Exhibit 10.3
THIS AMENDMENT TO NON-TRANSFERABLE COMMON STOCK PURCHASE WARRANT DATED
FEBRUARY 2, 1997 is made as of January 30, 2002 among NCO GROUP, INC. (the
"Company") and UBS AG, LONDON BRANCH ("the Holder").
WHEREAS, the Company issued CRW Financial, Inc. ("CRW") a
NON-TRANSFERABLE COMMON STOCK PURCHASE WARRANT DATED FEBRUARY 2, 1997 (the
"Warrant").
WHEREAS, Swiss Bank Corporation, London Branch purchased the Warrant
from CRW and subsequently merged into the Holder and the Holder is now a party
to the Warrant as Holder.
WHEREAS, the parties wish to document herein certain amendments to the
Warrant.
NOW, THEREFORE, intending to be legally bound hereby, the parties agree
as follows:
1. Amendment to Section 1.2. With effect from the effective date of
January 29, 2002, the parties agree to amend Section 1.2 of the Warrant by
deleting it and replacing it with the following:
"1.2 Cashless Exercise. The Holder shall have the option (the "Cashless
Exercise Option"), to exercise this Warrant, in whole but not in part, by the
surrender of this Warrant and the Form of Exercise (and without payment of the
Purchase Price in cash) in exchange for a number of whole shares of the
Company's Common Stock equal to the product of (a) the number of shares of
Company's Common Stock for which this Warrant is exercisable as of the business
day on which this Warrant is received by the Company or its counsel Blank Rome
Xxxxxxx & XxXxxxxx LLP (the "Cashless Exercise Date"), and (b) the Cashless
Exercise Ratio (the "Cashless Exercise"). The "Cashless Exercise Ratio" shall be
determined in accordance with the following formula:
Final Price on Cashless Exercise Date - Exercise Price
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Final Price on Cashless Exercise Date
where: "Final Price" means, on any day, the last reported sale price per share
of the Company's Common Stock for that day. The "Cashless Exercise Date" shall
be deemed the "Exercise Date" under the Warrant."
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2. Certain Understanding. UBS AG, London Branch hereby represents,
warrants, confirms and agrees that (i) UBS AG, London Branch, as the successor
in interest by merger to Swiss Bank Corporation, London Branch, acquired all
right, title and interest in and to the Warrant from CRW, (ii) UBS AG, London
Branch is the successor in interest by merger to Swiss Bank Corporation, London
Branch of its rights and obligations under the Warrant, the Registration Rights
Agreement dated as of February 2, 1997, the Transfer Agreement dated as of
January 26, 1998 and the Standstill Agreement dated February 1998 between Swiss
Bank Corporation, London Branch and NCO Group, Inc. (collectively, with the
Warrant, the "Warrant Documents"), and (iii) UBS AG, London Branch is the owner
and Holder of the Warrant. Based on the foregoing representations, NCO Group,
Inc. hereby acknowledges, confirms and agrees that UBS AG, London Branch is the
owner and Holder of the Warrant and is entitled to the rights and subject to the
obligations of Swiss Bank Corporation, London Branch (as its successor in
interest by merger) under the Warrant Documents.
3. Cashless Exercise of Warrant. UBS AG, London Branch hereby
irrevocably confirms its election to exercise the Warrant in full by the
Cashless Exercise Option pursuant to Section 1.2 of the Warrant. The parties
agree that the Cashless Exercise Date is January 29, 2002 and that the number of
Warrant Shares issuable upon such Cashless Exercise is 55,267 based on the
closing price of NCO Group, Inc.'s common stock of $21.60 per share as of such
date, as reported by Nasdaq. No additional shares are issuable under the
Warrant. UBS AG, London Branch shall cause the Warrant to be delivered to NCO
Group, Inc. or its counsel, Blank Rome Xxxxxxx & XxXxxxxx LLP, on or before the
execution of this Amendment. UBS AG, London Branch hereby rescinds all prior
attempts to exercise the Warrant and demand registration of the Warrant Shares.
4. Issuance of Certificate Without Restrictive Legend. UBS AG, London
Branch acknowledges that, to the extent that the Warrant Shares may be sold
pursuant to SEC Rule 144, they will not be "Registrable Securities" entitled to
registration rights under the Registration Rights Agreement. In the event that
the Warrant Shares are not eligible to be sold pursuant to SEC Rule 144 and UBS
AG, London Branch exercises its demand registration rights under the
Registration Rights Agreement, UBS AG, London Branch shall pay the costs and
fees of any demand registration statement prepared pursuant to the Registration
Rights Agreement.
5. Entire Agreement. This Amendment constitutes the entire agreement
and understanding of the parties with respect to its subject matter and
supersedes all oral communications and prior writings with respect thereto.
6. Definitions. All capitalized terms used in this Amendment (but not
defined herein) shall have the same meaning ascribed to them in the Warrant.
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7. Governing Law. This Amendment will be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania applicable to
agreements made and to be entirely performed within such Common wealth without
giving effect to principles of conflicts of laws.
8. Agreement Continuation. The Warrant Documents, as modified herein,
shall continue in full force and effect, and nothing herein contained shall be
construed as a waiver or modification of existing rights under any Warrant
Document, except as such rights are expressly modified hereby. This Amendment
shall survive the exercise of the Warrant.
9. Counterparts. This Amendment may be executed and delivered in
counterparts (including by facsimile transmission), each of which will be deemed
an original.
IN WITNESS WHEREOF, the parties have signed this Amendment as of the
date and year first above written.
Holder:
UBS AG, LONDON BRANCH
By: /s/ By: /s/
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Name: Xxxxxxx Xxxxxxx Name: Xxxx Xxxxx III
Title: Executive Director Title: Managing Director
Equities Equities
Company:
NCO GROUP, INC.
By: /s/
-------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: CEO
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