Exhibit 10.1


 


EXECUTION
VERSION


 


SECOND
AMENDMENT


TO


CREDIT
AGREEMENT


 


This SECOND AMENDMENT (this “Second Amendment”) to the Credit
Agreement (as defined below), dated as of March 25, 2009 (the “Second Amendment Effective Date”) is
entered into by and among NCO GROUP, INC. (the “Parent
Borrower”), NCO FINANCIAL SYSTEMS, INC. (the “Subsidiary Borrower” and, together
with the Parent Borrower, collectively, the “Borrower”),
certain Guarantors under the Credit Agreement (as defined below) (the “Guarantors”), CITIZENS BANK OF
PENNSYLVANIA (“Citizens”), as Administrative
Agent, Citizens Bank of Pennsylvania as sole Issuing Bank and the Required
Lenders pursuant to the Credit Agreement.


 


The “Credit Agreement”
is that certain Credit Agreement dated as of November 15, 2006, among
Collect Acquisition Corp., the Initial Subsidiary Borrower, Collect Holdings, Inc.
(now known as NCO Group, Inc.), a Delaware corporation, the Subsidiary
Guarantors party thereto, the Lenders party thereto, the Issuing Banks, the
Swing Line Bank, Morgan Stanley & Co. Incorporated (“MS&Co”), as collateral agent for
the Secured Parties and Morgan Stanley Senior Funding, Inc. (“MSSF’) as administrative agent for
the Lender Parties, as amended pursuant to the First Amendment to Credit
Agreement dated as of February 8, 2008 pursuant to which certain
provisions of the Credit Agreement were amended and pursuant to which Citizens
replaced MS&Co and MSSF as collateral
agent and administrative agent (the “Existing
Credit Agreement”), and as such Credit Agreement as
it may be further amended, restated, supplemented or otherwise modified from
time to time.  All capitalized terms not otherwise defined
herein have the meanings set forth in the Credit Agreement giving effect to
this Second Amendment (the “As-Amended Credit
Agreement”).


 


A.   The Borrower has requested that the Existing
Credit Agreement be amended to, among other things, modify certain covenants
and interest rates, and provide for the availability of an incremental
revolving credit facility.


 


B.  The
Required Lenders and the Issuing Banks are willing to approve such amendments
on the terms and subject to the conditions of this Second Amendment.


 


Accordingly, in consideration of the mutual
agreements herein contained and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the parties hereto
agree as follows:


 


SECTION 1.  Amendment of the Credit Agreement.  The Credit Agreement is hereby
amended, effective as of the Second Amendment Effective Date, as follows:


 


1.  Section 1.01
of the Credit Agreement (Certain Defined Terms) is hereby amended by inserting
the following definitions in alphabetical order:


 


“Applicable Incremental Lenders”
means, as to any Incremental Facility, the Increasing Lenders under such
Incremental Facility in their capacity as such, together with the Assuming
Lenders for the applicable Incremental Facility.


 


“Incremental Commitment”
has the meaning specified in Section 2.17(a).


 


“Incremental Facility”
has the meaning specified in Section 2.17(a).


 


1

















 


“Initial Incremental Advance” means,
with respect to any Incremental Facility, the advance funded by the Applicable
Incremental Lenders on the applicable Increase Date pursuant to Section 2.17(d)(iii),
in the amount which, after giving effect to the funding of the Initial
Incremental Advance, will cause the percentage of such Initial Incremental
Advance relative to the aggregate amount of such Incremental Facility to equal
the percentage of the outstanding Revolving Credit Advances relative to the
aggregate Revolving Credit Commitments of the Lenders (including accrued unpaid
interest, and excluding the Initial Incremental Advances and Incremental
Commitments under the applicable Incremental Facility) as of such Increase
Date.


 


“Other Incremental Lender” means (i) any
Eligible Assignee, (ii) any commercial bank having total assets and net
worth each in excess of $100,000,000, and (iii) any finance company,
insurance company, or other institution or fund that is engaged in making,
purchasing, or otherwise investing in commercial loans in the ordinary course
of its business and having total assets and net worth each in excess of
$100,000,000.


 


 “Second Amendment” means that certain Second Amendment to
Credit Agreement dated March 25, 2009 among the Initial Borrower, the
Initial Subsidiary Borrower, the Guarantors, Citizens, and the Lenders party
thereto.


 


“Second Amendment Effective Date” has
the meaning specified in Section 3 of the Second Amendment.


 


2.  Section 1.01
of the Credit Agreement (Certain Defined Terms) is hereby amended as follows:


 


(i) The
definition of “Advance” is
hereby amended by deleting such definition in its entirety and replacing such
definition with the following:


 


“Advance” means a Term
B Advance, a Revolving Credit Advance (including without limitation any Advance
under an Incremental Facility), a Swing Line Advance or a Letter of Credit
Advance.


 


(ii) The
definition of “Applicable Margin”
is hereby amended by deleting such definition in its entirety and replacing
such definition with the following:


 


“Applicable Margin”
means (a) in respect of the Revolving Credit Facility, a percentage per
annum determined by reference to the Leverage Ratio as set forth below:


 

















 




	
  Leverage Ratio

  	
   

  	
  Base Rate Advances

  	
   

  	
  Eurodollar Rate

  Advances

  	
   

  
	
  Level I

  Less than 3.0:1

  	
   

  	
  2.25

  	
  %

  	
  3.25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level
  II

  3.0:1 or greater,

  but less than 4.0:1

  	
   

  	
  2.50

  	
  %

  	
  3.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level
  III

  4.0:1 or greater

  	
   

  	
  2.75

  	
  %

  	
  3.75

  	
  %

  






 


(b) in
respect of the Swing Line Facility, a percentage per annum determined by
reference to the Leverage Ratio as set forth above for Base Rate Advances; and


 


(c) in
respect of the Term B Facility, a percentage per annum determined by reference
to the Leverage Ratio as set forth below:


 




	
  Leverage Ratio

  	
   

  	
  Base Rate Advances

  	
   

  	
  Eurodollar Rate

  Advances

  	
   

  
	
  Level I

  Less than 3.5:1.0

  	
   

  	
  3.75

  	
  %

  	
  4.75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level II

  3.5:1.0 or greater

  	
   

  	
  4.00

  	
  %

  	
  5.00

  	
  %

  






 


The Applicable Margin for each Base Rate Advance shall be determined by
reference to the Leverage Ratio in effect from time to time and the Applicable
Margin for each Eurodollar Rate Advance shall be determined by reference to the
Leverage Ratio in effect on the first day of each Interest Period for such
Advance; provided, however,
that (A) no reduction in the Applicable Margin shall be effective until
three Business Days after the date on which the Administrative Agent receives
the financial statements required to be delivered pursuant to Section 5.03(b) or
(c), as the case may be, and a certificate of the Chief Financial Officer of
the Borrower demonstrating such Leverage Ratio and (B) the Applicable
Margin shall be at Level III (in the case of the Revolving Credit Facility and
the Swing Line Facility) and at Level II (in the case of the Term B Facility)
for so long as the Borrower has not submitted to the Administrative Agent the
information described in clause (A) of this proviso as and when required
under Section 5.03(b) or (c), as the case may be; provided, that no increase in the Applicable Margin (other
than on the Second Amendment Effective Date) shall be effective under this
clause (B) until 5 Business Days after the date on which the Borrower
receives written notice from the Administrative Agent providing the effective
date of such increase and the precise reason for such increase.


 


(iii) The definition of “Appropriate Lender” is hereby amended by deleting such
definition in its entirety and replacing such definition with the following:


 


“Appropriate Lender”
means, at any time, with respect to (a) any of the Term B Facility or the
Revolving Credit Facility (including without limitation any Incremental
Facility 


 

















 


already in effect as of such
time, after giving effect to the Initial Incremental Advance, if any, which has
been made with respect to such Incremental Facility), or any Incremental
Facility (with respect to the Initial Incremental Advance, if any made under
such Incremental Facility pursuant to Section 2.17(d)(iii)), a Lender that
has a Commitment with respect to such Facility at such time, (b) the
Letter of Credit Facility, (i) any Issuing Bank and (ii) if the other
Revolving Credit Lenders have made Letter of Credit Advances pursuant to Section 2.03(c) that
are outstanding at such time, each such other Revolving Credit Lender and (c) the
Swing Line Facility, (i) the Swing Line Bank and (ii) if the other
Revolving Credit Lenders have made Swing Line Advances pursuant to Section 2.02(b) that
are outstanding at such time, each such other Revolving Credit Lender.


 


(iv) The definition of “Base Rate” is hereby amended by deleting such definition
in its entirety and replacing such definition with the following:


 


“Base Rate” means a fluctuating
interest rate per annum in effect from time to time, which rate per annum shall
at all times be equal to the highest of:


 


(a)           the rate of interest published by The
Wall Street Journal from time to time, as the prime lending rate (in the event
that The Wall Street Journal shall, for any reason, fail or cease to publish
the prime lending rate, the Administrative Agent shall choose a reasonably
comparable index or source to use as the basis for the Base Rate);


 


(b)           1/2 of 1%
per annum above the Federal Funds Rate; and


 


(c)           the then-current Eurodollar Rate that
would be applicable to loans of a three-month term made at such time, plus
1.00% per annum.


 


(v) The definition of “Commitment” is hereby amended by deleting such
definition in its entirety and replacing such definition with the following:


 


“Commitment” means a Term B Commitment, a
Revolving Credit Commitment (including without limitation any Incremental
Commitments then in effect pursuant to an Incremental Facility), a Letter of
Credit Commitment.


 


(vi) The definition of “Eurodollar Rate” is hereby amended by deleting such
definition in its entirety and replacing such definition with the following:


 


“Eurodollar Rate” means, for any
Interest Period for all Eurodollar Rate Advances comprising part of the same
Borrowing, an interest rate per annum equal to the rate per annum obtained by
dividing (a) the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor
page) as the London interbank offered rate for deposits in U.S. dollars at
11:00 A.M. (London time) two Business Days before the first day of such
Interest Period for a period equal to such Interest Period (provided that (A) if
for any reason such rate is not available, the term “Eurodollar Rate” shall
mean, for any Interest Period for all Eurodollar Rate Advances comprising part
of the same Borrowing, the rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the
London interbank offered rate for deposits in Dollars at approximately 11:00 A.M.
(London time) two Business Days prior to the first day of such Interest Period
for a term comparable to such Interest Period; provided, however, if more than
one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be
the arithmetic mean of all such 


 

















 


rates,
and (B) if the rate otherwise determined pursuant to this clause (a),
whether pursuant to part (A) of this parenthetical or otherwise, is less
than 2.50% per annum, then for purposes of this Agreement and the Loan
Documents, such rate shall be deemed to be 2.50% per annum) by (b) a
percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for such
Interest Period.


 


(vii) The definition of “Disqualified Stock” is hereby amended by adding the
following clause after the word “payment” in clause (a) of such definition:
“(other than payments made in Equity Interests which are not otherwise
Disqualified Stock)”.


 


(viii) The definition of “Facility” is hereby amended by deleting such definition
in its entirety and replacing such definition with the following:


 


“Facility” means the
Term B Facility, the Revolving Credit Facility (including without limitation
any Incremental Facility after the satisfaction or waiver of the conditions and
actions prescribed in Section 2.17(d)), the Swing Line Facility, or the
Letter of Credit Facility.


 


(ix) The definition of
“Letter of Credit Commitment” is
hereby amended by the deletion of the final sentence thereof, and the
replacement of such sentence with the following:


 


The aggregate amount of the Letter of Credit Commitments as of the date
hereof is $30,000,000.


 


3.  Section 2.06(b)(ii) (Mandatory
Prepayments) is hereby
amended by deleting part (y) of the proviso to clause (B) thereof and
replacing it with the following:


 


(y) from
the issuance or sale of Equity Interests to any Person as long as such Net Cash
Proceeds are (I) designated (in a written notice to the Administrative
Agent) upon receipt thereof by any Loan Party for use to pay for (1) any
purchase, acquisition or other investment permitted under Section 5.02(f)(vi) and/or
(2) any prepayment, repurchase or redemption of the Senior Notes, the
Senior Subordinated Notes and/or Refinanced Notes (including, without
limitation, pursuant to open market purchases or secondary market purchases at
a discount) permitted pursuant to Section 5.02(j)(i)(D)(3), (II) maintained,
in a deposit account subject to an account control agreement, as collateral for
the Obligations and not used for any purpose other than those described in
clause (I) above, and (III) used for purposes described in clause (I) above
within twelve (12) months following the date of such issuance or sale, by any
Loan Party (and, if not so used within twelve (12) months, used to prepay Term
B Advances on the first anniversary of the receipt thereof by any Loan Party).


 


4.  Section 2.17 (Incremental
Facilities) is hereby deleted in its entirety and replaced with the
following:


 


Section 2.17. Incremental Facilities.  (a)  The Borrower may, from time to
time, by notice to the Administrative Agent, request an increase in the Revolving
Credit Facility (each such facility increase being an “Incremental Facility”),
pursuant to additional commitments (the “Incremental Commitments”),
in an aggregate principal amount for all such Incremental Facilities not to
exceed $50,000,000 for all Incremental Facilities, each of which is to be
effective as of a date that is at least 180 days prior to the Termination Date
then in effect in respect of the Revolving Credit Facility (such date for each
such Incremental Facility, the “Increase Date”), as specified in the related notice to 


 

















 


the Administrative Agent; provided, however,
that (i) in no event shall any Incremental Facility be in a principal
amount of less than $10,000,000 (or such lesser amount as shall be approved by
the Administrative Agent); (ii) the total Incremental Commitments at any
time shall not exceed 50% of the amount of payments of principal made on the
Term B Advances (including without limitation any prepayment of principal made on the Term B Advances with Net Cash Proceeds of an asset sale
permitted under Section 5.02(e)(xii)) from and including the date
of the Second Amendment until (and including) the Increase Date; (iii) there
shall be no more than four (4) Incremental Facilities (or such greater
number as shall be approved by the Administrative Agent); (iv) on the
Increase Date, the applicable conditions set forth in Sections 3.02(a)(i)(y) and
3.02(a)(ii), and in clause (d) of this Section 2.17, shall be
satisfied or waived by the Applicable Incremental Lenders holding a
majority-in-interest of the Incremental Commitments under the applicable
Incremental Facility; (v) as of the last day of the fiscal quarter of the
Borrower immediately preceding the Increase Date, after giving pro forma effect to any such Incremental
Facility and any borrowing made thereunder and other customary and appropriate pro forma adjustment events, including any
acquisitions or dispositions or repayment of Debt after the beginning of such
fiscal quarter but prior to or substantially contemporaneously with any
borrowing under the Revolving Credit Facility related to the Incremental
Facility becoming effective, the Borrower shall be in pro forma compliance with all financial
covenants set forth in Section 5.04; (vi) on the Increase Date, after
giving pro forma effect to any
such Incremental Facility, no Default or Event of Default shall have occurred
and be continuing; (vii) the interest rates applicable to any Incremental
Facility shall be determined by the Borrower and the Applicable Incremental
Lenders; provided that if the
Applicable Margin (or pricing grid thereunder) relating to any Incremental
Facility exceeds the Applicable Margin (or pricing grid thereunder) then
applicable to the Revolving Credit Advances (as previously adjusted, whether
pursuant to this clause or otherwise), the Applicable Margin and/or pricing
grid thereunder relating to the Revolving Credit Advances and prior Incremental
Facilities shall be adjusted to be equal to the Applicable Margin and pricing
grid thereunder relating to such Incremental Facility; (viii) each
Incremental Facility, after such Incremental Facility becomes effective, and
after completion of payments, reimbursements, advances, repayments, and other
actions, if any, to be made or taken under, Section 2.17(d) (including,
without limitation, the Initial Incremental Advance, if any, for such
Incremental Facility), shall become part of the Revolving Credit Facility, the
Applicable Incremental Lenders thereunder shall become and be Revolving Credit
Lenders, commitments thereunder shall be Revolving Credit Commitments, advances
thereunder (including without limitation the Initial Incremental Advance) shall
be Revolving Credit Advances (including for purposes of Section 2.06), and
the Revolving Credit Facility and all Incremental Facilities shall be treated
as a single Revolving Credit Facility, with any advances thereafter made under
or payments received in respect of the Revolving Credit Facility and
Incremental Facilities to be made and received based on the treatment of all
lenders under all Incremental Facilities as Revolving Credit Lenders, and with
terms of the Loan Documents relating to the Revolving Credit Facility to be
applied based on the treatment of the Incremental Facilities as part of the
Revolving Credit Facility (and each Base Rate Advance and Eurodollar Rate
Advance (including the applicable Initial Incremental Advance) then outstanding
shall be deemed to be reallocated as among the Revolving Credit Lenders
(including the Applicable Incremental Lenders) so that each Revolving Credit
Lender (including each Applicable Incremental Lender) shall hold a pro rata
fraction of each Base Rate Advance and Eurodollar Rate Advance (including the
applicable Initial Incremental Advance) then outstanding); (ix) the existing
Revolving Credit Lenders shall initially have the right, but not the
obligation, to commit to up to their Pro Rata Share (or, 


 

















 


if consented to by the
Borrower and the Administrative Agent to cover declines by other Lenders, more
than their Pro Rata Share) of each Incremental Facility ratably based on the
applicable Revolving Credit Commitments of the Revolving Credit Lenders (with
such Pro Rata Shares calculated and determined as of a time selected by the
Administrative Agent in connection with the syndication or arrangement of the
applicable Incremental Facility, prior to the implementation of such
Incremental Facility, and with such right to commit Pro Rata Shares to be
subject to limitations and modifications for purposes of convenience, rounding,
and minimum commitment amounts, by agreement of the Borrower and Administrative
Agent); and (x) notwithstanding any other provision of any Loan Document
(including, without limitation, Section 9.01), the Loan Documents may
be amended by the Administrative Agent and the Borrower, if necessary, to
provide for terms applicable to each Incremental Facility consistent with the
terms hereof.


 


(b)           The
Administrative Agent shall promptly notify the Lenders of a request by the
Borrower for an Incremental Facility, which notice shall include (i) the
proposed amount of such requested Incremental Facility, (ii) the proposed
Increase Date and (iii) the date by which the Revolving Credit Lenders
wishing to participate in the Incremental Facility must commit to an increase
in the amount of their respective Revolving Credit Commitments (the “Commitment Date”).  Each Revolving Credit Lender that is willing
to participate in the requested Incremental Facility (each an “Increasing Lender”)
shall, in its sole discretion, give written notice to the Administrative Agent
on or prior to the Commitment Date of the amount by which it is willing to
increase its applicable Revolving Credit Commitment.  If the Increasing Lenders notify the Administrative
Agent that they are willing to participate in an Incremental Facility by an
aggregate amount that exceeds the amount of the requested Incremental Facility,
the requested Incremental Facility shall be allocated among the Increasing
Lenders in such amounts as are agreed between the Borrower and the
Administrative Agent.


 


(c)           Promptly
following the applicable Commitment Date, the Administrative Agent shall notify
the Borrower as to the amount, if any, by which the Increasing Lenders are
willing to participate in the requested Incremental Facility.  If the aggregate amount by which the
Increasing Lenders are willing to participate in the requested Incremental
Facility on any such Commitment Date is less than the requested Incremental
Facility, then the Borrower may extend offers to one or more Other Incremental
Lenders to participate in any portion of the requested Incremental Facility
that has not been committed to by the Increasing Lenders as of the Commitment
Date.   Notwithstanding anything to the
contrary herein, if the aggregate amount by which the Increasing Lenders and/or
the applicable Other Incremental Lenders are willing to participate in the
requested Incremental Facility is less than the requested Incremental Facility,
then, at the option of the Borrower, the Revolving Credit Facility shall be
increased in accordance with Section 2.17(d) (and subject to the
minimum amounts and other limitations set forth in Section 2.17(a)) by
such aggregate amount by which the Increasing Lenders and/or the applicable
Other Incremental Lenders are willing to participate in the requested
Incremental Facility.


 


(d)           (i) On
the applicable Increase Date (effective after giving effect to the Initial
Incremental Advance, if any), each Other Incremental Lender that accepts an
offer to participate in a requested Incremental Facility in accordance with Section 2.17(c) (each,
an “Assuming Lender”) shall become a
Revolving Credit Lender party to this Agreement as of the applicable Increase
Date (with the amount of Revolving Credit Commitment committed by such Assuming
Lender in connection with such Incremental 


 

















 


Facility) and the Revolving
Credit Commitment of each Increasing Lender for such Incremental Facility shall
be so increased by the additional amount committed by such Increasing Lender in
connection with such Incremental Facility (or by the amount allocated to such
Lender pursuant to the last sentence of Section 2.17(b)) as of such
Increase Date; provided, however,
that


 


(A)  the Administrative Agent shall have
received on or before the Increase Date the following, each dated such date:


 


(I)            certified copies of resolutions of
the Board of Directors (or other analogous governing body) of the Borrower
approving the applicable Incremental Facility and the corresponding
modifications to this Agreement, if any, and an opinion of counsel for the
Borrower (which may be in-house counsel), addressing the due execution,
authorization, delivery and enforceability of any documents evidencing such
Incremental Facility and the absence of any violation of applicable law,
constitutive documents or agreements with respect to material indebtedness for
borrowed money in connection with such Incremental Facility, in a form
reasonably satisfactory to the Administrative Agent;


 


(II)           an assumption agreement from each
Assuming Lender, if any, in form and substance reasonably satisfactory to the
Borrower and the Administrative Agent pursuant to which such Assuming Lender
assumes its obligations under this Agreement and the other Loan Documents and
confirms the amount of its Commitment, duly executed by such Assuming Lender,
the Administrative Agent and the Borrower;


 


(III)         confirmation from each Increasing
Lender of the increase in the amount of its Commitment in a writing reasonably
satisfactory to the Borrower and the Administrative Agent; and


 


(IV)         a Notice of Borrowing (provided, that
the form set forth as Exhibit B to the Credit Agreement shall for such
purpose be modified to reflect that the advance being requested is an Initial
Incremental Advance pursuant to this clause), executed by the Borrower with
respect to the Initial Incremental Advance for such Incremental Facility, and
indicating the amount of the Initial Incremental Advance calculated pursuant to
the definition thereof.


 


 (B) the
Borrower, prior to the effectiveness of the applicable Incremental Facility,
shall have paid and/or reimbursed, as applicable, to the Administrative Agent,
to any arranger of the applicable Incremental Facility, and/or to the
Applicable Incremental Lenders (whether by direct payment to the Applicable
Incremental Lenders or by payment to the Administrative Agent for the account
of the Applicable Incremental Lenders), such fees, payments, and
reimbursements, if any, as may have been agreed by the Borrower, on the one
hand, and the Administrative Agent, the applicable arranger, and/or the
Applicable Incremental Lenders, on the other hand.


 


(ii)  On the applicable Increase Date, upon
fulfillment of the conditions set forth in clause (i) of this Section 2.17(d),
the Administrative Agent shall notify the Lenders (including, without
limitation, each Applicable Incremental Lender) and the Borrower, on or before
11:00 A.M. (New York City time), by telecopier, of the occurrence of the
applicable Incremental Facility to be effected on the related Increase Date and
shall 


 

















 


record in the Register the
relevant information with respect to each Increasing Lender and each Assuming
Lender on such date.


 


(iii) On the applicable Increase Date, after
fulfillment of the conditions set forth in clause (i) of this Section 2.17(d),
and in conjunction with the notice given pursuant to clause (ii) of this Section 2.17(d),
each of the Applicable Incremental Lenders shall fund its pro rata share (based
on the Incremental Commitment of each Applicable Incremental Lender with
respect to such Incremental Facility) of the Initial Incremental Advance for
such Incremental Facility.


 


5.  Section 5.02(e) is
hereby amended by deleting the word “and” at the end of subsection (x), adding
the word “and” at the end of subsection (xi) and adding the following
subsection (xii) to the end thereof:


 


(xii)          sales,
transfers or other dispositions of all the Equity Interests of, or all or
substantially all of the assets in respect of the business associated with The
North Shore Agency Inc. and/or NCO E-Pay; provided that all of the Net
Cash Proceeds of such dispositions shall promptly be used to prepay principal
amounts outstanding under the Term B Facility pursuant to Section 2.06(b)(ii)(A) without
giving effect to the proviso in clause (a) of the definition of “Net Cash
Proceeds”.


 


6.  Section 5.02(f) is hereby amended by deleting the word “and”
at the end of clause (xiii) thereof, replacing “.” with “;” after clause (xiv)
thereof, and adding the following as new clauses (xv) and (xvi):


 


(xv)         (A) Investments
in and purchases of Portfolio Management Assets made by Portfolio JVs or
Portfolio Management Subsidiaries to the extent that such Investments or
purchases are funded by Persons that are not Affiliates of the Loan Parties and
are either joint venturers or investors in or lenders to, such Portfolio JVs or
Portfolio Management Subsidiaries; (B) Investments in and purchases of
Portfolio Management Assets in an aggregate amount not to exceed, in the case
of this clause (B), (x) $105 million for Fiscal Year 2009, and (y) for
each Fiscal Year thereafter, the amount of cash collected or cash sales
proceeds received in respect of all Portfolio Management Assets (including,
without limitation, Portfolio Management Assets purchased or owned by a
Portfolio JV or Portfolio Management Subsidiary) in the prior Fiscal Year (net
of any portion of such cash collections or cash sales proceeds paid or to be
paid to third party investors and non-recourse lenders) multiplied by 75%;
and/or (C) Investments in and purchases of Portfolio Management Assets by
Portfolio JVs or Portfolio Management Subsidiaries during any Fiscal Year, if,
as of the end of the immediately preceding Fiscal Year, (x) the Leverage
Ratio measured at the end of such preceding Fiscal Year was less than 3.50:1,
and (y) the Leverage Ratio measured as of the end of the third fiscal
quarter of such preceding Fiscal Year was less than 3.50:1; and


 


(xvi) Investments expressly permitted under Section 5.02(j)(i)(D) (Prepayments,
Etc., of Debt).


 


7.  Part (A) of
clause (i) of Section 5.02(g) is hereby deleted in its entirety
and replaced with the following;


 


(A) declare
and pay dividends and distributions payable only in Equity Interests of the
Borrower which are not Disqualified Stock and


 

















 


8.  Section 5.02(j) is hereby amended by deleting part (D) of
clause (i) thereof, and replacing such part (D) with the following:


 


(D) so long as no Default or Event of Default
has occurred and is continuing, any prepayment, repurchase or redemption of the
Senior Notes, the Senior Subordinated Notes or Refinanced Notes (including,
without limitation, pursuant to open market purchases or secondary market
purchases at a discount) (1) for an aggregate price not to exceed the
Available Excess Cash Flow at the time of such prepayment, repurchase or
redemption, (2) with the proceeds of Refinanced Notes or (3) with Net
Cash Proceeds of Equity Interests (excluding Disqualified Stock) issued by the
Borrower, provided that such prepayment, repurchase or redemption occurs within
twelve (12) months following the date that such Net Cash Proceeds of such
Equity Interests are received.


 


9.  The table in Section 5.02(o) is
amended by deleting the rows therein for Fiscal Years ending December 31,
2008 and thereafter, and replacing such rows with the following:


 


	
  Fiscal Year Ending:

  	
   

  	
  Amount:

  	
   

  
	
  December 31, 2008

  	
   

  	
  $

  	
  53,000,000

  	
   

  
	
  December 31, 2009

  	
   

  	
  $

  	
  58,000,000

  	
   

  
	
  December 31, 2010

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
  December 31, 2011

  	
   

  	
  $

  	
  63,500,000

  	
   

  
	
  December 31, 2012 and thereafter

  	
   

  	
  $

  	
  66,000,000.

  	
   

  



 


10.  Section 5.02(s) (Holding Company Status) is hereby
deleted in its entirety and replaced with the following:


 


(s)      [Intentionally Omitted]


 


11.  Section 5.03
(Reporting Covenants) is hereby amended by the addition of a new Section 5.03(n),
stating in its entirety as follows:


 


(n)           Reporting on Investments in
Portfolio Management Assets.


 


Together
with the schedules and Chief Financial Officer certificates delivered pursuant
to Section 5.03(b) (Annual Financials) for each Fiscal Year ending on
or after December 31, 2009, computations and reporting, in form and
substance reasonably acceptable to the Administrative Agent, regarding (i) unless
Section 5.02(f)(xv)(C) applies, the limitations on investments in and
purchases of Portfolio Management Assets set forth in Section 5.02(f)(xv)(B) and
(ii) whether the circumstances described in Section 5.02(f)(xv)(C) for
such Fiscal Year are satisfied and, if not satisfied, the calculation of the
limit under Section 5.02(f)(xv)(B) for the following Fiscal Year.


 


12.  Section 5.04(a) (Leverage
Ratio) is hereby amended by deleting from the table in such Section all
rows with respect to any Measurement Period ending on any date during 2009 or
thereafter and replacing such rows with the following:


 




















 


	
  Measurement
  Period Ending

  	
   

  	
  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March 31,
  2009

  	
   

  	
  5.50:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30,
  2009

  	
   

  	
  5.50:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30,
  2009

  	
   

  	
  5.50:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31,
  2009

  	
   

  	
  5.50:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March 31,
  2010

  	
   

  	
  5.25:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30,
  2010

  	
   

  	
  5.00:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30,
  2010

  	
   

  	
  5.00:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31,
  2010

  	
   

  	
  4.75:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March 31,
  2011

  	
   

  	
  4.75:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30,
  2011

  	
   

  	
  4.50:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30,
  2011

  	
   

  	
  4.50:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31,
  2011

  	
   

  	
  4.25:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March 31,
  2012

  	
   

  	
  4.25:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30,
  2012

  	
   

  	
  4.00:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30,
  2012

  	
   

  	
  4.00:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31,
  2012 and thereafter

  	
   

  	
  3.75:1

  	
   

  



 


13.  Section 5.04(b) (Interest
Coverage Ratio) is hereby amended by deleting from the table in such Section all
rows for Measurement Periods ending on any date during 2009 or thereafter, and
replacing them with the following:


 


	
  Measurement Period:

  	
   

  	
  Ratio

  	
   

  
	
  All
  Measurement Periods ending during 2009

  	
   

  	
  1.85:1

  	
   

  
	
  All
  Measurement Periods ending during 2010

  	
   

  	
  1.95:1

  	
   

  
	
  All
  Measurement Periods ending during 2011

  	
   

  	
  2.15:1

  	
   

  
	
  All
  Measurement Periods ending during 2012

  	
   

  	
  2.40:1

  	
   

  
	
  Thereafter

  	
   

  	
  2.60:1

  	
   

  



 


14.  All references in the As-Amended Credit Agreement to the “Parent” or
the “Initial Borrower” shall mean NCO Group, Inc. (f/k/a Collect Holdings, Inc.).


 

















 


SECTION 2.  Other Agreements.


 


1.  The increase in Applicable Margin pursuant to the amendment to the
definition thereof shall be effective immediately on the Second Amendment
Effective Date.


 


2.  The Equity Contribution shall be deemed to constitute a transaction
permitted under Section 5.02(t) of the As-Amended Credit Agreement.


 


SECTION 3.  Conditions to Effectiveness.  The Second Amendment Effective
Date shall be the date on which all of the following conditions precedent have
been satisfied or have been waived or deferred by Citizens as Administrative
Agent (except that item (1) below may not be waived or deferred) (the “Second Amendment Effective Date”):


 


1.  Citizens shall have received this Second Amendment, executed and
delivered by a duly authorized officer of each of the Loan Parties and shall
have received written consents to this Second Amendment executed  by the Required Lenders and the Issuing Banks
increasing their respective Letter of Credit Commitments hereby.


 


2.  The Borrower shall have paid the Approving Lenders, Citizens, and
Greenwich Capital Markets, Inc. d/b/a RBS Greenwich Capital  (“RBSGC”),
as applicable, the fees, costs and expenses referenced in Section 6 of
this Second Amendment which are due and owing as of, or earned and payable in
connection with, the effectiveness of the Second Amendment.


 


3.
 Immediately after giving effect to this Second Amendment, no Default or
Event of Default shall have occurred and be continuing.


 


4.  The Parent Borrower shall have received from One Equity Partners II,
L.P. and other current equity holders of the Parent Borrower in the aggregate
no less than $40 million in cash consideration for the issuance of preferred
equity on terms, and pursuant to documentation, reasonably satisfactory to
Citizens as Administrative Agent and in any case on terms that do not constitute
Disqualified Stock (the “Equity
Contribution”).  $25
million of the proceeds of the Equity Contribution (net of fees and expenses
incurred with respect to this Second Amendment and paid on the Second Amendment
Effective Date) will be used to pay amounts owed under the Revolving Credit
Facility (without a corresponding commitment reduction) and $15 million of the
Net Cash Proceeds of the Equity Contribution will be used to prepay Term B
Advances (and, for the avoidance of doubt, the amount of Net Cash Proceeds of
the Equity Contribution so used to prepay Term B Advances shall be included in
the calculation of payments of principal made on the Term B Advances from and
including the date of the Second Amendment until (and including) the applicable
Increase Date as described in Section 2.17(a)(ii) of the As-Amended
Credit Agreement).


 


SECTION 4.   Representations and Warranties.  To
induce the other parties hereto to enter into this Second Amendment, each of
the Loan Parties represents and warrants to each of the Lenders and the
Administrative Agent that, as of the Second Amendment Effective Date:


 


1.  This Second Amendment has been duly authorized, executed and delivered
by the Loan Parties and this Second Amendment constitutes each of the Loan
Parties’ legal, valid and binding obligation, enforceable against it in
accordance with its terms except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors’ rights generally and by general principles of equity
(regardless of whether such enforceability is considered in a proceeding at law
or in equity).


 

















 


2.  The representations and warranties of the Loan Parties set forth in
each Loan Document are, after giving effect to this Second Amendment, true and
correct in all material respects on and as of the Second Amendment Effective
Date, or, with respect to representations and warranties that are specifically
made as of an earlier date, as of such date.


 


3.  No Default or Event of Default has occurred and is continuing or will
be caused by the Second Amendment.


 


SECTION 5.  Effect of Amendment.  Except as expressly set forth herein, this
Second Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of or otherwise affect the rights and remedies of the
Lenders, the Administrative Agent or the Collateral Agent under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other provision of the
Credit Agreement or of any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect (in each
case as amended hereby).  Nothing herein
shall be deemed to entitle the Borrower to a further consent to, or a further
waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances.


 


Upon and after the Second Amendment Effective
Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof” or words of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to “the Credit Agreement”, “thereunder”,
“thereof” or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement as amended hereby.  This Second Amendment is a “Loan Document.”


 


Without limiting the generality of the
foregoing, the Collateral Documents and all of the Collateral described therein
do and shall continue to secure the payment and performance of all Obligations
under and as defined therein.


 


SECTION 6.  Fees, Costs and Expenses.  The Borrower agrees to pay to
the Administrative Agent and RBSGC such fees, and to reimburse the
Administrative Agent for its reasonable out of pocket expenses in connection
with this Second Amendment, including the reasonable fees, charges and
disbursements of outside counsel to Administrative Agent in connection with
this Second Amendment, as has been previously agreed between the Borrower and
the Administrative Agent and/or RBSGC.  The
Borrower agrees to pay to each Lender executing this Second Amendment (each
such lender, an “Approving
Lender”) a fee equal to such Approving Lender’s pro rata share
of an aggregate amount for all Approving Lenders equal to 0.25% of the sum of (i) the
full amount of Revolving Commitments held by all Approving Lenders plus (ii) the full amount of
outstanding Term B Advances held by all Approving Lenders.  Such payment will be made by the Borrower on
the Second Amendment Effective Date, to the Administrative Agent for the
account of the Approving Lenders.


 


SECTION 7.  Counterparts.  This Second Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.  Delivery of any
executed counterpart of a signature page of this Second Amendment by
facsimile transmission or electronic transmission shall be as effective as
delivery of a manually executed counterpart hereof.


 


SECTION 8.  Acknowledgement and Consent.  Each Guarantor and the
Borrower are referred to herein as a “Credit Support Party” and collectively as the “Credit
Support Parties”,
and the 


 

















 


Loan Documents to which they are a party are collectively referred to
herein as the “Credit Support Documents”.


 


Each Credit Support Party
hereby acknowledges that it has reviewed the terms and provisions of the
Existing Credit Agreement and this Second Amendment and consents to the
amendment of the Existing Credit Agreement effected pursuant to this Second
Amendment.  Each Credit Support Party
hereby confirms that each Credit Support Document to which it is a party or is
otherwise bound and all Collateral encumbered thereby will continue to guarantee
or secure, as the case may be, to the fullest extent possible in accordance
with the Credit Support Documents the payment and performance of all
“Obligations” under each of the Credit Support Documents to which is a party
(in each case as such terms are defined in the applicable Credit Support
Document).


 


Each Credit Support Party
acknowledges and agrees that any of the Credit Support Documents to which it is
a party or otherwise bound shall continue in full force and effect and that all
of its obligations thereunder shall be valid and enforceable and shall not be
impaired or limited by the execution or effectiveness of this Second Amendment.


 


Each Credit Support Party
acknowledges and agrees that (i) notwithstanding the conditions to
effectiveness set forth in this Second Amendment, the terms of the Existing
Credit Agreement and other Credit Support Documents do not require the consent
of any Credit Support Party (other than the Borrower) for the effectiveness of
the amendments to the Credit Agreement effected pursuant to this Second
Amendment and (ii) nothing in the Existing Credit Agreement, this Second
Amendment or any other Credit Support Document shall be deemed to require the
consent of such Credit Support Party to any future amendments to the As-Amended
Credit Agreement.


 


SECTION 9.  Applicable Law.  THIS SECOND AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 10.  Headings.  The headings of this Second Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.


 

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be
duly executed by their respective officers as of the day and year first above
written.


 




	
   

  	
   

  	
  Borrower:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCO
  GROUP INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, Finance,

  
	
   

  	
   

  	
   

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCO
  FINANCIAL SYSTEMS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Executive

  
	
   

  	
   

  	
   

  	
  Vice
  President, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
					






 


[Signature Page to Second Amendment]


 

















 




	
   

  	
   

  	
  Subsidiary Guarantors:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCO
  ACI Holdings, Inc.

  
	
   

  	
   

  	
  (f/k/a
  AssetCare, Inc.)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Executive

  
	
   

  	
   

  	
   

  	
  Vice
  President, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCO
  Customer Management, Inc.

  
	
   

  	
   

  	
  (f/k/a
  RMH Teleservices, Inc.)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCO
  Financial Systems, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Executive

  
	
   

  	
   

  	
   

  	
  Vice
  President, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCO
  Funding, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gail Ball

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCO
  Group International, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gail Ball

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCO
  Holdings, Inc.

  
	
   

  	
   

  	
  (f/k/a
  Management Adjustment Bureau Funding, Inc.)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gail Ball

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  
					






 
















 


	
   

  	
  NCO Portfolio
  Management, Inc.

  
	
   

  	
  (f/k/a NCPM Acquisition
  Corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gail Ball

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NCO Support Services, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NCO Teleservices, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Executive

  
	
   

  	
   

  	
   

  	
  Vice President, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NCOCRM Funding, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gail Ball

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NCOP I, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joshua Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NCOP II, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joshua Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  



 

















 


	
   

  	
  NCOP III, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joshua Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NCOP IV, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joshua Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NCOP V, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joshua Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NCOP VI, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joshua Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NCOP VII, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joshua Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NCOP VIII, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joshua Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NCOP IX, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joshua Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NCOP Capital Resource, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Executive

  
	
   

  	
   

  	
   

  	
  Vice President, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  



 

















 


	
   

  	
  NCOP Financing, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gail Ball

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NCOP Nevada Holdings, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joshua Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NCOP Services, Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joshua Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NCOP/Marlin, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joshua Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  RMH Teleservices Asia
  Pacific, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Asset Recovery &
  Management Corp.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  



 

















 


	
   

  	
  Coast to Coast Consulting,
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Credit Receivables
  Corporation I

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Greystone Business Group,
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Gulf State Credit, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Jennifer Loomis &
  Associates, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  North Shore Agency, Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  



 

















 


	
   

  	
  Old OSI LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OSI Collection Services, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OSI Education Services, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OSI Outsourcing Services, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OSI Outsourcing Services
  International, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OSI Portfolio Services, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OSI Recovery Solutions, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  



 

















 


	
   

  	
   

  	
  OSI SPE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OSI Support Services, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Outsourcing Solutions, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PAE Leasing, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Pacific Software
  Consulting, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Payco American
  International Corp.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  



 

















 


	
   

  	
  Perimeter Credit, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Portfolio Acquisitions, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Professional Recoveries Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Qualink, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Systems & Services
  Technologies, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Tempest Recovery Services, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
  Assistant Secretary

  



 

















 


	
   

  	
  Transworld Systems Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Union Settlement Administrator, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Union Settlement Administrator Holdco, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  University Accounting Service, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
  Title:

  	
  Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AC Financial Services, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Gail Ball

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ALW Financial, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Gail Ball

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Compass International Services Corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  John R. Schwab

  
	
   

  	
  Title:

  	
  Chief Financial Officer, Executive Vice

  
	
   

  	
   

  	
  President, Treasurer and Assistant Secretary

  



 

















 


	
   

  	
  Compass Teleservices, Inc.

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	 

	
   

  	
  Name:

  	
  John R. Schwab

  	 

	
   

  	
  Title:

  	
  Chief Financial Officer, Executive Vice

  	 

	
   

  	
   

  	
  President, Treasurer and Assistant Secretary

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  FCA Funding, Inc.

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	 

	
   

  	
  Name:

  	
  Gail Ball

  	 

	
   

  	
  Title:

  	
  Vice President and Treasurer

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  FCA Leasing, Inc.

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	 

	
   

  	
  Name:

  	
  John R. Schwab

  	 

	
   

  	
  Title:

  	
  Assistant Secretary

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  JDR Holdings, Inc.

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	 

	
   

  	
  Name:

  	
  John R. Schwab

  	 

	
   

  	
  Title:

  	
  Treasurer and Assistant Secretary

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  NCOP X, LLC

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Joshua Gindin

  	 

	
   

  	
  Title:

  	
  Secretary

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  AssetCare, Inc.

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	 

	
   

  	
  Name:

  	
  John R. Schwab

  	 

	
   

  	
  Title:

  	
  Chief Financial Officer and Treasurer

  	 




 

















 


	
   

  	
  Lenders:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  Acknowledged and Agreed:

  
	
   

  	
   

  
	
   

  	
  CITIZENS BANK OF PENNSYLVANIA,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


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