Exhibit 4.27


 


SEVENTH SUPPLEMENTAL INDENTURE


 


SEVENTH SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated
as of March 24, 2010, among each of the entities listed on the signature page hereto
under the heading “New Guarantors” (each, a “New Guarantor”),
each of which is a subsidiary of NCO Group, Inc., a Delaware corporation (the  “Company”), and The Bank of New York Mellon, as successor to
The Bank of New York, a New York banking corporation, as trustee under the
Indenture referred to below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Company (as the
successor in interest to NCO Group, Inc., a Pennsylvania corporation) and
the existing Guarantors have heretofore executed and delivered to the Trustee
an indenture (as amended, supplemented or otherwise modified, the “Indenture”), dated as of November 15, 2006 providing
for the issuance of 11.875% Senior Subordinated Notes due 2014 (the “Notes”);


 


WHEREAS, Section 4.17
of the Indenture provides that under certain circumstances each New Guarantor shall
execute and deliver to the Trustee a supplemental indenture pursuant to which
the New Guarantors shall unconditionally guarantee all of the Company’s obligations
under the Notes and the Indenture on the terms and conditions set forth herein
(the “Note Guarantee”); and


 


WHEREAS, pursuant to Section 9.01
of the Indenture, the Trustee, the Company and the existing Guarantors are
authorized to execute and deliver this Supplemental Indenture.


 


NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, each New Guarantor, the Company
and the Trustee mutually covenant and agree for the equal and ratable benefit
of the Holders of the Notes as follows:


 


1.                                       DEFINED TERMS.  Defined terms used herein without definition
shall have the meanings assigned to them in the Indenture.


 


2.                                       AGREEMENT TO
GUARANTEE.  Each New Guarantor hereby
agrees, jointly and severally with all other New Guarantors and all existing
Guarantors (if any), to provide an unconditional guarantee on the terms and
subject to the conditions set forth in Article 11 of the Indenture and to
be bound by all other applicable provisions of the Indenture, including the
provisions relating to the subordination of such guarantee set forth in Article 10,
and the Notes and to perform all of the obligations and agreements of a
Guarantor under the Indenture.


 


3.                                       NO RECOURSE
AGAINST OTHERS.  No past, present or
future director, manager, officer, employee, incorporator, stockholder or
member of the Company, any parent entity of the Company 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.  The waiver may not be effective to waive
liabilities under the federal securities laws.


 


4.                                       NOTICES.  All notices or other communications to a New
Guarantor shall be given as provided in Section 13.02 of the Indenture.


 


5.                                       RATIFICATION OF
INDENTURE; SUPPLEMENTAL INDENTURES PART OF INDENTURE.  Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part
of the Indenture for all purposes, and every holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.


 


6.                                       WAIVER.                                           Until the Notes
have been paid in full, each New Guarantor waives and agrees that it shall not
in any manner whatsoever claim or take the benefit or advantage of, any rights
of reimbursement, indemnity or subrogation or any other rights it may have
against the Company or any other Restricted Subsidiary that arise as a result
of any payment by such New Guarantor under this Supplemental Indenture.


 


7.                                       GOVERNING
LAW.  THIS INDENTURE, THE NOTES AND THE
NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.


 


8.                                       COUNTERPARTS.  The parties may sign any number of copies of
this Supplemental Indenture.  Each signed
copy shall be an original, but all of them together represent the same
agreement.


 


9.                                       EFFECT OF
HEADINGS.  The Section headings
herein are for convenience only and shall not affect the construction hereof.


 


10.                                 TRUSTEE MAKES
NO REPRESENTATION.  The Trustee makes no
representation as to the validity or sufficiency of this Supplemental
Indenture.  The recitals and statements
contained herein are deemed to be solely those of each New Guarantor and the
Company.


 


[SIGNATURE PAGE FOLLOWS]


 


2

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Seventh Supplemental Indenture to be duly executed and attested, all as of
the date first above written.


 


	
  NCO
  GROUP, INC.

  	
   

  	
  NEW
  GUARANTORS:

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Michael J. Barrist

  	
   

  	
  NCOP
  XI, LLC

  
	
   

  	
  Name: Michael J. Barrist

  	
   

  	
  NCOP
  XII, LLC

  
	
   

  	
  Title:   President and Chief
  Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  

  	
  /s/
  Albert Zezulinski

  
	
   

  	
   

  	
  Name:

  	
  Albert Zezulinski

  
	
  THE
  BANK OF NEW YORK MELLON,

  	
   

  	
  Title:

  	
  President
  and Chief Executive Officer of each of the above entities

  
	
  as Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TOTAL
  DEBT MANAGEMENT, INC.

  
	
  By:

  	
  /s/
  Mary Miselis

  	
   

  	
   

  
	
   

  	
  Name: Mary Miselis

  	
   

  	
  By:
  

  	
  /s/
  Michael J. Barrist

  
	
   

  	
  Title:   Vice President

  	
   

  	
  Name:

  	
  Michael
  J. Barrist

  
	
   

  	
   

  	
  Title:

  	
  President
  and Chief Executive Officer

  
						



 


[Signature Page to Senior Subordinated Supplemental Indenture]