The Thugs of Asset Acceptance

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Possible trademark of Ass-et, by their conduct -most likely under the preponderance of
weight of evidence or something.



Ass-et is keeping up the pace,
trying to stay on top, even when dragged along,
stll, manages to get its share of load.

Ass-et acceptance -they accept asses.



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http://blawgsearch.justia.com/search.aspx?q=Cordell+v.+Asset+Acceptance%2C+LLC

Collection Agency Asset Acceptance Reveals How Much They’re Paying For Charged-Off Debts
By Jay Fleischman, New York Bankruptcy Attorney - Posted in Debt Buyers
March 1, 2007

http://www.newyorkbankruptcylitigation.com/2007/03/01/collection-agency-asset-acceptance-reveals-how-much-theyre-paying-for-charged-off-debts/

Collection agency and debt buyer Asset Acceptance Capital Corp. has said it will close two of its offices: one in Michigan and one in Maryland.
This comes on the heels of their most recent earnings report.

The company increased their investments in purchased receivables by 33.9 percent for the full year 2006 from 2005 levels, and saw revenues increase 14.3 percent.

But the interesting point is that during the fourth quarter of 2006, the Company invested a record $62.2 million to purchase charged-off consumer debt portfolios with a face value of $2.5 billion, which means that Asset Acceptance is buying debt at 2.46 cents on the dollar.

Technorati Tags: debt buyers, asset acceptance, charge off

 
One Trackback

By Your Credit Report After Bankruptcy at Bankruptcy Law Network - Real Lawyers, Real Solutions on March 6, 2007 at 6:29 am

[…] The problem involves the credit card industry’s business model of buying and selling debts. Many companies sell debts once they charge off an account, moving the debt to a company that specializes in collecting past due debt. These debt buying companies usually pay a huge discount; in fact, Asset Acceptance Corp., a debt buyer owned by Sallie Mae (the student loan folks), recently announced that they’re paying 2.9 cents on the dollar for charged-off debt. […]

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Not too much of a load Ass-ets?



http://technorati.com/tag/asset%20acceptance

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Racketeering debt collectors after hard day of extortion.

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This is how these ass-ets split truth by their wiggling fraud:
them on one side, their, pathetic Esq, on the other or two heads meet
not to blow the opportunity.

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Comfortable Living Specialists

Ass-ets' con-artist headed by their Esquires are ready to drive to any State
on their seats to extort or shit around their fraud of, allegedly,
extending credit to Consumers; therefore,
charging interest rate and penalties when not paid.

Not paid for what?

To carry its toilet in our living rooms?

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The essence of Ass-et: they are bigger than life!

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Ass-et's mascot in action...

Credit they, kindly, extend to ass or us (the Consumers.)

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http://sec.edgar-online.com/2003/10/24/0000950124-03-003334/Section29.asp

The following is an excerpt from a S-1 SEC Filing, filed by ASSET ACCEPTANCE CAPITAL ... on 10/24/2003.
Jump to :   -- Use Sections To Navigate Through The Document -- S-1 FORM S-1 ABOUT THIS PROSPECTUS SUMMARY CONSOLIDATED FINANCIAL DATA RISK FACTORS USE OF PROCEEDS DIVIDEND POLICY CAPITALIZATION DILUTION BENEFICIAL OWNERS SELECTED CONSOLIDATED FINANCIAL DATA Our financial statements include the results of operations of ... Operating Expenses BUSINESS COMPETITION EMPLOYEES COMPENSATION TABLE OPTIONS (AGGREGATE) BENEFICIAL OWNERS TRANSFER AGENT LEGAL MATTERS EXPERTS BALANCE SHEET INCOME STATEMENT CASH FLOW NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION EXHIBIT 2.1 EXHIBIT 3.1 CERTIFICATE OF INCORPORATION EXHIBIT 3.2 BYLAWS EXHIBIT 10.1 EXHIBIT 10.2 EXHIBIT 10.4 EXHIBIT 10.5 EXHIBIT 10.7 EXHIBIT 10.8 EXHIBIT 10.9 EXHIBIT 10.10 EXHIBIT 10.11 EXHIBIT 10.12 EXHIBIT 10.13 EXHIBIT 10.14 EXHIBIT 10.15 EXHIBIT 10.16 EXHIBIT 21.1 EXHIBIT 23.1 Consent of Independent Auditors
 
 
                  


CERTIFICATE OF INCORPORATION

OF

ASSET ACCEPTANCE CAPITAL CORP.

It is hereby certified as follows.

1. NAME. The name of the corporation is Asset Acceptance Capital Corp.
(the "Corporation").


2. REGISTERED OFFICE. The registered office of the Corporation is to be
located at Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. PURPOSE. The purpose of the Corporation is to engage in any lawful
act or activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware.

SL: Asset is a foreign corporation incorporated in Delaware.

Its agent is in Delaware.

Asset being a foreign corporation and having no systematic ways of doing business
in the State of New York, proving no credit or loan to Consumers has no standing
in New York courts!

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CERTIFICATE OF INCORPORATION
OF
ASSET ACCEPTANCE CAPITAL CORP.


It is hereby certified as follows.


1. NAME. The name of the corporation is Asset Acceptance Capital Corp.
(the "Corporation").


2. REGISTERED OFFICE. The registered office of the Corporation is to be
located at Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.


3. PURPOSE. The purpose of the Corporation is to engage in any lawful
act or activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware.


4. CAPITAL STOCK. The aggregate number of shares of Common Stock which
the Corporation shall have authority to issue is One Thousand (1,000), par value
$0.01 per share.


5. DIRECTORS' LIABILITY.


(a) No director shall be personally liable to the Corporation
or its stockholders for monetary damages for breach of a fiduciary duty as a
director; provided, however, that to the extent required by the provisions of

Section 102(b)(7) of the General Corporation Law of the State of Delaware or any
successor statute, or any other laws of the State of Delaware, this provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit.


(b) If the General Corporation Law of the State of Delaware is
amended after the date of this Certificate to authorize the further elimination
or limitation of the liability of directors, then the liability of a director of
the Corporation, in addition to the limitation on personal liability provided in
this Certificate, shall be limited to the fullest extent permitted by the
amended General Corporation Law of the State of Delaware. Any repeal or
modification of this Article 5 by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Corporation existing as of the time of such
repeal or modification.


7. INCORPORATOR. The name and mailing address of the Incorporator are:


Brendan J. Cahill
c/o Dykema Gossett PLLC
39577 Woodward Avenue, Suite 300
Bloomfield Hills, Michigan  48304


I, the undersigned, for the purpose of forming a corporation under the
laws of the State of Delaware, do make, file, and record this Certificate, and I
have accordingly hereunto set my hand this 17th day of September 2003.


--------------------------------------------------------------------------------



Brendan J. Cahill, Incorporator

            
 
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The following is an excerpt from a 10-K SEC Filing, filed by ASSET ACCEPTANCE CAPITAL ... on 3/25/2004.
Jump to :   -- Use Sections To Navigate Through The Document -- 10-K FORM 10-K Item 1. Business Item 2. Properties Item 3. Legal Proceedings Item 4. Submission of Matters to a Vote of Securities Holders NAME AND TITLE Item 5. Market for Registrant's Common Equity, Related Stockholder ... Item 6. Selected Financial Data Item 7. Management's Discussion and Analysis of Financial Condition ... Liquidity and Capital Resources Item 7A. Quantitative and Qualitative Disclosures about Market ... Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting ... Item 9A. Controls and Procedures Item 10. Directors and Executive Officers of the Registrant Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and ... Item 13. Certain Relationships and Related Transactions Item 14. Principal Accounting Fees and Services Item 15. Exhibits, Financial Statement Schedules, and Reports ... SIGNATURES Report of Independent Auditors BALANCE SHEET INCOME STATEMENT STOCKHOLDERS EQUITY CASH FLOW NOTES TO CONSOLIDATED FINANCIAL STATEMENTS INDEX TO EXHIBITS EXHIBIT 3.1 CERTIFICATE OF INCORPORATION EXHIBIT 3.2 BYLAWS EXHIBIT 10.23 EXHIBIT 10.24 EXHIBIT 10.25 EXHIBIT 10.26 EXHIBIT 10.27 EXHIBIT 21.1 SUBSIDIARIES EXHIBIT 31.1 EXHIBIT 31.2 EXHIBIT 32.1       


CERTIFICATE OF INCORPORATION
OF
ASSET ACCEPTANCE CAPITAL CORP.


Asset Acceptance Capital Corp., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "DGCL"), does
hereby certify as follows:


1.       The name of the Corporation is Asset Acceptance
Capital Corp. (the "Corporation"). The original Certificate of Incorporation of
the Corporation was filed with the Secretary of State of the State of Delaware
on September 18, 2003.


2.       The Corporation has not received any payment for any
of its stock.


3.       This Amended and Restated Certificate of
Incorporation was duly adopted by the unanimous written consent of the
Corporation's Board of Directors in accordance with Sections 108, 141, 241 and
245 of the DGCL and restates and amends the provisions of the Corporation's
Certificate of Incorporation in all respects.


4.       The text of the Corporation's Certificate of
Incorporation is amended and restated in its entirety as follows:


FIRST: Name. The name of the corporation is Asset Acceptance Capital
Corp. (the "Corporation").


SECOND: Registered Office. The registered office of the Corporation is
to be located at Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.


THIRD: Purpose. The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware (the "DGCL").


FOURTH: Capital Stock. The total number of shares of capital stock
which the Corporation shall have authority to issue is 110,000,000 shares of
capital stock, consisting of (i)100,000,000 shares of common stock, par value
$0.01 per share ("Common Stock") and (ii) 10,000,000 shares of preferred stock,
par value $0.01 per share ("Preferred Stock").


(a) Common Stock. The powers, preferences and rights, and the
qualifications, limitations and restrictions of the Common Stock are as
follows:


(1) The holders of shares of Common Stock are
entitled to one vote for each share of Common Stock held on
all matters submitted to a vote of stockholders.


(2) The holders of shares of Common Stock shall not
have cumulative voting rights.


(3) Subject to any prior or equal rights of the
holders of Preferred Stock, the holders of shares of Common
Stock shall be entitled to receive dividends when and as
declared by the Board of Directors out of any funds of the
Corporation legally available therefor.


(4) In the event of any liquidation, dissolution or
winding up (either voluntary or involuntary) of the
Corporation, the holders of shares of Common Stock shall be
entitled to receive, in proportion to the number of shares
held by them, the assets of the Corporation available for
distribution to holders of Common Stock after payments to
creditors and to the holders of any Preferred Stock of the
Corporation that may be outstanding.


(5) No holder of shares of Common Stock shall be
entitled to preemptive, conversion or subscription rights.


(b) Preferred Stock. The Board of Directors is expressly
authorized at any time, and from time to time, to provide for the
issuance of shares of Preferred Stock in one or more series, with such
designations, preferences and relative, participating, optional or
other special rights and qualifications, limitations or restrictions,
as the Board of Directors may determine, subject to the limitations
prescribed by law and in accordance with the provisions hereof.


FIFTH: Board of Directors. (a) General; Number. The business and
affairs of the Corporation shall be managed by or under the direction of its
Board of Directors. The number of directors shall be fixed from time to time by
the affirmative vote of a majority of the entire Board of Directors.


(b) Classification. The directors shall be divided into three
classes, designated Class I, Class II and Class III. Each class shall
consist, as nearly as possible, of one-third of the total number of
directors constituting the entire Board of Directors. The initial
division of the Board of Directors into classes shall be made by the
affirmative vote of a majority of the entire Board of Directors. The
term of the initial Class I directors shall terminate at the annual
meeting of stockholders to be held in 2006; the term of the initial
Class II directors shall terminate at the annual meeting of
stockholders to be held in 2005; and the term of the initial Class III
directors shall terminate at the annual meeting of stockholders to be
held in 2004. At each succeeding annual meeting of stockholders
beginning in 2004, successors to the class of directors whose term
expires at the annual meeting of stockholders shall be elected for a
three-year term and shall hold office until their successors are
elected and shall qualify, or until their earlier resignation or
removal. If the number of directors is changed, any increase or
decrease in the number of directors



2



shall be apportioned among the classes so as to maintain the number of
directors in each class as nearly as equal as possible. The Board of
Directors shall decide which class shall contain an unequal number of
directors. Any additional director of any class elected to fill a
vacancy resulting from an increase in such class shall hold office for
a term that shall coincide with the remaining term of that class, but
in no case will a decrease in the number of directors shorten the term
of any incumbent director.


(c) Nomination. From and subsequent to the effective date of
the initial public offering of the shares of Common Stock by the
Corporation and subject to the rights of the holders of any series of
Preferred Stock, only persons who are nominated in accordance with the
procedures set forth in this Article Fifth, clause (c) shall be
eligible to serve as directors. Nominations of persons for election to
the Board of Directors may be made at an annual meeting of stockholders

(i) by or at the direction of the Board of Directors (in a manner
meeting the requirements for independent director approval promulgated
by the Nasdaq Stock Market, Inc.) or (ii) by any stockholder of the
Corporation who is a stockholder of record at the time of giving notice
provided for in this Article Fifth, clause (c), who shall be entitled
to vote for the election of directors at the meeting and who complies
with the procedures set forth below. Any such nominations (other than
those made by or at the direction of the Board of Directors) must be
made pursuant to timely notice in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to
or mailed and received at the principal executive offices of the
Corporation not less than ninety (90) days prior to the anniversary
date of the immediately preceding annual meeting; provided, however,
that in the event that the annual meeting with respect to which such
notice is to be tendered is not held within thirty (30) days before or
after such anniversary date, notice by the stockholder to be timely
must be received no later than the close of business on the tenth

(10th) day following the day on which notice of the meeting or public
disclosure thereof was given or made. Such stockholder's notice shall
set forth (a) as to each person whom the stockholder proposes to
nominate for election or reelection as a director, all information
relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (including such
person's written consent to being named as a nominee and to serving as
a director if elected), and (b) as to the stockholder giving the notice

(i) the name and address, as they appear on the Corporation's books, of
such stockholder, (ii) the class and number of shares of stock of the
Corporation which are beneficially owned by such stockholder, and (iii)
a description of all arrangements or understandings between such
stockholder and any other person or persons (including their names) in
connection with such nomination and any material interest of such
stockholder in such nomination. At the request of the Board of
Directors, any person nominated by the Board of Directors for election
as a director shall furnish to the Secretary of the Corporation that
information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee. If the Board of Directors
shall determine, based on the facts, that a nomination was not made in
accordance with the procedures set forth in this Article Fifth, clause

(c), the Chairman of the Board of Directors or the person presiding at
such meeting shall so declare to the meeting and the defective
nomination shall be disregarded. In addition to the foregoing
provisions of this Article Fifth, clause (c), a stockholder shall also
comply



3



with all applicable requirements of the Exchange Act, and the rules and
regulations thereunder with respect to the matters set forth in this
Article Fifth, clause (c).


(d) Vacancies. Subject to the rights of the holders of any
series of Preferred Stock, vacancies and newly created directorships
resulting from any increase in the authorized number of directors,
death, resignation, retirement disqualification, removal from office or
any other cause, may be filled by a majority of the Board of Directors
then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office for a term
expiring at the next annual meeting of stockholders at which the term
of the class to which he or she has been elected expires and until his
or her successors are duly elected and shall qualify, unless sooner
displaced.


(e) Removal. A director may be removed only for cause, by the
holders of a majority of the outstanding shares of all classes of
capital stock of the Corporation entitled to vote in the election of
directors, considered for this purpose one class.


(f) Powers. In addition to the powers and authority herein or
by statute expressly conferred upon them, the directors are hereby
empowered to exercise all such powers and do all such acts and things
as may be exercised or done by the Corporation, subject to the
provisions of the DGCL, this Amended and Restated Certificate of
Incorporation, and the Corporation's Amended and Restated Bylaws;
provided, however, that no bylaws hereafter adopted shall invalidate
any prior act of the directors which would have been valid if such
bylaws had not been adopted.


SIXTH: Stockholder Action. From and subsequent to the effective date of
the initial public offering of the shares of Common Stock by the Corporation and
subject to the rights of the holders of any series of Preferred stock, any
action required or permitted to be taken by stockholders pursuant to this
Amended and Restated Certificate of Incorporation or under applicable law may be
effected only at a duly called annual or special meeting of the stockholders of
the Corporation and with a vote thereat, and may not be effected by consent in
writing. Except as otherwise required by law and subject to the rights of any
series of Preferred Stock, special meetings of the stockholders of the
Corporation may be called by the Chairman of the Board of Directors, the
President or the majority of the Board of Directors.


SEVENTH: Directors' Liability. No director shall be personally liable
to the Corporation or its stockholders for monetary damages for breach of a
fiduciary duty as a director; provided, however, that to the extent required by
the provisions of Section 102(b)(7) of the DGCL or any successor statute, or any
other laws of the State of Delaware, this provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,

(iii) under Section 174 of the DGCL, or (iv) for any transaction from which the
director derived an improper personal benefit. If the DGCL is amended after the
date of this Amended and Restated Certificate of Incorporation to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Corporation, in addition to the limitation on
personal liability provided in this Amended and Restated Certificate of
Incorporation, shall be limited to the fullest extent permitted by the amended
DGCL. Any repeal or modification of this Article Seventh shall be



4



prospective only, and shall not adversely affect any limitation on the personal
liability of a director or officer of the Corporation existing as of the time of
such repeal or modification.


EIGHTH: Indemnification. (a) Directors and Officers.


(i) The Corporation shall, to the maximum extent and
in the manner permitted by the DGCL as the same now exists or
may hereafter be amended, indemnify any person against
expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred in
connection with any threatened, pending or completed action,
suit, or proceeding in which such person was or is a party or
is threatened to be made a party by reason of the fact that
such person is or was a director or officer of the
Corporation. For purposes of this Article Eighth, a "director"
or "officer" of the Corporation shall mean any person (i) who
is or was a director or officer of the Corporation, (ii) who
is or was serving at the request of the Corporation as a
director or officer of another corporation, limited liability
company, partnership, joint venture, trust or other
enterprise, or (iii) who was a director or officer of a
corporation or limited liability company which was a
predecessor of the Corporation or of another enterprise at the
request of such predecessor.


(ii) The Corporation shall be required to indemnify a
director or officer in connection with an action, suit, or
proceeding (or part thereof) initiated by such director or
officer only if the initiation of such action, suit, or
proceeding (or part thereof) by the director or officer was
authorized by the Board of Directors.


(iii) To the extent that a present or former director
or officer of the Corporation has been successful on the
merits or otherwise in defense of any action, suit, or
proceeding referred to this Article Eighth, clause (a), or in
defense of any claim, issue or matter therein, such officer or
director shall be indemnified by the Corporation against
expenses (including attorney's fees) actually and reasonably
incurred by such officer or director.


(iv) The Corporation shall pay the expenses
(including attorney's fees) incurred by a director or officer
of the Corporation entitled to indemnification under this
Amended and Restated Certificate of Incorporation in defending
any action, suit or proceeding referred to in this Article
Eighth in advance of its final disposition; provided, however,
that payment of expenses incurred by a director or officer of
the Corporation in advance of the final disposition of such
action, suit or proceeding shall be made only upon receipt of
an undertaking by the director or officer to repay all amounts
advanced if it should ultimately be determined that the
director or officer is not entitled to be indemnified under
this Article Eighth or otherwise.


(v) The rights conferred on any person by this
Article Eighth shall not be exclusive of any other rights
which such person may have or hereafter acquire under any
statute, provision of the Corporation's Amended and Restated
Bylaws, agreement, vote of the stockholders or disinterested
directors or otherwise.



5



(vi) Any repeal or modification of the foregoing
provisions of this Article Eighth or any provision of the DGCL
shall not adversely affect any right or protection of this
Amended and Restated Certificate of Incorporation of any
person in respect of any act or omission occurring prior to
the time of such repeal or modification.


(b) Indemnification of Others. The Corporation shall have the
power, to the maximum extent and in the manner permitted by the DGCL as
the same now exists or may hereafter be amended, to indemnify any
person (other than directors and officers) against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred in connection with any threatened,
pending or completed action, suit, or proceeding, in which such person
was or is a party or is threatened to be made a party by reason of the
fact that such person is or was an employee or agent of the
Corporation. The Corporation's obligation, if any, to indemnify any
person who was or is serving at its request as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust, enterprise or non-profit entity shall be reduced by any amount
such person may collect as indemnification from such other corporation,
partnership, joint venture, trust, enterprise or non-profit enterprise.
For purposes of this Article Eighth, clause (b), an "employee" or
"agent" of the Corporation (other than a director or officer) shall
mean any person (i) who is or was an employee or agent of the
Corporation, (ii) who is or was serving at the request of the
Corporation as an employee or agent of another corporation, limited
liability company, partnership, joint venture, trust or other
enterprise, or (iii) who was an employee or agent of a corporation or
limited liability company which was a predecessor of the Corporation or
of another enterprise at the request of such predecessor.


(c) Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee, or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, limited liability company, partnership, joint
venture, trust or other enterprise against any liability asserted
against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such
liability under this Article Eighth.


NINTH: Amendments.


(a) Bylaws. The Board of Directors shall have the power to
adopt, amend, alter or repeal the Corporation's Amended and Restated
Bylaws. The affirmative vote of at least a majority of the entire Board
of Directors shall be required to adopt, amend, alter or repeal the
Corporation's Amended and Restated Bylaws. The Corporation's Amended
and Restated Bylaws also may be adopted, amended, altered or repealed
by the affirmative vote of the holders of at least a majority of the
voting power of the shares of Common Stock entitled to vote at an
election of directors; provided, however, that any proposed alteration,
amendment or repeal of, or the adoption of any bylaw inconsistent with,

Section 2.13 of Article II of the Corporation's Amended and Restated
Bylaws, Section 3.03 of Article III of the Corporation's Amended and
Restated Bylaws, or



6



Articles IX and XI of the Corporation's Amended and Restated Bylaws by
the stockholders shall require the affirmative vote of at least
seventy-five percent (75%) of the voting power of the shares of Common
Stock entitled to vote at an election of directors (which seventy-five
percent vote shall be required in addition to any other vote of the
stockholders that may be required by law, this Amended and Restated
Certificate of Incorporation or the Amended and Restated Bylaws in the
event that any of the bylaws are adopted, amended, altered or repealed
by the Corporation's stockholders); provided further that, in the event
the Board of Directors of the Corporation shall recommend to the
stockholders the adoption of any such amendment, modification or repeal
to any part or all of the provisions of Section 2.13 of Article II of
the Corporation's Amended and Restated Bylaws, Section 3.03 of Article
III of the Corporation's Amended and Restated Bylaws, or Articles IX
and XI of the Corporation's Amended and Restated Bylaws, the
stockholders of record holding a majority of the outstanding shares of
stock of the Corporation entitled to vote in elections of directors,
considered for the purposes of this Section Ninth as a single class,
may amend, modify or repeal any or all such provisions.


(b) Certificate of Incorporation. The Corporation reserves the
right to amend, alter, change or repeal any provision contained in this
Amended and Restated Certificate of Incorporation in the manner now or
hereafter prescribed in this Amended and Restated Certificate of
Incorporation, the Corporation's Amended and Restated Bylaws or the
DGCL, and all rights herein conferred upon stockholders are granted
subject to such reservation; provided, however, that, notwithstanding
any other provision of this Amended and Restated Certificate of
Incorporation (and in addition to any other vote that may be required
by law, stock exchange rules or this Amended and Restated Certificate
of Incorporation), the affirmative vote of the holders of at least
seventy-five percent (75%) of the voting power of the shares of Common
Stock entitled to vote at an election of directors shall be required to
amend, alter, change or repeal, or to adopt any provision as part of
this Amended and Restated Certificate of Incorporation inconsistent
with the purpose and intent of, Articles FIFTH, SIXTH, SEVENTH and
EIGHTH, of this Amended and Restated Certificate of Incorporation or
this Article NINTH; provided further that, in the event the Board of
Directors of the Corporation shall recommend to the stockholders the
adoption of any such amendment, modification or repeal to any part or
all of the provisions of Articles FIFTH, SIXTH, SEVENTH and EIGHTH, of
this Amended and Restated Certificate of Incorporation or this Article
NINTH, the stockholders of record holding a majority of the outstanding
shares of stock of the Corporation entitled to vote in elections of
directors, considered for the purposes of this Section Ninth as a
single class, may amend, modify or repeal any or all such provisions.



7



IN WITNESS WHEREOF, the undersigned has executed this Amended and
Restated Certificate of Incorporation as of the 2nd day of February, 2004.





/s/ Nathaniel F. Bradley IV




Nathaniel F. Bradley IV,
President and Chief Executive Officer



8



               
 
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EXHIBIT 10.24

 

����������������������������������������������������������������� EXECUTION COPY

 

������������������������������ GUARANTY AGREEMENT

 

�������� THIS GUARANTY AGREEMENT (this "Guaranty") is made as of the 30th day of

January, 2004, by ASSET ACCEPTANCE CAPITAL CORP., a Delaware corporation (the

"Guarantor") in favor of the Agent, for the benefit of the Agent and the Banks

(as such terms are defined below);

 

������������� ���������������������WITNESSETH:

 

����������������� WHEREAS, Asset Acceptance, LLC, a Delaware limited liability

company, Financial Credit, LLC, a Delaware limited liability company , CFC

Financial, LLC, a Delaware limited liability company, Consumer Credit LLC, a

Delaware limited liability company, and Med-Fi Acceptance, LLC, a Delaware

limited liability company (collectively, the "Borrowers" and, individually, a

"Borrower"), certain lenders identified therein (together with any other lenders

party thereto from time to time, collectively, the "Banks" and, individually, a

"Bank"), and Bank One, NA, a national banking association with its main office

in Chicago, Illinois, as Agent (in such capacity, the "Agent"), for the Banks

are parties to a certain Credit Agreement dated as of September 30, 2002, as

amended by the First Amendment to Credit Agreement, dated as of June 25, 2003,

and the Second Amendment to Credit Agreement, dated as of August 11, 2003 (as

same may be amended or modified from time to time, including any agreement

entered into in substitution therefor, the "Credit Agreement"), providing,

subject to the terms and conditions thereof, for extensions of credit to be made

by the Banks to the Borrowers;

 

�������� WHEREAS, the Borrowers, the Banks and the Agent have entered into a

certain Third Amendment to Credit Agreement dated as of even date herewith (the

"Third Amendment"), providing, subject to the terms and conditions thereof, for

certain amendments to the Credit Agreement desired by the Borrowers;

 

�������� WHEREAS, it is a condition precedent to the effectiveness of the Third

Amendment that the Guarantor execute and deliver this Guaranty whereby the

Guarantor shall guarantee the payment when due, subject to Section 9 hereof, of

all Guaranteed Obligations, as defined below;

 

�������� WHEREAS, in order to induce the Banks and the Agent to enter into the

Third Amendment, and extend credit to the Borrowers under the Credit Agreement

as amended by the Third Amendment, and to induce the Banks and their Affiliates

from time to time to enter into one or more Rate Management Transactions with

the Borrowers, and because the Guarantor has determined that executing this

Guaranty is in its interest and to its financial benefit, the Guarantor is

willing to guarantee the obligations of the Borrowers under the Credit

Agreement, any Note, any Rate Management Transaction, and the other Loan

Documents; and

 

�������� WHEREAS, each of the Borrowers is owned, in whole or in part, directly

or indirectly, by the Guarantor;

 

<PAGE>

 

�������� NOW, THEREFORE, in consideration of the premises and other good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:

 

�������� SECTION l.1. Selected Terms Used Herein.

 

�������� "Guaranteed Obligations" is defined in Section 3 below.

 

�������� "Obligations" means all indebtedness, obligations and liabilities of

the Borrowers, and each of them to the Banks or to any Bank or to the Agent

arising under the Credit Agreement, the Notes and the other Loan Documents,

whether now existing or hereafter arising, including without limitation unpaid

principal of and accrued interest on the Loans, all Obligations and all

Reimbursement Obligations each (as defined in the Credit Agreement), all fees

and all expenses, reimbursements, indemnities and other obligations.

 

�������� SECTION 1.2. Terms in Credit Agreement. Other capitalized terms used

herein but not defined herein shall have the meaning set forth in the Credit

Agreement.

 

�������� SECTION 2.1. Representations and Warranties. The Guarantor represents

and warrants (which representations and warranties shall be deemed to have been

renewed upon each date of a Borrowing or issuance of a Facility LC under the

Credit Agreement) that:

 

����������������� (a) It is a corporation duly and properly organized, validly

existing and in good standing under the laws of the State of Delaware and has

all requisite authority to conduct its business in each jurisdiction in which

its business is conducted.

 

����������������� (b) It has the power and authority and legal right to execute

and deliver this Guaranty and to perform its obligations hereunder. The

execution and delivery by it of this Guaranty and the performance of its

obligations hereunder have been duly authorized by proper corporate proceedings,

and this Guaranty constitutes a legal, valid and binding obligation of the

Guarantor enforceable against it in accordance with its terms, except as

enforceability may be limited by bankruptcy, insolvency or similar laws

affecting the enforcement of creditors' rights generally.

 

����������������� (c) Neither the execution and delivery by it of this Guaranty,

nor the consummation of the transactions herein contemplated, nor compliance

with the provisions hereof will violate (i) any law, rule, regulation, order,

writ, judgment, injunction, decree or award binding on it or any of its

subsidiaries or (ii) its articles or certificate of incorporation or bylaws or

(iii) the provisions of any indenture, instrument or agreement to which it or

any of its subsidiaries is a party or is subject, or by which it, or any of its

property or assets, is bound, or conflict with or constitute a default

thereunder, or result in, or require, the creation or imposition of any Lien in,

of or on any of the property or assets of the Guarantor or a subsidiary thereof

pursuant to the terms of any such indenture, instrument or agreement. No order,

consent, adjudication, approval, license, authorization, or validation of, or

filing, recording or registration with, or exemption by, or other action in

respect of any governmental or public body or

 

������������������������������������� -2-

<PAGE>

 

authority, or any subdivision thereof, which has not been obtained by it or any

of its subsidiaries, is required to be obtained by it or any of its subsidiaries

in connection with the execution and delivery of this Guaranty or the

performance by it of its obligations hereunder or the legality, validity,

binding effect or enforceability of this Guaranty.

 

�������� SECTION 2.2. Covenants. The Guarantor covenants that, so long as any

Bank has any Commitment outstanding under the Credit Agreement, any Facility LC

or Rate Management Transaction remains in effect or any of the Guaranteed

Obligations shall remain unpaid, that it will, and, if necessary, will enable

each of the Borrowers to, fully comply with those covenants and agreements set

forth in the Credit Agreement.

 

�������� SECTION 3. The Guaranty. Subject to Section 9 hereof, the Guarantor

hereby absolutely and unconditionally guarantees, as primary obligor and not as

surety, the full and punctual payment (whether at stated maturity, upon

acceleration or early termination or otherwise, and at all times thereafter) and

performance of the Obligations and the Rate Management Obligations, including

without limitation any such Obligations or Rate Management Obligations incurred

or accrued during the pendency of any bankruptcy, insolvency, receivership or

other similar proceeding, whether or not allowed or allowable in such proceeding

(collectively, subject to the provisions of Section 9 hereof, being referred to

collectively as the "Guaranteed Obligations"). Upon failure by any Borrower to

pay punctually any such amount, the Guarantor agrees that

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EXHIBIT 10.26


EXECUTION COPY


GUARANTY AGREEMENT


THIS GUARANTY AGREEMENT (this "Guaranty") is made as of the 30th day of January, 2004, by RBR HOLDING CORP., a Nevada corporation (the "Guarantor") in favor of the Agent, for the benefit of the Agent and the Banks (as such terms are defined below);


WITNESSETH:


WHEREAS, Asset Acceptance, LLC, a Delaware limited liability company, Financial Credit, LLC, a Delaware limited liability company , CFC Financial, LLC, a Delaware limited liability company, Consumer Credit LLC, a Delaware limited liability company, and Med-Fi Acceptance, LLC, a Delaware limited liability company (collectively, the "Borrowers" and, individually, a "Borrower"), certain lenders identified therein (together with any other lenders party thereto from time to time, collectively, the "Banks" and, individually, a "Bank"), and Bank One, NA, a national banking association with its main office in Chicago, Illinois, as agent (in such capacity, the "Agent"), for the Banks, are parties to a certain Credit Agreement dated as of September 30, 2002, as amended by the First Amendment to Credit Agreement, dated as of June 25, 2003, and the Second Amendment to Credit Agreement, dated as of August 11, 2003 (as same may be amended or modified from time to time, including any agreement entered into in substitution therefor, the "Credit Agreement"), providing, subject to the terms and conditions thereof, for extensions of credit to be made by the Banks to the Borrowers;


WHEREAS, the Borrowers, the Banks and the Agent have entered into a certain Third Amendment to Credit Agreement dated as of even date herewith (the "Third Amendment"), providing, subject to the terms and conditions thereof, for certain amendments to the Credit Agreement desired by the Borrowers;


WHEREAS, it is a condition precedent to the effectiveness of the Third Amendment that the Guarantor execute and deliver this Guaranty whereby the Guarantor shall guarantee the payment when due, subject to Section 9 hereof, of all Guaranteed Obligations, as defined below;


WHEREAS, in order to induce the Banks and the Agent to enter into the Third Amendment, and extend credit to the Borrowers under the Credit Agreement as amended by the Third Amendment, and to induce the Banks and their Affiliates from time to time to enter into one or more Rate Management Transactions with the Borrowers, and because the Guarantor has determined that executing this Guaranty is in its interest and to its financial benefit, the Guarantor is willing to guarantee the obligations of the Borrowers under the Credit Agreement, any Note, any Rate Management Transaction, and the other Loan Documents; and


WHEREAS, each of the Borrowers is owned, in whole or in part, directly or indirectly, by the Guarantor;

 


NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


SECTION l.1. Selected Terms Used Herein.


"Guaranteed Obligations" is defined in Section 3 below.


"Obligations" means all indebtedness, obligations and liabilities of the Borrowers, and each of them to the Banks or to any Bank or to the Agent arising under the Credit Agreement, the Notes and the other Loan Documents, whether now existing or hereafter arising, including without limitation unpaid principal of and accrued interest on the Loans, all Obligations and all Reimbursement Obligations each (as defined in the Credit Agreement), all fees and all expenses, reimbursements, indemnities and other obligations.


SECTION 1.2. Terms in Credit Agreement. Other capitalized terms used herein but not defined herein shall have the meaning set forth in the Credit Agreement.


SECTION 2.1. Representations and Warranties. The Guarantor represents and warrants (which representations and warranties shall be deemed to have been renewed upon each date of a Borrowing or issuance of a Facility LC under the Credit Agreement) that:


(a) It is a corporation duly and properly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted.


(b) It has the power and authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. The execution and delivery by it of this Guaranty and the performance of its obligations hereunder have been duly authorized by proper corporate proceedings, and this Guaranty constitutes a legal, valid and binding obligation of the Guarantor enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally.


(c) Neither the execution and delivery by it of this Guaranty, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on it or any of its subsidiaries or (ii) its articles or certificate of incorporation or bylaws or (iii) the provisions of any indenture, instrument or agreement to which it or any of its subsidiaries is a party or is subject, or by which it, or any of its property or assets, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on any of the property or assets of the Guarantor or a subsidiary thereof pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by it or any of its subsidiaries,


-2- 

is required to be obtained by it or any of its subsidiaries in connection with the execution and delivery of this Guaranty or the performance by it of its obligations hereunder or the legality, validity, binding effect or enforceability of this Guaranty.


SECTION 2.2. Covenants. The Guarantor covenants that, so long as any Bank has any Commitment outstanding under the Credit Agreement, any Facility LC or Rate Management Transaction remains in effect or any of the Guaranteed Obligations shall remain unpaid, that it will, and, if necessary, will enable each of the Borrowers to, fully comply with those covenants and agreements set forth in the Credit Agreement.


SECTION 3. The Guaranty. Subject to Section 9 hereof, the Guarantor hereby absolutely and unconditionally guarantees, as primary obligor and not as surety, the full and punctual payment (whether at stated maturity, upon acceleration or early termination or otherwise, and at all times thereafter) and performance of the Obliga ...
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View other agreements from Asset Acceptance Capital Corp. agreements 
Asset Acceptance Capital - Third Amendment To Credit Agreement, 01/30/04
Asset Acceptance Capital - Second Amendment To Employment Agreement, Rufus H. Reitzel, JR.
Asset Acceptance Capital - Second Amendment To Employment Agreement, Nathaniel F. Bradley IV
Asset Acceptance Capital - Second Amendment To Employment Agreement, Mark A. Redman
Asset Acceptance Capital - Second Amendment To Employment Agreement, Heather K. Reitzel
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Asset Acceptance Capital Corp.

(Exact name of registrant as specified in its charter)
               
   
(State or other jurisdiction of incorporation or organization)   Delaware[/b]   

(Primary Standard Industrial Classification Code Number)    7322     

(I.R.S. Employer Identification No.)  80-0076779  

6985 Miller Road

Warren, Michigan 48092
(586) 939-9600
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Nathaniel F. Bradley IV

President and Chief Executive Officer
6985 Miller Road
Warren, Michigan 48092
(586) 939-9600
(Name and address, including zip code, and telephone number,
including area code, of agent for service)


--------------------------------------------------------------------------------



Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243
Phone: (313) 568-6800
Fax: (313) 568-6832     Fred B. White III, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Phone: (212) 735-3000
Fax: (212) 735-2000 



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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
    If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), please check the following box.     o
    If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     x  333-109987

    If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o                               

    If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o                               

    If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.     o



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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.

Calculation of Registration Fee

                                                   
                      Proposed       
                      Maximum     Amount of 
Title of Each Class of     Aggregate     Registration 
Securities to Be Registered     Offering Price (1)     Fee 

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Common Stock, $0.01 par value per share     $  5,750,000        $  760.20     

(1)     The Registrant previously registered shares of its common stock for a proposed maximum aggregate offering price of $115,000,000.00 (representing 7,666,667 shares of its common stock at the initial public offering price of $15.00) on a Registration Statement on Form S-1 (File No. 333-109987), as amended, for which a filing fee of $14,570.50 was paid. This Registration for a proposed maximum aggregate offering price of $5,750,000 represents an additional 383,333 shares of common stock at the initial public offering price of $15.00. 


EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), by Asset Acceptance Capital Corp. (the “Company”), pursuant to Rule 462(b) under the Act. This Registration Statement incorporates by reference the contents of the Registration Statement on Form S-1 (File No. 333-109987), as amended, which was declared effective on February 4, 2004.

CERTIFICATION

The Company hereby certifies to the Commission that it has instructed its bank to pay the Commission the filing fee of $760.20 for the additional securities being registered hereby as soon as practicable (but in any event no later than the close of business on February 5, 2004); that it will not revoke such instructions; and that it has sufficient funds in such account to cover the amount of such filing fee.



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EXHIBITS

      The following exhibits are filed as part of this Registration Statement:

               
Exhibit     
Number    Description 

--------------------------------------------------------------------------------
   
--------------------------------------------------------------------------------
 
   1.1***        Form of Underwriting Agreement 
   2.1**        Asset Contribution and Securities Purchase Agreement among Asset Acceptance Holdings LLC, AAC Holding Corp., Consumer Credit Corp., their respective shareholders and AAC Investors, Inc. dated September 30, 2002 
   2.2*        Share Exchange Agreement dated October 24, 2003, among Asset Acceptance Capital Corp., AAC Investors, Inc., RBR Holding Corp. and the other parties thereto 
   3.1**        Certificate of Incorporation of Asset Acceptance Capital Corp. 
   3.2**        Bylaws of Asset Acceptance Capital Corp. 
   3.3***        Form of Amended and Restated Certificate of Incorporation of Asset Acceptance Capital Corp. 
   3.4***        Form of Amended and Restated Bylaws of Asset Acceptance Capital Corp. 
   4.1***        Form of Common Stock Certificate 
   5.1        Opinion of Dykema Gossett PLLC 
   10.1**        Credit Agreement dated September 30, 2002, between Asset Acceptance, LLC, Financial Credit, LLC, CFC Financial, LLC, Consumer Credit, LLC, Bank One, N.A., Standard Federal Bank, N.A., National City Bank of Michigan/ Illinois, Fifth Third Bank, Eastern Michigan, Comerica Bank and Bank One, N.A., as Agent, as amended 
   10.2**        CC Option Agreement dated September 30, 2002 between Asset Acceptance Holdings LLC and Rufus H. Reitzel, Jr. 
   10.3***        Form of Amended and Restated Registration Rights Agreement among Asset Acceptance Capital Corp. and its stockholders 
   10.4**        Asset Acceptance Holdings LLC Year 2002 Share Appreciation Rights Plan effective as of September 30, 2002 
   10.5*        Form of Share Appreciation Rights Agreement used in connection with grants under the Asset Acceptance Holdings LLC Year 2002 Share Appreciation Rights Plan 
   10.6***        Form of 2004 Stock Incentive Plan 
   10.7*        Net Lease dated June 21, 1999 between Penobscot Land Company and Asset Acceptance Corp. for the property located at 6985 Miller Road, Warren, Michigan 
   10.8*        Lease dated June 21, 1999 between Warren Troy Investments and Asset Acceptance Corporation for the property located at 7027 Miller Road, Warren, Michigan 



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Exhibit     
Number    Description 

--------------------------------------------------------------------------------
   
--------------------------------------------------------------------------------
 
   10.9*        Industrial Lease Agreement dated September 14, 2000 between Dukes-Weeks Realty Limited Partnership and Asset Acceptance Corp. for the property located at 563 Lake Kathy Drive, Brandon, Florida, as amended 
   10.10*        Lease dated November 17, 2000 between Brooklyn Heights Business Park Limited and Asset Acceptance Corp. for the property located at 600 Safeguard Plaza, Brooklyn Heights, Ohio, as amended 
   10.11*        Lease dated January 16, 2002 between Technical Properties, L.L.C. and Asset Acceptance Corp. for the property located at 7177 Miller Road, Warren, Michigan 
   10.12*        Industrial Gross Lease Agreement dated June 28, 2000 between Nottingham Village, Inc. and Asset Acceptance Corp, as successor to Alegis Group, L.P. and Sherman Financial Group, LLC, for the property located at 9940 Franklin Square Drive, Baltimore, Maryland, as amended 
   10.13*        Lease dated February 15, 2002 between Alpha Drive Development Associates, L.L.C. and Asset Acceptance Corp. for the property located at 48325 Alpha Drive, Wixom, Michigan 
   10.14*        Lease Agreement dated April 25, 2003 between Northpoint Atrium Limited Partnership and Asset Acceptance, LLC for the property located at 10500 Heritage Street, San Antonio, Texas 
   10.15*        Lease Agreement dated July 25, 2003 between Orsett/ Piedmont Limited Liability Company and Asset Acceptance, LLC for the property located at 9801 South 51st Street, Phoenix, Arizona 
   10.16***        Business Lease dated August 25, 2003 between First Industrial Development Services, Inc. and Asset Acceptance, LLC for the property located in Hilsborough County, Florida, as amended by First Amendment to Lease dated December 29, 2003 
   10.17*        Lease Agreement dated October 31, 2003 by and between Van Dyke Office LLC and Asset Acceptance, LLC for the property located at 28405 Van Dyke Avenue, Warren, Michigan 
   10.18***        Employment Agreement dated September 30, 2002, between Rufus H. Reitzel, Jr. and Asset Acceptance Holdings LLC and the form of Amendment No. 1 thereto 
   10.19***        Employment Agreement dated September 30, 2002, between Nathaniel F. Bradley IV and Asset Acceptance Holdings LLC and the form of Amendment No. 1 thereto 
   10.20***        Employment Agreement dated September 30, 2002, between Mark A. Redman and Asset Acceptance Holdings LLC and the form of Amendment No. 1 thereto 
   10.21***        Employment Agreement dated September 30, 2002, between Heather K. Reitzel and Asset Acceptance Holdings LLC and the form of Amendment No. 1 thereto 
   10.22*        Agreement between Ontario Systems Corporation and Lee Acceptance Corp. dated June 26, 1992, as amended 
   21.1*        Subsidiaries of Asset Acceptance Capital Corp. 
   23.1        Consent of Ernst & Young LLP 
   23.2        Consent of Dykema Gossett PLLC (included as Exhibit 5.1) 
   24.1**        Power of attorney 


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   *   Previously filed as an exhibit to Amendment No. 1 to Registration Statement on Form S-1 (Registration No. 333-109987), filed with the SEC on December 24, 2003. 


   
   **   Previously filed as an exhibit to Registration Statement on Form S-1 (Registration No. 333-109987), filed with the SEC on October 24, 2003. 


 
***   Previously filed as an exhibit to Amendment No. 2 to Registration Statement on Form S-1 (Registration No. 333-109987), filed with the SEC on January 20, 2004. 




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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warren, State of Michigan on February 5, 2004.

 
   ASSET ACCEPTANCE CAPITAL CORP. 


   
   By:   /s/ NATHANIEL F. BRADLEY IV 
 
   
--------------------------------------------------------------------------------
 
   Nathaniel F. Bradley IV, 
   President and Chief Executive Officer 


      Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on February 5, 2004.

               
    Title 
   
--------------------------------------------------------------------------------
 
   
/s/ NATHANIEL F. BRADLEY IV

--------------------------------------------------------------------------------
Nathaniel F. Bradley IV     President, Chief Executive Officer and Director
(principal executive officer) 
   
/s/ MARK A. REDMAN

--------------------------------------------------------------------------------
Mark A. Redman     Vice President-Finance and Chief Financial Officer (principal financial officer and principal accounting officer) 
   
*

--------------------------------------------------------------------------------
Terrence D. Daniels     Director 
   
*

--------------------------------------------------------------------------------
Anthony R. Ignaczak     Director 
   
  *

--------------------------------------------------------------------------------
Rufus H. Reitzel, Jr.     Director 
   
*By:     /s/ NATHANIEL F. BRADLEY IV

--------------------------------------------------------------------------------
Nathaniel F. Bradley IV
Attorney-in-fact       



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Exhibit Index

               
Exhibit     
Number    Description 

--------------------------------------------------------------------------------
   
--------------------------------------------------------------------------------
 
   1.1***        Form of Underwriting Agreement 
   2.1**        Asset Contribution and Securities Purchase Agreement among Asset Acceptance Holdings LLC, AAC Holding Corp., Consumer Credit Corp., their respective shareholders and AAC Investors, Inc. dated September 30, 2002 
   2.2*        Share Exchange Agreement dated October 24, 2003, among Asset Acceptance Capital Corp., AAC Investors, Inc., RBR Holding Corp. and the other parties thereto 
   3.1**        Certificate of Incorporation of Asset Acceptance Capital Corp. 
   3.2**        Bylaws of Asset Acceptance Capital Corp. 
   3.3***        Form of Amended and Restated Certificate of Incorporation of Asset Acceptance Capital Corp. 
   3.4***        Form of Amended and Restated Bylaws of Asset Acceptance Capital Corp. 
   4.1***        Form of Common Stock Certificate 
   5.1        Opinion of Dykema Gossett PLLC 
   10.1**        Credit Agreement dated September 30, 2002, between Asset Acceptance, LLC, Financial Credit, LLC, CFC Financial, LLC, Consumer Credit, LLC, Bank One, N.A., Standard Federal Bank, N.A., National City Bank of Michigan/ Illinois, Fifth Third Bank, Eastern Michigan, Comerica Bank and Bank One, N.A., as Agent, as amended 
   10.2**        CC Option Agreement dated September 30, 2002 between Asset Acceptance Holdings LLC and Rufus H. Reitzel, Jr. 
   10.3***        Form of Amended and Restated Registration Rights Agreement among Asset Acceptance Capital Corp. and its stockholders 
   10.4**        Asset Acceptance Holdings LLC Year 2002 Share Appreciation Rights Plan effective as of September 30, 2002 
   10.5*        Form of Share Appreciation Rights Agreement used in connection with grants under the Asset Acceptance Holdings LLC Year 2002 Share Appreciation Rights Plan 
   10.6***        Form of 2004 Stock Incentive Plan 
   10.7*        Net Lease dated June 21, 1999 between Penobscot Land Company and Asset Acceptance Corp. for the property located at 6985 Miller Road, Warren, Michigan 
   10.8*        Lease dated June 21, 1999 between Warren Troy Investments and Asset Acceptance Corporation for the property located at 7027 Miller Road, Warren, Michigan 
   10.9*        Industrial Lease Agreement dated September 14, 2000 between Dukes-Weeks Realty Limited Partnership and Asset Acceptance Corp. for the property located at 563 Lake Kathy Drive, Brandon, Florida, as amended 
   10.10*        Lease dated November 17, 2000 between Brooklyn Heights Business Park Limited and Asset Acceptance Corp. for the property located at 600 Safeguard Plaza, Brooklyn Heights, Ohio, as amended 
   10.11*        Lease dated January 16, 2002 between Technical Properties, L.L.C. and Asset Acceptance Corp. for the property located at 7177 Miller Road, Warren, Michigan 
   10.12*        Industrial Gross Lease Agreement dated June 28, 2000 between Nottingham Village, Inc. and Asset Acceptance Corp, as successor to Alegis Group, L.P. and Sherman Financial Group, LLC, for the property located at 9940 Franklin Square Drive, Baltimore, Maryland, as amended 
   10.13*        Lease dated February 15, 2002 between Alpha Drive Development Associates, L.L.C. and Asset Acceptance Corp. for the property located at 48325 Alpha Drive, Wixom, Michigan 
   10.14*        Lease Agreement dated April 25, 2003 between Northpoint Atrium Limited Partnership and Asset Acceptance, LLC for the property located at 10500 Heritage Street, San Antonio, Texas 



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Exhibit     
Number    Description 

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   10.15*        Lease Agreement dated July 25, 2003 between Orsett/ Piedmont Limited Liability Company and Asset Acceptance, LLC for the property located at 9801 South 51st Street, Phoenix, Arizona 
   10.16**  *     Business Lease dated August 25, 2003 between First Industrial Development Services, Inc. and Asset Acceptance, LLC for the property located in Hilsborough County, Florida, as amended by First Amendment to Lease dated December 29, 2003 
   10.17*        Lease Agreement dated October 31, 2003 by and between Van Dyke Office LLC and Asset Acceptance, LLC for the property located at 28405 Van Dyke Avenue, Warren, Michigan 
   10.18**  *     Employment Agreement dated September 30, 2002, between Rufus H. Reitzel, Jr. and Asset Acceptance Holdings LLC and the form of Amendment No. 1 thereto 
   10.19**  *     Employment Agreement dated September 30, 2002, between Nathaniel F. Bradley IV and Asset Acceptance Holdings LLC and the form of Amendment No. 1 thereto 
   10.20**  *     Employment Agreement dated September 30, 2002, between Mark A. Redman and Asset Acceptance Holdings LLC and the form of Amendment No. 1 thereto 
   10.21**  *     Employment Agreement dated September 30, 2002, between Heather K. Reitzel and Asset Acceptance Holdings LLC and the form of Amendment No. 1 thereto 
   10.22*        Agreement between Ontario Systems Corporation and Lee Acceptance Corp. dated June 26, 1992, as amended 
   21.1*        Subsidiaries of Asset Acceptance Capital Corp. 
   23.1        Consent of Ernst & Young LLP 
   23.2        Consent of Dykema Gossett PLLC (included as Exhibit 5.1) 
   24.1**        Power of attorney 


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   *   Previously filed as an exhibit to Amendment No. 1 to Registration Statement on Form S-1 (Registration No. 333-109987), filed with the SEC on December 24, 2003. 


   
   **   Previously filed as an exhibit to Registration Statement on Form S-1 (Registration No. 333-109987), filed with the SEC on October 24, 2003. 


 
***   Previously filed as an exhibit to Amendment No. 2 to Registration Statement on Form S-1 (Registration No. 333-109987), filed with the SEC on January 20, 2004. 



 

EXHIBIT 5.1

February 5, 2004

Asset Acceptance Capital Corp.
6985 Miller Road
Warren, Michigan 48092

     Re:    Registration Statement on Form S-1 (Rule 462(b)) for Asset Acceptance Capital Corp.

Ladies and Gentlemen:

     We have acted as counsel for Asset Acceptance Capital Corp., a Delaware corporation (the “Company”), in connection with the preparation of the Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”) for the registration of shares of Common Stock, $0.01 par value, of the Company for a proposed maximum aggregate offering price of $5,750,000 (the “Rule 462(b) Registration Statement”). The shares registered under the Rule 462(b) Registration Statement (the “Shares”) are to be purchased by certain underwriters together with the shares registered pursuant to a Registration Statement on Form S-1, as amended (File No. 333-109987), of the Company that was declared effective on February 4, 2004 (the “Related Registration Statement”).

     In our capacity as your counsel, we have examined the proceedings proposed to be taken in connection with this sale and issuance of the Shares and we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions set forth herein.

     Based upon the foregoing, we are of the opinion that:

     1. The Company has been duly incorporated and is in good standing under the laws of the state of Delaware.

     2. The Shares when issued and sold in the manner referred to in the Related Registration Statement will be legally and validly issued, fully paid and nonassessable.

 



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     We hereby consent to the inclusion of this opinion as Exhibit 5.1 of the Rule 462(b) Registration Statement and to the reference to our firm under the heading “Legal Matters” in the Prospectus constituting a part of the Related Registration Statement and incorporated by reference in the Rule 462(b) Registration Statement. In giving this consent, we do not concede that we are experts within the meaning of the Securities Act or the rules or regulations thereunder or that this consent is required by Section 7 of the Securities Act.

Very truly yours,

DYKEMA GOSSETT PLLC

 

/s/ DYKEMA GOSSETT PLLC

 


 

Exhibit 23.1

Consent of Independent Auditors

     We consent to incorporation by reference in the Registration Statement on Form S-1 to be filed on February 5, 2004 for the registration of shares of Asset Acceptance Capital Corp. common stock of our report dated September 19, 2003 related to the financial statements of AAC Investors (the Successor Company) and Asset Acceptance Holdings LLC (the Predecessor Company) included in the Registration Statement on Form S-1 (333-109987) previously filed with the Securities and Exchange Commission and the related prospectus of Asset Acceptance Capital Corp.

/s/ Ernst & Young LLP                             

Detroit, Michigan
February 5, 2004

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http://www.sec.gov/about/forms/forms-1.pdf


UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
Washington, D.C. 20549 OMB Number: 3235-0065 Expires: April 30, 2009 Estimated average burden
FORM S-1 hours per response .....1,176.00
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)
(I.R.S. Employer Identification Number)
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
(Name, address, including zip code, and telephone number, including area code, of agent for service)
(Approximate date of commencement of proposed sale to the public)


...

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http://sec.edgar-online.com/2003/10/24/0000950124-03-003334/Section31.asp

BYLAWS
OF
ASSET ACCEPTANCE CAPITAL CORP.


OCTOBER 20, 2003

TABLE OF CONTENTS




ARTICLE I.          OFFICES.......................................................................................1


Section 1.01.  Registered Office...............................................................................1
Section 1.02.  Other Offices...................................................................................1


ARTICLE II.         MEETINGS OF STOCKHOLDERS......................................................................1


Section 2.01.  Place of Meetings...............................................................................1
Section 2.02.  Annual Meetings.................................................................................1
Section 2.03.  Special Meetings................................................................................2
Section 2.04.  Notice of Meetings..............................................................................2
Section 2.05.  List of Stockholders............................................................................2
Section 2.06.  Quorum..........................................................................................2
Section 2.07.  Adjourned Meeting; Notice.......................................................................3
Section 2.08.  Voting..........................................................................................3
Section 2.09.  Record Date for Stockholder Notice..............................................................3
Section 2.10.  Proxies.........................................................................................4
Section 2.11.  Conduct of Meeting..............................................................................4
Section 2.12.  Inspectors and Judges...........................................................................4
Section 2.13.  Stockholder Proposals...........................................................................4
Section 2.14.  Action Without a Meeting........................................................................5


ARTICLE III.        DIRECTORS.....................................................................................6


Section 3.01.  Powers and Duties...............................................................................6
Section 3.02.  Number of Directors; Election...................................................................6
Section 3.03.  Vacancies.......................................................................................6
Section 3.04.  Removal.........................................................................................7
Section 3.05.  Place of Meetings...............................................................................7
Section 3.06.  Annual Meetings.................................................................................7
Section 3.07.  Regular Meetings................................................................................7
Section 3.08.  Special Meetings................................................................................7
Section 3.09.  Notice of Meetings..............................................................................7
Section 3.10.  Quorum and Voting...............................................................................7
Section 3.11.  Compensation....................................................................................8
Section 3.12.  Action Without a Meeting........................................................................8
Section 3.13.  Telephone Participation.........................................................................8
Section 3.14.  Committees of the Board.........................................................................8


ARTICLE IV.         WAIVER OF NOTICES.............................................................................9


Section 4.01.  Waiver..........................................................................................9


ARTICLE V.          OFFICERS......................................................................................9


Section 5.01.  Executive Officers..............................................................................9
Section 5.02.  Other Officers..................................................................................9



i



Section 5.03.  Authorities and Duties..........................................................................9
Section 5.04.  Tenure and Removal..............................................................................9
Section 5.05.  Vacancies.......................................................................................9
Section 5.06.  Compensation....................................................................................9


ARTICLE VI.         DUTIES OF OFFICERS............................................................................9


Section 6.01.  Chairman of the Board...........................................................................9
Section 6.02.  Chief Executive Officer........................................................................10
Section 6.03.  President......................................................................................10
Section 6.04.  Chief Financial Officer........................................................................10
Section 6.05.  Vice President.................................................................................10
Section 6.06.  Secretary......................................................................................10
Section 6.07.  Treasurer......................................................................................11
Section 6.08.  Other Officers.................................................................................11


ARTICLE VII.        SHARES.......................................................................................11


Section 7.01.  Stock Certificates; Form and Signature.........................................................11
Section 7.02.  Registered Stockholders........................................................................11
Section 7.03.  Transfer of Stock..............................................................................12
Section 7.04.  Lost Certificates..............................................................................12
Section 7.05.  Dividends and Distributions....................................................................12
Section 7.06.  Record Date For Purposes Other than Notice and Voting..........................................12


ARTICLE VIII.       RECORDS AND REPORTS..........................................................................13


Section 8.01.  Maintenance of Books and Records...............................................................13


ARTICLE IX.         INDEMNIFICATION OF DIRECTORS, OFFICERS AND
OTHER PERSONS................................................................................13


Section 9.01.  Indemnification of Directors and Officers......................................................13
Section 9.02.  Indemnification of Others......................................................................14
Section 9.03.  Insurance......................................................................................14


ARTICLE X.          MISCELLANEOUS................................................................................14


Section 10.01.  Seal..........................................................................................14
Section 10.02.  Fiscal Year...................................................................................15
Section 10.03.  Checks........................................................................................15
Section 10.04.  General and Special Bank Accounts.............................................................15
Section 10.05.  Contracts and Conveyances.....................................................................15


ARTICLE XI.         ADOPTION AND AMENDMENTS......................................................................15


Section 11.01.  Power to Amend................................................................................15