Form of Exchange 11.875% Senior Subordinated Notes due 2013



 Exhibit 4.21 
 [Face of Note] 
 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE
IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE,
(2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN. 







 CUSIP No.: 65338L AA7 
 ISIN No.: US65338LAA70 
 11.875% Senior Subordinated Notes due 2014 
  

				
	 No. ___
	  	$	____________

 NCO GROUP, INC. 
 promises to pay to CEDE & CO. or registered assigns, 
 the principal sum of
__________________________________________________________ DOLLARS on November 15, 2014. 
 Interest Payment Dates: May 15 and November 15,
commencing May 15, 2007 
 Additional provisions of this Note are set forth on the other side of this Note. 
 Record Dates: May 1 and November 1 
 Dated: ______ ___, 2007

  

			
	NCO GROUP, INC.
		
	By:	 	  
		 	 Name:
 Title:










 Dated: ______ __, 2007 
 This is one of the Notes referred to 
 in the within-mentioned Indenture: 
  

			
	THE BANK OF NEW YORK, as Trustee
		
	By:	 	  
		 	Authorized Signatory








 [Reverse of Note] 
 11.875% Senior Subordinated Notes due 2014 
 Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated. 
 (1) INTEREST. NCO Group, Inc., a Delaware corporation (the
“Company”), promises to pay interest on the principal amount of this Note at 11.875% per annum from November 15, 2006 until maturity and shall pay the Additional Interest, if any, payable pursuant to Section 2(d) of
the Registration Rights Agreement referred to below. The Company will pay interest and Additional Interest, if any, semi-annually in arrears on May 15 and November 15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from November 15, 2006 until the
principal hereof is due. The Company will pay interest on overdue principal at the rate borne by the Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. Interest will be computed on the basis
of a 360-day year of twelve 30-day months. 
 (2) METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted
interest) and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the May 1 or November 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record
date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. If a Holder has given wire transfer instructions to the Paying Agent on behalf of the Company, the Paying
Agent will remit all principal, interest and premium and Additional Interest, if any, on that Holder’s Notes in accordance with these instructions. All other payments on the Notes will be made by mailing a check to the registered address of
each Holder thereof. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 
 (3) PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, as the Trustee, will act as Paying Agent and Registrar. The Company may change
any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 
 (4)
INDENTURE. The Company issued the Notes under an Indenture dated as of November 15, 2006 (the “Indenture”) among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the
Indenture, and Holders are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. 
 The Notes are unsecured senior subordinated obligations of the Company. This Note is one of the Exchange Notes referred to in the Indenture.
The Notes include the Initial Notes, the 








 
Exchange Notes and any Additional Notes issued pursuant to the Indenture. The Initial Notes, Exchange Notes and any Additional Notes are treated as a single
class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other
distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries,
enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other
Person or convey, transfer or lease all or substantially all of its property. 
 To guarantee the due and punctual payment of the principal and interest on
the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the
Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the obligations of the Company under the Notes on an unsecured senior subordinated basis pursuant to the terms of the Indenture. 
 (5) SUBORDINATION. The Notes and the Note Guarantees are general senior subordinated unsecured obligations of the Company and the Subsidiary
Guarantors, subordinated in right of payment to the prior payment in full, in cash or cash equivalents, of all obligations due in respect of existing or future Senior Indebtedness of the Company or a Subsidiary Guarantor, as applicable, as set forth
in Articles 10 and 11, respectively, of the Indenture. Each Holder by its acceptance hereof agrees to be bound by such provisions and authorizes and expressly directs the Trustee, on its behalf, to take such action as may be necessary or appropriate
to effectuate the subordination provided for in the Indenture and appoints the Trustee its attorney-in-fact for such purposes. 
 (6)
OPTIONAL REDEMPTION. 
 (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 6, the Company will not have the option to
redeem the Notes prior to November 15, 2010. On or after November 15, 2010, the Company may redeem the Notes, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ notice, at the following redemption
prices (expressed as percentages of the principal amount thereof) if redeemed during the twelve-month period commencing on November 15 of the years set forth below, plus, in each case, accrued and unpaid interest thereon and Additional Interest, if
any, to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date): 
  

				
	 Year
	  	Percentage	 
	 2010
	  	105.938	%
	 2011
	  	102.969	%
	 2012 and thereafter
	  	100.000	%








 Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the
Notes or portions thereof called for redemption on the applicable redemption date. 
 (b) At any time prior to November 15, 2009, the Company
may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture with the Net Cash Proceeds of one or more sales of Capital Stock (other than Disqualified Stock) of the Parent (to the
extent such Net Cash Proceeds have been contributed to the equity capital of the Company, in amounts equal to the portion of the total redemption price paid by the Company) or of the Company at a redemption price (expressed as a percentage of
principal amount) of 111.875% plus accrued and unpaid interest and Additional Interest, if any, to the redemption date; provided that at least 65% of the aggregate principal amount of the Notes originally issued on the Closing Date remains
outstanding after each such redemption and notice of any such redemption is mailed within 90 days of each such sale of Capital Stock. 
 (c)
At any time prior to November 15, 2010, the Notes may also be redeemed or purchased, by or on behalf of the Company, in whole, or in part, at the Company’s option (a “Make-Whole Redemption”), at a price equal to 100% of the
principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the date of redemption or purchase pursuant to such Make-Whole Redemption (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest payment date). 
 (7) MANDATORY REDEMPTION. The Company is
not required to make mandatory redemption or sinking fund payments with respect to the Notes. 
 (8) NOTICE OF REDEMPTION. Notice of
redemption will be mailed by first class mail at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60
days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of
$1,000 in excess thereof. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. 
 (9) REPURCHASE AT THE OPTION OF HOLDER. 
 (a) Upon the occurrence of a Change of Control, the Company will be obligated to make an Offer to Purchase (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple
of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to,
but not including, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will mail a notice to
each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. 
 (b) The Company is, subject
to certain conditions, obligated to make an Offer to Purchase Notes at 100% of their outstanding principal amount, plus accrued and unpaid 








 
interest and Additional Interest, if any, thereon to the date of repurchase with certain Net Cash Proceeds of certain sales or other dispositions of assets
in accordance with the Indenture. 
 (10) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a
Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or
during the period between a record date and the corresponding Interest Payment Date. 
 (11) PERSONS DEEMED OWNERS. The registered
Holder of a Note shall be treated as its owner for all purposes. 
 (12) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture, the Notes and any Note Guarantee, may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, and any existing Default or Event
of Default or compliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding. Without notice to or consent of any Holder, the parties thereto may amend or
supplement the Indenture, the Notes and the Note Guarantees, to, among other things, cure any ambiguity, defect or inconsistency, provide for uncertificated Notes and any Note Guarantee in addition to or in place of certificated Notes or comply with
any requirements of the SEC in connection with the qualification of the Indenture under the TIA, or make any other change that does not materially adversely affect the rights of any Holder of a Note. 
 (13) DEFAULTS AND REMEDIES. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of Notes then outstanding may declare all the Notes to be due and payable immediately in the manner and with the effect provided in the Indenture. Holders of Notes may not enforce the Indenture, the Note or any Note Guarantee except as
provided in the Indenture. The Trustee is not obligated to enforce the Indenture, the Notes or any Note Guarantees, unless it has received indemnity satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal
amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of
the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Additional Interest, if any, on,
or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the
Trustee a statement specifying such Default or Event of Default. 
 (14) DISCHARGE AND DEFEASANCE. Subject to certain conditions, the
Company at any time may terminate some or all of its obligations under the Notes, the Note Guarantees and the 








 
Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal of and interest on the Notes to
redemption or maturity, as the case may be. 
 (15) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 
 (16) NO RECOURSE AGAINST OTHERS. No past, present or future director, manager, officer, employee, incorporator, stockholder or member of the
Company, any Parent or any Subsidiary, as such, will have any liability for any obligations of the Company or the Subsidiary Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 
 (17) AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

 (18) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
 (19) CUSIP NUMBERS, ISINS. The Company has caused CUSIP numbers and ISINs to be printed on the Notes, and the Trustee may use CUSIP numbers and
ISINs in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other
identification numbers placed thereon. 
 (20) GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE
INDENTURE, THIS NOTE AND THE NOTE GUARANTEES. 
 The Company will furnish to any Holder upon written request and without charge a copy of the Indenture
and/or the Registration Rights Agreement. Requests may be made to: 
 NCO Group, Inc. 
 507 Prudential Road 
 Horsham, Pennsylvania 19044 
 Facsimile No.: (215) 441-3908 
 Attention:
Michael Barrist, Chairman, President and Chief Executive Officer 







 ASSIGNMENT FORM 
  

			
	To assign this Note, fill in the form below:	  	
		
	(I) or (we) assign and transfer this Note to:	  	  
		  	(Insert assignee’s legal name)
	  
	(Insert assignee’s soc. sec. or tax I.D. no.)
	  
	  
	  
	  
	(Print or type assignee’s name, address and zip code)

 and irrevocably appoint ______________________________________________________ to transfer this Note on the books
of the Company. The agent may substitute another to act for him. 
 Date: _______________ 
  

			
	Your Signature:	 	  
		 	(Sign exactly as your name
appears on the face of this Note)


 Signature Guarantee*: _________________________ 
  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 








 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below: 
  

			
	 ̈ Section 4.10	  	 ̈ Section 4.15

 If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or
Section 4.15 of the Indenture, state the amount you elect to have purchased: 
 $_______________ 
 Date: _______________ 
  

			
	Your Signature:	 	  
		 	(Sign exactly as your name
appears on the face of this Note)


  

			
	Tax Identification No.:	 	  


 Signature Guarantee*: _________________________ 
  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE 
 The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or
Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of
Exchange
	  	Amount of
decrease in
Principal Amount
at Maturity of
this Global Note	  	Amount of
increase in
Principal Amount
at Maturity of
this Global Note	  	Principal Amount
at Maturity
of this Global Note
following such
decrease (or
increase)	  	Signature of
authorized officer
of Trustee or
Custodian