SECOND SUPPLEMENTAL INDENTURE, dated as of July 16, 2000 (the "Supplemental
Indenture") between Outsourcing Solutions, Inc., a corporation organized under the laws of
the State of Delaware (the "Company"), and University Accounting Service, LLC, a Wisconsin
limited liability company ("Additional Guarantor") (as defined below) and Wilmington Trust
Company (the "Trustee"), as Trustee under the Indenture (as defined below). Capitalized
terms used and not defined herein shall have the same meanings given in the Indenture unless
otherwise indicated.
WHEREAS, the Company, the Guarantors thereto and the Trustee are parties to
that certain Indenture dated as of November 6, 1996 (the "Indenture") pursuant to which the
Company issued its 11% Senior Subordinated Notes 2006 (the "Notes") and the Guarantors
guaranteed the obligations of the Company under the Indenture and the Notes;
WHEREAS, pursuant to Section 4.18 of the Indenture, if the Company acquires or
creates any additional subsidiary which is a domestic Restricted Subsidiary, each such
subsidiary shall execute and deliver a supplemental indenture pursuant to which such
subsidiary shall unconditionally guaranty the Company's obligations under the Notes;
WHEREAS, each of the Additional Guarantors is a domestic Restricted Subsidiary
of the Company;
WHEREAS, the Company and the Trustee desire to have the Additional Guarantor
enter into this Supplemental Indenture and agree to guaranty the obligations of the Company
under the Indenture and the Notes and the Additional Guarantor desires to enter into the
Supplemental Indenture and to guaranty the obligations of the Company under the Indenture
and the Notes as of such date;
WHEREAS, Section 9.1 of the Indenture provides that the Company, the
Guarantors and the Trustee may, without the written consent of the holders of the
outstanding Notes, amend the Indenture as provided herein;
WHEREAS, by entering into this Supplemental Indenture, the Company, and the
Trustee have consented to amend the Indenture in accordance with the terms and conditions
herein; and
WHEREAS, each Guarantor hereby acknowledges and consents to amend the
Indenture in accordance with the terms and conditions herein;
WHEREAS, all acts and things prescribed by the Articles of Organization and
the Limited Liability Company Agreement (each as now in effect) of the Additional Guarantor
necessary to make this Supplemental Indenture a valid instrument legally binding on the
Additional Guarantor for the purposes herein expressed, in accordance with its terms, have
been duly done and performed;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Company, the
Additional Guarantor and the Trustee hereby agree for the benefit of each other and the
equal and ratable benefit of the holders of the Notes as follows:
1. Additional Guarantor as Guarantor. As of the date hereof and pursuant
to this Indenture Supplement, the Additional Guarantor shall become a Guarantor under clause
(ii) of the definition of Guarantor in the Indenture in accordance with the terms and
conditions of the Indenture and shall assume all rights and obligations of a Guarantor
thereunder.
2. Compliance with and Fulfillment of Condition of Section 4.18. The
execution and delivery of this Supplemental Indenture by the Additional Guarantor (along
with such documentation relating thereto as the Trustee shall require, including, without
limitation, an Opinion of Counsel as to the enforceability of the Supplemental Indenture and
an Officer's Certificate) fulfills the obligations of the Company under Section 4.18 of the
Indenture.
3. Construction. For all purposes of this Supplemental Indenture, except
as otherwise herein expressly provided or unless the context otherwise requires: (i) the
terms and expressions used herein shall have the same meanings as corresponding terms and
expressions used in the Indenture; and (ii) the words "herein," "hereof" and "hereby" and
other words of similar import used in this Supplemental Indenture refer to this Supplemental
Indenture as a whole and not to any particular Section hereof.
4. Trustee Acceptance. The Trustee accepts the amendment of the Indenture
effected by this Supplemental Indenture, as hereby amended, but only upon the terms and
conditions set forth in the Indenture, as hereby amended, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee in the performance
of its duties and obligations under the Indenture, as hereby amended. Without limiting the
generality of the foregoing, the Trustee has no responsibility for the correctness of the
recitals of fact herein contained which shall be taken as the statements of each of the
Company and the Additional Guarantor, respectively, and makes no representations as to the
validity or enforceability against any of the Company or the Additional Guarantor.
5. Indenture Ratified. Except as expressly amended hereby, the Indenture
is in all respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect.
6. Holders Bound. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every holder of the Notes heretofore or hereafter
authenticated and delivered shall be bound hereby.
7. Successors and Assigns. This Supplemental Indenture shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and
assigns.
8. Counterparts. This Supplemental Indenture may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an original,
and all of such counterparts shall together constitute one and the same instrument.
9. Governing Law. This Supplemental Indenture shall be governed by and
construed in accordance with the internal laws of the State of New York without giving
effect to principles of conflicts of laws.
IN WITNESS WHEREOF, the Company, the Additional Guarantor and the
Trustee have caused this Supplemental Indenture to be duly executed as of the date first
above written.
COMPANY:
OUTSOURCING SOLUTIONS INC.
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: President
ADDITIONAL GUARANTOR:
UNIVERSITY ACCOUNTING SERVICE, LLC.
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: President
TRUSTEE:
WILMINGTON TRUST COMPANY, not in its individual capacity but solely as trustee
By: /s/ Bruce L. Bisson
Bruce L. Bisson
Title: Vice President
ACKNOWLEDGED AND CONSENTED:
OSI SUPPORT SERVICES, INC.
(formerly known as Payco American Corporation)
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: President
OSI COLLECTION SERVICES, INC.
(formerly known as Payco-General American Credits, Inc.)
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: President
OSI EDUCATION SERVICES, INC.
(formerly known as University Accounting Service, Inc.)
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: President
JENNIFER LOOMIS & ASSOCIATES, INC.
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: President
ASSET RECOVERY & MANAGEMENT CORP.
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: President
QUALINK, INC.
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: President
INDIANA MUTUAL CREDIT ASSOCIATION, INC.
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: President
GRABLE, GREINER & WOLFF, INC.
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: President
PROFESSIONAL RECOVERIES, INC.
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: President
PAYCO AMERICAN INTERNATIONAL CORP.
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: President
OSI PORTFOLIO SERVICES, INC.
(formerly known as Account Portfolios, Inc.)
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: Chairman
GULF STATE CREDIT, L.L.C.
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: Chairman
PERIMETER CREDIT, L.L.C.
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: Chairman
NORTH SHORE AGENCY, INC.
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: Vice President
THE UNION CORPORATION
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: President
OSI OUTSOURCING SERVICES, INC.
(formerly known as Interactive Performance, Inc.)
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: Chairman
TRANSWORLD SYSTEMS, INC.
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: Vice President
UCO PROPERTIES, INC.
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: President
UNION SPECIALTY STEEL CASTING CORPORATION
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: President
UNION FINANCIAL SERVICES GROUP, INC.
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: President
AMERICAN RECOVERY COMPANY, INC.
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: President
C.S.N. CORP.
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: President
GENERAL CONNECTOR CORPORATION
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: President
U.C.O.-M.B.A. CORPORATION
By: /s/ Timothy G. Beffa
Timothy G. Beffa
Title: President
GUARANTEE
University Accounting Service, LLC (the "Guarantor") has unconditionally
guaranteed on a senior basis (the "Guarantee") that the Principal of, interest and
Additional Interest, if any, on and any Additional Amounts, if any, with respect to the
Security upon which this notation is endorsed, will be duly and punctually paid in full when
due, whether at maturity, by acceleration or otherwise, and interest on overdue Principal,
and (to the extent permitted by law) interest on any interest or Additional Interest, if
any, on or Additional Amounts, if any, with respect to the Securities and all other
Obligations of the Company to the Holders or the Trustee under the Securities or the
Indenture (including fees, expenses or other Obligations) will be promptly paid in full or
performed.
The obligations of the Guarantor to the Holders of Securities and to the
Trustee pursuant to the Guarantee and the Indenture and the Second Supplemental Indenture
are expressly set forth, and are senior obligations of each such Guarantor to the extent and
in the manner provided, in Article X of the Indenture, and reference is made to such
Indenture for the precise terms of the Guarantee therein made.
A trustee, director, officer, employee, stockholder or incorporator, as such
of the Guarantor shall not have any liability for any obligations of the Guarantor under the
Securities, the Indenture, the Supplemental Indenture or the Guarantee or for any claim
based on, in respect of, or by reason of, such obligations or their creation. Each Holder by
accepting a Security waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Guarantee.
All capitalized terms used but not defined herein shall have the meaning
ascribed to them in the Security upon which this notation is endorsed. As used herein the
"Second Supplemental Indenture" means the Second Supplemental Indenture, dated as of July 15,
2000, among the Company, the Original Guarantors (as defined therein), the Additional
Guarantors (as defined therein) and the Trustee.
The Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Securities upon which the Guarantee is noted shall have
been executed by the Trustee under the Indenture and the Second Supplemental Indenture by
the manual signature of one of its authorized officers.
Guarantor: University Accounting Service, LLC
By: /s/ Timothy G. Beffa
Name: Timothy G. Beffa
Title: President
Indiana Mutual Credit Association Inactive
Filed: 14 Nov 00, 12:00am