January 23, 2001
NCO Group, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
President and Chief Executive Officer
Re: Fourth Amendment to Fifth Amended and Restated Credit Agreement
---------------------------------------------------------------
Dear ▇▇▇▇▇▇▇:
Reference is made to that certain Fifth Amended and Restated Credit
Agreement dated as of December 31, 1999, as amended pursuant to that certain
First Amendment to the Fifth Amended and Restated Credit Agreement dated as of
March 24, 2000, as further amended pursuant to that certain Second Amendment and
Waiver to Fifth Amended and Restated Credit Agreement, dated as of October 26,
2000, and as further amended pursuant to that certain Third Amendment to Credit
Agreement and Commitment for Subfacility Amendment to Credit Agreement, dated
December 15, 2000, by and among NCO Group, Inc., Mellon Bank, N.A., as
Administrative Agent, and the Lenders referred to therein (as so amended, the
"Credit Agreement").
The definition of Maturity Date in Section 10.1 of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:
"Maturity Date" shall mean May 20, 2004.
In all other respects the Credit Agreement is hereby ratified and
confirmed. If you are in agreement with the foregoing, please execute the
enclosed copy of this letter. The foregoing amendment will become effective upon
delivery to the Administrative Agent of executed counterparts to this letter by
you, the Guarantors (as defined in the Credit Agreement) and each of the Lenders
listed below.
Very truly yours,
ADMINISTRATIVE AGENT: MELLON BANK, N.A.,
as Administrative Agent and a Lender
By:_________________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President
Fourth Amendment to Fifth Amended and Restated Credit Agreement
LENDERS: PNC BANK, NATIONAL ASSOCIATION
By:_______________________________
Name:
Title:
BANK OF AMERICA
By:_______________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By:_______________________________
Name:
Title:
SUNTRUST BANK, ATLANTA
By:_______________________________
Name:
Title:
By: ______________________________
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:_______________________________
Name:
Title:
Fourth Amendment to Fifth Amended and Restated Credit Agreement
NATIONAL CITY BANK OF PENNSYLVANIA
By:_______________________________
Name:
Title:
SUMMIT BANK
By:_______________________________
Name:
Title:
PROVIDENT BANK OF MARYLAND
By:_______________________________
Name:
Title:
MANUFACTURERS AND TRADERS
TRUST COMPANY
By:_______________________________
Name:
Title:
FLEET NATIONAL BANK
By:_______________________________
Name:
Title:
Fourth Amendment to Fifth Amended and Restated Credit Agreement
CITIZENS BANK OF MASSACHUSETTS
By:_______________________________
Name:
Title:
CHEVY CHASE BANK, F.S.B.
By:_______________________________
Name:
Title:
FIRSTAR BANK, N.A.
By:_______________________________
Name:
Title:
IBM CREDIT CORPORATION
By:_______________________________
Name:
Title:
BANK AUSTRIA CREDITANSTALDT
CORPORATE FINANCE, INC.
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
Fourth Amendment to Fifth Amended and Restated Credit Agreement
ACCEPTED AND AGREED TO
THIS ________DAY OF _______________, 200__
NCO GROUP, INC.
By:________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
President and Chief Executive Officer
Each of the undersigned Guarantors confirms and agrees that the Guaranty
executed and delivered by it remains in full force and effect.
NCO BENEFIT SYSTEMS, INC.
NCO HOLDINGS, INC.
NCO FINANCIAL SYSTEMS INC.
NCO TELESERVICES, INC.
NCO FUNDING, INC.
FCA FUNDING, INC.
ASSETCARE, INC.
JDR HOLDINGS, INC.
JDR RECOVERY CORPORATION
INTERNATIONAL ACCOUNT SYSTEMS, INC.
COMPASS INTERNATIONAL SERVICES CORPORATION
DELIVERY VERIFICATION SERVICE, INC.
COMPASS TELESERVICES, INC.
By____________________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
as President and Chief Executive Officer of each
FINANCIAL COLLECTION AGENCIES, INC.
FCA LEASING, INC.
By:___________________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
as Treasurer of each
