Union Corp Sample Contracts

Union Corp – VOTING AGREEMENT (April 15th, 2002)

OUTSOURCING SOLUTIONS INC. VOTING AGREEMENT ---------------- THIS VOTING AGREEMENT (this "Agreement") is made as of April 16, 2001, among Outsourcing Solutions Inc., a Delaware corporation (the "Company"), Madison Dearborn Capital Partners III, L.P. (the "Principal Investor"), Gryphon Partners II, L.P. ("GPII") and Gryphon Partners II-A, L.P. ("GPII-A" and together with GPII, "Gryphon") (Gryphon and the Principal Investor are collectively referred to herein as the "Investors"). Except as otherwise provided, capitalized terms used herein are defined in paragraph 2 hereof. The Company and Gryphon are parties to a Stock Subscription Agreement, dated as of April 3, 2001 (the "Subscription Agreement"), wherein, inter alia, Gryphon is acquiring certain shares of Senior Common Stock. A condition to Gryphon's obligations under the Subscrip

Union Corp – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (April 15th, 2002)

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of April 16, 2001 among OUTSOURCING SOLUTIONS INC., a Delaware corporation, the Purchasers named herein AND certain other parties hereto Relating to Certain Shares of Common Stock, $0.01 Par Value THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of April 16, 2001, among Outsourcing Solutions Inc., a Delaware corporation (the "Company"), Madison Dearborn Capital Partners III, L.P. ("MDCP"), Madison Dearborn Special Equity III, L.P. ("MDSE") and Special Advisers Fund I, L.L.C. ("SAF" and collectively with MDCP and MDSE, the "Equity Investor") and Ares Leveraged Investment Fund, L.P., Ares Leve

Union Corp – THIRD AMENDMENT TO CREDIT AGREEMENT (April 15th, 2002)

THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT, dated as of January 24, 2002 (this "Amendment"), to the Existing Credit Agreement (as defined below) is among OUTSOURCING SOLUTIONS INC., a Delaware corporation (the "Borrower") and each of the Lenders party hereto. W I T N E S S E T H: -------------------- WHEREAS, the Borrower, the Lenders, Credit Suisse First Boston (as successor in interest of DLJ Capital Funding, Inc.), as the Syndication Agent, the Lead Arranger and the Sole Book Running Manger, Harris Trust and Savings Bank, as the Documentation Agent, and Fleet National Bank, as the Administrative Agent are parties to a Credit Agreement, dated as of November 30, 1999 (as amended, supplemented, amended and restated or otherwise modified prior to the date hereof, the "Existing Credit Agreement"); and WHEREAS, the Borrower has requested

Union Corp – AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (April 15th, 2002)

OUTSOURCING SOLUTIONS INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENT ------------------------------------------- THIS AGREEMENT is made as of April 16, 2001, among Outsourcing Solutions Inc., a Delaware corporation (the "Company"), Madison Dearborn Capital Partners III, L.P. (the "Principal Investor"), Madison Dearborn Special Equity III, L.P. ("MDSE"), Special Advisers Fund I, LLC ("SA"), Ares Leveraged Investment Fund, L.P. ("Ares I"), Ares Leveraged Investment Fund II, L.P., ("Ares II"), DB Capital Investors, L.P. ("DB"), First Union Merchant Banking 1999, L.L.C. ("FU99"), First Union Capital Partners 2001, L.L.C. ("FUO1"), Abbott Capital 1330 Investors II, L.P. ("Abbott"), Abbott Capital Private Equity Fund III, L.P. ("Abbott III"), BNY Partners Fund, L.L.C. ("BNY"), Heller Financial, Inc. ("Heller"), Magnetite Asset Investors L.L.C. ("Magnetite"), FBR Financial Fund II, L.

Union Corp – FOURTH AMENDMENT TO CREDIT AGREEMENT (April 15th, 2002)

FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT, dated as of April 4, 2002 (this "Amendment"), to the Existing Credit Agreement (as defined below) is among OUTSOURCING SOLUTIONS INC., a Delaware corporation (the "Borrower") and each of the Lenders party hereto. W I T N E S S E T H: -------------------- WHEREAS, the Borrower, the Lenders, Credit Suisse First Boston (as successor in interest of DLJ Capital Funding, Inc.), as the Syndication Agent, the Lead Arranger and the Sole Book Running Manger, Harris Trust and Savings Bank, as the Documentation Agent, and Fleet National Bank, as the Administrative Agent are parties to a Credit Agreement, dated as of November 30, 1999 (as amended, supplemented, amended and restated or otherwise modified prior to the date hereof, the "Existing Credit Agreement"); and WHEREAS, the Borrower has requeste

Union Corp – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (November 14th, 1997)

EXHIBIT 10 (a) AMENDED AND RESTATED EMPLOYMENT AGREEMENT ----------------------------------------- This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 1st day of July, 1997 by and between THE UNION CORPORATION, a Delaware corporation (the "Company"), and MELVIN L. COOPER (the "Employee"): W I T N E S S E T H: - - - - - - - - - - WHEREAS, Company and Employee are parties to an Amended and Restated Employment Agreement dated as of November 10, 1988 (the "Amended Employment Agreement"), pursuant to which, among other things, Employee agreed to serve as Chairman of the Board and Chief Executive Officer of Company upon the terms set forth therein; and WHEREAS, Employee has continuously served as Chairman of the Board and Chief Executive Officer of the Corp

Union Corp – Amendment to Employment Agreement (November 14th, 1997)

EXHIBIT 10(b) Amendment to Employment Agreement --------------------------------- Reference is made to the Employment Agreement dated as of July 1, 1995 (the "Agreement") by and between The Union Corporation (the "Company") and William B. Hewitt (the "Employee"). It is hereby agreed that the Agreement is amended effective July 1, 1997 as follows: 1. Article FIRST (B) is amended to read in its entirety as follows: "(B) Effective July 1, 1997, the Employee shall serve as President and Chief Executive Officer of the Company. In addition, the Employee shall serve as the Chief Executive Officer and/or as a director of any Affiliates (as hereinafter defined in Article FOURTH (A)(i)) of the Company as the Board of Directors of the Company shall determine, without any compensation other than that provided for in Article THIRD hereof. All o

Union Corp – AMENDMENT TO EMPLOYMENT AGREEMENT (November 14th, 1997)

EXHIBIT 10(c) AMENDMENT TO EMPLOYMENT AGREEMENT --------------------------------- Reference is made to the Employment Agreement dated as of March 22, 1995, as thereafter amended on August 27, 1996 (the "Agreement") by and between The Union Corporation (the "Company") and Nicholas P. Gill (the "Employee"). It is hereby agreed that the Agreement is to be further amended effective July 1, 1997 as follows: 1. Article FIRST (B) shall be amended as follows: Replace "Vice President", which appears in the first sentence, with "Executive Vice President". 2. Article FIRST (D) of the Agreement is amended to read in its entirety as follows: "(D) The Employee shall be entitled to vacation time of four weeks per Fiscal Year, which need not be taken consecutively." 3. Article SECON

Union Corp – EXTENSION OF EMPLOYMENT AGREEMENT (September 29th, 1997)

EXHIBIT 10(e) EXTENSION OF EMPLOYMENT AGREEMENT This extension agreement is made and entered into as of November 14, 1996, by and between Transworld Systems Inc., a California Corporation (the "Company") and Gordon Dunn ("Dunn"). WHEREAS, on July 1, 1995 Dunn entered into an Employment Agreement with the Company, (the "Employment Agreement") to which Employment Agreement The Union Corporation, a Delaware corporation is also a party; and WHEREAS, Dunn and the Company both wish to extend the Employment Agreement for an additional one year from July 1, 1997 through June 30, 1998, NOW THEREFORE, the parties agree as follows: FIRST: The Employment Agreement is extended for an additional period of one year so that the termination date as set forth in paragraph (A)(1) of Article SECOND of the Employment Agreement shall be June 30, 1998 instead of June 30, 1997. S

Union Corp – EXTENSION OF EMPLOYMENT AGREEMENT (September 29th, 1997)

EXHIBIT 10(f) EXTENSION OF EMPLOYMENT AGREEMENT This extension agreement is made and entered into as of November 14, 1996, by and between Transworld Systems Inc., a California Corporation (the "Company") and George Macaulay (the "Employee"). WHEREAS, the Employee is currently employed by the Company under a contract dated July 1, 1995 (the "Employment Agreement"); and WHEREAS, the Company and the Employee have agreed (a) to extend the Employment Agreement for an additional two (2) years and (b) to amend the Employment Agreement as extended in the manner hereafter set forth, NOW THEREFORE, in consideration of the premises and mutual promises and agreements hereinafter set forth, the parties hereby agree that the Employment Agreement is extended and amended as follows: 1. The first line of paragraph (B) of Article FIRST is amended to read as follows: "(

Union Corp – AGREEMENT NO. LF9099D (February 14th, 1996)

Exhibit 10(a) AGREEMENT NO. LF9099D PAGE 1 OF 23 ACCEPTANCE SHALL BE INDICATED BY SIGNING AND RETURNING DUPLICATE TO: Interactive Performance, Inc. AT&T Corp. c/o The Union Corporation 188 Mt. Airy Road, Room A135 145 Mason Street Basking Ridge, NJ 07920 Greenwich, CT 06830 Attention: Betty I. Brown Attention: William B. Hewitt Subject to the terms and conditions stated in this Agreement, Interactive Performance, Inc. agrees to perform the teleservices described, hereinafter "Work", and AT&T Corp. ("AT&T") agrees to pay the charges stated. Whenever the terms "you", "your" or "Contractor" are