JPMorgan Chase Bank, National AssociationEncore Capital Group Inc • October 6th, 2005 • Short-term business credit institutions • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Warrants issued by Encore Capital Group, Inc., a Delaware corporation (the “Company”), to JPMorgan Chase Bank, N.A., London Branch (“JPMorgan”), on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous letter and serve as the final documentation for this Transaction.
JPMorgan Chase Bank, National Association London EC4Y 0JP EnglandEncore Capital Group Inc • October 6th, 2005 • Short-term business credit institutions
The definitions and provisions contained in the 1996 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein have the meanings assigned to them in the Offering Memorandum dated September 13, 2005 (the “Offering Memorandum”) relating to the USD 90,000,000 principal amount of Senior Convertible Notes due September 19, 2010, (the “Initial Convertible Notes” and each USD 1,000 principal amount of Initial Convertible Notes, an “Initial Convertible Note”) and additional USD 10,000,000 principal amount of Senior Convertible Notes due September 19, 2010 issued pursuant an over-allotment option granted by the Counterparty to the Initial Purchasers of the Initial Convertible Notes (“Additional Convertible Notes” and each U
