Jennifer Loomis & Associates 424B3 Prospectus supplement

Filed Pursuant to Rule 424(b)(3)

File Number 333-150885

Supplement No. 6

(To prospectus dated July 3, 2008)

NCO GROUP, INC.

$165,000,000 Floating Rate Senior Notes due 2013

$200,000,000 11.875% Senior Subordinated Notes due 2014

This prospectus supplement No. 6 supplements and amends the prospectus dated July 3, 2008, as supplemented and amended by prospectus supplement No. 1 dated August 12, 2008, prospectus supplement No. 2 dated September 30, 2008, prospectus supplement No. 3 dated November  26, 2008, prospectus supplement No. 4 dated December 12, 2008, and prospectus supplement No. 5 dated March 13, 2009  (the “Prospectus”).  This prospectus supplement should be read in conjunction with the Prospectus and may not be delivered or utilized without the Prospectus.

On March 26,  2009, NCO Group, Inc. filed with the Securities and Exchange Commission a current report on Form 8-K which included the attached information.

The date of this prospectus supplement is March 26,  2009.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 25, 2009

NCO Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	333-150885	02-0786880
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
507 Prudential Road, Horsham, Pennsylvania		19044
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code (215) 441-3000
	Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On March 25, 2009, NCO Group, Inc. (the “Company”) entered into the Second Amendment to Credit Agreement by and among the Company, NCO Financial Systems, Inc., certain guarantors under the Credit Agreement (defined below), Citizens Bank of Pennsylvania as the administrative agent, Citizens Bank of Pennsylvania as sole issuing bank and certain lenders (the “Second Amendment”). The Second Amendment amended the Credit Agreement dated as of November 15, 2006 among the Company, NCO Financial Systems, Inc., the subsidiary guarantors party thereto, and the lenders party thereto, as amended pursuant to the First Amendment to Credit Agreement dated as of February 8, 2008 (as amended, the “Credit Agreement”).  The Second Amendment amends the Credit Agreement to, among other things: (i) adjust the financial covenants, including increasing maximum leverage ratios, decreasing minimum interest coverage ratios, and increasing maximum capital expenditure limitations; (ii) increase the margin applicable to base rate borrowings and LIBOR borrowings by 0.75 percent per annum; (iii) create a minimum LIBOR of 2.50 percent per annum; (iv) create a minimum base rate of LIBOR plus 1.00 percent per annum; (v) increase the letter-of-credit subfacillity to $30 million; (vi) permit the Company under certain circumstances to increase the size of its revolving credit facility by up to $50 million in the aggregate; and (vii) limit the Company’s ability to invest in purchased accounts receivable under certain circumstances.  Following the amendment and after giving effect to the repayment of certain amounts owed under the Credit Agreement with the proceeds of the equity sale described under Item 3.02 below, as of March 25, 2009 the balance outstanding on the term loan B was $573.6 million and the balance outstanding on the revolving credit facility was $47.5 million.  The Company had $35.0 million of remaining availability under the revolving credit facility as of March 25, 2009.   A copy of the Second Amendment is attached as exhibit 10.1 hereto and is incorporated herein by reference.

The lenders or their affiliates have in the past engaged, and may in the future engage, in transactions with and perform services, including commercial banking, financial advisory and investment banking services, for the Company and its affiliates in the ordinary course of business for which they have received or will receive customary fees and expenses. One Equity Partners, a significant stockholder of the Company, manages certain investments and commitments for JP Morgan Chase & Co., an affiliate of JPMorgan Chase Bank, N.A., in direct private equity transactions. JPMorgan Chase Bank, N.A. is a lender under our Credit Agreement. One Equity Partners is managed by OEP Holding Corporation, a wholly-owned indirect subsidiary of JPMorgan Chase & Co.

Item 3.02 Unregistered Sales of Equity Securities.

On March 25, 2009, the Company issued and sold, and One Equity Partners, Michael J. Barrist and certain members of executive management, and other co-investors purchased, an aggregate of 147,447.3 shares of the Company’s Series B-1 19% PIK Preferred Stock, par value $0.01 per share, and 20,973.7 shares of the Company’s Series B-2 19% Preferred Stock, par value $0.01 per share (collectively, the “Series B Preferred Stock”), each at a per share price of $237.50, for an aggregate purchase price of $40 million in cash.  Purchasers of the Series B Preferred Stock entered into a Subscription Agreement with the Company, a copy of the form of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Company used the proceeds from the sale of the Series B Preferred Stock to pay $22.5 million of amounts owed under the Company’s revolving credit facility, to prepay, in part, $15 million of the Company’s outstanding term loan B facility, and pay $2.5 million of fees and expenses incurred in connection with the Second Amendment.

The shares of Series B Preferred Stock were sold in a private placement transaction that was exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), by virtue of Section 4(2) of the 1933 Act and Regulation D promulgated thereunder.  Each of the investors represented in the Subscription Agreement, among other things, that the investor was acquiring the shares of Series B Preferred Stock for investment for the investor’s account and that the investor was an “accredited investor” within the meaning of Regulation D.  There were no underwriting discounts or commissions paid in connection with the sale.

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Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

No.	Description
10.1	Second Amendment to Credit Agreement dated as of March 25, 2009 by and among the Company, NCO Financial Systems, Inc., certain guarantors under the Credit Agreement, Citizens Bank of Pennsylvania as the administrative agent, Citizens Bank of Pennsylvania as sole issuing bank and certain lenders.
99.1	Form of Stock Subscription Agreement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NCO GROUP, INC.
Date: March 26, 2009	By:	/s/ John R. Schwab
	Name:	John R. Schwab
	Title:	Executive Vice President, Finance and Chief Financial Officer

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Exhibit Index

No.	Description
10.1	Second Amendment to Credit Agreement dated as of March 25, 2009 by and among the Company, NCO Financial Systems, Inc., certain guarantors under the Credit Agreement, Citizens Bank of Pennsylvania as the administrative agent, Citizens Bank of Pennsylvania as sole issuing bank and certain lenders.
99.1	Form of Stock Subscription Agreement.

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Exhibit 10.1

EXECUTION VERSION

SECOND AMENDMENT

TO

CREDIT AGREEMENT

This SECOND AMENDMENT (this “Second Amendment”) to the Credit Agreement (as defined below), dated as of March 25, 2009 (the “Second Amendment Effective Date”) is entered into by and among NCO GROUP, INC. (the “Parent Borrower”), NCO FINANCIAL SYSTEMS, INC. (the “Subsidiary Borrower” and, together with the Parent Borrower, collectively, the “Borrower”), certain Guarantors under the Credit Agreement (as defined below) (the “Guarantors”), CITIZENS BANK OF PENNSYLVANIA (“Citizens”), as Administrative Agent, Citizens Bank of Pennsylvania as sole Issuing Bank and the Required Lenders pursuant to the Credit Agreement.

The “Credit Agreement” is that certain Credit Agreement dated as of November 15, 2006, among Collect Acquisition Corp., the Initial Subsidiary Borrower, Collect Holdings, Inc. (now known as NCO Group, Inc.), a Delaware corporation, the Subsidiary Guarantors party thereto, the Lenders party thereto, the Issuing Banks, the Swing Line Bank, Morgan Stanley & Co. Incorporated (“MS&Co”), as collateral agent for the Secured Parties and Morgan Stanley Senior Funding, Inc. (“MSSF’) as administrative agent for the Lender Parties, as amended pursuant to the First Amendment to Credit Agreement dated as of February 8, 2008 pursuant to which certain provisions of the Credit Agreement were amended and pursuant to which Citizens replaced MS&Co and MSSF as collateral agent and administrative agent (the “Existing Credit Agreement”), and as such Credit Agreement as it may be further amended, restated, supplemented or otherwise modified from time to time.  All capitalized terms not otherwise defined herein have the meanings set forth in the Credit Agreement giving effect to this Second Amendment (the “As-Amended Credit Agreement”).

A.   The Borrower has requested that the Existing Credit Agreement be amended to, among other things, modify certain covenants and interest rates, and provide for the availability of an incremental revolving credit facility.

B.  The Required Lenders and the Issuing Banks are willing to approve such amendments on the terms and subject to the conditions of this Second Amendment.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.  Amendment of the Credit Agreement.  The Credit Agreement is hereby amended, effective as of the Second Amendment Effective Date, as follows:

1.  Section 1.01 of the Credit Agreement (Certain Defined Terms) is hereby amended by inserting the following definitions in alphabetical order:

“Applicable Incremental Lenders” means, as to any Incremental Facility, the Increasing Lenders under such Incremental Facility in their capacity as such, together with the Assuming Lenders for the applicable Incremental Facility.

“Incremental Commitment” has the meaning specified in Section 2.17(a).

“Incremental Facility” has the meaning specified in Section 2.17(a).

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“Initial Incremental Advance” means, with respect to any Incremental Facility, the advance funded by the Applicable Incremental Lenders on the applicable Increase Date pursuant to Section 2.17(d)(iii), in the amount which, after giving effect to the funding of the Initial Incremental Advance, will cause the percentage of such Initial Incremental Advance relative to the aggregate amount of such Incremental Facility to equal the percentage of the outstanding Revolving Credit Advances relative to the aggregate Revolving Credit Commitments of the Lenders (including accrued unpaid interest, and excluding the Initial Incremental Advances and Incremental Commitments under the applicable Incremental Facility) as of such Increase Date.

“Other Incremental Lender” means (i) any Eligible Assignee, (ii) any commercial bank having total assets and net worth each in excess of $100,000,000, and (iii) any finance company, insurance company, or other institution or fund that is engaged in making, purchasing, or otherwise investing in commercial loans in the ordinary course of its business and having total assets and net worth each in excess of $100,000,000.

 “Second Amendment” means that certain Second Amendment to Credit Agreement dated March 25, 2009 among the Initial Borrower, the Initial Subsidiary Borrower, the Guarantors, Citizens, and the Lenders party thereto.

“Second Amendment Effective Date” has the meaning specified in Section 3 of the Second Amendment.

2.  Section 1.01 of the Credit Agreement (Certain Defined Terms) is hereby amended as follows:

(i) The definition of “Advance” is hereby amended by deleting such definition in its entirety and replacing such definition with the following:

“Advance” means a Term B Advance, a Revolving Credit Advance (including without limitation any Advance under an Incremental Facility), a Swing Line Advance or a Letter of Credit Advance.

(ii) The definition of “Applicable Margin” is hereby amended by deleting such definition in its entirety and replacing such definition with the following:

“Applicable Margin” means (a) in respect of the Revolving Credit Facility, a percentage per annum determined by reference to the Leverage Ratio as set forth below:

Leverage Ratio	Base Rate Advances		Eurodollar Rate Advances
Level I Less than 3.0:1	2.25	%	3.25	%
Level II 3.0:1 or greater, but less than 4.0:1	2.50	%	3.50	%
Level III 4.0:1 or greater	2.75	%	3.75	%

(b) in respect of the Swing Line Facility, a percentage per annum determined by reference to the Leverage Ratio as set forth above for Base Rate Advances; and

(c) in respect of the Term B Facility, a percentage per annum determined by reference to the Leverage Ratio as set forth below:

Leverage Ratio	Base Rate Advances		Eurodollar Rate Advances
Level I Less than 3.5:1.0	3.75	%	4.75	%
Level II 3.5:1.0 or greater	4.00	%	5.00	%

The Applicable Margin for each Base Rate Advance shall be determined by reference to the Leverage Ratio in effect from time to time and the Applicable Margin for each Eurodollar Rate Advance shall be determined by reference to the Leverage Ratio in effect on the first day of each Interest Period for such Advance; provided, however, that (A) no reduction in the Applicable Margin shall be effective until three Business Days after the date on which the Administrative Agent receives the financial statements required to be delivered pursuant to Section 5.03(b) or (c), as the case may be, and a certificate of the Chief Financial Officer of the Borrower demonstrating such Leverage Ratio and (B) the Applicable Margin shall be at Level III (in the case of the Revolving Credit Facility and the Swing Line Facility) and at Level II (in the case of the Term B Facility) for so long as the Borrower has not submitted to the Administrative Agent the information described in clause (A) of this proviso as and when required under Section 5.03(b) or (c), as the case may be; provided, that no increase in the Applicable Margin (other than on the Second Amendment Effective Date) shall be effective under this clause (B) until 5 Business Days after the date on which the Borrower receives written notice from the Administrative Agent providing the effective date of such increase and the precise reason for such increase.

(iii) The definition of “Appropriate Lender” is hereby amended by deleting such definition in its entirety and replacing such definition with the following:

“Appropriate Lender” means, at any time, with respect to (a) any of the Term B Facility or the Revolving Credit Facility (including without limitation any Incremental Facility

already in effect as of such time, after giving effect to the Initial Incremental Advance, if any, which has been made with respect to such Incremental Facility), or any Incremental Facility (with respect to the Initial Incremental Advance, if any made under such Incremental Facility pursuant to Section 2.17(d)(iii)), a Lender that has a Commitment with respect to such Facility at such time, (b) the Letter of Credit Facility, (i) any Issuing Bank and (ii) if the other Revolving Credit Lenders have made Letter of Credit Advances pursuant to Section 2.03(c) that are outstanding at such time, each such other Revolving Credit Lender and (c) the Swing Line Facility, (i) the Swing Line Bank and (ii) if the other Revolving Credit Lenders have made Swing Line Advances pursuant to Section 2.02(b) that are outstanding at such time, each such other Revolving Credit Lender.

(iv) The definition of “Base Rate” is hereby amended by deleting such definition in its entirety and replacing such definition with the following:

“Base Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of:

(a)           the rate of interest published by The Wall Street Journal from time to time, as the prime lending rate (in the event that The Wall Street Journal shall, for any reason, fail or cease to publish the prime lending rate, the Administrative Agent shall choose a reasonably comparable index or source to use as the basis for the Base Rate);

(b)           1/2 of 1% per annum above the Federal Funds Rate; and

(c)           the then-current Eurodollar Rate that would be applicable to loans of a three-month term made at such time, plus 1.00% per annum.

(v) The definition of “Commitment” is hereby amended by deleting such definition in its entirety and replacing such definition with the following:

“Commitment” means a Term B Commitment, a Revolving Credit Commitment (including without limitation any Incremental Commitments then in effect pursuant to an Incremental Facility), a Letter of Credit Commitment.

(vi) The definition of “Eurodollar Rate” is hereby amended by deleting such definition in its entirety and replacing such definition with the following:

“Eurodollar Rate” means, for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing, an interest rate per annum equal to the rate per annum obtained by dividing (a) the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for deposits in U.S. dollars at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period for a period equal to such Interest Period (provided that (A) if for any reason such rate is not available, the term “Eurodollar Rate” shall mean, for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such

rates, and (B) if the rate otherwise determined pursuant to this clause (a), whether pursuant to part (A) of this parenthetical or otherwise, is less than 2.50% per annum, then for purposes of this Agreement and the Loan Documents, such rate shall be deemed to be 2.50% per annum) by (b) a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for such Interest Period.

(vii) The definition of “Disqualified Stock” is hereby amended by adding the following clause after the word “payment” in clause (a) of such definition: “(other than payments made in Equity Interests which are not otherwise Disqualified Stock)”.

(viii) The definition of “Facility” is hereby amended by deleting such definition in its entirety and replacing such definition with the following:

“Facility” means the Term B Facility, the Revolving Credit Facility (including without limitation any Incremental Facility after the satisfaction or waiver of the conditions and actions prescribed in Section 2.17(d)), the Swing Line Facility, or the Letter of Credit Facility.

(ix) The definition of “Letter of Credit Commitment” is hereby amended by the deletion of the final sentence thereof, and the replacement of such sentence with the following:

The aggregate amount of the Letter of Credit Commitments as of the date hereof is $30,000,000.

3.  Section 2.06(b)(ii) (Mandatory Prepayments) is hereby amended by deleting part (y) of the proviso to clause (B) thereof and replacing it with the following:

(y) from the issuance or sale of Equity Interests to any Person as long as such Net Cash Proceeds are (I) designated (in a written notice to the Administrative Agent) upon receipt thereof by any Loan Party for use to pay for (1) any purchase, acquisition or other investment permitted under Section 5.02(f)(vi) and/or (2) any prepayment, repurchase or redemption of the Senior Notes, the Senior Subordinated Notes and/or Refinanced Notes (including, without limitation, pursuant to open market purchases or secondary market purchases at a discount) permitted pursuant to Section 5.02(j)(i)(D)(3), (II) maintained, in a deposit account subject to an account control agreement, as collateral for the Obligations and not used for any purpose other than those described in clause (I) above, and (III) used for purposes described in clause (I) above within twelve (12) months following the date of such issuance or sale, by any Loan Party (and, if not so used within twelve (12) months, used to prepay Term B Advances on the first anniversary of the receipt thereof by any Loan Party).

4.  Section 2.17 (Incremental Facilities) is hereby deleted in its entirety and replaced with the following:

Section 2.17. Incremental Facilities.  (a)  The Borrower may, from time to time, by notice to the Administrative Agent, request an increase in the Revolving Credit Facility (each such facility increase being an “Incremental Facility”), pursuant to additional commitments (the “Incremental Commitments”), in an aggregate principal amount for all such Incremental Facilities not to exceed $50,000,000 for all Incremental Facilities, each of which is to be effective as of a date that is at least 180 days prior to the Termination Date then in effect in respect of the Revolving Credit Facility (such date for each such Incremental Facility, the “Increase Date”), as specified in the related notice to

the Administrative Agent; provided, however, that (i) in no event shall any Incremental Facility be in a principal amount of less than $10,000,000 (or such lesser amount as shall be approved by the Administrative Agent); (ii) the total Incremental Commitments at any time shall not exceed 50% of the amount of payments of principal made on the Term B Advances (including without limitation any prepayment of principal made on the Term B Advances with Net Cash Proceeds of an asset sale permitted under Section 5.02(e)(xii)) from and including the date of the Second Amendment until (and including) the Increase Date; (iii) there shall be no more than four (4) Incremental Facilities (or such greater number as shall be approved by the Administrative Agent); (iv) on the Increase Date, the applicable conditions set forth in Sections 3.02(a)(i)(y) and 3.02(a)(ii), and in clause (d) of this Section 2.17, shall be satisfied or waived by the Applicable Incremental Lenders holding a majority-in-interest of the Incremental Commitments under the applicable Incremental Facility; (v) as of the last day of the fiscal quarter of the Borrower immediately preceding the Increase Date, after giving pro forma effect to any such Incremental Facility and any borrowing made thereunder and other customary and appropriate pro forma adjustment events, including any acquisitions or dispositions or repayment of Debt after the beginning of such fiscal quarter but prior to or substantially contemporaneously with any borrowing under the Revolving Credit Facility related to the Incremental Facility becoming effective, the Borrower shall be in pro forma compliance with all financial covenants set forth in Section 5.04; (vi) on the Increase Date, after giving pro forma effect to any such Incremental Facility, no Default or Event of Default shall have occurred and be continuing; (vii) the interest rates applicable to any Incremental Facility shall be determined by the Borrower and the Applicable Incremental Lenders; provided that if the Applicable Margin (or pricing grid thereunder) relating to any Incremental Facility exceeds the Applicable Margin (or pricing grid thereunder) then applicable to the Revolving Credit Advances (as previously adjusted, whether pursuant to this clause or otherwise), the Applicable Margin and/or pricing grid thereunder relating to the Revolving Credit Advances and prior Incremental Facilities shall be adjusted to be equal to the Applicable Margin and pricing grid thereunder relating to such Incremental Facility; (viii) each Incremental Facility, after such Incremental Facility becomes effective, and after completion of payments, reimbursements, advances, repayments, and other actions, if any, to be made or taken under, Section 2.17(d) (including, without limitation, the Initial Incremental Advance, if any, for such Incremental Facility), shall become part of the Revolving Credit Facility, the Applicable Incremental Lenders thereunder shall become and be Revolving Credit Lenders, commitments thereunder shall be Revolving Credit Commitments, advances thereunder (including without limitation the Initial Incremental Advance) shall be Revolving Credit Advances (including for purposes of Section 2.06), and the Revolving Credit Facility and all Incremental Facilities shall be treated as a single Revolving Credit Facility, with any advances thereafter made under or payments received in respect of the Revolving Credit Facility and Incremental Facilities to be made and received based on the treatment of all lenders under all Incremental Facilities as Revolving Credit Lenders, and with terms of the Loan Documents relating to the Revolving Credit Facility to be applied based on the treatment of the Incremental Facilities as part of the Revolving Credit Facility (and each Base Rate Advance and Eurodollar Rate Advance (including the applicable Initial Incremental Advance) then outstanding shall be deemed to be reallocated as among the Revolving Credit Lenders (including the Applicable Incremental Lenders) so that each Revolving Credit Lender (including each Applicable Incremental Lender) shall hold a pro rata fraction of each Base Rate Advance and Eurodollar Rate Advance (including the applicable Initial Incremental Advance) then outstanding); (ix) the existing Revolving Credit Lenders shall initially have the right, but not the obligation, to commit to up to their Pro Rata Share (or,

if consented to by the Borrower and the Administrative Agent to cover declines by other Lenders, more than their Pro Rata Share) of each Incremental Facility ratably based on the applicable Revolving Credit Commitments of the Revolving Credit Lenders (with such Pro Rata Shares calculated and determined as of a time selected by the Administrative Agent in connection with the syndication or arrangement of the applicable Incremental Facility, prior to the implementation of such Incremental Facility, and with such right to commit Pro Rata Shares to be subject to limitations and modifications for purposes of convenience, rounding, and minimum commitment amounts, by agreement of the Borrower and Administrative Agent); and (x) notwithstanding any other provision of any Loan Document (including, without limitation, Section 9.01), the Loan Documents may be amended by the Administrative Agent and the Borrower, if necessary, to provide for terms applicable to each Incremental Facility consistent with the terms hereof.

(b)           The Administrative Agent shall promptly notify the Lenders of a request by the Borrower for an Incremental Facility, which notice shall include (i) the proposed amount of such requested Incremental Facility, (ii) the proposed Increase Date and (iii) the date by which the Revolving Credit Lenders wishing to participate in the Incremental Facility must commit to an increase in the amount of their respective Revolving Credit Commitments (the “Commitment Date”).  Each Revolving Credit Lender that is willing to participate in the requested Incremental Facility (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its applicable Revolving Credit Commitment.  If the Increasing Lenders notify the Administrative Agent that they are willing to participate in an Incremental Facility by an aggregate amount that exceeds the amount of the requested Incremental Facility, the requested Incremental Facility shall be allocated among the Increasing Lenders in such amounts as are agreed between the Borrower and the Administrative Agent.

(c)           Promptly following the applicable Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Increasing Lenders are willing to participate in the requested Incremental Facility.  If the aggregate amount by which the Increasing Lenders are willing to participate in the requested Incremental Facility on any such Commitment Date is less than the requested Incremental Facility, then the Borrower may extend offers to one or more Other Incremental Lenders to participate in any portion of the requested Incremental Facility that has not been committed to by the Increasing Lenders as of the Commitment Date.   Notwithstanding anything to the contrary herein, if the aggregate amount by which the Increasing Lenders and/or the applicable Other Incremental Lenders are willing to participate in the requested Incremental Facility is less than the requested Incremental Facility, then, at the option of the Borrower, the Revolving Credit Facility shall be increased in accordance with Section 2.17(d) (and subject to the minimum amounts and other limitations set forth in Section 2.17(a)) by such aggregate amount by which the Increasing Lenders and/or the applicable Other Incremental Lenders are willing to participate in the requested Incremental Facility.

(d)           (i) On the applicable Increase Date (effective after giving effect to the Initial Incremental Advance, if any), each Other Incremental Lender that accepts an offer to participate in a requested Incremental Facility in accordance with Section 2.17(c) (each, an “Assuming Lender”) shall become a Revolving Credit Lender party to this Agreement as of the applicable Increase Date (with the amount of Revolving Credit Commitment committed by such Assuming Lender in connection with such Incremental

Facility) and the Revolving Credit Commitment of each Increasing Lender for such Incremental Facility shall be so increased by the additional amount committed by such Increasing Lender in connection with such Incremental Facility (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; provided, however, that

(A)  the Administrative Agent shall have received on or before the Increase Date the following, each dated such date:

(I)            certified copies of resolutions of the Board of Directors (or other analogous governing body) of the Borrower approving the applicable Incremental Facility and the corresponding modifications to this Agreement, if any, and an opinion of counsel for the Borrower (which may be in-house counsel), addressing the due execution, authorization, delivery and enforceability of any documents evidencing such Incremental Facility and the absence of any violation of applicable law, constitutive documents or agreements with respect to material indebtedness for borrowed money in connection with such Incremental Facility, in a form reasonably satisfactory to the Administrative Agent;

(II)           an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which such Assuming Lender assumes its obligations under this Agreement and the other Loan Documents and confirms the amount of its Commitment, duly executed by such Assuming Lender, the Administrative Agent and the Borrower;

(III)         confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent; and

(IV)         a Notice of Borrowing (provided, that the form set forth as Exhibit B to the Credit Agreement shall for such purpose be modified to reflect that the advance being requested is an Initial Incremental Advance pursuant to this clause), executed by the Borrower with respect to the Initial Incremental Advance for such Incremental Facility, and indicating the amount of the Initial Incremental Advance calculated pursuant to the definition thereof.

 (B) the Borrower, prior to the effectiveness of the applicable Incremental Facility, shall have paid and/or reimbursed, as applicable, to the Administrative Agent, to any arranger of the applicable Incremental Facility, and/or to the Applicable Incremental Lenders (whether by direct payment to the Applicable Incremental Lenders or by payment to the Administrative Agent for the account of the Applicable Incremental Lenders), such fees, payments, and reimbursements, if any, as may have been agreed by the Borrower, on the one hand, and the Administrative Agent, the applicable arranger, and/or the Applicable Incremental Lenders, on the other hand.

(ii)  On the applicable Increase Date, upon fulfillment of the conditions set forth in clause (i) of this Section 2.17(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Applicable Incremental Lender) and the Borrower, on or before 11:00 A.M. (New York City time), by telecopier, of the occurrence of the applicable Incremental Facility to be effected on the related Increase Date and shall

record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

(iii) On the applicable Increase Date, after fulfillment of the conditions set forth in clause (i) of this Section 2.17(d), and in conjunction with the notice given pursuant to clause (ii) of this Section 2.17(d), each of the Applicable Incremental Lenders shall fund its pro rata share (based on the Incremental Commitment of each Applicable Incremental Lender with respect to such Incremental Facility) of the Initial Incremental Advance for such Incremental Facility.

5.  Section 5.02(e) is hereby amended by deleting the word “and” at the end of subsection (x), adding the word “and” at the end of subsection (xi) and adding the following subsection (xii) to the end thereof:

(xii)          sales, transfers or other dispositions of all the Equity Interests of, or all or substantially all of the assets in respect of the business associated with The North Shore Agency Inc. and/or NCO E-Pay; provided that all of the Net Cash Proceeds of such dispositions shall promptly be used to prepay principal amounts outstanding under the Term B Facility pursuant to Section 2.06(b)(ii)(A) without giving effect to the proviso in clause (a) of the definition of “Net Cash Proceeds”.

6.  Section 5.02(f) is hereby amended by deleting the word “and” at the end of clause (xiii) thereof, replacing “.” with “;” after clause (xiv) thereof, and adding the following as new clauses (xv) and (xvi):

(xv)         (A) Investments in and purchases of Portfolio Management Assets made by Portfolio JVs or Portfolio Management Subsidiaries to the extent that such Investments or purchases are funded by Persons that are not Affiliates of the Loan Parties and are either joint venturers or investors in or lenders to, such Portfolio JVs or Portfolio Management Subsidiaries; (B) Investments in and purchases of Portfolio Management Assets in an aggregate amount not to exceed, in the case of this clause (B), (x) $105 million for Fiscal Year 2009, and (y) for each Fiscal Year thereafter, the amount of cash collected or cash sales proceeds received in respect of all Portfolio Management Assets (including, without limitation, Portfolio Management Assets purchased or owned by a Portfolio JV or Portfolio Management Subsidiary) in the prior Fiscal Year (net of any portion of such cash collections or cash sales proceeds paid or to be paid to third party investors and non-recourse lenders) multiplied by 75%; and/or (C) Investments in and purchases of Portfolio Management Assets by Portfolio JVs or Portfolio Management Subsidiaries during any Fiscal Year, if, as of the end of the immediately preceding Fiscal Year, (x) the Leverage Ratio measured at the end of such preceding Fiscal Year was less than 3.50:1, and (y) the Leverage Ratio measured as of the end of the third fiscal quarter of such preceding Fiscal Year was less than 3.50:1; and

(xvi) Investments expressly permitted under Section 5.02(j)(i)(D) (Prepayments, Etc., of Debt).

7.  Part (A) of clause (i) of Section 5.02(g) is hereby deleted in its entirety and replaced with the following;

(A) declare and pay dividends and distributions payable only in Equity Interests of the Borrower which are not Disqualified Stock and

8.  Section 5.02(j) is hereby amended by deleting part (D) of clause (i) thereof, and replacing such part (D) with the following:

(D) so long as no Default or Event of Default has occurred and is continuing, any prepayment, repurchase or redemption of the Senior Notes, the Senior Subordinated Notes or Refinanced Notes (including, without limitation, pursuant to open market purchases or secondary market purchases at a discount) (1) for an aggregate price not to exceed the Available Excess Cash Flow at the time of such prepayment, repurchase or redemption, (2) with the proceeds of Refinanced Notes or (3) with Net Cash Proceeds of Equity Interests (excluding Disqualified Stock) issued by the Borrower, provided that such prepayment, repurchase or redemption occurs within twelve (12) months following the date that such Net Cash Proceeds of such Equity Interests are received.

9.  The table in Section 5.02(o) is amended by deleting the rows therein for Fiscal Years ending December 31, 2008 and thereafter, and replacing such rows with the following:

Fiscal Year Ending:	Amount:
December 31, 2008	$	53,000,000
December 31, 2009	$	58,000,000
December 31, 2010	$	60,000,000
December 31, 2011	$	63,500,000
December 31, 2012 and thereafter	$	66,000,000.

10.  Section 5.02(s) (Holding Company Status) is hereby deleted in its entirety and replaced with the following:

(s)      [Intentionally Omitted]

11.  Section 5.03 (Reporting Covenants) is hereby amended by the addition of a new Section 5.03(n), stating in its entirety as follows:

(n)           Reporting on Investments in Portfolio Management Assets.

Together with the schedules and Chief Financial Officer certificates delivered pursuant to Section 5.03(b) (Annual Financials) for each Fiscal Year ending on or after December 31, 2009, computations and reporting, in form and substance reasonably acceptable to the Administrative Agent, regarding (i) unless Section 5.02(f)(xv)(C) applies, the limitations on investments in and purchases of Portfolio Management Assets set forth in Section 5.02(f)(xv)(B) and (ii) whether the circumstances described in Section 5.02(f)(xv)(C) for such Fiscal Year are satisfied and, if not satisfied, the calculation of the limit under Section 5.02(f)(xv)(B) for the following Fiscal Year.

12.  Section 5.04(a) (Leverage Ratio) is hereby amended by deleting from the table in such Section all rows with respect to any Measurement Period ending on any date during 2009 or thereafter and replacing such rows with the following:

Measurement Period Ending	Ratio
March 31, 2009	5.50:1
June 30, 2009	5.50:1
September 30, 2009	5.50:1
December 31, 2009	5.50:1
March 31, 2010	5.25:1
June 30, 2010	5.00:1
September 30, 2010	5.00:1
December 31, 2010	4.75:1
March 31, 2011	4.75:1
June 30, 2011	4.50:1
September 30, 2011	4.50:1
December 31, 2011	4.25:1
March 31, 2012	4.25:1
June 30, 2012	4.00:1
September 30, 2012	4.00:1
December 31, 2012 and thereafter	3.75:1

13.  Section 5.04(b) (Interest Coverage Ratio) is hereby amended by deleting from the table in such Section all rows for Measurement Periods ending on any date during 2009 or thereafter, and replacing them with the following:

Measurement Period:	Ratio
All Measurement Periods ending during 2009	1.85:1
All Measurement Periods ending during 2010	1.95:1
All Measurement Periods ending during 2011	2.15:1
All Measurement Periods ending during 2012	2.40:1
Thereafter	2.60:1

14.  All references in the As-Amended Credit Agreement to the “Parent” or the “Initial Borrower” shall mean NCO Group, Inc. (f/k/a Collect Holdings, Inc.).

SECTION 2.  Other Agreements.

1.  The increase in Applicable Margin pursuant to the amendment to the definition thereof shall be effective immediately on the Second Amendment Effective Date.

2.  The Equity Contribution shall be deemed to constitute a transaction permitted under Section 5.02(t) of the As-Amended Credit Agreement.

SECTION 3.  Conditions to Effectiveness.  The Second Amendment Effective Date shall be the date on which all of the following conditions precedent have been satisfied or have been waived or deferred by Citizens as Administrative Agent (except that item (1) below may not be waived or deferred) (the “Second Amendment Effective Date”):

1.  Citizens shall have received this Second Amendment, executed and delivered by a duly authorized officer of each of the Loan Parties and shall have received written consents to this Second Amendment executed  by the Required Lenders and the Issuing Banks increasing their respective Letter of Credit Commitments hereby.

2.  The Borrower shall have paid the Approving Lenders, Citizens, and Greenwich Capital Markets, Inc. d/b/a RBS Greenwich Capital  (“RBSGC”), as applicable, the fees, costs and expenses referenced in Section 6 of this Second Amendment which are due and owing as of, or earned and payable in connection with, the effectiveness of the Second Amendment.

3.  Immediately after giving effect to this Second Amendment, no Default or Event of Default shall have occurred and be continuing.

4.  The Parent Borrower shall have received from One Equity Partners II, L.P. and other current equity holders of the Parent Borrower in the aggregate no less than $40 million in cash consideration for the issuance of preferred equity on terms, and pursuant to documentation, reasonably satisfactory to Citizens as Administrative Agent and in any case on terms that do not constitute Disqualified Stock (the “Equity Contribution”).  $25 million of the proceeds of the Equity Contribution (net of fees and expenses incurred with respect to this Second Amendment and paid on the Second Amendment Effective Date) will be used to pay amounts owed under the Revolving Credit Facility (without a corresponding commitment reduction) and $15 million of the Net Cash Proceeds of the Equity Contribution will be used to prepay Term B Advances (and, for the avoidance of doubt, the amount of Net Cash Proceeds of the Equity Contribution so used to prepay Term B Advances shall be included in the calculation of payments of principal made on the Term B Advances from and including the date of the Second Amendment until (and including) the applicable Increase Date as described in Section 2.17(a)(ii) of the As-Amended Credit Agreement).

SECTION 4.   Representations and Warranties.  To induce the other parties hereto to enter into this Second Amendment, each of the Loan Parties represents and warrants to each of the Lenders and the Administrative Agent that, as of the Second Amendment Effective Date:

1.  This Second Amendment has been duly authorized, executed and delivered by the Loan Parties and this Second Amendment constitutes each of the Loan Parties’ legal, valid and binding obligation, enforceable against it in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

2.  The representations and warranties of the Loan Parties set forth in each Loan Document are, after giving effect to this Second Amendment, true and correct in all material respects on and as of the Second Amendment Effective Date, or, with respect to representations and warranties that are specifically made as of an earlier date, as of such date.

3.  No Default or Event of Default has occurred and is continuing or will be caused by the Second Amendment.

SECTION 5.  Effect of Amendment.  Except as expressly set forth herein, this Second Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect (in each case as amended hereby).  Nothing herein shall be deemed to entitle the Borrower to a further consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

Upon and after the Second Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.  This Second Amendment is a “Loan Document.”

Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment and performance of all Obligations under and as defined therein.

SECTION 6.  Fees, Costs and Expenses.  The Borrower agrees to pay to the Administrative Agent and RBSGC such fees, and to reimburse the Administrative Agent for its reasonable out of pocket expenses in connection with this Second Amendment, including the reasonable fees, charges and disbursements of outside counsel to Administrative Agent in connection with this Second Amendment, as has been previously agreed between the Borrower and the Administrative Agent and/or RBSGC.  The Borrower agrees to pay to each Lender executing this Second Amendment (each such lender, an “Approving Lender”) a fee equal to such Approving Lender’s pro rata share of an aggregate amount for all Approving Lenders equal to 0.25% of the sum of (i) the full amount of Revolving Commitments held by all Approving Lenders plus (ii) the full amount of outstanding Term B Advances held by all Approving Lenders.  Such payment will be made by the Borrower on the Second Amendment Effective Date, to the Administrative Agent for the account of the Approving Lenders.

SECTION 7.  Counterparts.  This Second Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.  Delivery of any executed counterpart of a signature page of this Second Amendment by facsimile transmission or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.

SECTION 8.  Acknowledgement and Consent.  Each Guarantor and the Borrower are referred to herein as a “Credit Support Party” and collectively as the “Credit Support Parties”, and the

Loan Documents to which they are a party are collectively referred to herein as the “Credit Support Documents”.

Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement and this Second Amendment and consents to the amendment of the Existing Credit Agreement effected pursuant to this Second Amendment.  Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Support Documents the payment and performance of all “Obligations” under each of the Credit Support Documents to which is a party (in each case as such terms are defined in the applicable Credit Support Document).

Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Second Amendment.

Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, the terms of the Existing Credit Agreement and other Credit Support Documents do not require the consent of any Credit Support Party (other than the Borrower) for the effectiveness of the amendments to the Credit Agreement effected pursuant to this Second Amendment and (ii) nothing in the Existing Credit Agreement, this Second Amendment or any other Credit Support Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the As-Amended Credit Agreement.

SECTION 9.  Applicable Law.  THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 10.  Headings.  The headings of this Second Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed by their respective officers as of the day and year first above written.

Borrower:
NCO GROUP INC.
By:
Name:	John R. Schwab
Title:	Executive Vice President, Finance,
	Chief Financial Officer, Treasurer and
	Assistant Secretary
NCO FINANCIAL SYSTEMS, INC.
By:
Name:	John R. Schwab
Title:	Chief Financial Officer, Executive
	Vice President, Treasurer and
	Assistant Secretary

[Signature Page to Second Amendment]

Subsidiary Guarantors:
NCO ACI Holdings, Inc.
(f/k/a AssetCare, Inc.)
By:
Name:	John R. Schwab
Title:	Chief Financial Officer, Executive
	Vice President, Treasurer and
	Assistant Secretary
NCO Customer Management, Inc.
(f/k/a RMH Teleservices, Inc.)
By:
Name:	John R. Schwab
Title:	Chief Financial Officer and Treasurer
NCO Financial Systems, Inc.
By:
Name:	John R. Schwab
Title:	Chief Financial Officer, Executive
	Vice President, Treasurer and
	Assistant Secretary
NCO Funding, Inc.
By:
Name:	Gail Ball
Title:	Vice President and Treasurer
NCO Group International, Inc.
By:
Name:	Gail Ball
Title:	Vice President and Treasurer
NCO Holdings, Inc.
(f/k/a Management Adjustment Bureau Funding, Inc.)
By:
Name:	Gail Ball
Title:	Vice President and Treasurer

NCO Portfolio Management, Inc.
(f/k/a NCPM Acquisition Corporation)
	By:
	Name:	Gail Ball
	Title:	Vice President and Treasurer
NCO Support Services, LLC
	By:
	Name:	John R. Schwab
	Title:	Chief Financial Officer, Treasurer and
		Assistant Secretary
NCO Teleservices, Inc.
	By:
	Name:	John R. Schwab
	Title:	Chief Financial Officer, Executive
		Vice President, Treasurer and
		Assistant Secretary
NCOCRM Funding, Inc.
	By:
	Name:	Gail Ball
	Title:	Vice President and Treasurer
NCOP I, LLC
	By:
	Name:	Joshua Gindin
	Title:	Secretary
NCOP II, LLC
	By:
	Name:	Joshua Gindin
	Title:	Secretary

NCOP III, LLC
	By:
	Name:	Joshua Gindin
	Title:	Secretary
NCOP IV, LLC
	By:
	Name:	Joshua Gindin
	Title:	Secretary
NCOP V, LLC
	By:
	Name:	Joshua Gindin
	Title:	Secretary
NCOP VI, LLC
	By:
	Name:	Joshua Gindin
	Title:	Secretary
NCOP VII, LLC
	By:
	Name:	Joshua Gindin
	Title:	Secretary
NCOP VIII, LLC
	By:
	Name:	Joshua Gindin
	Title:	Secretary
NCOP IX, LLC
	By:
	Name:	Joshua Gindin
	Title:	Secretary
NCOP Capital Resource, LLC
	By:
	Name:	John R. Schwab
	Title:	Chief Financial Officer, Executive
		Vice President, Treasurer and
		Assistant Secretary

NCOP Financing, Inc.
	By:
	Name:	Gail Ball
	Title:	Vice President and Treasurer
NCOP Nevada Holdings, Inc.
	By:
	Name:	Joshua Gindin
	Title:	Secretary
NCOP Services, Inc.
	By:
	Name:	Joshua Gindin
	Title:	Secretary
NCOP/Marlin, Inc.
	By:
	Name:	Joshua Gindin
	Title:	Secretary
RMH Teleservices Asia Pacific, Inc.
	By:
	Name:	John R. Schwab
	Title:	Chief Financial Officer, Treasurer and
		Assistant Secretary
Asset Recovery & Management Corp.
	By:
	Name:	John R. Schwab
	Title:	Chief Financial Officer, Treasurer and
		Assistant Secretary

Coast to Coast Consulting, LLC
	By:
	Name:	John R. Schwab
	Title:	Chief Financial Officer, Treasurer and
		Assistant Secretary
Credit Receivables Corporation I
	By:
	Name:	John R. Schwab
	Title:	Chief Financial Officer, Treasurer and
		Assistant Secretary
Greystone Business Group, LLC
	By:
	Name:	John R. Schwab
	Title:	Chief Financial Officer, Treasurer and
		Assistant Secretary
Gulf State Credit, L.L.C.
	By:
	Name:	John R. Schwab
	Title:	Chief Financial Officer, Treasurer and
		Assistant Secretary
Jennifer Loomis & Associates, Inc.
	By:
	Name:	John R. Schwab
	Title:	Chief Financial Officer, Treasurer and
		Assistant Secretary
North Shore Agency, Inc.
	By:
	Name:	John R. Schwab
	Title:	Chief Financial Officer, Treasurer and
		Assistant Secretary

Old OSI LLC
	By:
	Name:	John R. Schwab
	Title:	Chief Financial Officer, Treasurer and
		Assistant Secretary
	OSI Collection Services, Inc.
	By:
	Name:	John R. Schwab
	Title:	Chief Financial Officer, Treasurer and
		Assistant Secretary
	OSI Education Services, Inc.
	By:
	Name:	John R. Schwab
	Title:	Chief Financial Officer, Treasurer and
		Assistant Secretary
	OSI Outsourcing Services, Inc.
	By:
	Name:	John R. Schwab
	Title:	Chief Financial Officer, Treasurer and
		Assistant Secretary
	OSI Outsourcing Services International, Inc.
	By:
	Name:	John R. Schwab
	Title:	Chief Financial Officer, Treasurer and
		Assistant Secretary
	OSI Portfolio Services, Inc.
	By:
	Name:	John R. Schwab
	Title:	Chief Financial Officer, Treasurer and
		Assistant Secretary
	OSI Recovery Solutions, Inc.
	By:
	Name:	John R. Schwab
	Title:	Chief Financial Officer, Treasurer and
		Assistant Secretary

OSI SPE LLC
By:
Name:	John R. Schwab
Title:	Chief Financial Officer, Treasurer and
	Assistant Secretary
OSI Support Services, Inc.
By:
Name:	John R. Schwab
Title:	Chief Financial Officer, Treasurer and
	Assistant Secretary
Outsourcing Solutions, Inc.
By:
Name:	John R. Schwab
Title:	Chief Financial Officer, Treasurer and
	Assistant Secretary
PAE Leasing, LLC
By:
Name:	John R. Schwab
Title:	Chief Financial Officer, Treasurer and
	Assistant Secretary
Pacific Software Consulting, LLC
By:
Name:	John R. Schwab
Title:	Chief Financial Officer, Treasurer and
	Assistant Secretary
Payco American International Corp.
By:
Name:	John R. Schwab
Title:	Chief Financial Officer, Treasurer and
	Assistant Secretary

Perimeter Credit, L.L.C.
By:
Name:	John R. Schwab
Title:	Chief Financial Officer, Treasurer and
	Assistant Secretary
Portfolio Acquisitions, LLC
By:
Name:	John R. Schwab
Title:	Chief Financial Officer, Treasurer and
	Assistant Secretary
Professional Recoveries Inc.
By:
Name:	John R. Schwab
Title:	Chief Financial Officer, Treasurer and
	Assistant Secretary
Qualink, Inc.
By:
Name:	John R. Schwab
Title:	Chief Financial Officer, Treasurer and
	Assistant Secretary
Systems & Services Technologies, Inc.
By:
Name:	John R. Schwab
Title:	Chief Financial Officer, Treasurer and
	Assistant Secretary
Tempest Recovery Services, Inc.
By:
Name:	John R. Schwab
Title:	Chief Financial Officer, Treasurer and
	Assistant Secretary

Transworld Systems Inc.
By:
Name:	John R. Schwab
Title:	Chief Financial Officer, Treasurer and
	Assistant Secretary
Union Settlement Administrator, Inc.
By:
Name:	John R. Schwab
Title:	Chief Financial Officer, Treasurer and
	Assistant Secretary
Union Settlement Administrator Holdco, Inc.
By:
Name:	John R. Schwab
Title:	Chief Financial Officer, Treasurer and
	Assistant Secretary
University Accounting Service, LLC
By:
Name:	John R. Schwab
Title:	Chief Financial Officer, Treasurer and
	Assistant Secretary
AC Financial Services, Inc.
By:
Name:	Gail Ball
Title:	Vice President and Treasurer
ALW Financial, Inc.
By:
Name:	Gail Ball
Title:	Vice President and Treasurer
Compass International Services Corporation
By:
Name:	John R. Schwab
Title:	Chief Financial Officer, Executive Vice
	President, Treasurer and Assistant Secretary

Compass Teleservices, Inc.
By:
Name:	John R. Schwab
Title:	Chief Financial Officer, Executive Vice
	President, Treasurer and Assistant Secretary
FCA Funding, Inc.
By:
Name:	Gail Ball
Title:	Vice President and Treasurer
FCA Leasing, Inc.
By:
Name:	John R. Schwab
Title:	Assistant Secretary
JDR Holdings, Inc.
By:
Name:	John R. Schwab
Title:	Treasurer and Assistant Secretary
NCOP X, LLC
By:
Name:	Joshua Gindin
Title:	Secretary
AssetCare, Inc.
By:
Name:	John R. Schwab
Title:	Chief Financial Officer and Treasurer

Lenders:

LENDER:

By:

Name:

Title:

Acknowledged and Agreed:

CITIZENS BANK OF PENNSYLVANIA,

By:

Name:

Title:

[Administrative Agent Signature Page to Second Amendment]

Exhibit 99.1

STOCK SUBSCRIPTION AGREEMENT

STOCK SUBSCRIPTION AGREEMENT, dated as of March 25, 2009 (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”).

W I T N E S S E T H:

WHEREAS, the Company has determined to issue and sell $40,000,000, in the aggregate, of the Company’s Series B-1 19% PIK Preferred Stock, par value $.01 per share (the “Series B-1 Preferred Stock”), and Series B-2 19% Preferred Stock, par value $.01 per share (the “Series B-2 Preferred Stock” and, together with the Series B-1 Preferred Stock, the “Series B Preferred Stock”);

WHEREAS, each of the Purchasers, acting severally and not jointly, desires to purchase from the Company, upon the terms and subject to the conditions hereinafter set forth, newly issued shares of Series B-1 Preferred Stock and/or Series B-2 Preferred Stock, in consideration of each such Purchaser’s contribution to the Company of cash in the amount set forth on Schedule I hereto; and

WHEREAS, the Company desires to issue and sell to the Purchasers, upon the terms and subject to the conditions hereinafter set forth, newly issued shares of Series B-1 Preferred Stock and/or Series B-2 Preferred Stock in consideration of each Purchaser’s contribution to the Company of cash in the amount set forth on Schedule I hereto.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I.

ISSUANCE, SALE AND DELIVERY OF SHARES;
CONTRIBUTIONS; CLOSING; CERTAIN TAX MATTERS

SECTION 1.01.  Issuance, Sale and Delivery of Shares; Contributions.  Upon the terms and subject to the conditions of this Agreement, on the Closing Date, the Company shall issue, sell and deliver to each Purchaser, and each Purchaser, acting severally and not jointly, shall purchase from the Company, (i) at a purchase price of $237.50 per share, that number of shares of newly issued Series B-1 Preferred Stock as is set forth opposite such Purchaser’s name under the heading “Shares of Series B-1 Preferred Stock” on Schedule I hereto and (ii) at a purchase price of $237.50 per share, that number of shares of newly issued Series B-2 Preferred Stock as is set forth opposite such Purchaser’s name under the heading “Shares of Series B-2 Preferred Stock” on Schedule I hereto (such shares of Series B-1 Preferred Stock and Series B-2 Preferred Stock, collectively, the “Shares”).  Upon the terms and subject to the conditions of this Agreement, on the Closing Date, as payment in full for the Shares being issued to each such

Purchaser hereunder, each Purchaser shall contribute to the Company the amount of cash set forth opposite the name of such Purchaser under the heading “Cash Purchase Price” on Schedule I hereto.  All amounts of cash contributed to the Company by the Purchasers in exchange for Shares hereunder shall be delivered to the Company by wire transfer of immediately available funds to an account designated by the Company to such Purchasers.

SECTION 1.02.  Closing.  Upon the terms and subject to the conditions of this Agreement, the issuance, sale and delivery of the Shares contemplated by Section 1.01 (the “Subscription Closing”) shall take place on the date hereof (such date being herein called the “Closing Date”).

ARTICLE II.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Purchasers that:

SECTION 2.01.  Corporate Existence.  The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

SECTION 2.02.  Authorization; Validity.  The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Shares) are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company.  This Agreement has been duly executed and delivered by the Company.  This Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

SECTION 2.03.  Governmental Authorization.  Assuming the accuracy of the Purchasers’ representations and warranties set forth in Article III hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Agreement except (i) for such filings as may be required under Regulation D promulgated under the Securities Act of 1933, as amended (“Regulation D”), or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

SECTION 2.04.  Noncontravention.  The execution, delivery and performance by the Company of this Agreement does not and will not (i) violate the Company’s charter or bylaws, (ii) violate any law, rule, regulation, judgment, injunction, order or decree applicable to or

2

binding upon the Company, (iii) violate any contract, agreement, license, lease or other instrument, arrangement, commitment, obligation, understanding or restriction of any kind to which the Company is a party or (iv) require any consent or other action by any person under, constitute a default under (with due notice or lapse of time or both), or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company or to a loss of any benefit to which the Company is entitled under any provision of any agreement or other instrument binding upon the Company or any of its assets or properties.

SECTION 2.05.  Capitalization.  At and immediately after the Subscription Closing there will be no outstanding (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights (other than preemptive rights pursuant to the Stockholders Agreement, dated as of November 15, 2006, by and among the Company, OEP and the other investors named therein (the “Stockholders Agreement”)) to acquire from the Company, or other obligation of the Company to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, except (A) for the Shares to be issued hereunder, and (B) the securities set forth on Schedule II hereto.

SECTION 2.06.  Valid Issuance of Shares.  At Subscription Closing, the Shares will have been duly and validly authorized and when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be validly issued, fully paid and nonassessable shares of Series B-1 Preferred Stock and Series B-2 Preferred Stock, as the case may be, free and clear of all claims, liens and encumbrances, other than any claims, liens and encumbrances created by the Stockholders Agreement.

ARTICLE III.

REPRESENTATION AND WARRANTIES OF THE PURCHASERS

Each Purchaser, severally and not jointly, and solely with respect to such Purchaser, represents and warrants to the Company that:

SECTION 3.01.  Existence.  Such Purchaser, if it is a corporation, limited liability company, partnership or trust, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

SECTION 3.02.  Authorization; Power; Validity.  The execution, delivery and performance by such Purchaser, if it is a corporation, limited liability company, partnership or trust, of this Agreement are within its corporate, limited liability company, partnership or trust power and have been duly authorized by all necessary corporate, limited liability company, partnership or trust action on the part of such Purchaser.  This Agreement has been duly executed and delivered by the Purchasers.  This Agreement constitutes a valid and binding agreement of the Purchasers, enforceable against the Purchasers in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies

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and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

SECTION 3.03.  Governmental Authorization.  No order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to such Purchaser in connection with the execution, delivery and performance by such Purchaser of this Agreement except (i) for such filings and notices of sale as may be required under Regulation D or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of such Purchaser to perform such Purchaser’s obligations hereunder.

SECTION 3.04.  Noncontravention.  The execution, delivery and performance by such Purchaser of this Agreement does not and will not (i) violate the organizational documents of such Purchaser, if it is a corporation, limited liability company, partnership or trust, (ii) violate any law, rule, regulation, judgment, injunction, order or decree applicable to or binding upon such Purchaser, (iii) violate any contract, agreement, license, lease or other instrument, arrangement, commitment, obligation, understanding or restriction of any kind to which such Purchaser is a party, (iv) require any consent or other action by any person under, constitute a default under (with due notice or lapse of time or both), or give rise to any right of termination, cancellation or acceleration of any right or obligation of such Purchaser under any provision of any agreement or other instrument binding upon such Purchaser or any of its assets or properties or (v) result in the creation or imposition of any material lien, claim, charge, pledge, security interest or other encumbrance with respect to any Shares acquired hereunder.

SECTION 3.05.  Purchase for Investment.  Such Purchaser is purchasing the Shares being purchased by such Purchaser hereunder for investment for such Purchaser’s own account and not with a view to, or for sale in connection with, any distribution thereof.

SECTION 3.06.  Private Placement.

(a)           Such Purchaser’s financial situation is such that such Purchaser can afford to bear the economic risk of holding the Shares being purchased by such Purchaser hereunder for an indefinite period of time, and such Purchaser can afford to suffer the complete loss of such Purchaser’s investment in the Shares.

(b)           Such Purchaser’s knowledge and experience in financial and business matters are such that such Purchaser is capable of evaluating the merits and risks of such Purchaser’s investment in the Shares or such Purchaser has been advised by a representative possessing such knowledge and experience.

(c)           Such Purchaser understands that the Shares acquired hereunder are a speculative investment which involves a high degree of risk of loss of the entire investment therein, that there will be substantial restrictions on the transferability of the Shares and that following the date hereof there will be no public market for the Shares and that, accordingly, it

4

may not be possible for such Purchaser to sell or pledge the Shares, or any interest in the Shares, in case of emergency or otherwise.

(d)           Such Purchaser and such Purchaser’s representatives, including, to the extent such Purchaser deems appropriate, such Purchaser’s legal, professional, financial, tax and other advisors, have reviewed all documents provided to them in connection with such Purchaser’s investment in the Shares, and such Purchaser understands and is aware of the risks related to such investment.

(e)           Such Purchaser and such Purchaser’s representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company, the terms and conditions of such Purchaser’s acquisition of the Shares and related matters and to obtain all additional information which such Purchaser or such Purchaser’s representatives deem necessary.

(f)            Such Purchaser is an “accredited investor” as such term is defined in Regulation D.

SECTION 3.07.  No Other Representations and Warranties.  Each Purchaser hereby acknowledges and agrees that the representations and warranties set forth in Article II hereof are the only representations, warranties and statements being relied on by such Purchaser in connection with this Agreement.

ARTICLE IV.

MISCELLANEOUS

SECTION 4.01.  Survival.  All of the covenants, agreements, representations and warranties contained herein shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

SECTION 4.02.  Notices.  Any notice or communication required or permitted hereunder shall be in writing and shall be delivered personally, delivered by nationally recognized overnight courier service, sent by certified or registered mail, postage prepaid, or sent by facsimile (subject to electronic confirmation of such facsimile transmission).  Any such notice or communication shall be deemed to have been given (i) when delivered, if personally delivered, (ii) one business day after it is deposited with a nationally recognized overnight courier service, if sent by nationally recognized overnight courier service, (iii) the day of sending, if sent by facsimile prior to 5:00 p.m. (EST) on any business day or the next succeeding business day if sent by facsimile after 5:00 p.m. (EST) on any business day or on any day other than a business day or (iv) five business days after the date of mailing, if mailed by certified or registered mail, postage prepaid, in each case, to the following address or facsimile number, or to such other address or addresses or facsimile number or numbers as such party may subsequently designate to the other parties by notice given hereunder:

if to the Company, to it at:

NCO Group, Inc.

5

507 Prudential Road

Horsham, PA  19044

Attention:  Michael J. Barrist

Facsimile:  (215) 441-3908

with a copy to:

Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, PA 19104

Attention: Carmen J. Romano, Esq.

Derek M. Winokur, Esq.

Facsimile:  (215) 994-2222

if to any Purchaser, to such Purchaser at the address set forth for such Purchaser on Schedule I hereto.

SECTION 4.03.  Restricted Shares; Legends.  (a) Each Purchaser understands and agrees that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any foreign or state securities laws and are not transferable except as permitted under various exemptions contained in the Securities Act and other applicable foreign or state securities laws, or upon satisfaction of the registration and prospectus delivery requirements of the Securities Act.  Each Purchaser further understands and agrees that the Shares will not be transferable except as permitted under the Stockholders Agreement

(b)           Each Purchaser agrees with the Company that the certificates evidencing the Shares shall be stamped or otherwise imprinted with a legend in substantially the following form:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION UNDER THE  SECURITIES ACT OR STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT DATED AS OF NOVEMBER 15, 2006, AS AMENDED FROM TIME TO TIME BY AND AMONG THE COMPANY AND THE INVESTORS SPECIFIED THEREIN, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE SALE, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND THE SECURITIES ARE TRANSFERABLE ONLY UPON PROOF OF COMPLIANCE THEREWITH.

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SECTION 4.04.  Amendments and Waivers.  (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and, in the case of an amendment, signed by (i) the Company, (ii) OEP and (iii) a majority-in-interest of the Preemptive Purchasers (determined by reference to the number of Shares purchased hereunder) or, in the case of a waiver, signed by the party against whom the waiver is to be effective.

(b)           No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

SECTION 4.05.  Expenses.  All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such cost or expense.

SECTION 4.06.  Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  No party hereto shall assign this Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the Company and OEP; provided, however, any Purchaser may assign its rights under this Agreement to any transferee of the Shares purchased by such Purchaser hereunder in connection with any transfer of Shares which is made in compliance with the terms of the Stockholders Agreement.

SECTION 4.07.  Governing Law.  This Agreement, and all claims arising hereunder or relating hereto, shall be governed and construed and enforced in accordance with the laws of the State of New York.

SECTION 4.08.  Jurisdiction.  The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may only be brought in the United States District Court for the Southern District of New York or any New York State court sitting in the borough of Manhattan, New York County, New York, and each of the parties hereby consents to the exclusive jurisdiction of such courts in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, and each party agrees that, in addition to any method of service of process otherwise permitted by law, service of process on each party may be made by any method for giving such party notice as provided in Section 4.02, and shall be deemed effective service of process on such party.

SECTION 4.09.  Waiver Of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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SECTION 4.10.  Counterparts; Third Party Beneficiaries.  This Agreement may be executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  No provision of this Agreement shall confer upon any person other than the parties hereto any rights or remedies hereunder.

SECTION 4.11.  Entire Agreement.  This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, among the parties with respect to the subject matter hereof.

SECTION 4.12.  Severability.  If one or more provisions of this Agreement are finally held to be unenforceable under applicable law, such provision shall be deemed to be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforced in accordance with its terms to the maximum extent permitted by law.

SECTION 4.13.  Interpretation.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  As used in this Agreement, the words “hereof’, “herein”, “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and the words “Article” and “Section” are references to the articles and sections of this Agreement unless otherwise specified.  Whenever the words “include,” “includes,” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.”  The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.  The parties hereto have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, each of the parties hereto has duly executed and delivered this Agreement as of the day and year first above written.

COMPANY:	NCO GROUP, INC.
	By:	/s/ John R. Schwab
		Name:	John R. Schwab
		Title:	Executive Vice President and Chief Financial Officer

PURCHASERS:	ONE EQUITY PARTNERS II, L.P.
				By: OEP GENERAL PARTNER II, L.P., its General Partner
					By: OEP HOLDING CORPORATION,  its General Partner
							By
								Name: Title:
	OEP II CO-INVESTORS, L.P.
			By: OEP CO-INVESTORS MANAGEMENT II, LTD., its General Partner
						By
								Name: Title:
	OEP II PARTNERS CO-INVEST, L.P.
		By: OEP II PARTNERS CO-INVEST G.P., LTD., its General Partner
						By
								Name: Title:

CITIGROUP CAPITAL PARTNERS II 2006 CITIGROUP INVESTMENT, L.P.
		By: Citigroup Private Equity LP, its General Partner
		By:
			Name: Title:
By:
		Name: Title:
CITIGROUP CAPITAL PARTNERS II  EMPLOYEE MASTER FUND, L.P.
	By: Citigroup Private Equity LP, its General Partner
		By:
			Name: Title:
CITIGROUP CAPITAL PARTNERS II  ONSHORE, L.P.
		By: Citigroup Private Equity LP, its General Partner
		By:
			Name: Title:
CITIGROUP CAPITAL PARTNERS II  CAYMAN HOLDINGS, L.P.
		By: Citigroup Private Equity LP, its General Partner
		By:
			Name: Title:

MICHAEL AND NATALIE BARRIST TRUST
By:
	Name: Title:
By:
	Name: Title:
/s/ Michael Barrist
Michael Barrist
/s/ Stephen W. Elliot
Stephen W. Elliott
/s/ John R. Schwab
John R. Schwab
/s/ Paul E. Weitzel, Jr.
Paul E. Weitzel, Jr.