TRANSFER AGREEMENT
This Transfer Agreement is dated as of this 26th day of January 1998 by
and among the NCO Group, Inc., a Pennsylvania corporation ("NCO"), CRW
Financial, Inc., a Delaware corporation ("CRW"), and Swiss Bank Corporation,
London Branch, a corporation organized under the laws of Switzerland ("Swiss
Bank").
BACKGROUND
Pursuant to the terms of the Asset Acquisition Agreement (the "Asset
Acquisition Agreement") dated as February 2, 1997 by and among CRW, NCO, Kaplan
& Xxxxxx, Inc., CRWF Acquisition, Inc. and K&K Acquisition, Inc., on February 2,
1997 NCO acquired the remaining collection business of CRW and its subsidiaries.
As partial consideration of such sale, NCO issued a warrant to CRW exercisable
for 250,000 (375,000 on a post-split basis) shares of Common Stock of NCO. A
copy of this warrant (the "Warrant") is attached as Exhibit A hereto. CRW
desires to transfer all or a portion of the Warrant to Swiss Bank and the
parties desire to provide for the other matters.
NOW, THEREFORE, in consideration of and in reliance on the respective
representations, warranties and covenants contained herein and intending to be
legally bound hereby, the parties hereto agree as follows:
1. NCO hereby consents to the transfer by CRW to Swiss Bank and CRW is
transferring to Swiss Bank, in one or a series of transactions, of all or any
portion of the Warrant, provided that NCO receives an opinion of counsel as
required by Section 8(a) of the Warrant and Swiss Bank executes and delivers the
Standstill Agreement attached hereto as Exhibit B.
2. Section 3(a) of the Registration Rights Agreement dated February 2, 1997
between CRW and NCO (the "registration Rights Agreement") is hereby deleted in
its entirety.
3. NCO hereby consents to the assignment to Swiss Bank all of CRW's rights and
obligations under the Warrant and Registration Rights Agreement, each as amended
by this Transfer Agreement. Swiss Bank hereby assumes all of the obligations of
CRW under (i) that portion of the Warrant that is transferred to Swiss Bank and
(ii) the Registration Rights Agreement with respect to that portion of the
Warrant and underlying shares that are transferred to Swiss Bank.
4. Section 6(b)(d) of the Warrant is hereby deleted in its entirety.
5. All other provisions of the Warrant and the Registration Rights Agreement
shall remain in effect without modification.
6. CRW shall pay the first $5,000 of NCO's legal expenses incurred in connection
with the transactions contemplated hereby.
7. This Amendment shall be effective, and shall be binding on the parties to the
Agreement when executed by the parties. This Amendment may be executed in two or
more counterparts, each of which shall be binding as of the date first written
above, and all of which shall constitute one and the same instrument. Each such
copy shall be deemed an original, and it shall not be necessary in making proof
of this Amendment to produce or account for more than one such counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
Agreement as of the date set forth above.
NCO GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Chief Financial Officer
CRW FINANCIAL, INC.
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx
Chief Financial Officer
SWISS BANK CORPORATION, LONDON BRANCH
By: /s/ Xxxxxxxxx Xxxxxx
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Xxxxxxxxx Xxxxxx
Managing Director
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
Associate Director
