EXHIBIT 99.2
AMENDMENT TO VOTING AGREEMENT
Reference is made to that Voting Agreement dated May __, 1999 among the
parties hereto and Compass International Services Corporation (the "Company").
Each of the parties hereto agrees, in consideration of the mutual agreements
contained herein, in the Voting Agreement, and in the Merger Agreement, as
follows:
1. The Voting Agreement shall be amended by adding the following as Section 9
thereof:
2. "9. Contribution of certain shares of Company Common Stock.
(a) Each Stockholder agrees that, immediately prior to the
effectiveness of the Merger, it will transfer and contribute to the
Company, without any rights to further consideration therefor, that
number of shares of Company Common Stock held by it equal to the Share
Adjustment Amount.
(b) The "Share Adjustment Amount" for each Stockholder shall
mean that number of shares of Company Common Stock derived by (i)
multiplying (x) the number of shares of Company Common Stock owned by
such Stockholder by (y) $.824, (ii) dividing that product by the
average of the reported closing prices of common stock of Acquiror on
the five business days immediately prior to the effectiveness of the
Merger, and (iii) dividing the resulting number by 0.23739. Any
fractional shares of Company Common Stock resulting from this
calculation shall be rounded to the nearest whole number of shares.
(c) The Company agrees that, prior to the effectiveness of the
Merger, it will immediately accept all shares contributed to the
Company, and cancel such shares, such that they shall not be
outstanding at the effectiveness of the Merger.
(d) Each Stockholder and the Company agree to take all further
actions as are appropriate and requested by Acquiror to give effect to
the transfer, contribution and cancellation provided for herein."
3. Each Stockholder acknowledges and agrees that, except as amended hereby, the
Voting Agreement remains in full force and effect and binding on such
Stockholder.
4. Each Stockholder reaffirms that the Irrevocable Proxy, delivered pursuant to
the Voting Agreement, remains in full force and effect.
IN WITNESS WHEREOF, each of the undersigned has caused this
Amendment to Voting Agreement to be executed as of the 16th day of July, 1999.
NCO GROUP, INC.
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇., Executive
President Corporate Development
COMPASS INTERNATIONAL SERVICES
CORPORATION
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Chairman
STOCKHOLDERS:
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Name
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Address
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