8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 10, 2009

ASTA FUNDING, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-26906	22-3388607
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

210 Sylvan Avenue, Englewood Cliffs, New Jersey	07632
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 201-567-5648

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Asta Funding, Inc. (the “Company”) announced on July 10, 2009 that the Company has secured the Eighth Amendment to Fourth Amended and Restated Loan Agreement (the “Credit Facility”) that extends the maturity date of the Credit Facility until December 31, 2009. The amendment, provided by a consortium of lenders for which IDB Bank serves as agent, became effective July 10, 2009. The initial level of the Credit Facility on July 10, 2009 is $40 million with a minimum interest rate of 5.5% per annum. A copy of the press release announcing the agreement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Credit Facility is being furnished as Exhibit 99.2. to this Current Report on Form 8-K. The Form of Revolving Note is being furnished as Exhibit 99.3 to this Current Report on Form 8-K.

Under the terms of this amendment the Credit Facility will liquidate over the remaining six months of the calendar year with funding capacity limited to our current commitments through the end of the calendar year. Other provisions of this Credit Facility remain substantially unchanged including the standard defaults and the cross-default in the Palisades Acquisition XVI , LLC financing agreement due to the Bank of Montreal (the “Receivables Financing Agreement”) . The cross default in the Receivables Financing Agreement can only occur in the event of a non-payment in excess of $2.5 million of the Credit Facility. The Company continues to make steady progress in debt reduction, reducing the revolving line of credit since September 2008 from $84.9 million as of September 30, 2008 to $31.9 million at July 10, 2009.

The Company’s total senior debt level is approximately $139.5 million as of July 10, 2009, including $31.9 million under the Credit Facility, and $107.6 million due on the Receivables Financing Agreement. This represents a reduction of 35 percent in total senior debt from approximately $213.5 million as of September 30, 2008. The Company previously announced an agreement, effective February 20, 2009, to amend certain terms of the Receivables Financing Agreement and extend its maturity date to April 2011.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1	Press release dated July 10, 2009.
99.2	Eighth Amendment to Fourth Amended and Restated Loan Agreement
99.3	Form of Revolving Note

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ASTA FUNDING, INC.
Date: July 15, 2009	By:	/s/ Robert J. Michel
		Robert J. Michel
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit
Number		Description
	99.1	Press release dated July 10, 2009.
	99.2	Eighth Amendment to Fourth Amended and Restated Loan Agreement
	99.3	Form of Revolving Note

EX-99.1

Exhibit 99.1

Nasdaq: ASFI

FOR IMMEDIATE RELEASE

CONTACT:

Cameron Williams, COO	Alex Stanton
Robert J. Michel, CFO	Stanton Public Relations and
Asta Funding, Inc.	Marketing
(201) 567-5648	(212)780-0701

Asta Funding, Inc. Announces Amendment to Revolving Credit Line
• Cash Flow Enables Pay-down by December 31, 2009
• Total Senior Debt Reduced 35% to $139.5 Million Since September 2008

ENGLEWOOD CLIFFS, N.J., July 10, 2009 / PR Newswire — First Call / — Asta Funding, Inc. (Nasdaq: ASFI), (the “Company”) a leader in consumer receivable asset management and liquidation, today announced that the Company has secured an amendment to its revolving credit agreement that effective today, extends the facility until December 31, 2009. The amendment is provided by a consortium of lenders for which IDB Bank serves as agent. The initial level of the revolving credit agreement is $40 million as of July 10, 2009 with a minimum interest rate of 5.5% per annum.

Under terms of this amendment to the agreement, the revolving credit facility will liquidate over the remaining six months of the calendar year with funding capacity limited to the Company’s current commitments through the end of the calendar year. The Company continues to make steady progress in debt reduction, reducing the revolving line of credit over the last ten months from $84.9 million as of September 30, 2008 to $31.9 million at July 10, 2009. The Company will file a Current Report on Form 8-K with the U.S. Securities and Exchange Commission in the next few days regarding this amendment to the revolving credit agreement.

The Company’s total senior debt level is approximately $139.5 million as of July 10, 2009, including $31.9 million under the revolving line of credit, and $107.6 million due to the Bank of Montreal under the borrowing facility for its Palisades XVI subsidiary. This represents a reduction of 35 percent in total senior debt from approximately $213.5 million as of September 30, 2008. The Company previously announced an agreement, effective February 20, 2009, to amend certain terms of the Palisades XVI facility and extend it to April 2011.

“We appreciate this expression of confidence in Asta Funding and our business model by the lending group,” said Gary Stern, President and Chief Executive Officer of Asta Funding. “While the current lending environment dictated a longer path to completion than we might have hoped, we are pleased with this outcome and are confident our debt level is now appropriate to the current environment. In addition to the significant progress in paying down debt, we made portfolio purchases with a face value of $335.6 million at a cost of $13.8 million during the third quarter of fiscal year 2009.”

Mr. Stern added, “We look forward to continuing our discussion with the bank group to secure a longer term agreement before the expiration of this amendment.”

About Asta Funding:

Based in Englewood Cliffs, NJ, Asta Funding, Inc., is a leading consumer receivable asset management company that specializes in the purchase, management and liquidation of performing and non-performing consumer receivables. For additional information, please visit our website at http://www.astafunding.com.

Except for historical information contained herein, the matters set forth in this news release are “forward-looking” statements (as defined in the Private Securities Litigation Reform Act of 1995.) Although Asta Funding, Inc. believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, there can be no assurance that its expectations will be realized. Forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from Asta Funding, Inc.’s expectations. Factors that could contribute to such differences include those identified in Asta Funding, Inc.’s Form 10-K and Form 10-K/A for the fiscal year ended September 30, 2008, Form 10-Q for the quarters ended December 31, 2008 and March 31, 2009 and those described from time to time in Asta Funding, Inc.’s other filings with the Securities and Exchange Commission, news releases and other communications. Asta Funding, Inc.’s reports with the Securities and Exchange Commission are available free of charge through its website at http://www.astafunding.com

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EX-99.2

EXHIBIT 99.2

EIGHTH AMENDMENT TO
FOURTH AMENDED AND RESTATED LOAN AGREEMENT

THIS EIGHTH AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is executed and entered into as of July 10, 2009, by and among ASTA FUNDING ACQUISITION I, LLC, a Delaware limited liability company, ASTA FUNDING ACQUISITION II, LLC, a Delaware limited liability company, PALISADES COLLECTION, L.L.C., a Delaware limited liability company, PALISADES ACQUISITION I, LLC, a Delaware limited liability company, PALISADES ACQUISITION II, LLC, a Delaware limited liability company, PALISADES ACQUISITION IV, LLC, a Delaware limited liability company, PALISADES ACQUISITION V, LLC, a Delaware limited liability company, PALISADES ACQUISITION VI, LLC, a Delaware limited liability company, PALISADES ACQUISITION VII, LLC, a Delaware limited liability company, PALISADES ACQUISITION VIII, LLC, a Delaware limited liability company, PALISADES ACQUISITION IX, LLC, a Delaware limited liability company, PALISADES ACQUISITION X, LLC, a Delaware limited liability company, CLIFFS PORTFOLIO ACQUISITION I, LLC, a Delaware limited liability company, SYLVAN ACQUISITION I, LLC, a Delaware limited liability company, and OPTION CARD, LLC, a Colorado limited liability company (sometimes collectively referred to herein as “Borrowers” and individually as a “Borrower”); ASTA FUNDING, INC., a Delaware corporation, COMPUTER FINANCE, LLC, a Delaware limited liability company, ASTAFUNDING.COM, LLC, a Delaware limited liability company, ASTA COMMERCIAL, LLC, a Delaware limited liability company, and VATIV RECOVERY SOLUTIONS, LLC, a Texas limited liability company, ASTA FUNDING ACQUISITION IV, LLC, a Delaware limited liability company, PALISADES ACQUISITION XI, LLC, a Delaware limited liability company, PALISADES ACQUISITION XII, LLC, a Delaware limited liability company, PALISADES ACQUISITION XIII, LLC, a Delaware limited liability company, PALISADES ACQUISITION XIV, LLC, a Delaware limited liability company, PALISADES ACQUISITION XV, LLC, a Delaware limited liability company, PALISADES ACQUISITION XVII, LLC, a Delaware limited liability company, PALISADES ACQUISITION XVIII, LLC, a Delaware limited liability company, CITIZENS LENDING GROUP LLC, a Delaware limited liability company and VENTURA SERVICES, LLC, a Delaware limited liability company (collectively, “Guarantors”); ISRAEL DISCOUNT BANK OF NEW YORK, a New York banking corporation (“IDB”), as collateral agent for itself and the lenders signatory hereto from time to time (together with any successor collateral agent appointed pursuant to Section 9.7, the “Collateral Agent”), as administrative agent (together with any successor administrative agent appointed pursuant to Section 9.7, the “Administrative Agent”, and together with the Collateral Agent, the “Agents”), and as co-lead arranger; MERRILL LYNCH COMMERCIAL FINANCE CORP. (“Merrill Lynch”), as co-lead arranger and as co-administrative agent; and the Lenders (as defined below).

RECITALS:

A. Borrowers and Guarantors (collectively, the “Credit Parties”), along with Administrative Agent and Lenders are parties to a certain Fourth Amended and Restated Loan and Security Agreement dated as of July 11, 2006 (as amended, modified, supplemented or restated from time to time, the “Credit Agreement”). All capitalized terms used in this Amendment, unless specifically defined herein, shall have the meanings attributed to them in the Credit Agreement.

B. The Credit Parties have requested that the Lenders amend certain terms of the Credit Agreement to, among other things, extend the Commitment Termination Date.

AGREEMENT:

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Credit Parties, Administrative Agent and Lenders agree as follows:

SECTION 1. ACCURACY OF RECITALS.

The Credit Parties acknowledge, represent, warrant and agree that the Recitals stated above are true and complete in all respects.

SECTION 2. MODIFICATION.

2.1 The following definitions as contained in Annex A attached to the Credit Agreement are amended and restated in their entirety to read as follows:

“Commitment Termination Date” means the earliest of (a) December 31, 2009, (b) the date of termination of Lenders’ obligations to make Advances or permit the existing Revolving Loan to remain outstanding pursuant to Section 8.2(b), and (c) the date of indefeasible prepayment in full by Borrowers of the Revolving Loan, and the permanent reduction of all Commitments to zero dollars ($0).

“Revolving Loan Commitment” means (a) as to any Lender, the aggregate commitment of such Lender to make Advances as set forth on Annex J to the Agreement or in the most recent Assignment Agreement executed by such Lender and (b) as to all Lenders, the aggregate commitment of all Lenders to make Advances which aggregate commitment shall not exceed the following amounts: (1) Forty Million Dollars ($40,000,000) from the date hereof through July 30, 2009; (2) Thirty Four Million Dollars ($34,000,000) from July 31, 2009 through August 30, 2009; (3) Thirty Million Eight-Hundred Thousand Dollars ($30,800,000) from August 31, 2009 through September 29, 2009; (4) Twenty Two Million Nine-Hundred Thousand Dollars ($22,900,000) from September 30, 2009 through October 30, 2009; (5) Fifteen Million Dollars ($15,000,000) from October 31, 2009 through November 29, 2009; (6) Seven Million Four-Hundred Thousand Dollars ($7,400,000) from November 30, 2009 through December 30, 2009; and (6) Zero Dollars ($0) on December 31, 2009.

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2.2 Annex J attached to the Credit Agreement is hereby deleted in its entirety and replaced with the Replacement Annex J attached to this Amendment as Exhibit A.

2.3 Section 1.1(a)(ii) of the Credit Agreement is amended and restated in its entirety as follows:

(i) Use of Advances to finance Portfolio purchases in excess of $7,500,000 shall require the consent of the Administrative Agent and use of Advances to finance Portfolio purchases in excess of (a) $15,000,000 in the aggregate as of July 31, 2009 and August 31, 2009; (b) $8,000,000 in the aggregate as of September 30, 2009; (c) $6,000,000 in the aggregate as of October 31, 2009 and November 30, 2009; and (d) $2,000,000 in the aggregate as of December 31, 2009, during any 120 day period shall require the consent of the Requisite Lenders. In connection with such purchases, Borrowers shall deliver to Administrative Agent and Requisite Lenders, if applicable, the Portfolio Proposal relating to such purchases. For purposes of this Section 1.1(a)(ii) only, any Requisite Lenders that have not responded within 4 Business Days of receipt of a request for their consent for the purchase of Portfolios in excess of such amounts set forth above shall be deemed to have consented to such purchase. Borrowers agree not to intentionally propose, modify or structure (or permit to be structured) any Portfolio purchases from any one or more sellers or its affiliates, whether as a single transaction or a series of transactions, for the purpose of evading the requirements of this Section 1.1(a)(ii) to obtain the consent of Administrative Agent or Requisite Lenders, as the case may be. Without limiting the foregoing, any Portfolio purchase occurring within 120 days of any other Portfolio purchase or purchases shall be included for purposes of determining whether the consent of the Administrative Agent or Requisite Lenders is required under this Section 1.1(a)(ii). Notwithstanding anything in this Section to the contrary, a Borrower may acquire a Rejected Portfolio having a purchase price in excess of the amount set forth in this Section without the consent of the Administrative Agent or the Requisite Lenders if the purchase is made with Borrowers’ own cash or borrowings that are made without including the Rejected Portfolio as an Eligible New Portfolio in the Borrowing Base, and if the Rejected Portfolio is subject to a security interest or Lien in favor of Collateral Agent, for the benefit of itself, the Agents and Lenders, to secure the Obligations. Without conferring approval rights upon Administrative Agent (except as otherwise provided in this Section 1.1(a)(ii)), the applicable Borrower shall deliver to Administrative Agent, upon Administrative Agent’s request, such information (as is reasonably available to the applicable Borrower) relating to the purchase of a Portfolio as Administrative Agent may reasonably request (including any available Portfolio Acquisition Documents) within a reasonable period of time following the applicable Borrower’s purchase of such Portfolio.

2.4 Section 1.4(a) of the Credit Agreement is amended and restated in its entirety as follows:

(a) Borrowers shall pay interest to Administrative Agent, for the ratable benefit of Lenders in accordance with the Revolving Loan being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: the Base Rate plus the Applicable Base Rate Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable LIBOR Margin per annum, based on the aggregate Advances outstanding from time to time; provided, however, at no time shall the interest rate under this Section 1.4(a) be less than five hundred fifty (550) basis points per annum.

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Effective as of the date hereof, the Applicable Margin for (i) Base Rate Loans shall be two hundred basis points (200) and (ii) LIBOR Loans shall be four hundred basis points (400).

2.5 Annex G., Subsections (a) Minimum Tangible Net Worth and (d) No Net Loss of the Credit Agreement are hereby amended and restated in their entirety as follows:

(a) Minimum Tangible Net Worth. Asta Funding and its Subsidiaries on a consolidated basis shall maintain at all times during each Fiscal Quarter a minimum Tangible Net Worth of not less than $175,000,000 plus fifty percent (50%) of cumulative net income reported after June 30, 2009.

(d) No Net Loss. Asta Funding and its Subsidiaries shall have no net loss on a consolidated basis during any Fiscal Year, provided however, for Fiscal Year ending September 30, 2009 only, a net loss not to exceed $10,000,000 will be permitted under this Subsection (d). For purposes of computing net loss of Asta Funding and its Subsidiaries, the net income of any Non-Credit Party Affiliate (to the extent such net income is greater than zero) shall be excluded from such computation.

2.6 Field Examination. Notwithstanding anything to the contrary herein, the required field examination pursuant to the Credit Agreement scheduled for October, 2009 is hereby waived.

2.7 Rejected Portfolio Purchase/Non-Recourse Investments. Notwithstanding anything in the Credit Agreement to the contrary, any Non-Recourse Non-Credit Party Loan and/or Non-Recourse Investment shall require the approval of all Lenders.

2.8 No Other Modifications. Except as otherwise specifically modified by this Amendment, all terms, conditions, covenants, rights, duties, obligations and liabilities of the Credit Parties under the Credit Agreement remain in full force and effect and unmodified.

SECTION 3. REAFFIRMATION OF SECURITY INTEREST AND GUARANTIES.

The Credit Parties acknowledge and agree that the Lien and security interest in the Collateral granted by the Credit Parties to the Collateral Agent, for the benefit of the Agents and the Lenders, pursuant to the Collateral Documents is and continues to be first in priority. The provisions of this Section 3 are intended to acknowledge the Liens and security interests granted pursuant to the Collateral Documents. The provisions of this Section 3 shall be deemed to ratify the existing Liens and security interests of the Collateral Agent, for the benefit of the Agents and the Lenders, in the Collateral to the extent such Liens and security interests existed prior to the date hereof. The Guarantors also hereby reaffirm all of the terms and conditions in and to the Guaranties.

SECTION 4. REPRESENTATIONS AND WARRANTIES.

The execution and delivery of this Amendment and the documents and instruments contemplated by this Amendment have been duly authorized by all requisite action by or on behalf of the members of the Credit Parties.

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SECTION 5. FEES.

The Borrowers shall pay to Administrative Agent, for the account of the Lenders, the fees described in the fee letter of even date herewith. In addition, the Borrowers shall reimburse Agents for all reasonable out-of-pocket fees, costs and expenses, including reasonable attorneys’ fees, costs and expenses of counsel in connection with the preparation and negotiation of this Amendment and related documents.

SECTION 6. COVENANTS.

6.1 This Amendment shall be governed by the terms and provisions of the Credit Agreement.

6.2 In the event of a conflict between the terms of this Amendment and the terms of the Credit Agreement, the terms of this Amendment shall govern and control.

6.3 Credit Parties hereby confirm and agree that the terms, conditions, covenants, guaranties, assurances, promises and provisions contained in the Loan Documents to which each is a party remain in full force and effect without amendment or modification as a result of this Amendment and that the obligations, liabilities and duties of the Credit Parties remain unimpaired as a result of this Amendment and are in full force and effect.

6.4 In order for this Amendment to become effective, the following conditions must be satisfied and the following items must be received by Administrative Agent in form and substance satisfactory to Administrative Agent on or prior to the date that the Credit Parties shall execute and deliver this Amendment to Lenders:

A. Amended and Restated Revolving Notes. Duly executed originals of amended and restated Revolving Notes payable to the order of each Revolving Lender dated the date of the Amendment.

B. Other Documents. Such other information, confirmations, certificates, documents and agreements respecting any Credit Party as Administrative Agent may, in its reasonable discretion, request.

C. Amendment Fee. Administrative Agent, shall have received, on behalf of Lenders, an executed copy of the fee letter and payment of the amendment fee described therein.

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SECTION 7. BINDING EFFECT.

The Credit Agreement as modified herein shall be binding upon and shall inure to the benefit of the members of the Credit Parties and their successors and assigns.

SECTION 8. COUNTERPART EXECUTION; FACSIMILES.

This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. Signature pages may be detached from the counterparts and attached to a single copy of this Amendment to physically form one document. Signatures may be exchanged by facsimile, with the original signature to follow. Each party to this Amendment agrees to be bound by its own faxed signature and to accept the faxed signature of the other parties to this Amendment.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

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

Eighth Amendment to Fourth Amended and Restated Loan Agreement

AGENT:	ISRAEL DISCOUNT BANK OF NEW YORK, as Administrative Agent, Collateral Agent and Co-Lead Arranger
	By:	/s/ Kenneth Lipke
		Name:	Kenneth Lipke
		Title:	FVP

By:	/s/ Jeffrey S. Ackerman
	Name:	Jeffrey S. Ackerman
	Title:	Senior Vice President

Eighth Amendment to Fourth Amended and Restated Loan Agreement

MERRILL LYNCH COMMERCIAL FINANCE CORP., as Co-Administrative Agent and Co-Lead Arranger
By:	/s/ Philip J. Salter
	Name:	Philip J. Salter
	Title:	Vice President

Eighth Amendment to Fourth Amended and Restated Loan Agreement

LENDERS:	ISRAEL DISCOUNT BANK OF NEW YORK, as Lender
	By:	/s/ Kenneth Lipke
		Name:	Kenneth Lipke
		Title:	FVP
	By:	/s/ Jeffrey S. Ackerman
		Name:	Jeffrey S. Ackerman
		Title:	Senior Vice President

Eighth Amendment to Fourth Amended and Restated Loan Agreement

MERRILL LYNCH COMMERCIAL FINANCE CORP., as Lender
By:	/s/ Philip J. Salter
	Print Name:	Philip J. Salter
	Print Title:	Vice President

Eighth Amendment to Fourth Amended and Restated Loan Agreement

BMO CAPITAL MARKETS FINANCING, INC., as Lender
By:	/s/ Gary Herron
	Print Name:	Gary Herron
	Print Title:	Vice President

Eighth Amendment to Fourth Amended and Restated Loan Agreement

BANK LEUMI USA, as Lender
By:	/s/ John LeClair
	Print Name:	John LeClair
	Print Title:	Vice President

Eighth Amendment to Fourth Amended and Restated Loan Agreement

THE BERKSHIRE BANK, as Lender
By:	/s/ Moshe Zucker
	Print Name:	Moshe Zucker
	Print Title:	VP

Eighth Amendment to Fourth Amended and Restated Loan Agreement

SIGNATURE BANK, as Lender
By:	/s/ Thomas J. D’Antona
	Print Name:	Thomas J. D'Antona
	Print Title:	Senior Vice President & Senior Lender

Eighth Amendment to Fourth Amended and Restated Loan Agreement

PROVIDENT BANK, as Lender
By:	/s/ Ronald Romeo
	Print Name:	Ronald Romeo
	Print Title:	Vice President

Eighth Amendment to Fourth Amended and Restated Loan Agreement

EXHIBIT A
TO EIGHTH AMENDMENT TO
FOURTH AMENDED AND RESTATED LOAN AGREEMENT
REPLACEMENT ANNEX J
(from Annex A – Commitments definition)
to
FOURTH AMENDED AND RESTATED LOAN AGREEMENT

	Revolving Loan		Revolving Loan		Revolving Loan		Revolving Loan		Revolving Loan		Revolving Loan
	Commitment		Commitment as		Commitment as of		Commitment as of		Commitment as of		Commitment as of
	from the date		of July 31, 2009,		August 31, 2009,		September 30, 2009,		October 31, 2009,		November 30, 2009,
	hereof through		through		through		through		through		through
Lender	July 30, 2009		August 30, 2009		September 29, 2009		October 30, 2009		November 29, 2009		December 30, 2009
Israel Discount Bank of New York	$	10,285,714.28	$	8,742,857.14	$	7,920,000.00	$	5,888,571.42	$	3,857,142.86	$	1,902,857.14
Merrill Lynch Commercial Finance Corp.	$	6,857,142.86	$	5,828,571.43	$	5,280,000.00	$	3,925,714.29	$	2,571,428.57	$	1,268,571.43
Bank Leumi USA	$	4,571,428.57	$	3,885,714.29	$	3,520,000.00	$	2,617,142.86	$	1,714,285.71	$	845,714.29
BMO Capital Markets Financing, Inc.	$	8,000,000.00	$	6,800,000.00	$	6,160,000.00	$	4,580,000.00	$	3,000,000.00	$	1,480,000.00
The Berkshire Bank	$	2,285,714.29	$	1,942,857.14	$	1,760,000.00	$	1,308,571.43	$	857,142.86	$	422,857,14
Signature Bank	$	4,571,428.57	$	3,885,714.29	$	3,520,000.00	$	2,617,142.86	$	1,714,285.71	$	845,714.29
Provident Bank	$	3,428,571.43	$	2,914,285.71	$	2,640,000.00	$	1,962,857.14	$	1,285,714.29	$	634,285.71
Total	$	40,000,000.00	$	34,000,000.00	$	30,800,000.00	$	22,900,000.00	$	15,000,000.00	$	7,400,000.00

On December 31, 2009, all Commitments will be Zero ($0) Dollars.

EX-99.3

Exhibit 99.3

FORM OF REVOLVING NOTE

July 10, 2009 New York, New York

$[                      ]

FOR VALUE RECEIVED, the undersigned, ASTA FUNDING ACQUISITION I, LLC, a Delaware limited liability company, ASTA FUNDING ACQUISITION II, LLC, a Delaware limited liability company, PALISADES COLLECTION, L.L.C., a Delaware limited liability company, PALISADES ACQUISITION I, LLC, a Delaware limited liability company, PALISADES ACQUISITION II, LLC, a Delaware limited liability company, PALISADES ACQUISITION IV, LLC, a Delaware limited liability company, PALISADES ACQUISITION V, LLC, a Delaware limited liability company, PALISADES ACQUISITION VI, LLC, a Delaware limited liability company, PALISADES ACQUISITION VII, LLC, a Delaware limited liability company, PALISADES ACQUISITION VIII, LLC, a Delaware limited liability company, PALISADES ACQUISITION IX, LLC, a Delaware limited liability company, PALISADES ACQUISITION X, LLC, a Delaware limited liability company, CLIFFS PORTFOLIO ACQUISITION I, LLC, a Delaware limited liability company, SYLVAN ACQUISITION I, LLC, a Delaware limited liability company, and OPTION CARD, LLC, a Colorado limited liability company (collectively referred to as “Borrowers”), HEREBY PROMISE TO PAY to the order of [                      ], a [                      ] corporation (“Lender”), at the offices of ISRAEL DISCOUNT BANK OF NEW YORK, a New York banking corporation, as Administrative Agent for Lenders (“Administrative Agent”), at its address at 511 Fifth Avenue, New York, NY 10017, or at such other place as Administrative Agent may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the amount of [                      ] or, if less, the aggregate unpaid amount of all Advances made at any time to the undersigned under the “Loan Agreement” (as hereinafter defined), plus interest on the unpaid balance as provided in the Loan Agreement. All capitalized terms used but not otherwise defined herein have the meanings given to them in the Loan Agreement or in Annex A attached thereto.

This Revolving Note (“Note”) is one of the Revolving Notes issued pursuant to that certain Fourth Amended and Restated Loan Agreement dated as of July 11, 2006, by and among Borrowers, the other Credit Parties signatory thereto, Administrative Agent, and the other Agents and Lenders signatory thereto from time to time (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, collectively, the “Loan Agreement”), and is one of the Revolving Notes given in renewal of and substitution for various Revolving Notes payable to the order of Lender. This Note is entitled to the benefit and security of the Loan Agreement, the Collateral Documents and all of the other Loan Documents referred to therein. Reference is hereby made to the Loan Agreement for a statement of all of the terms and conditions under which the Revolving Loans evidenced hereby are made and are to be repaid. The date and amount of each Advance made by Lenders to Borrowers, the rates of interest applicable thereto and each payment made on account of the principal thereof, shall be recorded by Administrative Agent on its books in accordance with the terms of the Loan Agreement; provided that the failure of Administrative Agent to make any such recordation shall not affect the obligations of Borrowers to make a payment when due of any amount owing under the Loan Agreement or this Note in respect of the Advances made by Lender to Borrowers.

The principal amount of the indebtedness evidenced hereby shall be payable in the amounts and on the dates specified in the Loan Agreement, the terms of which are hereby incorporated herein by reference. Interest thereon shall be paid until such principal amount is paid in full at such interest rates and at such times, and pursuant to such calculations, as are specified in the Loan Agreement. The entire unpaid balance shall be immediately due and payable in full on the Commitment Termination Date.

If any payment on this Note becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

This Note is secured by the Collateral. Borrowers shall have no right to prepay this Note, except as expressly permitted or required under the Loan Agreement.

Upon the occurrence and during the continuance of any Default, which is not reasonably capable of being cured, or Event of Default, this Note may, when and as provided in the Loan Agreement, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.

Time is of the essence of this Note.

In the event of any conflict between the terms of this Note and the terms of the Loan Agreement, the terms of the Loan Agreement shall prevail. All of the terms, covenants, provisions, conditions, stipulations, promises and agreements contained in the Loan Agreement to be kept, observed and/or performed by the undersigned are made a part of this Note and are incorporated into this Note by this reference to the same extent and with the same force and effect as if they were fully set forth in this Note; the undersigned promise and agree to keep, observe and perform them or cause them to be kept, observed and performed, strictly in accordance with the terms and provisions thereof.

Each party liable on this Note in any capacity, whether as maker, endorser, surety, guarantor or otherwise, (i) waives presentment for payment, demand, protest and notice of presentment, notice of protest, notice of non-payment and notice of dishonor of this debt and each and every other notice of any kind respecting this Note and all lack of diligence or delays in collection or enforcement hereof; (ii) agrees that Lender at any time or times, without notice to the undersigned or its consent, may grant extensions of time, without limit as to the number of the aggregate period of such extensions, for the payment of any principal, interest or other sums due hereunder; (iii) to the extent permitted by law, waives all exemptions under the laws of the State of New York and/or any state or territory of the United States; (iv) to the extent permitted by law, waives the benefit of any law or rule of law intended for its advantage or protection as an obligor under this Note or providing for its release or discharge from liability on this Note, in whole or in part, on account of any facts or circumstances other than full and complete payment of all amounts due under this Note; and (v) in accordance with, and to the extent provided in, the Loan Agreement, agrees to pay, in addition to all other sums of money due, all cost of collection and attorney’s fees, whether suit be brought or not, if this Note is not paid in full when due, whether at the stated maturity or by acceleration.

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If any term, provision, covenant or condition of this Note or the application of any term, provision, covenant or condition of this Note to any party or circumstance shall be found by a court of competent jurisdiction to be, to any extent, invalid or unenforceable, then the remainder of this Note and the application of such term, provision, covenant, or condition to parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, provision, covenant or condition shall be valid and enforced to the fullest extent permitted by law. Upon determination that any such term, provision, covenant or condition is invalid, illegal or unenforceable, Lender may, but is not obligated to, advance funds to Borrowers under this Note until Borrowers and Lender amend this Note so as to effect the original intent of the parties as closely as possible in a valid and enforceable manner.

Except as provided in the Loan Agreement, this Note may not be assigned by Lender to any Person.

THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE.

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IN WITNESS WHEREOF, the parties hereto have executed this Note as of the date first above written.

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:	President