STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • March 31st, 2008 • NCO Group, Inc. • Services-consumer credit reporting, collection agencies • New York
STOCK SUBSCRIPTION AGREEMENT, dated as of February 27, 2008 (this “Agreement”), by and among NCO Group, 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 Co-Invest, “OEP”) and the several other individuals and entities listed on the signature pages hereto (each a “Preemptive Purchaser” and collectively, the “Preemptive Purchasers” and, together with OEP, each a “Purchaser” and collectively, the “Purchasers”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 31st, 2008 • NCO Group, Inc. • Services-consumer credit reporting, collection agencies • 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 February 29, 2008, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of CITIZENS BANK OF PENNSYLVANIA (“Citizens”), as collateral agent (the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
AGREEMENT AND PLAN OF MERGER BY AND AMONG OUTSOURCING SOLUTIONS INC., NCO GROUP, INC. AND NCO ACQUISITION SUB, INC. DATED AS OF DECEMBER 11, 2007Merger Agreement • March 31st, 2008 • NCO Group, Inc. • Services-consumer credit reporting, collection agencies • Delaware
This Agreement and Plan of Merger (the “Agreement”) is made and entered into as of December 11, 2007, by and among Outsourcing Solutions Inc., a Delaware corporation (“OSI”), NCO Group, Inc., a Delaware corporation (“Buyer”), and NCO Acquisition Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Buyer (“Acquisition Subsidiary”).
SECURITY AGREEMENT SUPPLEMENTSecurity Agreement • March 31st, 2008 • NCO Group, Inc. • Services-consumer credit reporting, collection agencies • New York
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 31st, 2008 • NCO Group, Inc. • Services-consumer credit reporting, collection agencies • New York
This FIRST AMENDMENT (this “First Amendment”) dated as of February 8, 2008 (the “Approval Date”) by and among NCO GROUP, INC. (the “Parent Borrower”), NCO FINANCIAL SYSTEMS, INC. (the “Subsidiary Borrower” and, together with the Parent Borrower, the “Borrower”), certain Guarantors under the Credit Agreement (as defined below) (the “Guarantors”), CITIZENS BANK OF PENNSYLVANIA (“Citizens”), and RBS SECURITIES CORPORATION d/b/a RBS GREENWICH CAPITAL (“RBSGC”), as lead arranger and bookrunner (the “Lead Arranger”) and the Lenders pursuant to the Credit Agreement (the “Lenders”), is entered into in connection with that certain CREDIT AGREEMENT dated as of November 15, 2006 (without giving effect to the First Amendment, the “Existing Credit Agreement” and as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Collect Acquisition Corp. (the “Initial Borrower”), the Initial Subsidiary Borrower, Collect Holdings, Inc., a Delaware cor
