CREDIT AGREEMENT Dated as of November 15, 2006 Among COLLECT HOLDINGS, INC. as Parent COLLECT ACQUISITION CORP. which on the Closing Date shall be merged with and into NCO GROUP, INC. (with NCO Group, Inc. surviving such merger) and NCO FINANCIAL...Credit Agreement • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography • New York
CREDIT AGREEMENT (this “Agreement”) dated as of November 15, 2006 among COLLECT ACQUISITION CORP., a Pennsylvania corporation (to be succeeded upon the Merger as the Surviving Corporation, the “Initial Borrower”), NCO FINANCIAL SYSTEMS, INC., a Pennsylvania corporation (the “Initial Subsidiary Borrower”), COLLECT HOLDINGS, INC., a Delaware corporation (the “Parent”), the Subsidiary Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), the Issuing Banks (as hereinafter defined), the Swing Line Bank (as hereinafter defined), MORGAN STANLEY & CO. INCORPORATED (“MS&Co”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, the “Collateral Agent”) for the Secured Parties (as hereinafter defined), and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the “Administrative Agent” and, together with the Collateral Agent, the
EMPLOYMENT AGREEMENTEmployment Agreement • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography • Pennsylvania
EMPLOYMENT AGREEMENT (the “Agreement”), dated as of the 15th day of November 2006, between NCO GROUP, INC., a Pennsylvania corporation (the “Company”) and Stephen W. Elliott, an individual, (the “Employee”).
NCOP IX, LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENTLimited Liability Company Operating Agreement • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography • Nevada
This limited liability company operating agreement of NCOP IX, LLC, a Nevada limited liability company, is adopted as of the 10th day of January, 2007, by NCOP Nevada Holdings, Inc. as the sole Member.
NCO SUPPORT SERVICES, LLC LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography • Delaware
This limited liability company agreement of NCO Support Services, LLC, a Delaware limited liability company, is adopted as of the 30th day of September, 2004, by NCO Financial Systems, Inc. as the sole Member.
REGISTRATION RIGHTS AGREEMENT Dated November 15, 2006 among NCO GROUP, INC. THE GUARANTORS NAMED HEREIN and MORGAN STANLEY & CO. INCORPORATEDRegistration Rights Agreement • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into on November 15, 2006, among NCO GROUP, Inc., a Pennsylvania Corporation (the “Company”), and the guarantor signatories hereto (each, a “Guarantor” and collectively, the “Guarantors”), MORGAN STANLEY & CO. INCORPORATED, J.P. MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLP (collectively, the “Placement Agents”).
ROLLOVER AGREEMENTRollover Agreement • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography • New York
ROLLOVER AGREEMENT, dated as of July 21, 2006 (this “Agreement”), by and among COLLECT HOLDINGS, INC., a Delaware corporation (“Parent”), Michael Barrist and the several other individuals and entities named on Part A of Schedule I hereto (each a “Rollover Investor” and collectively, the “Rollover Investors”).
SUPPLEMENTAL INDENTURESupplemental Indenture • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 15, 2006, among NCO Group, Inc., a Pennsylvania corporation (the “Company”) and The Bank of New York, a New York banking corporation, as trustee under the Indenture referred to below (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography • New York
REGISTRATION RIGHTS AGREEMENT, dated as of November 15, 2006 (the “Agreement”), by and among Collect Holdings, Inc., a Delaware corporation (the “Company”), One Equity Partners II, L.P., a Cayman Islands limited partnership (“OEP II”), OEP II Co-Investors, L.P., a Cayman Islands limited partnership (“OEP II Co-Invest”), and OEP II Partners Co-Invest, L.P., a Cayman Islands limited partnership (“OEP II Partners Co-Invest,” and together with OEP II and OEP II Co-Invest, “OEP”), Michael Barrist (“Barrist”) and the other Non-OEP Investors (as such term is defined in the Stockholders Agreement). OEP, each of their Permitted Transferees that is or becomes a party to this Agreement and the Non-OEP Investors are sometimes referred to herein individually as an “Investor,” and collectively, as the “Investors.”
MANAGEMENT AGREEMENTManagement Agreement • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography • New York
THIS IS A MANAGEMENT AGREEMENT, dated as of November 15, 2006 (the “Agreement”), between One Equity Partners II, L.P., a Cayman Islands limited partnership (“OEP” or the “Service Provider”), and Collect Holdings, Inc., a Delaware corporation (the “Company”).
JOINDER AND AMENDMENT TO ROLLOVER AGREEMENTRollover Agreement • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography • New York
This Joinder to the Rollover Agreement is made and entered into as of November 15, 2006 by and among Collect Holdings, Inc., a Delaware corporation (“Parent”), Michael Barrist, Michael and Natalie Barrist Trust (the “MN Trust”), Annette H. Barrist (“Mrs. Barrist”) and Annette H. Barrist Trust (the “AB Trust”, and together with the MN Trust and Mrs. Barrist, the “Additional Investors”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Rollover Agreement, dated as of July 21, 2006, by and between Parent and Mr. Barrist (the “Agreement”).
STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography • New York
STOCK SUBSCRIPTION AGREEMENT, dated as of November 15, 2006 (this “Agreement”), by and among Collect Holdings, Inc., a Delaware corporation (“Parent”) and the several other individuals and entities listed on the signature pages hereto from time to time (each a “Purchaser” and collectively, the “Purchasers”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 27, 2007, among NCO Group, Inc., a Pennsylvania corporation (the “Company”) and The Bank of New York, a New York banking corporation, as trustee under the Indenture referred to below (the “Trustee”).
POWER OF ATTORNEYPower of Attorney • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography
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 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 registration statements (the “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 (i) exchange for outstanding Notes of like tenor and principal amount w
STOCKHOLDERS AGREEMENT COLLECT HOLDINGS, INC. Dated as of November 15, 2006Stockholders Agreement • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography • New York
STOCKHOLDERS AGREEMENT, dated as of November 15, 2006 (the “Agreement”), by and among (a) Collect Holdings, Inc., a Delaware corporation (the “Company”), (b) One Equity Partners II, L.P., a limited partnership organized under the laws of the Cayman Islands (“OEP II”), (c) OEP II Co-Investors, L.P., a limited partnership organized under the laws of the Cayman Islands (“OEP II Co-Invest”), and (d) OEP II Partners Co-Invest, L.P., a limited partnership organized under the laws of the Cayman Islands (“OEP II Partners Co-Invest,” and together with OEP II and OEP II Co-Invest, “OEP”), (e) Michael Barrist (“Barrist”), (f) the Persons set forth on Schedule I (the “Barrist Affiliated Parties”), (g) any Person prior to the effective time of the Merger who enters into a rollover agreement with the Company, and the Persons set forth on Schedule II attached hereto (together with Barrist and the Barrist Affiliated Parties, the “Rollover Investors,”), (h) any recipient of restricted stock pursuant to
EMPLOYMENT AGREEMENTEmployment Agreement • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography • Pennsylvania
EMPLOYMENT AGREEMENT (the “Agreement”), dated as of the 15th day of November 2006, by and between NCO GROUP, INC., a Pennsylvania corporation (the “Company”), and MICHAEL BARRIST, an individual (the “Executive”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography
Agreement and Plan of Merger (the “Plan of Merger”), dated as of February 27, 2007, by and between NCO Group, Inc., a Pennsylvania corporation (“NCO”), and Collect Holdings, Inc. (“Parent,” and, after the Effective Time, as defined below, the “Surviving Corporation”), a Delaware corporation and the owner of all of the issued and outstanding capital stock of NCO.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 27, 2007, among Collect Holdings, 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”).
SECURITY AGREEMENT Dated November 15, 2006 From The Grantors referred to herein as Grantors to MORGAN STANLEY & CO. INCORPORATED as Collateral AgentSecurity Agreement • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography • New York
SECURITY AGREEMENT dated November 15, 2006 made by COLLECT ACQUISITION CORP., a Pennsylvania corporation ( “Collect”), NCO FINANCIAL SYSTEMS, INC., a Pennsylvania corporation (together with Collect, the “Borrower”), COLLECT HOLDINGS, INC., a Delaware corporation, (the “Parent”) and the Subsidiary Guarantors (as defined in the Credit Agreement (as hereinafter defined)) and the other Persons listed on the signature pages hereof (the Borrower and the Persons so listed being, collectively, the “Grantors”), to MORGAN STANLEY & CO. INCORPORATED (“MS&Co”), as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to Article VII of the Credit Agreement (as hereinafter defined), the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement).
ONE EQUITY PARTNERS II, L.P.Financial Advisory Agreement • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography
Reference is made to the Agreement and Plan of Merger, dated as of July 21, 2006, (the “Merger Agreement”) by and among Collect Holdings, Inc., a Delaware corporation (“Parent”), Collect Acquisition Corp., a Pennsylvania corporation (“Acquisition”), and NCO Group, Inc., a Pennsylvania corporation (the “Company”), pursuant to which Acquisition shall merge with and into the Company, the separate corporate existence of Acquisition shall cease, and the Company shall continue as the surviving corporation (the “Merger”).
NCOP CAPITAL RESOURCE, LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENTLimited Liability Company Operating Agreement • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography • Nevada
This limited liability company operating agreement of NCOP Capital Resource, LLC, a Nevada limited liability company, is adopted as of the 24th day of June, 2005, by NCOP Nevada Holdings, Inc. as the sole Member.
STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography • New York
STOCK SUBSCRIPTION AGREEMENT, dated as of November 14, 2006 (this “Agreement”), by and among Collect Holdings, Inc., a Delaware corporation (“Parent”), One Equity Partners II, L.P., a Cayman Islands limited partnership (“OEP II”), OEP II Co-Investors, L.P., a Cayman Islands limited partnership (“OEP II Co-Invest”), and OEP II Partners Co-Invest, L.P., a Cayman Islands limited partnership (“OEP II Partners Co-Invest,” and together with OEP II and OEP Co-Invest, “OEP”), and the several other individuals and entities listed on the signature pages hereto from time to time (each an “Other Purchaser” and collectively, the “Other Purchasers” and, together with OEP, each a “Purchaser” and collectively, the “Purchasers”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”) dated November 15, 2006, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of MORGAN STANLEY & CO. INCORPORATED (“MS&Co”), as collateral agent (the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 27, 2007, among Collect Holdings, 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”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 27, 2007, among NCO Group, Inc., a Pennsylvania corporation (the “Company”) and The Bank of New York, a New York banking corporation, as trustee under the Indenture referred to below (the “Trustee”).
