NCOP II, Inc. Sample Contracts

PERIMETER CREDIT, L.L.C. AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • May 13th, 2008 • NCOP II, Inc. • Services-management services • Delaware

This amended and restated limited liability company agreement of Perimeter Credit, L.L.C., a Delaware limited liability company, is adopted as of the 29th day of February, 2008, by OSI Portfolio Services, Inc. as the sole Member.

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AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF NCOP X, LLC
Limited Liability Company Operating Agreement • May 13th, 2008 • NCOP II, Inc. • Services-management services • Nevada

THIS AMENDMENT (this “Amendment”) to the Limited Liability Company Operating Agreement of NCOP X, LLC, dated as of January 3, 2008 (the “Agreement”), is made and entered into as of February 20, 2008 by the undersigned Sole Member of the Company. Unless otherwise indicated, capitalized words and phrases in this Amendment shall have the meanings set forth in the Agreement.

FIFTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • May 13th, 2008 • NCOP II, Inc. • Services-management services • New York

FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 29, 2008, 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, a New York banking corporation, as trustee under the Indenture referred to below (the “Trustee”).

OLD OSI LLC AMENDED AND RESTATED OPERATING AGREEMENT
Operating Agreement • May 13th, 2008 • NCOP II, Inc. • Services-management services • Delaware

This operating agreement (“Agreement”) of Old OSI LLC, a Delaware limited liability company (the “Company”) is entered into effective as of the 29th day of February, 2008, by and among the parties whose names are set forth as Members on Exhibit “A” attached hereto.

OMNIBUS POWER OF ATTORNEY
Omnibus Power of Attorney • May 13th, 2008 • NCOP II, Inc. • Services-management services

Pursuant to Registration Rights Agreements, dated as of November 15, 2006, by and among NCO Group, Inc. (which subsequently merged into Collect Holdings, Inc., with Collect Holdings, Inc. surviving the merger and changing its name to “NCO Group, Inc.” (the “Corporation”)), the subsidiaries of the Corporation listed as Guarantors and signatories thereto or thereafter added by joinder and Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and Bank of America Securities LLC (the “Registration Rights Agreements”), the Corporation and the Guarantors have agreed to file one or more registration statements (the “Market Making Registration Statements”) under the Securities Act of 1933, as amended (the “Securities Act”), to register the Corporation’s Floating Rate Senior Notes due 2013 (the “Senior Notes”) and 11.875% Senior Subordinated Notes due 2014 (the “Senior Subordinated Notes” and, together with the Senior Notes, the “Notes”), guaranteed by the Guarantors, for resale under t

FIFTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • May 13th, 2008 • NCOP II, Inc. • Services-management services • New York

FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 29, 2008, 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, a New York banking corporation, as trustee under the Indenture referred to below (the “Trustee”).

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