Exhibit
10.34


 


THIRD
AMENDMENT


TO


CREDIT
AGREEMENT


 


This THIRD AMENDMENT (this “Third Amendment”) to the Credit
Agreement (as defined below), dated as of March 31, 2010 (the “Third 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, the Required Lenders
and the Swing Line Bank 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, and as amended pursuant to the Second Amendment
to Credit Agreement dated as of March 25, 2009 pursuant to which certain
provisions of the Credit Agreement were amended (the “Existing Credit Agreement”), and 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
after giving effect to this Third 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 permit the
subsequent extension of the Termination Date of the Revolving Credit Facility
and of the Letter of Credit Facility and Swing Line Facility upon consent of
the Issuing Bank and the Swing Line Bank, in each case on terms and subject to
conditions more particularly set forth in this Third Amendment, for certain
subsequently consenting Lenders’ Revolving Credit Commitments.


 


B.            Any Lender that executes and delivers a signature page to
this Third Amendment shall be deemed to have agreed to this Third Amendment.


 


C.            The Required Lenders are willing to effect the amendments
set forth herein on the terms and subject to the conditions of this Third
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 Third 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:


 

















 


“Net Portfolio Collections” means, for any applicable period, without duplication, (a) the cash and
Cash Equivalents received by Parent or its Subsidiaries pursuant to the payment
in satisfaction of receivables or obligations constituting Portfolio Management
Assets during such period, or the sale, in part, of the Portfolio Management
Business (however structured) during such period (a “Portfolio
Sale”), less (b) the sum of the following: (x) the
sum of the following paid during such period: (i) collection or servicing
fees in respect of Portfolio Management Assets, (ii) payments made for
Investments in or purchases of Portfolio Management Assets, (iii) payments
of principal or interest on any Portfolio Management Financing and (iv) dividends
or other distributions by a Portfolio JV or Portfolio Management Subsidiary to
any Person that is not Parent or any of its Subsidiaries, plus (y) the
sum of the following amounts: (i) the reasonable and customary
out-of-pocket costs, fees, commissions, premiums and expenses incurred by the
Parent or its Subsidiaries in connection with
such Portfolio Sale, and (ii) federal, state, provincial, foreign
and local taxes reasonably estimated (on a Consolidated basis) to be actually
payable within the current or the immediately succeeding tax year as a result
of any gain recognized in connection with
such Portfolio Sale. For the avoidance of doubt, a sale of the whole Portfolio
Management Business (however structured) is not considered a Portfolio Sale.


 


“Net Portfolio Prepayments” means, with respect to any Fiscal Year, the aggregate amount of all prepayments
of the Term B Advances or Term B Facility made pursuant to Section 2.06(b)(vii) during
such Fiscal Year.


 


“Third Amendment” means that
certain Third Amendment to Credit Agreement dated March 31, 2010 among the
Initial Borrower, the Initial Subsidiary Borrower, the Guarantors, Citizens,
and the Lenders party thereto.


 


“Third
Amendment Effective Date” has the meaning specified in Section 2
of the Third Amendment.


 


2.  Section 2.06(b)(i) (Prepayments.
Mandatory) is hereby amended by deleting such subsection in its entirety
and replacing it with the following:


 


(i) The
Borrower shall, (A) on the 90th day following the end of each Fiscal Year,
beginning with the Fiscal Year ending in 2010, prepay an aggregate principal
amount of the Advances comprising part of the same Borrowings in an amount
equal to, (x) at any time when the Leverage Ratio (as at the end of such
Fiscal Year) is greater than or equal to 3.50:1.00, 75% of Excess Cash Flow for
such Fiscal Year minus (I) the aggregate principal
amount of all optional prepayments of Term B Advances made during such period
(excluding any amount funded through the utilization of the Available Excess
Cash Flow or with proceeds from the issuance of Debt or Equity Interests) and (II) Net
Portfolio Prepayments made during such Fiscal Year, and (y) at all other
times, 50% of Excess Cash Flow for such Fiscal Year minus (I) the
aggregate principal amount of all optional prepayments of Term B Advances made
during such period (excluding any amount funded through the utilization of the
Available Excess Cash Flow or with proceeds from the issuance of Debt or Equity
Interests) and (II) Net Portfolio Prepayments made during such Fiscal
Year, and (B) on the date of making any Restricted Payment pursuant to Section 5.02(g)(ii),
prepay an aggregate principal amount of the Advances comprising part of the
same Borrowings in an amount equal to the amount of such Restricted Payment.
Each such prepayment shall be applied first to
the principal


 


2

















 


installments of the Term B
Facility scheduled for amortization and interest thereon on a pro rata basis
and second to the Revolving
Credit Facility as set forth in clause (v) below.


 


3.  Section 2.06(b) (Prepayments.
Mandatory) is hereby amended by the addition of a new clause (vii) thereof, stating in its entirety as follows:


 


(vii) The
Borrower shall, beginning with the second
fiscal quarter of Fiscal Year 2010, within the 45th day following the end of each of the first, second
and third fiscal quarters of a Fiscal Year, prepay an aggregate principal
amount of the Term B Advances in an amount equal to 75% of the Net Portfolio
Collections for such fiscal quarter; provided that, notwithstanding
anything to the contrary herein, except to the extent that the Borrower otherwise
notifies the Administrative Agent in writing prior to or concurrently with the making
of the applicable payment, any payments on the Term B Facility made during any
fiscal quarter (or during the 45 day period immediately following such fiscal
quarter) shall be deemed to be a payment (or prepayment) made pursuant to this Section 2.06(b)(vii) with
respect to such fiscal quarter until the aggregate amount required to have been
prepaid with respect to such fiscal quarter pursuant to this Section 2.06(b)(vii) has
been paid, whereupon any amounts prepaid in excess of such amounts shall be
deemed to be a payment (or prepayment) made pursuant to this Section 2.06(b)(vii) with
respect to the immediately succeeding fiscal quarter (or, if such required
prepayment under this Section 2.06(b)(vii) for such immediately
succeeding fiscal quarter has been made, then such payments shall be applied to
such prepayment obligations in respect of the successive fiscal quarters within
the same Fiscal Year); provided, further, that to the extent the
aggregate amounts so prepaid during any Fiscal Year exceeds the amount required
to be prepaid with respect to the first three quarters of such Fiscal Year pursuant
to this Section 2.06(b)(vii), such excess amount shall be subtracted from
the amount that the Borrower otherwise would have been required to prepay
pursuant to Section 2.06(b)(i) with respect to such Fiscal Year.  Each such prepayment shall be
applied to the principal
installments of the Term B Facility scheduled for amortization and interest
thereon on a pro rata basis.  Notwithstanding anything to the contrary
herein, for the avoidance of doubt, Section 2.06(b)(ii) shall not
apply with respect to any Portfolio Sales, and any mandatory prepayment
obligations relating to Portfolio Sales shall arise solely under this Section 2.06(b)(vii).
For the avoidance of doubt, Section 2.06(b)(ii) shall apply with
respect to the sale, in whole, of the Portfolio Management Business (however
structured) and any mandatory prepayment obligations relating to such sale
shall arise solely under Section 2.06(b)(ii).


 


4.  Section 5.02(f)(xv)
(Investments in Other Persons) is hereby amended by deleting such
subsection in its entirety and replacing it with the following:


 


(xv)       (A) Investments in and purchases of Portfolio Management
Assets made or held 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) $20 million of such Investments made in Fiscal
Year 2010, and (y) $10 million of such Investments made in each Fiscal
Year thereafter; and/or (C) Investments in and purchases of Portfolio
Management Assets that are held by Parent or any of its Subsidiaries on the
Third Amendment Effective Date to the extent permitted to be made under this Agreement as in
effect when such investment or purchase was made; provided that,


 


3

















 


notwithstanding any other provision of this Agreement
or any other Loan Document, the Parent will not at any time after the Third
Amendment Effective Date, make or hold, or permit any of its Subsidiaries to
make or hold, any Investments in and purchases of Portfolio Management Assets
other than as expressly permitted by this subsection 5.02(f)(xv); and


 


5.  Section 5.02(j) (Prepayments,
Etc., of Debt) 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) with
the proceeds of Refinanced Notes or (2) 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.


 


6.  Section 5.03(n) (Reporting
Covenants) is hereby amended by
deleting such subsection in its entirety and replacing it with the following:


 


(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, 2010, computations and reporting, in form and
substance reasonably acceptable to the Administrative Agent, regarding the
purchases of Portfolio Management Assets made in such Fiscal Year pursuant to Section 5.02(f)(xv)(B).


 


7.  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 2010 or
thereafter and replacing such rows with the following:


 


	
  Measurement
  Period Ending

  	
   

  	
  Ratio

  
	
   

  	
   

  	
   

  
	
  March 31,
  2010

  	
   

  	
  5.75:1

  
	
   

  	
   

  	
   

  
	
  June 30,
  2010

  	
   

  	
  5.75:1

  
	
   

  	
   

  	
   

  
	
  September 30,
  2010

  	
   

  	
  5.75:1

  
	
   

  	
   

  	
   

  
	
  December 31,
  2010

  	
   

  	
  5.75:1

  
	
   

  	
   

  	
   

  
	
  March 31,
  2011

  	
   

  	
  5.65:1

  
	
   

  	
   

  	
   

  
	
  June 30,
  2011

  	
   

  	
  5.50:1

  
	
   

  	
   

  	
   

  
	
  September 30,
  2011

  	
   

  	
  5.25:1

  
	
   

  	
   

  	
   

  
	
  December 31,
  2011

  	
   

  	
  5.25:1

  



 


4

















 


	
  March 31,
  2012

  	
   

  	
  5.00:1

  
	
   

  	
   

  	
   

  
	
  June 30,
  2012

  	
   

  	
  4.75:1

  
	
   

  	
   

  	
   

  
	
  September 30,
  2012

  	
   

  	
  4.50:1

  
	
   

  	
   

  	
   

  
	
  December 31,
  2012

  	
   

  	
  4.50:1

  
	
   

  	
   

  	
   

  
	
  March 31, 2013 and thereafter

  	
   

  	
  4.00:1

  



 


8.  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 2010 or thereafter, and
replacing them with the following:


 


	
  Measurement Period:

  	
   

  	
  Ratio

  
	
  All
  Measurement Periods ending during 2010

  	
   

  	
  1.80:1

  
	
   

  	
   

  	
   

  
	
  Measurement
  Periods ending on March 31, 2011 and June 30, 2011

  	
   

  	
  1.85:1

  
	
   

  	
   

  	
   

  
	
  Measurement
  Periods ending on September 30, 2011 and December 31, 2011

  	
   

  	
  1.90:1

  
	
   

  	
   

  	
   

  
	
  Measurement
  Periods ending on March 31, 2012 and June 30, 2012

  	
   

  	
  1.95:1

  
	
   

  	
   

  	
   

  
	
  Measurement
  Periods ending on September 30, 2012 and December 31, 2012

  	
   

  	
  2.00:1

  
	
   

  	
   

  	
   

  
	
  All
  Measurement Periods ending during 2013 and thereafter

  	
   

  	
  2.10:1

  



 


9.  The Required
Lenders hereby authorize the Administrative Agent at any time after the Third
Amendment Effective Date but prior to the Termination Date of the Term B
Facility to enter into an amendment of the Credit Agreement that (i) seeks
to extend the Termination Date of all or a part of the Revolving Credit
Commitments of one or more Lenders under the Revolving Credit Facility up to
the Termination Date of the Term B Facility (May 15, 2013) with the
consent of each Lender holding Revolving Credit Commitments that agrees to
extend (provided at least a majority in aggregate of the Revolving Credit
Commitments in effect as of the Third Amendment Effective Date are so similarly
extended), or with respect to any such Lender that does not so consent, a
replacement Lender that shall agree to assume and extend all or a portion of
such non-consenting Lender’s Revolving Credit Commitments from and after the existing
Termination Date (but, in each case, without the consent of any other Lenders),
(ii) to the extent such Revolving Credit Commitments are so extended,
seeks to similarly extend in whole or in part the Swing Line Commitments and/or
the Letter of Credit Commitments under the Swing line Facility and/or Letter of
Credit Facility, as applicable, up to the Termination Date of the Term B
Facility (May 15, 2013) with the consent of Swing Line Bank and/or the
Issuing Bank as applicable, and (iii) effects such other amendments to the
Credit Agreement and the other Loan Documents as may be necessary or
appropriate, in the opinion of the Administrative Agent, to effect such
extensions (including 


 


5

















 


without limitation,
modifying the Applicable Margin applicable to the Revolving Credit Commitments
being extended, decreasing the aggregate amount of the Revolving Credit
Commitments in connection with such extension and allocating repayments as
between consenting and non-consenting Revolving Credit Lenders on the existing
Termination Date to give effect to the extension). The Borrowers may pay an
extension fee to, and as agreed with, such consenting Revolving Credit Lenders,
the Swing Line Bank, the Issuing Bank and the Administrative Agent with respect
to such extension without having any obligation to make any additional payments
with respect to such extension to non-consenting Revolving Credit Lenders or
Term B Lenders, which fees, notwithstanding that such fees are payments with
respect to a Commitment, shall not constitute an Obligation for purposes of the
Credit Agreement. Other than as described
above, the terms applicable to each of the extended Revolving Credit Facility,
Swing Line Facility and Letter of Credit Facility shall be identical to the
terms of the applicable Facility in effect as of the Third Amendment Effective
Date. Nothing herein shall be
construed to imply that the Revolving Credit Advances of any Revolving Credit
Lender will be paid in full later than the then-current Termination Date of the
Revolving Credit Facility without the consent of such Revolving Credit Lender.


 


SECTION 2.  Conditions to Effectiveness.  The effectiveness of this Third Amendment
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 “Third Amendment  Effective Date”):


 


1.  Citizens shall have received this Third
Amendment, executed and delivered by a duly authorized officer of each of the
Loan Parties and shall have received written consents to this Third Amendment
executed by the Required Lenders, the Issuing Bank and the Swing Line Bank.


 


2.  The Administrative Agent shall have received (i) on
behalf of each Lender who has executed this Third Amendment, a nonrefundable
amendment fee equal to 0.375% of the sum of such Lender’s Revolving Credit
Commitment (whether used or unused) and outstanding Term B Advances as of the
Third Amendment Effective Date, which fee shall be fully earned and payable on
the Third Amendment Effective Date, and (ii) all fees due and fully earned
and payable to the Administrative Agent on or prior to the Third Amendment
Effective Date, including, to the extent invoiced on or before the Third
Amendment Effective Date, reimbursement or other payment of all out-of-pocket
expenses required to be reimbursed or paid by the Borrower hereunder or under
any other Loan Documents (including the reasonable fees, charges and
disbursements of Latham & Watkins LLP, counsel to the Administrative
Agent, incurred in connection with this Third Amendment).


 


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


 


SECTION 3.  Representations and
Warranties.  To induce
the other parties hereto to enter into this Third Amendment, each of the Loan
Parties represents and warrants to each of the Lenders and the Administrative
Agent that, as of the Third Amendment Effective Date:


 


1.  This Third Amendment has been duly
authorized, executed and delivered by the Loan Parties and this Third 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 


 


6

















 


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
Third Amendment, true and correct in all material respects on and as of the
Third 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 Third Amendment.


 


SECTION 4.  Effect of Amendment.  Except as expressly set forth herein, this
Third 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).  Except to the extent expressly provided in
paragraph 9 of Section 1 hereof, 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 Third
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 Third 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 5.  Fees, Costs and Expenses.  The Borrower agrees to pay to the
Administrative Agent such fees, and to reimburse the Administrative Agent for
its reasonable out of pocket expenses in connection with this Third Amendment,
including the reasonable fees, charges and disbursements of outside counsel to
Administrative Agent in connection with this Third Amendment, as has been
previously agreed between the Borrower and the Administrative Agent.


 


SECTION 6.  Counterparts.  This Third 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 Third Amendment by
facsimile transmission or electronic transmission shall be as effective as
delivery of a manually executed counterpart hereof.


 


SECTION 7.  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”.


 


7

















 


Each Credit Support Party
hereby acknowledges that it has reviewed the terms and provisions of the
Existing Credit Agreement and this Third Amendment and consents to the
amendment of the Existing Credit Agreement effected pursuant to this Third
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 Third Amendment.


 


Each Credit Support Party
acknowledges and agrees that (i) notwithstanding the conditions to
effectiveness set forth in this Third 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 Third
Amendment and (ii) nothing in the Existing Credit Agreement, this Third
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 8.  Applicable Law.  THIS THIRD AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 9.  Headings.  The headings of this Third Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.


 


SECTION 10.  Release.     In
consideration of, among other things, the Administrative Agent’s and the
Lenders’ execution and delivery of this Third Amendment, the Borrower and each
of the Guarantors, on behalf of itself and its agents, representatives,
officers, directors, advisors, employees, subsidiaries, successors and assigns
(collectively, “Releasors”), hereby forever agrees and covenants not to
sue or prosecute against any Releasee (as hereinafter defined) in respect of, and hereby forever waives, releases and discharges, to the
fullest extent permitted by law, each Releasee (as hereinafter defined) from
any and all claims (including, without limitation, crossclaims, counterclaims,
rights of set-off and recoupment), actions, causes of action, suits, debts,
damages and consequential damages,  or
claims whatsoever (collectively, the “Claims”), that such Releasor has
as of the date hereof, of whatsoever nature and kind, whether known or unknown,
whether arising at law or in equity, against any or all of the Lender Parties,
the Administrative Agent and/or the Collateral Agent in any capacity and their
respective affiliates, subsidiaries, shareholders and “controlling persons”
(within the meaning of the federal securities laws), and their respective
successors and assigns and each and all of the officers, directors, employees,
agents, attorneys and other representatives of each of the foregoing
(collectively, the “Releasees”), based in whole or in part on facts,
whether or not now known, existing on or before the date hereof, that relate
to, arise out of or otherwise are in connection with any or all of the Loan
Documents or transactions contemplated thereby or any actions or omissions in
connection therewith.  In entering into
this Third Amendment, the Borrower and each Guarantor consulted with, and has
been represented by, legal counsel and expressly disclaims any reliance on any
representations, acts or omissions by any of the Releasees and hereby agrees
and acknowledges that the validity and effectiveness of the releases set forth
above do not depend in any way on any such representations, acts and/or
omissions or the accuracy, completeness or validity hereof.  The provisions of this Section shall
survive the termination of this Third Amendment, the Credit Agreement, the
other Loan Documents and payment in full of the Obligations.


 


8
















 


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


 


	
   

  	
   

  	
  Borrower:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCO
  GROUP, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, Finance,

  
	
   

  	
   

  	
   

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCO
  FINANCIAL SYSTEMS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Executive

  
	
   

  	
   

  	
   

  	
  Vice
  President, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  



 


[Signature Page to Third Amendment]


 

















 


	
   

  	
   

  	
  Subsidiary
  Guarantors:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCO ACI
  Holdings, Inc.

  
	
   

  	
   

  	
  (f/k/a
  AssetCare, Inc.)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  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:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCO Funding, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Gail Ball

  
	
   

  	
   

  	
  Name:

  	
  Gail
  Ball

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCO Group
  International, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Gail Ball

  
	
   

  	
   

  	
  Name:

  	
  Gail
  Ball

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCO Holdings, Inc.

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Gail Ball

  
	
   

  	
   

  	
  Name:

  	
  Gail
  Ball

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCO Portfolio
  Management, Inc.

  
	
   

  	
   

  	
  (f/k/a NCPM Acquisition
  Corporation)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Gail Ball

  
	
   

  	
   

  	
  Name:

  	
  Gail
  Ball

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  



 

















 


	
   

  	
   

  	
  NCO Support Services, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCO Teleservices, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Executive

  
	
   

  	
   

  	
   

  	
  Vice
  President, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCOP I, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Joshua Gindin

  
	
   

  	
   

  	
  Name:

  	
  Joshua
  Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCOP II, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Joshua Gindin

  
	
   

  	
   

  	
  Name:

  	
  Joshua
  Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCOP III, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Joshua Gindin

  
	
   

  	
   

  	
  Name:

  	
  Joshua
  Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCOP IV, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Joshua Gindin

  
	
   

  	
   

  	
  Name:

  	
  Joshua
  Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCOP V, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Joshua Gindin

  
	
   

  	
   

  	
  Name:

  	
  Joshua
  Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  



 

















 


	
   

  	
   

  	
  NCOP VI, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Joshua Gindin

  
	
   

  	
   

  	
  Name:

  	
  Joshua
  Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCOP VII, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Joshua Gindin

  
	
   

  	
   

  	
  Name:

  	
  Joshua
  Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCOP VIII, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Joshua Gindin

  
	
   

  	
   

  	
  Name:

  	
  Joshua
  Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCOP IX, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Joshua Gindin

  
	
   

  	
   

  	
  Name:

  	
  Joshua
  Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCOP Capital Resource, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Executive

  
	
   

  	
   

  	
   

  	
  Vice
  President, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCOP Financing, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Gail Ball

  
	
   

  	
   

  	
  Name:

  	
  Gail
  Ball

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCOP Nevada
  Holdings, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Joshua Gindin

  
	
   

  	
   

  	
  Name:

  	
  Joshua
  Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  



 

















 


	
   

  	
   

  	
  NCOP Services, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Joshua Gindin

  
	
   

  	
   

  	
  Name:

  	
  Joshua
  Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCOP/Marlin, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Joshua Gindin

  
	
   

  	
   

  	
  Name:

  	
  Joshua
  Gindin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RMH Teleservices Asia
  Pacific, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Asset Recovery &
  Management Corp.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Coast
  to Coast Consulting, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Credit Receivables
  Corporation I

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Greystone Business Group,
  LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  



 

















 


	
   

  	
   

  	
  Gulf
  State Credit, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Jennifer Loomis &
  Associates, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Old OSI LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OSI Collection Services, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OSI Education
  Services, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OSI
  Outsourcing Services, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  



 

















 


	
   

  	
   

  	
  OSI
  Outsourcing Services International, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OSI
  Portfolio Services, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OSI
  Recovery Solutions, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OSI
  SPE LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OSI
  Support Services, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Outsourcing
  Solutions, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  



 

















 


	
   

  	
   

  	
  PAE
  Leasing, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Pacific
  Software Consulting, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Payco
  American International Corp.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Perimeter
  Credit, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Portfolio
  Acquisitions, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Professional
  Recoveries Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John R. Schwa

  
	
   

  	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  



 
















 


	
   

  	
  Qualink, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and Assistant Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Systems &
  Services Technologies, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and Assistant Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tempest
  Recovery Services, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and Assistant Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Transworld
  Systems Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and Assistant Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Union
  Settlement Administrator, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and Assistant Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Union
  Settlement Administrator Holdco, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and Assistant Secretary

  



 

















 


	
   

  	
  University
  Accounting Service, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer, Treasurer and Assistant Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AC
  Financial Services, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gail Ball

  
	
   

  	
  Name:

  	
  Gail
  Ball

  
	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALW
  Financial, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gail Ball

  
	
   

  	
  Name:

  	
  Gail
  Ball

  
	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Compass
  International Services Corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer, Executive Vice President, Treasurer and Assistant
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Compass
  Teleservices, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer, Executive Vice President, Treasurer and Assistant
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FCA
  Funding, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gail Ball

  
	
   

  	
  Name:

  	
  Gail
  Ball

  
	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  



 

















 


	
   

  	
  FCA
  Leasing, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
  Title:

  	
  Assistant
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JDR
  Holdings, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
  Title:

  	
  Treasurer
  and Assistant Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NCOP
  X, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joshua Gindin

  
	
   

  	
  Name:

  	
  Joshua
  Gindin

  
	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AssetCare, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John R. Schwab

  
	
   

  	
  Name:

  	
  John
  R. Schwab

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
  NCOP
  XI, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joshua Gindin

  
	
   

  	
  Name:

  	
  Joshua
  Gindin

  
	
   

  	
  Title:

  	
  Secretary

  



 

















 


	
   

  	
  Lenders:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  Acknowledged
  and Agreed:

  
	
   

  	
   

  
	
   

  	
  CITIZENS
  BANK OF PENNSYLVANIA,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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