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