FIRST AMENDMENT TO
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT (this "Amendment"), dated as of March 24, 2000, to
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (the "Credit Agreement"), dated as
of December 31, 1999, by and between NCO GROUP, INC., a Pennsylvania corporation
("NCO Group" or the "Borrower" and sometimes an "Obligor") and the Lenders
listed on the signature pages hereto (together with other lenders party to the
Credit Agreement from time to time pursuant to Section 11.9 of the Credit
Agreement, and their successors and assigns, the "Lenders"), MELLON BANK, N.A.,
a national banking association ("Mellon") for itself and as Administrative Agent
for the other Lenders (in such capacity, together with its successors and
assigns in such capacity, the "Administrative Agent").
WHEREAS, the parties wish to amend the Credit Agreement on the terms
and conditions set forth below.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and intending to be legally bound hereby, the
Borrowers and the Lenders agree that the Credit Agreement is hereby amended as
follows:
1. Defined Terms. Capitalized terms not otherwise defined in this
Amendment will have the meanings that the Credit Agreement gives to those terms.
The Credit Agreement defines the term "Stock Payment" as follows:
"Stock Payment" by any Person shall mean any dividend, distribution
or payment of any nature (whether in cash, securities, or other
property) on account of or in respect of any shares of the capital
stock (or warrants, options or rights therefor) of such Person,
including but not limited to any payment on account of the purchase,
redemption, retirement, defeasance or acquisition of any shares of
the capital stock (or warrants, options or rights therefor) of such
Person, in each case regardless of whether required by the terms of
such capital stock (or warrants, options or rights) or any other
agreement or instrument.
2. Amendment to Credit Agreement. The Credit Agreement is hereby
amended as follows:
a. Section 6.6, page 41, Dividends and Related Distributions. The
section is amended to read in its entirety as follows:
Dividends and Related Distributions. No Obligor shall declare or
make any Stock Payment, or agree, become or remain liable
(contingently or otherwise) to do any of the foregoing, except that
(a) one Obligor may make a Stock Payment to another Obligor and (b)
during the year 2000, NCO Group may spend up to $20,000,000 of its
cash on hand (approximately $55,000,000 as of the date of the First
Amendment to the Credit Agreement) to repurchase shares of its
common stock provided that (1) NCO Group will not fund the
repurchases, directly or indirectly, with the proceeds of RC Loans
and (2) no Default or Event of Default will exist at the time of any
share repurchase or result from the share repurchase.
3. Representations and Warranties. The Borrower represents and warrants
to the Lenders as follows:
a. Credit Agreement. Each of the representations and warranties
contained in the Credit Agreement is accurate on and as of the date hereof.
b. No Defaults. As of the date hereof, no Default or Event of
Default exists.
4. Continuing Effectiveness of Credit Agreement. Except as amended
hereby, the Credit Agreement remains in full force and effect.
[Signatures begin on next page]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
NCO GROUP, INC.
By:____________________________________
Xxxxxxx X. Xxxxxxx,
President and Chief Executive Officer
[Signature page to First Amendment to NCO Credit Agreement]
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MELLON BANK, N.A.,
for itself and as Administrative Agent
By:_____________________________________
Xxxx X. Xxxxxxxx
Vice President
[Signature Page to First Amendment to NCO Credit Agreement]
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PNC BANK, NATIONAL ASSOCIATION
By:_____________________________________
Xxxxxx Xxxxxxxx
Vice President
[Signature Page to First Amendment to NCO Credit Agreement]
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XXXX XX XXXXXXX
By:_____________________________________
Xxxxxxx X. XxXxxxxx
Managing Director
[Signature Page to First Amendment to NCO Credit Agreement]
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FIRST UNION NATIONAL BANK
By:_____________________________________
Xxxx Xxxxxxxx
Vice President
[Signature Page to First Amendment to NCO Credit Agreement]
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XXXXXXXX XXXX, XXXXXXX
By:_____________________________________
Xxxxxx X. Xxxxxxx
Vice President
By:_____________________________________
Name:
Title:
[Signature Page to First Amendment to NCO Credit Agreement]
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XXXXX XXXX XX XXXXXXXXXX, N.A.
By:_____________________________________
J. Xxxxx Xxxxxx
Vice President
[Signature Page to First Amendment to NCO Credit Agreement]
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XXXXXXXX XXXX XXXX XX XXXXXXXXXXXX
By:_____________________________________
Xxxxxxx Xxxxxxxx
Assistant Vice President
[Signature Page to First Amendment to NCO Credit Agreement]
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XXXXXX XXXX
By:_____________________________________
Xxxx X. Xxxxxx
Vice President and Director
[Signature Page to First Amendment to NCO Credit Agreement]
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XXXXXXXXX XXXX XX XXXXXXXX
By:_____________________________________
Xxxxxxxx X. Xxxxxxx
Commercial Banking Officer
[Signature Page to First Amendment to NCO Credit Agreement]
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MANUFACTURERS AND TRADERS TRUST COMPANY
By:_____________________________________
Xxxxx X. Xxxxx
Assistant Vice President
[Signature Page to First Amendment to NCO Credit Agreement]
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FLEET NATIONAL BANK
By:_____________________________________
Xxxxxxx Xxxxx
Senior Vice President
[Signature Page to First Amendment to NCO Credit Agreement]
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XXXXXXXX XXXX XX XXXXXXXXXXXXX
By:_____________________________________
Xxxxxxx X. Xxxxxxx
Assistant Vice President
[Signature Page to First Amendment to NCO Credit Agreement]
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CHEVY CHASE BANK, F.S.B.
By:_____________________________________
Xxxxxx Xxxxx
Vice President
[Signature Page to First Amendment to NCO Credit Agreement]
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