATION
53
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Summary Compensation Table
All Other
Fiscal
Salary
Bonus
Stock Awards
Compensation
Total
Year
($)
($)(1)
($)(3)
($)(8)
($)
2008
360,385
0
167,055
466
527,906
2007
370,962
0
(2)
220,340
455
591,757
2008
577,500
0
236,406
33,695
847,601
2007
570,096
0
(2)
220,340
21,124
811,560
2008
277,308
0
143,956
28,662
449,926
2007
260,577
75,000
220,340
19,570
575,487
2008
286,538
0
0
17,145
303,683
2007
16,346
0
0
1,200
17,546
2008
225,577
0
61,854
8,782
296,213
2007
190,577
70,000
73,456
8,400
342,433
(1)
No bonuses were awarded to Named Executive Officers for fiscal
year 2008. Bonuses reflected in the table above were awarded in
January 2008 for fiscal year ended September 30, 2007. Also
included above is a $50,000 bonus paid to Mr. Cohen during
fiscal year 2007 for his work in connection with the
$300 million portfolio purchase in March 2007. Bonuses paid
in fiscal year 2007 for services provided in fiscal year 2006,
as reported in our 2007 proxy statement, were as follows:
$
50,000
$
100,000
$
50,000
(2)
Bonuses awarded to Gary Stern and Arthur Stern of $250,000 and
$50,000, respectively, were not paid at the election of the two
Named Executive Officers.
(3)
The amounts shown in the Stock Awards column represent the
approximate amount we recognized for financial statement
reporting purposes in fiscal year 2008 for the fair value of
equity awards granted to the named executive officers in fiscal
year 2008 and prior years, in accordance with
SFAS No. 123(R), excluding the impact of estimated
forfeitures related to service-based vesting conditions, as
required by SEC rules. As a result, these amounts do not reflect
the amount of compensation actually received by the named
executive officer during the fiscal year. For a description of
the assumptions used in calculating the fair value of equity
awards under SFAS No. 123(R), see Note A [10] and
Note K of our financial statements in our
Form 10-K
for the year ended September 30, 2008.
(4)
Arthur Stern as of January 2009 has stepped down as an employee
of the Company, although he will continue to serve on the Board,
with the title Chairman Emeritus and to consult for a
combined annual directors and consulting fee of $300,000.
Mr. Stern founded the Company and has served as Executive
Vice President and Chairman of Board of the Company since 1995.
(5)
Mitchell Cohen has resigned from the Company.
Mr. Cohens resignation takes affect after the filing
of this Form
10-K.
Mr. Cohen will continue to consult with the Company to
insure a smooth transition, and will receive a consulting fee of
$5,000 per month for six months. The Board has also agreed to
accelerate the vesting of 5,000 shares of restricted stock
of the Company which otherwise would have vested on
March 19, 2009.
(6)
Mr. Williams was appointed to the Chief Operating Officer
position on January 8, 2008. Salary for fiscal year 2007
represents the period August 27, 2007 (commencement of
employment with the Company) through September 30, 2007.
Salary earned for period was in the capacity of Vice
President Strategic Initiatives.
(7)
Ms. Curtin was appointed to the Senior Vice President
position on January 8, 2008. Salary, Bonus and Stock Awards
were in a non-executive capacity for 2007.
54
Table of Contents
(8)
These amounts consist of:
matching Company contributions under our 401(k) plan, and
life premiums as follows:
401(k)
Life
Health
Company
Insurance
Automobile
Insurance
Match
Premium
Allowance
Premiums
Total
Year
($)
($)
($)
($)
($)
2008
466
466
2007
455
455
2008
5,661
24,982
3,052
33,695
2007
10,000
8,224
2,900
21,124
2008
6,933
19,000
2,729
28,662
2007
7,500
9,475
2,595
19,570
2008
5,250
9,600
2,296
17,146
2007
1,200
0
1,200
2008
7,750
1,032
8,782
2007
7,500
900
8,400
All Other
Stock Awards:
Number of
Shares of
Stocks or
Grant Date Fair
Units
Value of Stock and
Grant Date
(#)(1)
Option Awards ($)
1/17/08
5,000
$
98,650
1/17/08
20,000
$
394,600
1/17/08
3,000
$
59,190
(1)
These restricted stock awards vest in three equal annual
installments beginning 10/1/08.
55
Table of Contents
Option Awards
Stock Awards
Number of
Securities
Underlying
Market Value of
Unexercised
Option
Number of Shares or
Shares or Units of
Options
Exercise
Option
Units of Stock That
Stock That Have Not
(#)
Price
Expiration
Have Not Vested
Vested
Exercisable
($)
Date
(#)
($)(1)
5,000
35,050
6,000
5.96
11/14/11
3,334
23,371
30,000
4.725
11/1/12
70,000
14.87
11/3/13
80,000
18.22
10/28/14
5,000
35,050
300,000
2.625
9/18/10
13,334
93,471
6,000
5.96
11/14/11
60,000
4.725
11/1/12
70,000
14.87
11/3/13
150,000
18.22
10/28/14
20,000
16.57
9/9/14
5,000
35,050
1,668
11,693
3,334
18.76
11/16/14
2,000
14,020
(1)
Based on $7.01 per share, the closing price of the common stock
as reported by NASDAQ on September 30, 2008.
Stock Awards
Option Awards
Number of
Number of
Value
Shares
Value
Shares
Realized
Acquired
Realized
Acquired
on
on
on
on Exercise
Exercise
Vesting
Vesting
(#)
($)(1)
(#)
($)(2)
100,000
1,237,500
6,666
79,479
200,000
4,407,500
11,666
114,679
0
0
5,000
67,750
0
0
0
0
0
0
2,667
29,623
(1)
Represents the difference between the market price of the
underlying securities at exercise and the exercise price of the
option.
(2)
Represents the number of shares vested multiplied by the market
value of the shares on the vesting date.
56
Table of Contents
$
577,500
$
355,000
$
300,000
$
280,000
57
Table of Contents
a lump sum amount in cash equal to two (2) times the sum of
the executives base salary in effect on the date of
termination and the highest annual bonus earned by the executive
during his employment with the Company, and
the executive will continue to receive the benefits and
perquisites as provided in the employment agreement for two
years from the date of termination.
Termination
Change-in
without Cause
control Trigger
(2)
Event(3)
$
355,000
$
810,000
$
577,500
$
1,355,000
$
280,000
$
710,000
$
450,000
$
600,000
(1)
Ms. Curtin does not have an employment agreement.
(2)
Executive is paid for a period of twelve months following
termination date. Chart does not include the value of
12 months continued health, medical and other benefits nor
the effects of the requirement to give 90 days notice of
termination or pay for such 90 day period.
(3)
Executive is paid a lump sum amount in cash equal to two
(2) times the sum of the executives base salary in
effect on the date of termination and the highest annual bonus
earned by the executive during his employment with the Company.
Chart does not include the value of 24 months continued
health, medical and other benefits.
(4)
Arthur Sterns contract expired 12/31/08. Additionally,
Mr. Stern as of January 2009 has stepped down as an
employee of the Company, although he will continue to serve on
the Board, with the title Chairman Emeritus and to consult
for a combined annual directors and consulting fee of $300,000.
(5)
Mitchell Cohen, will be leaving the Company to relocate and take
another position. A date has not yet been set for his departure
as Mr. Cohen intends to stay with the Company until the
latest banking arrangements are finalized and the Company has
filed its
Form 10-K
for fiscal 2008. Mr. Cohen will continue to consult with
the Company to insure a smooth transition, and will receive a
consulting fee of $5,000 per month for six months. The Board has
also agreed to accelerate the vesting of 5,000 shares of
restricted stock of the Company which otherwise would have
vested on March 19, 2009.
An annual fee of $35,000 per year for each Independent Director,
An annual fee for the Lead Independent Director of $25,000 per
year,
58
Table of Contents
An annual fee of $20,000 for Chairman of Audit Committee,
An annual fee of $10,000 for Audit Committee Member,
An annual fee of $15,000 for Chairman of the Compensation
Committee,
An annual fee of $7,500 for Compensation Committee Member,
An annual fee of $15,000 for Chairman of the Governance
Committee, and
An annual fee of $7,500 for Governance Committee Member.
Fees
Earned or
Paid in
Stock
Option
Cash
Awards
Awards
Total
($)
($)(1)
($)(1)
($)
40,000
51,883
15,346
107,229
(2)
48,750
51,883
15,346
115,979
(3)
56,250
51,883
15,346
123,479
(4)
57,500
51,883
15,346
124,729
(5)
45,000
51,883
15,346
112,229
(6)
39,375
51,502
15,346
106,604
(7)
(1)
The amounts shown in the Stock Awards and Option Awards columns
represents the approximate amount we recognized for financial
statement reporting purposes in fiscal year 2008 for the fair
value of equity awards granted to the outside directors in
fiscal year 2008 and prior years, in accordance with
SFAS No. 123(R), excluding the impact of estimated
forfeitures related to service-based vesting conditions, as
required by SEC rules. As a result, these amounts do not reflect
the amount of compensation actually received by the named
executive officer during the fiscal year. For a description of
the assumptions used in calculating the fair value of equity
awards under SFAS No. 123(R), see Note A [10] and
Note K of our financial statements in our
Form 10-K
for the year ended September 30, 2008.
(2)
Includes $3,750 paid in cash for Chairmanship of the Governance
Committee and $2,500 for being a member of the Audit Committee.
Both positions have been held since June 3, 2008.
(3)
Includes $7,500 paid in cash for Chairmanship of the Nominating
Committee (predecessor committee to Governance Committee)
Mr. Celano was chairman until June 3, 2008. Also
includes $7,500 for being a member of the Audit Committee.
(4)
Includes $16,875 paid in cash for Chairmanship of the Audit
Committee and $5,625 for being a member of the Compensation
Committee.
(5)
Includes $12,500 paid in cash for Chairmanship of the
Compensation Committee, $5,000 in cash for being a member of the
Audit Committee (member through June 3, 2008) and
$6,250 for being Lead Independent Director, a position
Mr. Slackman has held since June 3, 2008.
(6)
Includes $11,250 paid in cash for being a member of the
Compensation Committee and the Governance Committee.
Mr. Rivera resigned his position on the Board of Directors
effective December 17, 2008.
(7)
Includes $5,625 paid in cash for being a member of the
Governance Committee.
59
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60
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Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
Amount and
Nature
of Beneficial
Ownership
Percentage(1)
647,683
(2)
4.5
%
1,535,987
(3)
10.3
%
35,000
(4)
*
0
n/a
9,667
(5)
*
45,000
(6)
*
New York, NY 10271
20,334
(7)
*
Scotch Plains, NJ
80,000
(8)
*
New York, NY 10019
54,834
(9)
*
East Northport, NY 11731
49,666
(10)
*
New York, NY 10019
34,769
(11)
*
New York, NY 10019
842,000
(12)
5.9
%
440,451
(13)
3.1
%
Monsey, NY 10952
1,573,000
(14)
11.0
%
Brooklyn, NY 11230
928 East
10
th
Street
Brooklyn, NY 11230
692,000
(15)
4.8
%
928 East
10
th
Street
Brooklyn, NY 11230
862,000
(16)
6.0
%
8889 Pelican Bay Blvd. Suite 500
Naples, FL 34108
1,316,238
(17)
9.2
%
75 State Street
Boston, MA 02109
840,647
(18)
5.9
%
P.O. Box 107
Spring Hill Old 4004
Australia
1,793,630
(19)
12.6
%
1224 East Green Street
Suite 200
Pasadena, CA 91106
808,520
(20)
5.7
%
2,512,939
(21)
16.4
%
61
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*
Less than 1%
(1)
Any shares of common stock that any person named above has the
right to acquire within 60 days of December 31, 2008,
are deemed to be outstanding for purposes of calculating the
ownership percentage of such person, but are not deemed to be
outstanding for purposes of calculating the beneficial ownership
percentage of any other person not named in the table above.
(2)
Includes 186,000 shares of common stock issuable upon
exercise of options that are exercisable within 60 days of
December 31, 2008, and 214,599 shares of common stock
owned by Asta Group, Incorporated which shares are attributable
to Arthur Stern based on his percentage ownership of Asta Group.
Includes 8,334 shares of restricted stock that will not
have vested within 60 days of December 31, 2008 which
Mr. Stern has the right to vote. Excludes
349,460 shares owned by Stern Family Investors LLC which
shares are attributable to Arthur Stern based on his percentage
ownership of such LLC and 948 shares owned by GMS Family
Investors LLC which shares are attributable to Arthur Stern
based on his percentage ownership of such LLC. Arthur Stern does
not have voting or investment power with respect to any of the
shares held by either LLC and disclaims beneficial ownership of
the shares owned by the LLCs.
(3)
Includes 586,000 shares of common stock issuable upon
exercise of options that are exercisable within 60 days of
December 31, 2008, and 196,656 shares of common stock
owned by Gary Stern as custodian for his minor children and
285,607 shares of common stock owned by Asta Group, which
shares are attributable to Gary Stern based on his percentage
ownership of Asta Group. Includes 18,334 shares of
restricted stock that will not have vested within 60 days
of December 31, 2008 which Mr. Stern has the right to
vote. Excludes 684,945 shares owned by GMS Family Investors
LLC which shares are attributable to Gary Stern based on his
percentage ownership of such LLC. Gary Stern does not have
voting or investment power with respect to any of the shares
held by the LLC and disclaims beneficial ownership of the shares
owned by the LLC. Also excludes 196,656 shares of common
stock held by one of his children who is no longer a minor and
for which he disclaims beneficial ownership.
(4)
Includes 20,000 shares of common stock issuable upon
exercise of options that are exercisable within 60 days of
December 31, 2008. Includes 5,000 shares of restricted
stock that will not have vested within 60 days of
December 31, 2008 which Mr. Cohen has the right to
vote.
(5)
Includes 3,668 shares of restricted stock that will not
have vested within 60 days of December 31, 2008 which
Ms. Curtin has the right to vote.
(6)
Includes 37,000 shares of common stock issuable upon
exercise of options that are exercisable within 60 days of
December 31, 2008. Includes 3,666 shares of restricted
stock that will not have vested within 60 days of
December 31, 2008 which Mr. Badillo has the right to
vote. Excludes 1,000 shares of common stock issuable upon
exercise of options that are not exercisable within 60 days
of December 31, 2008.
(7)
Includes 10,334 shares of common stock issuable upon
exercise of options that are exercisable within 60 days of
December 31, 2008. Includes 3,666 shares of restricted
stock that will not have vested within 60 days of
December 31, 2008 which Mr. Celano has the right to
vote. Excludes 1,000 shares of common stock issuable upon
exercise of options that are not exercisable within 60 days
of December 31, 2008.
(8)
Includes 72,000 shares of common stock issuable upon
exercise of options that are exercisable within 60 days of
December 31, 2008. Includes 2,666 shares of restricted
stock that will not have vested within 60 days of
December 31, 2008 which Mr. Leibowitz has the right to
vote. Excludes 1,000 shares of common stock issuable upon
exercise of options that are not exercisable within 60 days
of December 31, 2008.
(9)
Includes 45,334 shares of common stock issuable upon
exercise of options that are exercisable within 60 days of
December 31, 2008. Includes 3,666 shares of restricted
stock that will not have vested within 60 days of
December 31, 2008 which Mr. Slackman has the right to
vote. Excludes 1,000 shares of common stock issuable upon
exercise of options that are not exercisable within 60 days
of December 31, 2008.
(10)
Includes 44,000 shares of common stock issuable upon
exercise of options that are exercisable within 60 days of
December 31, 2008. Mr. Rivera resigned from the Board
of Directors effective December 17, 2008. Effective with
his resignation Mr. Rivera forfeited 4,334 restricted
shares of common stock and 1,000 stock options that did not vest
prior to his resignation.
62
Table of Contents
(11)
Includes 25,769 shares of common stock issuable upon
exercise of options that are exercisable within 60 days of
December 31, 2008. Includes 3,666 shares of restricted
stock that will not have vested within 60 days of
December 31, 2008 which Mr. Piccolo has the right to
vote. Excludes 1,000 shares of common stock issuable upon
exercise of options that are not exercisable within 60 days
of December 31, 2008.
(12)
Asta Group, Incorporated is owned by Arthur Stern, our Chairman
of the Board and an Executive Vice President, Gary Stern, our
President and Chief Executive Officer, and other members of the
Stern family, including Barbara Marburger.
(13)
Includes 90,676 shares of common stock owned by
Ms. Marburger as custodian for her minor child and
70,907 shares of common stock owned by Asta Group, which
shares are attributable to Ms. Marburger based on her
percentage ownership of Asta Group. Excludes shares of common
stock held by her children who are no longer minors and for
which she disclaims beneficial ownership. Ms. Marburger is
the daughter of Arthur Stern and the sister of Gary Stern.
(14)
Includes 19,000 shares of common stock owned directly,
692,000 shares owned by Stern Family Investors LLC and
862,000 shares owned by GMS Family Investors LLC.
Ms. Feder is the manager of each LLC and as such has sole
voting and investment power as to such shares.
(15)
A limited liability company of which Judith R. Feder has sole
voting and investment power. Arthur Stern has a 49.5% beneficial
interest in the LLC, his wife, Alice Stern, has a 1% beneficial
interest, and a trust for the benefit of the descendants of
Arthur Stern, of which Judith R. Feder is trustee, has a 49.5%
beneficial interest in the LLC.
(16)
A limited liability company of which Judith R. Feder has sole
voting and investment power. Gary Stern has a 79.46% beneficial
interest in the LLC, trusts for the benefit of the children of
Gary Stern of which Judith R. Feder is the trustee have a
combined 20.43% beneficial interest (10.215% each),
and Arthur Stern has a .11% beneficial interest in the LLC.
(17)
Based on Information reported by Private Capital Management in
its Form 13G/A filed with the Securities &
Exchange Commission (SEC) on December 10, 2008.
(18)
Based on information contained in a NASDAQ online report as of
January 14, 2009, based on the Form 13G and 13F
filings with the SEC as of such date. The Company is not aware
of any additional filings by any person or Company known to
beneficially own more than 5% of the outstanding shares of
common stock. On February 17, 2009 based on the Form 13G/A
filed with the SEC, the ownership of Wellington Management
Company LLP was zero percent.
(19)
Based on Information reported by Peters MacGregor Capital
Management Pty, Ltd in its Form 13G/A filed with the
Securities & Exchange Commission on February 3,
2009.
(20)
Based on information contained in a NASDAQ online report as of
January 14, 2009, based on the Form 13G and 13F
filings with the SEC as of such date. The Company is not aware
of any additional filings by any person or Company known to
beneficially own more than 5% of the outstanding shares of
common stock.
(21)
Includes 1,029,771 shares of common stock issuable upon
exercise of options that are exercisable within 60 days of
December 31, 2008. Includes 57,006 shares of
restricted stock that will not have vested within 60 days
of December 31, 2008. Excludes 5,000 shares of common
stock issuable upon exercise of options that are not exercisable
within 60 days of December 31, 2008. Excludes the
shares owned in the aggregate by Stern Family Investors LLC and
GMS Family Investors LLC.
63
Table of Contents
(a)
(b)
(c)
Number of Securities
Remaining Available for
Number of Securities
Future Issuance Under
to be Issued Upon
Weighted-Average
Equity Compensation
Exercise of
Exercise Price of
Plans (Excluding
Outstanding Options,
Outstanding Options,
Securities Reflected In
Warrants and Rights
Warrants and Rights
Column (a))
1,037,438
$
11.69
1,267,334
1,037,438
$
11.69
1,267,334
Item 13.
Certain
Relationships and Related Transactions, and Director
Independence.
Item 14.
Principal
Accounting Fees and Services.
64
Table of Contents
65
Table of Contents
Item 15.
Exhibits,
Financial Statement Schedules.
(a)
The following documents are filed as part of this report
2.
Exhibits
Exhibit
3
.1
Certificate of Incorporation.(1)
3
.2
Amendment to Certificate of Incorporation(3)
3
.3
By laws.(2)
10
.1
Asta Funding, Inc 1995 Stock Option Plan as Amended(1)
10
.2
Asta Funding, Inc. 2002 Stock Option Plan(3)
10
.3
Asta Funding, Inc. Equity Compensation Plan(6)
10
.4
Third Amended and Restated Loan and Security Agreement dated May
11, 2004, between the Company and Israel Discount Bank of NY(5)
10
.5
Fourth Amended and Restated Loan and Security Agreement dated
July 10, 2006, between the Company and Israel Discount Bank of
NY(7)
10
.6
Lease agreement between the Company and 210 Sylvan Avenue LLC
dated July 29, 2005(8)
10
.7
Receivables Finance Agreement dated March 2, 2007 between the
Company and the Bank of Montreal(10)
10
.8
Subservicing Agreement between the Company and the Subservicer
dated March 2, 2007(17)
10
.9
Purchase and Sale Agreement dated February 5, 2007(11)
10
.10
Third Amendment to the Fourth Amended and Restated Loan and
Security Agreement dated March 30, 2007, between the Company and
Israel Discount Bank(12)
10
.11
Fourth Amendment to the Fourth Amended and Restated Loan and
Security Agreement dated May 10, 2007, between the Company and
Israel Discount Bank(13)
10
.12
Fifth Amendment to the Fourth Amended and Restated Loan and
Security Agreement dated June 27, 2007, between the Company and
Israel Discount Bank(14)
10
.13
First Amendment to the Receivables Finance Agreement dated July
1, 2007 between the Company and Bank of Montreal(15)
10
.14
Sixth Amendment to the Fourth Amended and Restated Loan and
Security Agreement dated December 4, 2007, between the Company
and Israel Discount Bank(16)
10
.15
Second Amendment to the Receivables Financing Agreement dated
December 27, 2007(18)
10
.16
Third Amendment to the Receivables Financing Agreement dated May
19, 2008(19)
10
.17
Amended and Restated Servicing Agreement dated May 19, 2008
between the Company and The Bank of Montreal(19)
10
.18
Subordinated Promissory Note between Asta Funding, Inc and Asta
Group, Inc. dated April 29, 2008(20)
10
.19
Seventh Amendment to the Fourth Amended and Restated Loan
Agreement, Dated February 20, 2009 between the Company and
IDB*
10
.20
Form of Amended and Restated Revolving Note*
66
Table of Contents
Exhibit
10
.21
Fourth Amendment to the Receivables Financing Agreement dated
February 20, 2009 between the Company and Bank of Montreal*
10
.22
Subordinated Guarantor Security Agreement dated February 20,
2009 to Bank of Montreal*
10
.23
Subordinated Limited Recourse Guaranty Agreement dated February
20, 2009*
10
.24
Subordinated Guarantor Security Agreement dated February 20,
2009 to Asta Group, Inc.*
10
.25
Subordinated Limited Recourse Guaranty Agreement dated February
20, 2009 to Asta Group.*
10
.26
Form of Intercreditor Agreement*
10
.27
Amended and Restated Management Agreement, dated as of January
16, 2009, between Palisades Collection, L.L.C., and [*].*
10
.28
Amended and Restated Master Servicing Agreement, dated as of
January 16, 2009, between Palisades Collection, L.L.C., and [*] *
10
.29
First Amendment to Amended and Restated Master Servicing
Agreement, dated as of September 16, 2007, by and among
Palisades Collection, L.L.C., and [*], and [*]*
14
.1
Code of Ethics for Senior Financial Officers*
21
.1
Subsidiaries of the Company*
31
.1
Certification of Registrants Chief Executive Officer, Gary
Stern, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.*
31
.2
Certification of Registrants Chief Financial Officer,
Mitchell Cohen, pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.*
32
.1
Certification of the Registrants Chief Executive Officer,
Gary Stern, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.*
32
.2
Certification of the Registrants Chief Financial Officer,
Mitchell Cohen, pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.*
(1)
Incorporated by reference to an Exhibit to Asta Fundings
Registration Statement on
Form SB-2
(File
No. 33-97212).
(2)
Incorporated by reference to Exhibit 3.1 to Asta
Fundings Annual Report on
Form 10-KSB
for the year ended September 30, 1998.
(3)
Incorporated by reference to an Exhibit to Asta Fundings
Quarterly Report on
Form 10-QSB
for the three months ended March 31, 2002.
(4)
Not used.
(5)
Incorporated by reference to Exhibit 10.1 to Asta
Fundings Current Report on
Form 8-K
filed May 19, 2004.
(6)
Incorporated by reference to Exhibit 10.1 to Asta
Fundings Current Report on
Form 8-K
filed March 3, 2006.
(7)
Incorporated by reference to Exhibit 10.1 to Asta
Fundings Current Report on
Form 8-K
filed July 12, 2006.
(8)
Incorporated by reference to Exhibit 10.1 to Asta
Fundings Current Report on
Form 8-K
filed August 2, 2005.
(9)
Not used
(10)
Incorporated by reference to Exhibit 10.1 to Asta
Fundings Quarterly Report on
Form 10-Q
for the three months ended March 31, 2007.
(11)
Incorporated by reference to Exhibit 10.1 to Asta
Fundings Current Report on
Form 8-K
filed February 9, 2007
(12)
Incorporated by reference to Exhibit 10.2 to Asta
Fundings Quarterly Report on
Form 10-Q
for the Three Months Ended March 31, 2007
(13)
Incorporated by reference to Exhibit 10.3 to Asta
Fundings Quarterly Report on
Form 10-Q
for the Three Months Ended March 31, 2007
(14)
Incorporated by reference to Exhibit 10.1 to Asta
Fundings Quarterly Report on
Form 10-Q
for the Three Months Ended June 30, 2007
Table of Contents
(15)
Incorporated by reference to Exhibit 10.2 to Asta
Fundings Quarterly Report on
Form 10-Q
for the Three Months Ended June 30, 2007.
(16)
Incorporated by reference to Exhibit 10.1 to Asta
Fundings Current Report on
Form 8-K
filed December 10, 2007
(17)
Incorporated by reference to Exhibit 10.4 to Asta
Fundings Quarterly Report on
Form 10-Q
for the Three Months Ended March 31, 2007
(18)
Incorporated by reference to Exhibit 10.15 to Asta
Fundings Annual Report on
Form 10-K
for the year ended September 30, 2007
(19)
Incorporated by reference to Exhibit 10.15 to Asta
Fundings Quarterly Report on
Form 10-Q
for the three months ended March 31, 2008
(20)
Incorporated by reference to Exhibit 10.1 to Asta
Fundings Current Report on
Form 8-K
filed May 1, 2008
68
Table of Contents
By:
President, Chief Executive Officer and Director
February 20, 2009
Chief Financial Officer
Principal Financial and Accounting Officer
February 20, 2009
Chairman of the Board and
Executive Vice President
February 20, 2009
Director
February 20, 2009
Director
February 20, 2009
Director
February 20, 2009
Director
February 20, 2009
Director
February 20, 2009
69
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Page
F-2
F-4
F-5
F-6
F-7
F-8
Table of Contents
F-2
Table of Contents
F-3
Table of Contents
F-4
Table of Contents
Year Ended September 30,
2008
2007
2006
$
115,295,000
$
138,356,000
$
101,024,000
200,000
2,181,000
405,000
115,495,000
140,537,000
101,429,000
29,561,000
25,450,000
18,268,000
17,881,000
18,246,000
4,641,000
53,160,000
9,097,000
2,245,000
100,602,000
52,793,000
25,154,000
14,893,000
87,744,000
76,275,000
55,000
225,000
550,000
14,948,000
87,969,000
76,825,000
6,119,000
35,703,000
31,060,000
$
8,829,000
$
52,266,000
$
45,765,000
$
0.62
$
3.79
$
3.36
$
0.61
$
3.56
$
3.13
14,138,650
13,807,838
13,637,406
14,553,346
14,691,861
14,615,148
F-5
Table of Contents
Accumulated
Additional
Other
Common Stock
Paid-in
Retained
Comprehensive
Shares
Amount
Capital
Earnings
Loss
Total
13,595,324
$
136,000
$
60,798,000
$
84,243,000
$
$
145,177,000
159,833
2,000
870,000
872,000
30,000
30,000
(7,687,000
)
(7,687,000
)
105,000
105,000
45,765,000
45,765,000
13,755,157
138,000
61,803,000
122,321,000
184,262,000
95,001
1,000
1,328,000
1,329,000
68,000
1,140,000
1,140,000
759,000
759,000
(2,221,000
)
(2,221,000
)
52,266,000
52,266,000
13,918,158
139,000
65,030,000
172,366,000
237,535,000
300,000
3,000
422,000
425,000
58,000
1,000
(1,000
)
1,013,000
1,013,000
2,666,000
2,666,000
(2,270,000
)
(2,270,000
)
(297,000
)
(297,000
)
8,829,000
8,829,000
14,276,158
$
143,000
$
69,130,000
$
178,925,000
$
(297,000
)
$
247,901,000
F-6
Table of Contents
Year Ended September 30,
2008
2007
2006
$
8,829,000
$
52,266,000
$
45,765,000
1,278,000
841,000
575,000
(2,634,000
)
(4,772,000
)
(7,730,000
)
53,160,000
9,097,000
2,245,000
1,013,000
1,140,000
105,000
(161,000
)
(1,847,000
)
(1,637,000
)
(136,000
)
(2,324,000
)
(191,000
)
(1,846,000
)
(2,216,000
)
9,134,000
(3,725,000
)
3,390,000
632,000
55,778,000
55,575,000
48,898,000
(49,886,000
)
(440,895,000
)
(200,237,000
)
81,645,000
114,421,000
90,450,000
11,034,000
29,029,000
22,994,000
658,000
(7,810,000
)
1,485,000
3,925,000
1,845,000
(5,777,000
)
(2,862,000
)
8,251,000
(1,406,000
)
(361,000
)
(163,000
)
(423,000
)
44,575,000
(291,209,000
)
(97,449,000
)
(113,001,000
)
243,655,000
53,526,000
8,246,000
2,647,000
(5,694,000
)
(2,256,000
)
(7,716,000
)
(2,110,000
)
425,000
1,329,000
872,000
2,666,000
759,000
30,000
(101,273,000
)
232,333,000
52,318,000
(920,000
)
(3,301,000
)
3,767,000
18,000
4,525,000
7,826,000
4,059,000
$
3,623,000
$
4,525,000
$
7,826,000
$
19,784,000
$
16,644,000
$
4,766,000
$
8,282,000
$
41,932,000
$
29,535,000
F-7
Table of Contents
Note A
The
Company and its Significant Accounting Policies
F-8
Table of Contents
Note A
The
Company and its Significant Accounting
Policies (Continued)
F-9
Table of Contents
Note A
The
Company and its Significant Accounting
Policies (Continued)
the type of receivable, the location of the debtor and the
number of collection agencies previously attempting to collect
the receivables in the portfolio. We have found that there are
better states to try to collect receivables and we factor in
both better and worse states when establishing our initial cash
flow expectations.
the average balance of the receivables influence our analysis in
that lower average balance portfolios tend to be more
collectible in the short-term and higher average balance
portfolios are more appropriate for our law suit strategy and
thus yield better results over the longer term. As we have
significant experience with both types of balances, we are able
to factor these variables into our initial expected cash flows;
F-10
Table of Contents
Note A
The
Company and its Significant Accounting
Policies (Continued)
the age of the receivables, the number of days since charge-off,
the payments, if any, since charge-off, and the credit
guidelines of the credit originator also represent factors taken
into consideration in our estimation process since, for example,
older receivables might be more difficult to collect in amount
and/or
require more time to collect;
past history and performance of similar assets acquired. As we
purchase portfolios of like assets, we accumulate a significant
historical data base on the tendencies of debtor repayments and
factor this into our initial expected cash flows;
our ability to analyze accounts and resell accounts that meet
our criteria;
jobs or property of the debtors found within portfolios. With
our business model, this is of particular importance. Debtors
with jobs or property are more likely to repay their obligation
through the suit strategy and, conversely, debtors without jobs
or property are less likely to repay their obligation. We
believe that debtors with jobs or property are more likely to
repay because courts have mandated the debtor must pay the debt.
Ultimately, the debtor will pay to clear title or release a
lien. We also believe that these debtors generally might take
longer to repay and that is factored into our initial expected
cash flows; and
credit standards of issuer.
F-11
Table of Contents
Note A
The
Company and its Significant Accounting
Policies (Continued)
2008
2007
2006
Weighted
Per
Weighted
Per
Weighted
Per
Net
Average
Share
Net
Average
Share
Net
Average
Share
Income
Shares
Amount
Income
Shares
Amount
Income
Shares
Amount
$
8,829,000
14,138,650
$
0.62
$
52,266,000
13,807,838
$
3.79
$
45,765,000
13,637,406
$
3.36
414,696
884,023
977,742
$
8,829,000
14,553,346
$
0.61
$
52,266,000
14,691,861
$
3.56
$
45,765,000
114,615,148
$
3.13
F-12
Table of Contents
Note A
The
Company and its Significant Accounting
Policies (Continued)
F-13
Table of Contents
Note A
The
Company and its Significant Accounting
Policies (Continued)
Note B
Consumer
Receivables Acquired For Liquidation
F-14
Table of Contents
Note B
Consumer
Receivables Acquired For
Liquidation (Continued)
the interest method; or
the cost recovery method.
same issuer/originator;
same underlying credit quality;
similar geographic distribution of the accounts;
similar age of the receivable; and
same type of asset class (credit cards, telecommunication, etc.)
the number of collection agencies previously attempting to
collect the receivables in the portfolio;
the average balance of the receivables, as higher balances might
be more difficult to collect while low balances might not be
cost effective to collect;
the age of the receivables, as older receivables might be more
difficult to collect or might be less cost effective. On the
other hand, the passage of time, in certain circumstances, might
result in higher collections due to changing life events of some
individual debtors;
past history of performance of similar assets;
time since charge-off;
payments made since charge-off;
the credit originator and its credit guidelines;
F-15
Table of Contents
Note B
Consumer
Receivables Acquired For
Liquidation (Continued)
our ability to analyze accounts and resell accounts that meet
our criteria for resale;
F-16
Table of Contents
Note B
Consumer
Receivables Acquired For
Liquidation (Continued)
the locations of the debtors, as there are better states to
attempt to collect in and ultimately the Company has better
predictability of the liquidations and the expected cash flows.
Conversely, there are also states where the liquidation rates
are not as favorable and that is factored into our cash flow
analysis;
jobs or property of the debtors found within portfolios. In our
business model, this is of particular importance. Debtors with
jobs or property are more likely to repay their obligation and
conversely, debtors without jobs or property are less likely to
repay their obligation; and
the ability to obtain timely customer statements from the
original issuer.
For the Year Ended September 30, 2008
Interest
Cost
Method
Recovery
Portfolios
Portfolios
Total
$
508,515,000
$
37,108,000
$
545,623,000
26,626,000
23,260,000
49,886,000
(163,494,000
)
(24,085,000
)
(187,579,000
)
(19,545,000
)
(850,000
)
(20,395,000
)
(209,518,000
)
209,518,000
(53,160,000
)
(53,160,000
)
(658,000
)
(658,000
)
114,046,000
1,249,000
115,295,000
$
203,470,000
$
245,542,000
$
449,012,000
62.3
%
5.0
%
55.4
%
(1)
The Company acquired the Portfolio Purchase in March 2007.
During the quarter ending June 30, 2008, the Company
transferred the carrying value of the Portfolio Purchase to the
cost recovery method.
(2)
Includes $45.3 million derived from fully amortized
interest method pools.
F-16
Table of Contents
Note B
Consumer
Receivables Acquired For
Liquidation (Continued)
For the Year Ended September 30, 2007
Interest
Cost
Method
Recovery
Portfolios
Portfolios
Total
$
256,199,000
$
1,076,000
$
257,275,000
390,350,000
50,545,000
440,895,000
(213,135,000
)
(14,478,000
)
(227,613,000
)
(47,502,000
)
(6,691,000
)
(54,193,000
)
(4,478,000
)
4,478,000
(9,097,000
)
(9,097,000
)
136,178,000
2,178,000
138,356,000
$
508,515,000
$
37,108,000
$
545,623,000
52.2
%
10.3
%
49.1
%
(1)
Includes put backs of purchased accounts returned to the seller
totaling $5.5 million.
(2)
Represents a portfolio acquired during the three months ended
December 31, 2006 which the Company successfully negotiated
the return to the seller. The portfolio was returned on
July 31, 2007.
(3)
Includes $23.9 million derived from fully amortized
interest method pools.
$
92,701,000
72,015,000
29,519,000
9,121,000
1,342,000
82,000
4,000
204,784,000
(1,314,000
)
$
203,470,000
Table of Contents
Note B
Consumer
Receivables Acquired For
Liquidation (Continued)
Year Ended
September 30,
2008
$
176,615,000
(114,046,000
)
9,569,000
(57,951,000
)
43,947,000
(1)
$
58,134,000
Year Ended
September 30,
2007
$
148,900,000
*
(136,178,000
)
144,764,000
(3,345,000
)
22,474,000
$
176,615,000
*
Revised to reflect zero basis income recognized.
(1)
Includes portfolios that became zero based portfolios during the
period, removal of zero basis portfolios from the accretable
yield calculation and, other immaterial impairments and
accretions based on the certain collection curves being extended.
For the Years Ended, September 30,
2008
2007
2006
$
332,711,000
$
398,432,000
$
320,203,000
124,737,000
116,626,000
105,735,000
$
207,974,000
$
281,806,000
$
214,468,000
F-18
Table of Contents
Note B
Consumer
Receivables Acquired For
Liquidation (Continued)
(1)
Gross collections include: collections from third-party
collection agencies and attorneys, collections from in-house
efforts and collections represented by account sales.
(2)
Commissions and fees are the contractual commissions earned by
third party collection agencies and attorneys, and direct costs
associated with the collection effort- generally court costs.
The Company expects to continue to purchase portfolios and
utilize third party collection agencies and attorney networks.
Impairment Charges
(Dollars in millions)
$
22.9
$
0.5-$5.3
$
1.1-$10.6
$
1.6-$15.9
(1)
The assumptions used to calculate the range of the impact is as
follows:
Decrease in collections in year one without recovery in
subsequent years and decrease in collections in year one with
corresponding increase in collections in subsequent years, and a
decrease in collections without a corresponding recover in the
following years.
Note C
Acquisition
Note D
Investment In Venture
F-19
Table of Contents
Note E
Furniture
and Equipment
2008
2007
$
310,000
$
307,000
2,714,000
2,534,000
105,000
3,129,000
2,841,000
2,367,000
2,048,000
$
762,000
$
793,000
Note F
Debt and Subordinated Debt Related Party
F-20
Table of Contents
Note F
Debt and Subordinated Debt Related
Party (Continued)
F-21
Table of Contents
Note F
Debt and Subordinated Debt Related
Party (Continued)
F-22
Table of Contents
Note F
Debt and Subordinated Debt Related
Party (Continued)
2008
Stated
Average
Interest
Interest
2008
2007
Rate
Rate
$
84,934,000
$
141,656,000
5.00
%
6.12
%
128,551,000
184,810,000
6.69
%
6.10
%
$
213,485,000
$
326,466,000
n/a
6.11
%
$
8,246,000
6.25
%
6.25
%
Note G
Other Liabilities
2008
2007
$
3,145,000
$
4,934,000
1,135,000
2,064,000
338,000
539,000
$
4,618,000
$
7,537,000
Note H
Income Taxes
2008
2007
2006
$
6,567,000
$
30,476,000
$
29,206,000
2,152,000
9,999,000
9,584,000
34,000
8,753,000
40,475,000
38,790,000
(1,987,000
)
(3,593,000
)
(5,820,000
)
(647,000
)
(1,179,000
)
(1,910,000
)
(2,634,000
)
(4,772,000
)
(7,730,000
)
$
6,119,000
$
35,703,000
$
31,060,000
F-23
Table of Contents
Note H
Income Taxes (Continued)
2008
2007
2006
35.0
%
35.0
%
35.0
%
5.8
5.8
5.8
0.1
(0.2
)
(0.4
)
40.9
%
40.6
%
40.4
%
September 30,
September 30,
2008
2007
$
534,000
7,564,000
13,930,000
4,594,000
880,000
505,000
223,000
(314,000
)
$
15,567,000
$
12,349,000
F-24
Table of Contents
Note I
Commitments and Contingencies
Year
Ending
$
496,000
354,000
12,000
$
862,000
F-25
Table of Contents
Note I
Commitments and
Contingencies (Continued)
Note J
Concentrations
Note K
Stock Option Plans
F-26
Table of Contents
Note K
Stock Option Plans (Continued)
Year Ended September 30,
2008
2007
2006
Weighted
Weighted
Weighted
Average
Average
Average
Exercise
Exercise
Exercise
Shares
Price
Shares
Price
Shares
Price
1,337,438
$
9.39
1,414,439
$
9.45
1,580,605
$
9.11
18,000
28.75
0.00
0.00
(6,333
)
22.36
(300,000
)
1.42
(95,001
)
13.99
(159,833
)
5.51
1,037,438
$
11.69
1,337,438
$
9.39
1,414,439
$
9.45
1,031,438
$
11.59
1,325,438
$
9.21
1,414,439
$
9.45
F-27
Table of Contents
Note K
Stock Option Plans (Continued)
Options Outstanding
Options Exercisable
Weighted
Average
Weighted
Weighted
Remaining
Average
Average
Range of
Number
Contractual
Exercise
Number
Exercise
Outstanding
Life (In Years)
Price
Exercisable
Price
300,000
2.0
$
2.63
300,000
$
2.63
106,667
4.1
4.73
106,667
4.73
12,000
3.1
5.96
12,000
5.96
218,611
5.2
15.04
218,611
15.04
382,160
6.0
18.22
382,160
18.22
18,000
8.2
28.75
12,000
28.75
1,037,438
4.8
$
11.69
1,031,438
$
11.59
Weighted
Weighted
Year Ended
Average
Year Ended
Average
September 30, 2008
Grant Date
September 30, 2007
Grant Date
Shares
Fair Value
Shares
Fair Value
45,333
$
28.75
0
$
28.75
58,000
19.73
68,000
19.73
(22,666
)
28.75
(22,667
)
28.75
0
0.00
0
0.00
80,667
$
22.26
45,333
$
22.26
F-28
Table of Contents
Note K
Stock Option Plans (Continued)
Note L
Stockholders Equity
Note M
Retirement
Plan
Note N
Fair Value of Financial Instruments
F-29
Table of Contents
Note O
Related
Party Transaction
Note P
Summarized
Quarterly Data (unaudited)
First
Second
Third
Fourth
Full
Quarter
Quarter
Quarter
Quarter
Year
$
34,275,000
$
33,882,000
$
23,572,000
$
23,766,000
$
115,495,000
22,452,000
(12,954,000
)
4,102,000
1,348,000
14,948,000
13,314,000
(7,707,000
)
2,440,000
782,000
8,829,000
$
0.96
$
(0.54
)
$
0.17
$
0.05
$
0.62
$
0.90
$
(0.54
)
$
0.17
$
0.05
$
0.61
$
25,645,000
$
33,083,000
$
38,938,000
$
43,096,000
$
140,762,000
19,038,000
21,102,000
25,777,000
22,052,000
87,969,000
11,326,000
12,552,000
15,308,000
13,080,000
52,266,000
$
0.82
$
0.91
$
1.10
$
0.94
$
3.79
$
0.77
$
0.85
$
1.03
$
0.88
$
3.56
*
Due to rounding the sum of quarterly totals for earnings per
share may not add to the yearly total.
Note Q
Subsequent
events (unaudited)
F-30
Table of Contents
NOTE Q
Subsequent
events (unaudited) (Continued)
F-31
APPLICABLE | APPLICABLE | |||
IF LEVERAGE RATIO IS: | BASE RATE MARGIN | LIBOR MARGIN | ||
Less than 1.0 to 1.0
|
100 basis points | 300 basis points | ||
Greater than or equal to 1.0 to 1.0
but less than 1.25 to 1.0
|
125 basis points | 325 basis points | ||
Greater than or equal to 1.25 to 1.0
|
150 basis points | 350 basis points |
BORROWERS:
|
ASTA FUNDING ACQUISITION I, LLC | |
|
ASTA FUNDING ACQUISITION II, LLC | |
|
PALISADES COLLECTION, L.L.C. | |
|
CLIFFS PORTFOLIO ACQUISITION I, LLC | |
|
PALISADES ACQUISITION I, LLC | |
|
PALISADES ACQUISITION II, LLC | |
|
PALISADES ACQUISITION IV, LLC | |
|
PALISADES ACQUISITION V, LLC | |
|
PALISADES ACQUISITION VI, LLC | |
|
PALISADES ACQUISITION VII, LLC | |
|
PALISADES ACQUISITION VIII, LLC | |
|
PALISADES ACQUISITION IX, LLC | |
|
PALISADES ACQUISITION X, LLC | |
|
SYLVAN ACQUISITION I, LLC | |
|
OPTION CARD, LLC |
|
By: | /s/ Gary Stern | ||||
|
||||||
Name: Gary Stern | ||||||
Title: Manager |
GUARANTORS:
|
ASTA FUNDING, INC. |
|
By: | /s/ Gary Stern | ||||
|
||||||
Name: Gary Stern | ||||||
Title: President and Chief Executive Officer |
|
COMPUTER FINANCE, LLC | |
|
ASTAFUNDING.COM, LLC | |
|
ASTA COMMERCIAL, LLC | |
|
VATIV RECOVERY SOLUTIONS, LLC | |
|
ASTA FUNDING ACQUISITION IV, LLC | |
|
PALISADES ACQUISITION XI, LLC | |
|
PALISADES ACQUISITION XII, LLC | |
|
PALISADES ACQUISITION XIII, LLC | |
|
PALISADES ACQUISITION XIV, LLC | |
|
PALISADES ACQUISITION XV, LLC | |
|
PALISADES ACQUISITION XVII, LLC | |
|
PALISADES ACQUISITION XVIII, LLC | |
|
CITIZENS LENDING GROUP, LLC | |
|
VENTURA SERVICES, LLC |
|
By: | /s/ Gary Stern | ||||
|
||||||
Name: Gary Stern | ||||||
Title: Manager |
AGENT:
|
ISRAEL DISCOUNT BANK OF NEW YORK, | |
|
as Administrative Agent, Collateral Agent and | |
|
Co-Lead Arranger |
|
By: | /s/ Kenneth Lipke | ||||
|
||||||
|
Name: | Kenneth Lipke | ||||
|
||||||
|
Title: | First Vice President | ||||
|
||||||
|
||||||
|
By: | /s/ Jeffrey S. Ackerman | ||||
|
||||||
|
Name: | Jeffrey S. Ackerman | ||||
|
||||||
|
Title: | Senior Vice President | ||||
|
|
MIDDLE MARKET FINANCE, a division of | |
|
MERRILL LYNCH BUSINESS FINANCIAL | |
|
SERVICES INC., as Co-Administrative Agent and | |
|
Co-Lead Arranger |
|
By: | /s/ Phillip Salter | ||||
|
||||||
|
Name: | Phillip Salter | ||||
|
||||||
|
Title: | Vice President | ||||
|
LENDERS:
|
ISRAEL DISCOUNT BANK OF NEW YORK, | |
|
as Lender |
|
By: | /s/ Kenneth Lipke | ||||
|
||||||
|
Name: | Kenneth Lipke | ||||
|
||||||
|
Title: | First Vice President | ||||
|
||||||
|
||||||
|
By: | /s/ Jeffrey S. Ackerman | ||||
|
||||||
|
Name: | Jeffrey S. Ackerman | ||||
|
||||||
|
Title: | Senior Vice President | ||||
|
|
MIDDLE MARKET FINANCE, a division of | |
|
MERRILL LYNCH BUSINESS FINANCIAL | |
|
SERVICES INC . , as Lender |
|
By: | /s/ Phillip Salter | ||||
|
||||||
|
Print Name: | Phillip Salter | ||||
|
||||||
|
Print Title: | Vice President | ||||
|
|
BMO CAPITAL MARKETS FINANCING, INC., | |
|
as Lender |
|
By: | /s/ Heather L. Turf | ||||
|
||||||
|
Print Name: | Heather L. Turf | ||||
|
||||||
|
Print Title: | Vice President | ||||
|
|
BANK LEUMI USA, as Lender |
|
By: | /s/ John Le Clair | ||||
|
||||||
|
Print Name: | John Le Clair | ||||
|
||||||
|
Print Title: | Vice President | ||||
|
|
THE BERKSHIRE BANK, as Lender |
|
By: | /s/ Ira A. Mermelstein | ||||
|
||||||
|
Print Name: | Ira A. Mermelstein | ||||
|
||||||
|
Print Title: | Vice President | ||||
|
|
SIGNATURE BANK, as Lender |
|
By: | /s/ Thomas J. DAntona | ||||
|
||||||
|
Print Name: | Thomas J. DAntona | ||||
|
||||||
|
Print Title: | Senior Vice President & Senior Lender | ||||
|
|
PROVIDENT BANK, as Lender |
|
By: | /s/ Ronald Romeo | ||||
|
||||||
|
Print Name: | Ronald Romeo | ||||
|
||||||
|
Print Title: | Vice President | ||||
|
Revolving Loan | Revolving Loan | |||||||||||
Commitment as | Commitment as | Revolving Loan | ||||||||||
of December 31, | of March 31, | Commitment as | ||||||||||
2008 through | 2009 through | of June 30, 2009 | ||||||||||
Lender | March 30, 2009 | June 29, 2009 | and thereafter | |||||||||
Israel Discount
Bank of New York
|
$ | 23,142,857.14 | $ | 21,857,142.86 | $ | 20,571,428.58 | ||||||
Middle Market
Finance, a division
of Merrill Lynch
Business Financial
Services Inc.
|
$ | 15,428,571.43 | $ | 14,571,428.57 | $ | 13,714,285.71 | ||||||
Bank Leumi USA
|
$ | 10,285,714.29 | $ | 9,714,285.71 | $ | 9,142,857.14 | ||||||
BMO Capital Markets
Financing, Inc.
|
$ | 18,000,000.00 | $ | 17,000,000.00 | $ | 16,000,000.00 | ||||||
The Berkshire Bank
|
$ | 5,142,857.14 | $ | 4,857,142.86 | $ | 4,571,428.57 | ||||||
Signature Bank
|
$ | 10,285,714.29 | $ | 9,714,285.71 | $ | 9,142,857.14 | ||||||
Provident Bank
|
$ | 7,714,285.71 | $ | 7,285,714.29 | $ | 6,857,142.86 | ||||||
|
||||||||||||
Total
|
$ | 90,000,000.00 | $ | 85,000,000.00 | $ | 80,000,000.00 |
February 20, 2009 | New York, New York | |
2
3
|
By: | /s/ Mitchell Cohen | ||||
|
||||||
Name: Mitchell Cohen | ||||||
Title: Manager |
2
3
4
i. | the Administrator shall have received counterparts of this Amendment, duly executed by all parties hereto; | ||
ii. | the execution and delivery of the Asta Guaranties and the Guarantor Security Agreements by all parties thereto; | ||
iii. | the delivery of (a) the Pledged Note to the Collateral Agent and (b) opinions in connection with this Amendment and related documents in form and substance reasonably satisfactory to the Collateral Agent; and | ||
iv. | the Borrower shall have reimbursed the Administrator for all its reasonable documented out-of-pocket costs and out-of-pocket expenses incurred in connection with the preparation and delivery of this Amendment, including, without limitation, the fees and disbursements of counsel to the Administrator. |
5
6
PALISADES ACQUISITION XVI, LLC,
as Borrower |
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager | |||
BMO CAPITAL MARKET CORP.,
as Administrator and as Collateral Agent |
||||
By: | /s/ John Pappano | |||
Name: | John Pappano | |||
Title: | Managing Director | |||
FAIRWAY FINANCE COMPANY, LLC,
as Lender |
||||
By: | /s/ Phillip A. Martone | |||
Name: | Phillip A. Martone | |||
Title: | Vice President | |||
PALISADES COLLECTION, L.L.C.,
as Servicer |
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager | |||
BANK OF MONTREAL, as Liquidity Agent
|
||||
By: | /s/ John Pappano | |||
Name: | John Pappano | |||
Title: | Managing Director | |||
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
ASTA FUNDING ACQUISITION II, LLC, a
Delaware limited liability company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager | ||||
|
||||||
PALISADES COLLECTION, L.L.C., a Delaware
limited liability company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager | ||||
|
||||||
ASTA FUNDING ACQUISITION I, LLC, a Delaware
limited liability company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager |
S-1
PALISADES ACQUISITION IV, LLC, a Delaware
limited liability company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager | ||||
|
||||||
PALISADES ACQUISITION I, LLC, a Delaware
limited liability company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager | ||||
|
||||||
PALISADES ACQUISITION II, LLC, a Delaware
limited liability company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager |
S-2
ASTA FUNDING ACQUISITION IV, LLC, a
Delaware limited liability company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager | ||||
|
||||||
PALISADES ACQUISITION V, LLC, a Delaware
limited liability company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager | ||||
|
||||||
PALISADES ACQUISITION VI, LLC, a Delaware
limited liability company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager |
S-3
PALISADES ACQUISITION VII, LLC, a Delaware limited liability company | ||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager | ||||
|
||||||
PALISADES ACQUISITION VIII, LLC, a Delaware limited liability company | ||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager | ||||
|
||||||
PALISADES ACQUISITION IX, LLC, a Delaware limited liability company | ||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager |
S-4
PALISADES ACQUISITION X, LLC, a Delaware
limited liability company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager | ||||
|
||||||
PALISADES ACQUISITION XI, LLC, a Delaware
limited liability company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager | ||||
|
||||||
PALISADES ACQUISITION XII, LLC, a Delaware
limited liability company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager |
S-5
PALISADES ACQUISITION XIII, LLC, a Delaware
limited liability company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager | ||||
|
||||||
PALISADES ACQUISITION XIV, LLC, a Delaware
limited liability company |
||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager | ||||
|
||||||
PALISADES ACQUISITION XV, LLC, a Delaware
limited liability company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager |
S-6
PALISADES ACQUISITION XVII, LLC, a Delaware
limited liability company |
||||||
|
||||||
|
By:
Name: Title: |
/s/ Gary Stern
Manager |
||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager | ||||
|
||||||
PALISADES ACQUISITION XVIII, LLC, a
Delaware limited liability company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
SYLVAN ACQUISITION I, LLC, a Delaware limited
liability company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager |
S-7
ASTA FUNDING, INC., a Delaware corporation | ||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager | ||||
|
||||||
COMPUTER FINANCE, LLC, a Delaware limited
liability company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager | ||||
|
||||||
ASTAFUNDING.COM, LLC, a Delaware limited
liability company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager |
S-8
ASTA COMMERCIAL, LLC, a Delaware limited
liability company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager | ||||
|
||||||
CITIZENS LENDING GROUP, LLC, a Delaware limited
liability company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager | ||||
|
||||||
VENTURA SERVICES, LLC, a Delaware limited
liability company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager |
S-9
CLIFFS PORTFOLIO ACQUISITION I, LLC, a
Delaware limited liability company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager | ||||
|
||||||
OPTION CARD, LLC, a Colorado limited liability
company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager | ||||
|
||||||
VATIV RECOVERY SOLUTIONS, LLC, a Texas limited
liability company |
||||||
|
||||||
|
By:
Name: |
/s/ Gary Stern
|
||||
|
Title: | Manager | ||||
|
||||||
|
By:
Name: |
/s/ Mitchell Cohen
|
||||
|
Title: | Manager |
S-10
BMO CAPITAL MARKETS CORP.
, as Collateral
Agent |
||||||
|
||||||
|
By: | /s/ John Pappano | ||||
|
|
|||||
|
Name: | John Pappano | ||||
|
Title: | Managing Director |
S-11
S-12
I. | Grantors official name: ASTA FUNDING ACQUISITION II, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: 3017559 | |
IV. | State or Incorporation or Organization of Grantor: Delaware | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
S-13
I. | Grantors official name: PALISADES COLLECTION, L.L.C. | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: 2893130 | |
IV. | State or Incorporation or Organization of Grantor: Delaware | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
S-14
I. | Grantors official name: ASTA FUNDING ACQUISITION I, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: 3017556 | |
IV. | State or Incorporation or Organization of Grantor: Delaware | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
S-15
I. | Grantors official name: PALISADES ACQUISITION IV, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: 3723655 | |
IV. | State or Incorporation or Organization of Grantor: Delaware | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
S-16
I. | Grantors official name: PALISADES ACQUISITION I, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: 3495332 | |
IV. | State or Incorporation or Organization of Grantor: Delaware | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
S-17
I. | Grantors official name: PALISADES ACQUISITION II, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Delaware | |
IV. | State or Incorporation or Organization of Grantor: 3550553 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: ASTA FUNDING ACQUISITION IV, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Delaware | |
IV. | State or Incorporation or Organization of Grantor: 3019061 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: PALISADES ACQUISITION V, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Delaware | |
IV. | State or Incorporation or Organization of Grantor: 3884980 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: PALISADES ACQUISITION VI, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Delaware IV. State or Incorporation or Organization of Grantor: 3889322 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: PALISADES ACQUISITION VII, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Delaware | |
IV. | State or Incorporation or Organization of Grantor: 3889323 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: PALISADES ACQUISITION VIII, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Delaware | |
IV. | State or Incorporation or Organization of Grantor: 3889327 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: PALISADES ACQUISITION IX, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Delaware | |
IV. | State or Incorporation or Organization of Grantor: 3904513 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: PALISADES ACQUISITION X, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Delaware | |
IV. | State or Incorporation or Organization of Grantor: 3983453 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: PALISADES ACQUISITION XI, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Delaware | |
IV. | State or Incorporation or Organization of Grantor: 4256883 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: PALISADES ACQUISITION XII, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Delaware | |
IV. | State or Incorporation or Organization of Grantor: 4256888 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: PALISADES ACQUISITION XIII, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Delaware | |
IV. | State or Incorporation or Organization of Grantor: 4256894 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: PALISADES ACQUISITION XIV, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Delaware | |
IV. | State or Incorporation or Organization of Grantor: 4256897 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: PALISADES ACQUISITION XV, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Delaware | |
IV. | State or Incorporation or Organization of Grantor: 4255348 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: PALISADES ACQUISITION XVII, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Delaware | |
IV. | State or Incorporation or Organization of Grantor: 4575657 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: PALISADES ACQUISITION XVIII, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Delaware | |
IV. | State or Incorporation or Organization of Grantor: 4575651 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: SYLVAN ACQUISITION I, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Delaware | |
IV. | State or Incorporation or Organization of Grantor: 3874794 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: ASTA FUNDING, INC. | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Corporation | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Delaware | |
IV. | State or Incorporation or Organization of Grantor: 2525976 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: COMPUTER FINANCE LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Delaware | |
IV. | State or Incorporation or Organization of Grantor: 3421733 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: ASTAFUNDING.COM, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Delaware | |
IV. | State or Incorporation or Organization of Grantor: 3060358 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: ASTA COMMERCIAL, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Delaware | |
IV. | State or Incorporation or Organization of Grantor: 3222943 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: CITIZENS LENDING GROUP LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Delaware | |
IV. | State or Incorporation or Organization of Grantor: 4250130 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: VENTURA SERVICES, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Delaware | |
IV. | State or Incorporation or Organization of Grantor: 3590448 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: CLIFFS PORTFOLIO ACQUISITION I, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Delaware | |
IV. | State or Incorporation or Organization of Grantor: 3741790 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: OPTION CARD, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Colorado | |
IV. | State or Incorporation or Organization of Grantor: 20021360244 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
I. | Grantors official name: VATIV RECOVERY SOLUTIONS, LLC | |
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): Limited Liability Company | |
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: Texas | |
IV. | State or Incorporation or Organization of Grantor: 800394762 | |
V. | Chief Executive Office of business of Grantor: 210 Sylvan Avenue, Englewood Cliffs, NJ 07632 |
A-1
2
3
4
5
6
7
8
Asta Funding Acquisition I, LLC, as a
Guarantor |
||||||
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By: | /s/ Gary Stern | ||||
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|||||
|
Name: | Gary Stern | ||||
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Title: | Manager | ||||
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||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 | ||||||
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||||||
Asta Funding Acquisition II, LLC, as a
Guarantor |
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By: | /s/ Gary Stern | ||||
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Name: | Gary Stern | ||||
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Title: | Manager | ||||
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||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
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Englewood Cliffs, NJ 07632 | |||||
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Asta Funding Acquisition IV, LLC, as a
Guarantor |
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By: | /s/ Gary Stern | ||||
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Name: | Gary Stern | ||||
|
Title: | Manager | ||||
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||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 |
S-1
|
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Palisades Collection, LLC, as a Guarantor | ||||||
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By: | /s/ Gary Stern | ||||
|
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Name: | Gary Stern | ||||
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Title: | Manager | ||||
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||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 | ||||||
|
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Palisades Acquisition I, LLC, as a Guarantor | ||||||
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By: | /s/ Gary Stern | ||||
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Name: | Gary Stern | ||||
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Title: | Manager | ||||
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||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 | ||||||
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Palisades Acquisition II, LLC, as a
Guarantor |
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By: | /s/ Gary Stern | ||||
|
||||||
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Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 |
S-2
|
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Palisades Acquisition IV, LLC, as a
Guarantor |
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By: | /s/ Gary Stern | ||||
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Name: | Gary Stern | ||||
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Title: | Manager | ||||
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||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 | ||||||
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||||||
Palisades Acquisition V, LLC, as a
Guarantor |
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By: | /s/ Gary Stern | ||||
|
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Name: | Gary Stern | ||||
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Title: | Manager | ||||
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||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 | ||||||
|
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Palisades Acquisition VI, LLC, as a
Guarantor |
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By: | /s/ Gary Stern | ||||
|
||||||
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Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 | ||||||
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S-3
|
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Palisades Acquisition VII, LLC, as a
Guarantor |
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|
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By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 | ||||||
|
||||||
Palisades Acquisition VIII, LLC, as a
Guarantor |
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By: | /s/ Gary Stern | ||||
|
||||||
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Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 | ||||||
|
||||||
Palisades Acquisition IX, LLC, as a
Guarantor |
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||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 | ||||||
|
S-4
Palisades Acquisition X, LLC, as a
Guarantor |
||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 | ||||||
|
||||||
Palisades Acquisition XI, LLC, as a
Guarantor |
||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 | ||||||
|
||||||
Palisades Acquisition XII, LLC, as a
Guarantor |
||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 |
S-5
Palisades Acquisition XIII, LLC, as a
Guarantor |
||||||
|
||||||
|
By: |
/s/ Gary Stern
|
||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 | ||||||
|
||||||
Palisades Acquisition XIV, LLC, as a
Guarantor |
||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 | ||||||
|
||||||
Palisades Acquisition XV, LLC, as a
Guarantor |
||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 | ||||||
|
S-6
Palisades Acquisition XVII, LLC, as a
Guarantor |
||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 | ||||||
|
||||||
Palisades Acquisition XVIII, LLC, as a
Guarantor |
||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 | ||||||
|
||||||
Cliffs Portfolio Acquisition I, LLC, as a
Guarantor |
||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 | ||||||
|
S-7
Sylvan Acquisition I, LLC, as a Guarantor | ||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 | ||||||
|
||||||
Asta Funding, Inc., as a Guarantor | ||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 | ||||||
|
||||||
Computer Finance, LLC, as a Guarantor | ||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 |
S-8
Astafunding.com, LLC, as a Guarantor | ||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 | ||||||
|
||||||
Asta Commercial, LLC, as a Guarantor | ||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 | ||||||
|
||||||
Citizens Lending Group, LLC, as a
Guarantor |
||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manger | ||||
|
||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 |
S-9
Ventura Services, LLC, as a Guarantor | ||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 | ||||||
|
||||||
Option Card, LLC, as a Guarantor | ||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 | ||||||
|
||||||
Vativ Recovery Solutions, LLC, as a
Guarantor |
||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices: | ||||||
210 Sylvan Avenue | ||||||
Englewood Cliffs, NJ 07632 |
S-10
S-11
ASTA FUNDING ACQUISITION II, LLC, a Delaware limited
liability company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager | |||
PALISADES COLLECTION, L.L.C., a Delaware limited liability
company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager | |||
ASTA FUNDING ACQUISITION I, LLC,
a Delaware limited
liability company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager | |||
PALISADES ACQUISITION IV, LLC, a Delaware limited liability
company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager | |||
PALISADES ACQUISITION I, LLC, a Delaware limited liability
company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager |
PALISADES ACQUISITION II, LLC, a Delaware limited liability
company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager | |||
ASTA FUNDING ACQUISITION IV, LLC, a Delaware limited
liability company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager | |||
PALISADES ACQUISITION V, LLC, a Delaware limited liability
company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager | |||
PALISADES ACQUISITION VI, LLC, a Delaware limited liability
company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager | |||
PALISADES ACQUISITION VII, LLC, a Delaware limited
liability company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager |
PALISADES ACQUISITION VIII, LLC, a Delaware limited
liability company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager | |||
PALISADES ACQUISITION IX, LLC, a Delaware limited liability
company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager | |||
PALISADES ACQUISITION X, LLC, a Delaware limited liability
company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager | |||
PALISADES ACQUISITION XI, LLC, a Delaware limited liability
company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager | |||
PALISADES ACQUISITION XII, LLC, a Delaware limited
liability company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager |
PALISADES ACQUISITION XIII, LLC, a Delaware limited
liability company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager | |||
PALISADES ACQUISITION XIV, LLC, a Delaware limited
liability company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager | |||
PALISADES ACQUISITION XV, LLC, a Delaware limited liability
company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager | |||
PALISADES ACQUISITION XVII, LLC, a Delaware limited
liability company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager | |||
PALISADES ACQUISITION XVIII, LLC, a Delaware limited
liability company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager |
SYLVAN ACQUISITION I, LLC, a Delaware limited liability
company
|
|||||
By: | /s/ Gary Stern | ||||
Name: | Gary Stern | ||||
Title: | Manager | ||||
COMPUTER FINANCE, LLC, a Delaware limited liability company
|
|||||
By: | /s/ Stern Stern | ||||
Name: | Gary Stern | ||||
Title: | Manager | ||||
ASTAFUNDING.COM, LLC, a Delaware limited liability company
|
|||||
By: | /s/ Gary Stern | ||||
Name: | Gary Stern | ||||
Title: | Manager | ||||
ASTA COMMERCIAL, LLC, a Delaware limited liability company
|
|||||
By: | /s/ Gary Stern | ||||
Name: | Gary Stern | ||||
Title: | Manager | ||||
CITIZENS LENDING GROUP, LLC, a Delaware limited liability
company
|
|||||
By: | /s/ Gary Stern | ||||
Name: | Gary Stern | ||||
Title: | Manager |
VENTURA SERVICES, LLC, a Delaware limited liability company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager | |||
CLIFFS PORTFOLIO ACQUISITION I, LLC, a Delaware limited
liability company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager | |||
OPTION CARD, LLC, a Colorado limited liability company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager | |||
VATIV RECOVERY SOLUTIONS, LLC, a Texas limited liability
company
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | Manager | |||
ASTA GROUP
|
||||
By: | /s/ Gary Stern | |||
Name: | Gary Stern | |||
Title: | President |
I. | Grantors official name: ASTA FUNDING ACQUISITION II, LLC | ||
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): | ||
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: | ||
IV. | State or Incorporation or Organization of Grantor: | ||
V. | Chief Executive Office of Grantor: |
I. | Grantors official name: PALISADES COLLECTION, L.L.C. | ||
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): | ||
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: | ||
IV. | State or Incorporation or Organization of Grantor: | ||
V. | Chief Executive Office of Grantor: |
I. | Grantors official name: ASTA FUNDING ACQUISITION I, LLC | ||
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): | ||
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: | ||
IV. | State or Incorporation or Organization of Grantor: | ||
V. | Chief Executive Office of Grantor: |
I. | Grantors official name: PALISADES ACQUISITION IV, LLC | ||
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): | ||
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: | ||
IV. | State or Incorporation or Organization of Grantor: | ||
V. | Chief Executive Office of Grantor: |
I. | Grantors official name: PALISADES ACQUISITION I, LLC | ||
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): | ||
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: | ||
IV. | State or Incorporation or Organization of Grantor: | ||
V. | Chief Executive Office of Grantor: |
I. | Grantors official name: PALISADES ACQUISITION II, LLC | ||
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): | ||
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: | ||
IV. | State or Incorporation or Organization of Grantor: | ||
V. | Chief Executive Office of Grantor: |
I. | Grantors official name: CLIFFS PORTFOLIO ACQUISITION I, LLC | ||
II. | Type of entity (e.g. corporation, partnership, business trust, limited partnership, limited liability company): | ||
III. | Organizational identification number issued by Grantors state of incorporation or organization or a statement that no such number has been issued: | ||
IV. | State or Incorporation or Organization of Grantor: | ||
V. | Chief Executive Office of Grantor: |
A-1
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-3-
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-6-
Asta Funding Acquisition I, LLC, as a
Guarantor |
||||||
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||||||
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By:
Name: |
/s/ Gary Stern
|
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Title: | Manager | ||||
|
||||||
Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
||||||
|
||||||
Asta Funding Acquisition II, LLC, as a
Guarantor |
||||||
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||||||
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By: | /s/ Gary Stern | ||||
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||||||
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Name: | Gary Stern | ||||
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Title: | Manager | ||||
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||||||
Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
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|
||||||
Asta Funding Acquisition IV, LLC, as a
Guarantor |
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||||||
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By: | /s/ Gary Stern | ||||
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||||||
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Name: | Gary Stern | ||||
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Title: | Manger | ||||
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Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
S-1
Palisades Collection, LLC, as a Guarantor | ||||||
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By: | /s/ Gary Stern | ||||
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Name: | Gary Stern | ||||
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Title: | Manager | ||||
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Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
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Palisades Acquisition I, LLC, as a Guarantor | ||||||
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By: | /s/ Gary Stern | ||||
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Name: | Gary Stern | ||||
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Title: | Manager | ||||
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Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
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Palisades Acquisition II, LLC, as a
Guarantor |
||||||
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||||||
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By: | /s/ Gary Stern | ||||
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Name: | Gary Stern | ||||
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Title: | Manager | ||||
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Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
S-2
Palisades Acquisition IV, LLC, as a
Guarantor |
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By: | /s/ Gary Stern | ||||
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Name: | Gary Stern | ||||
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Title: | Manager | ||||
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||||||
Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
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||||||
Palisades Acquisition V, LLC, as a
Guarantor |
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||||||
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By: | /s/ Gary Stern | ||||
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||||||
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Name: | Gary Stern | ||||
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Title: | Manager | ||||
Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
||||||
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||||||
Palisades Acquisition VI, LLC, as a
Guarantor |
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By: | /s/ Gary Stern | ||||
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||||||
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Name: | Gary Stern | ||||
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Title: | Manager | ||||
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||||||
Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
S-3
Palisades Acquisition VII, LLC, as a
Guarantor |
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||||||
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By: | /s/ Gary Stern | ||||
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||||||
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Name: | Gary Stern | ||||
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Title: | Manager | ||||
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||||||
Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
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||||||
Palisades Acquisition VIII, LLC, as a
Guarantor |
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||||||
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By: | /s/ Gary Stern | ||||
|
||||||
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Name: | Gary Stern | ||||
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Title: | |||||
|
||||||
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Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
|||||
|
||||||
Palisades Acquisition IX, LLC, as a
Guarantor |
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||||||
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By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
S-4
Palisades Acquisition X, LLC, as a
Guarantor |
||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
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Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
||||||
|
||||||
Palisades Acquisition XI, LLC, as a
Guarantor |
||||||
|
||||||
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By: | /s/ Gary Stern | ||||
|
||||||
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Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices:
210 Sylvan Avenue |
||||||
|
Englewood Cliffs, NJ 07632 | |||||
|
||||||
Palisades Acquisition XII, LLC, as a
Guarantor |
||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
|
Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
S-5
Palisades Acquisition XIII, LLC, as a
Guarantor |
||||||
|
||||||
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By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
||||||
|
||||||
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Palisades Acquisition XIV, LLC, as a
Guarantor |
|||||
|
||||||
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By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
||||||
|
||||||
Palisades Acquisition XV, LLC, as a
Guarantor |
||||||
|
||||||
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By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
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Title: | Manager | ||||
|
||||||
Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
S-6
Palisades Acquisition XVII, LLC, as a
Guarantor |
||||||
|
||||||
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By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
||||||
|
||||||
Palisades Acquisition XVIII, LLC, as a
Guarantor |
||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
||||||
|
||||||
Cliffs Portfolio Acquisition I, LLC, as a
Guarantor |
||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
S-7
Sylvan Acquisition I, LLC, as a Guarantor | ||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
||||||
|
||||||
Computer Finance, LLC, as a Guarantor | ||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
||||||
|
||||||
Astafunding.com, LLC, as a Guarantor | ||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
S-8
Asta Commercial, LLC, as a Guarantor | ||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
||||||
|
||||||
Citizens Lending Group, LLC, as a
Guarantor |
||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
||||||
|
||||||
Ventura Services, LLC, as a Guarantor | ||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
S-9
Option Card, LLC, as a Guarantor | ||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
||||||
|
||||||
Vativ Recovery Solutions, LLC, as a
Guarantor |
||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
||||||
|
Name: | Gary Stern | ||||
|
Title: | Manager | ||||
|
||||||
Address for Notices:
210 Sylvan Avenue Englewood Cliffs, NJ 07632 |
By:
Name: |
/s/ Gary Stern
|
|||
Title:
|
President |
S-10
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15
JUNIOR AGENT:
|
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By: | |||||
|
Name: |
|
||||
|
Title: |
|
||||
|
|
|||||
|
||||||
Address for Notices: | ||||||
|
||||||
|
||||||
|
||||||
|
||||||
AGREED AND ACKNOWLEDGED:
|
||
BORROWERS
:
|
ASTA FUNDING ACQUISITION I, LLC | |
|
ASTA FUNDING ACQUISITION II, LLC | |
|
PALISADES COLLECTION, L.L.C. | |
|
CLIFFS PORTFOLIO ACQUISITION I, LLC | |
|
PALISADES ACQUISITION I, LLC | |
|
PALISADES ACQUISITION II, LLC | |
|
PALISADES ACQUISITION IV, LLC | |
|
PALISADES ACQUISITION V, LLC | |
|
PALISADES ACQUISITION VI, LLC | |
|
PALISADES ACQUISITION VII, LLC | |
|
PALISADES ACQUISITION VIII, LLC | |
|
PALISADES ACQUISITION IX, LLC | |
|
PALISADES ACQUISITION X, LLC | |
|
SYLVAN ACQUISITION I, LLC | |
|
OPTION CARD, LLC | |
|
||
|
By: /s/ Gary Stern | |
|
Name: Gary Stern | |
|
Title: Manager | |
|
||
GUARANTORS
:
|
ASTA FUNDING, INC . | |
|
||
|
By: /s/ Gary Stern | |
|
Name: Gary Stern | |
|
Title: President and Chief Executive Officer | |
|
||
|
COMPUTER FINANCE, LLC | |
|
ASTAFUNDING.COM, LLC | |
|
ASTA COMMERCIAL, LLC | |
|
VATIV RECOVERY SOLUTIONS, LLC | |
|
ASTA FUNDING ACQUISITION IV, LLC | |
|
PALISADES ACQUISITION XI, LLC | |
|
PALISADES ACQUISITION XII, LLC | |
|
PALISADES ACQUISITION XIII, LLC | |
|
PALISADES ACQUISITION XIV, LLC | |
|
PALISADES ACQUISITION XV, LLC | |
|
PALISADES ACQUISITION XVII, LLC | |
|
PALISADES ACQUISITION XVIII, LLC | |
|
CITIZENS LENDING GROUP LLC | |
|
VENTURA SERVICES, LLC | |
|
||
|
By: /s/ Gary Stern | |
|
Name: Gary Stern | |
|
Title: Manager |
If to Palisades:
|
Palisades Collection XVI, L.L.C. | |
|
210 Sylvan Avenue | |
|
Englewood Cliffs, New Jersey 07632 | |
|
Fax #: (201) 569-4595 | |
|
Attention: Gary Stern, Manager | |
|
||
|
with a copy to: | |
|
||
|
Palisades Collection, L.L.C. | |
|
210 Sylvan Avenue | |
|
Englewood Cliffs, New Jersey 07632 | |
|
Fax #: 201-567-2203 | |
|
Attention: Seth C. Berman, Esq. | |
|
||
|
If to Manager: [*] | |
|
||
|
with a copy to: |
PALISADES COLLECTION, L.L.C.
|
||||
By: | /s/ Gary Stern | |||
Name: Gary Stern | ||||
Title: Manager | ||||
[*]
|
||||
By: | ||||
* | Confidential |
2
* | Confidential |
3
* | Confidential |
4
5
* | Confidential |
6
* | Confidential |
7
* | Confidential |
8
* | Confidential |
9
* | Confidential |
10
11
* | Confidential |
12
PALISADES COLLECTION, L.L.C. | ||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
Name: | GARY STERN | ||||
|
Title: | MANAGER | ||||
|
||||||
|
[*] | |||||
|
||||||
|
By: | |||||
|
Name: | |||||
|
Title: |
* | Confidential |
13
1. Owner:
|
||
2. Portfolio name:
|
||
3. Purchase Date:
|
||
|
||
4. Original Creditor:
|
||
5. Seller:
|
||
6. Purchase Agreement:
|
[Title of Agreement, Date and Parties] | |
7. Face Value Purchased:
|
||
8. Number of Receivables:
|
||
9. Fees To Servicer Pursuant To Distribution Schedule under the Agreement:
|
||
(a) Base Servicing Fee: See Distribution Schedule to the Fee Schedule |
OTHER VARIATIONS FROM THE AGREEMENT FOR THIS PORTFOLIO: | ||||
None.
|
||||
|
||||
|
[If none, write none.] | |||
[*]
|
, L.L.C. | |||||||||
|
||||||||||
By:
|
By: | |||||||||
|
||||||||||
Name:
|
Name: | |||||||||
Title:
|
Title: |
* | Confidential |
14
* | Confidential |
15
a) | any Servicer Event of Default shall occur and Servicer has not been terminated as the Servicer with respect to any Portfolio; | ||
b) | a material adverse change has occurred in the financial condition, business or operations of Servicer or a Servicer Affiliate; or | ||
c) | Servicer shall be in default under a material agreement to which it is a party, including, without limitation, any financing facilities to which it is a party. |
* | Confidential |
16
17
18
19
I. | Base Fee |
|
(a) | [*]: | ||||||
|
||||||||
|
(i) | [*] | ||||||
|
||||||||
|
(a) | Non-Legal | [*] | |||||
|
||||||||
|
(b) | Legal | [*] | |||||
|
||||||||
(ii) | Servicers Contracted Collections with Third-Party Attorneys | |||||||
|
||||||||
|
(a) | Non-Legal | [*] | |||||
|
||||||||
|
(b) | Legal | [*] |
* | Confidential |
20
* | Confidential |
21
22
23
PALISADES COLLECTION, L.L.C. | ||||||
|
||||||
|
By: | /s/ Gary Stern | ||||
|
|
|||||
|
Name: | GARY STERN | ||||
|
||||||
|
Title: | MANAGER | ||||
|
||||||
|
||||||
|
[*] | |||||
|
||||||
|
By: | |||||
|
||||||
|
Name: | |||||
|
||||||
|
Title: | |||||
|
24
25
26
27
If to Servicer:
|
[*] | |
|
||
|
with a copy to: | |
|
||
|
[*] |
2
If to Clients:
|
Palisades Collection, LLC
210 Sylvan Avenue Englewood Cliffs, New Jersey 07632 Fax #: (201) 569-4595 Attention: Gary Stern, Manager |
||
|
|||
And
|
Cliffs Portfolio Acquisition I, LLC
210 Sylvan Avenue Englewood Cliffs, New Jersey 07632 Fax #: 201-567-2203 Attention: Seth C. Berman, Esq. |
3
PALISADES COLLECTION, L.L.C. | |||||
|
|||||
|
By: | /s/ Gray Stern | |||
|
|||||
|
Title: | Manager | |||
|
|||||
|
[*] | ||||
|
|||||
|
By: | ||||
|
|||||
|
Title: | ||||
|
|||||
|
|||||
|
[*] | ||||
|
|||||
|
By: | ||||
|
|||||
|
Title: | ||||
|
4
5
6
Sincerely, | ||||
|
||||
PALISADES COLLECTION, LLC | ||||
|
||||
|
By: | /s/ Gary Stern | ||
|
||||
|
Printed: | Gary Stern | ||
|
||||
|
Title: | Manager |
|
[*] | |||
|
||||
|
By: | |||
|
||||
|
Printed: | |||
|
||||
|
Title: | |||
|
|
||||
|
By: | |||
|
||||
|
Printed: | |||
|
||||
|
Title: | |||
|
7
I. | Base Fee | |
[*] | ||
II. | Fee Premium | |
[*] |
8
9
- |
Loyalty. Senior Financial Officers should not be, or appear to
be, subject to influences, interests or relationships that
conflict with the best interests of the Company. |
||
- |
Compliance with Applicable Laws. Senior Financial Officers are
expected to comply with all laws, rules and regulations
applicable to the Companys activities. |
||
- | Observance of Ethical Standards. Senior Financial Officers must adhere to high ethical standards in the conduct of their duties. These include honesty and fairness. |
- | Improper conduct and activities. Senior Financial Officers may | ||
not engage in any conduct or activities that are inconsistent with the Companys best interests or that disrupt or impair the Companys relationship with any person or entity with which the Company has, or proposes to enter into, a business or contractual relationship. | |||
- | Compensation from non-Company sources. Senior Financial Officers may not accept compensation for services performed for the Company from any source other than the Company. Senior Financial Officers should obtain the approval of the Audit Committee prior to accepting any paid employment or consulting position with another entity. |
- | Gifts. Senior Financial Officers and members of their immediate families may not accept gifts from persons or entities where any such gift is being made in order to influence their actions in their position with the Company, or where acceptance of the gifts could create the appearance of a conflict of interest. |
- | Personal use of Company assets. Senior Financial Officers may not use Company assets, labor or information for personal use, other than incidental personal use, unless approved by the Chair of the Audit Committee or as part of a compensation or expense reimbursement program. | ||
- | Financial Interests in other Businesses. Senior Financial Officers should avoid having an ownership interest in any other enterprises, such as a customer, supplier or competitor, if that interest compromises the officers loyalty to the Company. |
Section 8. | ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR. |
Jurisdiction Under
|
Percentage
|
|||||
Name
|
Which Organized | Owned | ||||
Asta Funding, Inc.
|
Delaware | |||||
Asta Funding Acquisition I, LLC
|
Delaware | 100 | % | |||
Asta Funding Acquisition II, LLC
|
Delaware | 100 | % | |||
Asta Funding Acquisition IV, LLC
|
Delaware | 100 | % | |||
Asta Commercial, LLC
|
Delaware | 100 | % | |||
Asta Funding.com, LLC
|
Delaware | 100 | % | |||
Palisades Acquisition I, LLC
|
Delaware | 100 | % | |||
Palisades Acquisition II, LLC
|
Delaware | 100 | % | |||
Palisades Acquisition IV, LLC
|
Delaware | 100 | % | |||
Computer Finance, LLC
|
Delaware | 100 | % | |||
Palisades Collection, LLC
|
Delaware | 100 | % | |||
Palisades Acquisition V, LLC
|
Delaware | 100 | % | |||
Palisades Acquisition VI, LLC
|
Delaware | 100 | % | |||
Palisades Acquisition VII, LLC
|
Delaware | 100 | % | |||
Palisades Acquisition VIII, LLC
|
Delaware | 100 | % | |||
Option Card, LLC
|
Colorado | 100 | % | |||
Palisades Acquisition IX, LLC
|
Delaware | 100 | % | |||
VATIV Recovery Solutions LLC
|
Texas | 100 | % | |||
Palisades Acquisition X, LLC
|
Delaware | 100 | % | |||
EMCC PAL Auto LLC
|
Delaware | 50 | % | |||
Cliffs Portfolio Acquisition I, LLC
|
Delaware | 100 | % | |||
Sylvan Acquisition I. LLC
|
Delaware | 100 | % | |||
Citizens Lending Group LLC
|
Delaware | 100 | % | |||
Palisades Acquisition XI LLC
|
Delaware | 100 | % | |||
Palisades Acquisition XII LLC
|
Delaware | 100 | % | |||
Palisades Acquisition XIII LLC
|
Delaware | 100 | % | |||
Palisades Acquisition XIV LLC
|
Delaware | 100 | % | |||
Palisades Acquisition XV LLC
|
Delaware | 100 | % | |||
Palisades Acquisition XVI LLC
|
Delaware | 100 | % | |||
Palisades Acquisition XVII LLC
|
Delaware | 100 | % | |||
Palisades Acquisition XVIII LLC
|
Delaware | 100 | % | |||
Brook Mays Joint Venture
|
Massachusetts | 25 | % | |||
Ventura Services LLC
|
Delaware | 100 | % | |||
Palisades XII Do Brasil Gesto Financeira Ltda
|
Brazil | 99.9 | % |
70
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72
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74