0001193125-04-007364 Sample Contracts

Contract
Call Center Services Agreement • January 22nd, 2004 • RMH Teleservices Inc • Services-business services, nec

[*] means that such portion of this Exhibit has been omitted pursuant to a request for confidential treatment and has been filed separately with the United States Securities and Exchange Commission.

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SIXTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • January 22nd, 2004 • RMH Teleservices Inc • Services-business services, nec • New York

THIS SIXTH AMENDMENT (this “Sixth Amendment”) is made and entered into as of October 2, 2003 by and between RMH TELESERVICES, INC., a Pennsylvania corporation (the “Borrower”), and WELLS FARGO FOOTHILL, INC. (formerly known as Foothill Capital Corporation), a California corporation (the “Lender”).

SEVENTH AMENDMENT TO, AND WAIVER UNDER, LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 22nd, 2004 • RMH Teleservices Inc • Services-business services, nec • New York

THIS SEVENTH AMENDMENT TO, AND WAIVER UNDER, LOAN AND SECURITY AGREEMENT (this “Seventh Amendment”) is made and entered into as of November 24, 2003, by and between RMH TELESERVICES, INC., a Pennsylvania corporation (the “Borrower”), and WELLS FARGO FOOTHILL, INC. (formerly known as Foothill Capital Corporation), a California corporation (the “Lender”).

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 22nd, 2004 • RMH Teleservices Inc • Services-business services, nec

THIS FIRST AMENDMENT TO THAT CERTAIN AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of January 22, 2004, by and among NCO GROUP, INC., a Pennsylvania corporation (the “Parent”), NCOG ACQUISITION CORPORATION, a Pennsylvania corporation and a wholly-owned subsidiary of the Parent (the “Purchaser”), and RMH TELESERVICES, INC., a Pennsylvania corporation (the “Company”).

SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Settlement Agreement • January 22nd, 2004 • RMH Teleservices Inc • Services-business services, nec • New York

RMH Teleservices, Inc. and its affiliates, (“RMH”), on the one hand, and WORLDCOM, Inc. and all affiliated and related Debtors in Cases nos. 02-13533 (ajg), et seq. (jointly administered) pending in the United States Bankruptcy Court for the Southern District of New York (“WorldCom” or “Debtors”) on the other hand, for their Settlement Agreement and Mutual Release (the “Agreement”), agree as follows:

EIGHTH AMENDMENT TO, AND WAIVER AND CONSENT UNDER, LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 22nd, 2004 • RMH Teleservices Inc • Services-business services, nec • New York

THIS EIGHTH AMENDMENT TO, AND WAIVER AND CONSENT UNDER, LOAN AND SECURITY AGREEMENT (this “Eighth Amendment”) is made and entered into as of January 15, 2004, by and between RMH TELESERVICES, INC., a Pennsylvania corporation (the “Borrower”), and WELLS FARGO FOOTHILL, INC. (formerly known as Foothill Capital Corporation), a California corporation (the “Lender”).

Contract
Call Center Services Agreement • January 22nd, 2004 • RMH Teleservices Inc • Services-business services, nec

[*] means that such portion of this Exhibit has been omitted pursuant to a request for confidential treatment and has been filed separately with the United States Securities and Exchange Commission.

FIFTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • January 22nd, 2004 • RMH Teleservices Inc • Services-business services, nec • New York

THIS FIFTH AMENDMENT (this “Fifth Amendment”) is made and entered into as of September 22, 2003 by and between RMH TELESERVICES, INC., a Pennsylvania corporation (the “Borrower”), and WELLS FARGO FOOTHILL, INC. (formerly known as Foothill Capital Corporation), a California corporation (the “Lender”).

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