FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT, dated as of January 10, 2001 (this "Amendment"), to
the Existing Credit Agreement (as defined below) is among OUTSOURCING SOLUTIONS
INC., a Delaware corporation (the "Borrower") and each of the Lenders (such
capitalized term and other capitalized terms used in the recitals below to have
the meanings set forth in Part I) party hereto.
W I T N E S S E T H:
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WHEREAS, the Borrower, the Lenders, DLJ Capital Funding, Inc., as the
Syndication Agent, the Lead Arranger and the Sole Book Running Manger, Harris
Trust and Savings Bank, as the Documentation Agent, and Fleet National Bank, as
the Administrative Agent are parties to a Credit Agreement, dated as of November
30, 1999 (as amended, supplemented, amended and restated or otherwise modified
prior to the date hereof, the "Existing Credit Agreement"); and
WHEREAS, the Borrower has requested that the Lenders amend the Existing
Credit Agreement as set forth below (the Existing Credit Agreement, as amended
by this Amendment, being referred to as the "Credit Agreement");
NOW, THEREFORE, in consideration of the agreements herein contained, and
for other valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
PART I
DEFINITIONS
SUBPART I.1. Certain Definitions. The following terms (whether or not
underscored) when used in this Amendment shall have the following meanings (such
meanings to be equally applicable to the singular and plural form thereof):
"Amendment" is defined in the preamble.
"Credit Agreement" is defined in the second recital.
"Existing Credit Agreement" is defined in the first recital.
"First Amendment Effective Date" is defined in Subpart 3.1.
SUBPART I.2. Other Definitions. Terms for which meanings are provided in
the Existing Credit Agreement are, unless otherwise defined herein or the
context otherwise requires, used in this Amendment with such meanings.
PART II
AMENDMENTS TO THE
EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the First Amendment
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part.
SUBPART II.1. Amendments to Article I. Article I of the Existing Credit
Agreement is hereby amended as set forth in Subpart 2.1.1.
SUBPART II.1.1. Section 1.1 of the Existing Credit Agreement is hereby
amended by amending and restating clause (b) of the definition of "Indebtedness"
in its entirety to read as follows:
(b) all obligations, contingent or otherwise, relative to the face amount
of all letters of credit (excluding letters of credit issued in favor of a
Person that has provided a surety bond or performance bond for the benefit
of the Borrower or a Subsidiary Guarantor), whether or not drawn, and
banker's acceptances issued for the account of such person;
SUBPART II.2. Amendment to Article VII. Clause (m) of Section 7.2.5 of the
Existing Credit Agreement is hereby amended by deleting the reference to
"$15,000,000" appearing in such clause and inserting "$20,000,000" in its place.
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART III.1. Effective Date and Conditions. This Amendment (and the
amendments and modifications contained herein) shall become effective as of the
date first set forth above (the "First Amendment Effective Date") when the
conditions set forth in this Part have been satisfied.
SUBPART III.1.1. Execution of Counterparts. The Syndication Agent shall
have received counterparts of this Amendment, duly executed and delivered on
behalf of the Borrower and the Required Lenders.
SUBPART III.1.2. Affirmation and Consent. The Syndication Agent shall have
received counterparts of an Affirmation and Consent, dated as of the First
Amendment Effective Date, and in form and substance satisfactory to the
Syndication Agent, duly executed and delivered by each OSI Shareholder and each
Obligor other than the Borrower.
SUBPART III.1.3. Costs and Expenses, etc. The Syndication Agent shall have
received for the account of each Lender, all fees, costs and expenses due and
payable pursuant to Sections 3.3 and 10.3 of the Credit Agreement, if then
invoiced.
SUBPART III.1.4. Amendment Fee. The Syndication Agent shall have received
for the account of each Lender (that has delivered its signature page in a
manner and before the time set forth below), an amendment fee in an amount equal
to 5 basis points on the sum of (i) such Lender's RL Percentage multiplied by
the Revolving Loan Commitment Amount plus (ii) the outstanding principal amount
of Term Loans owing to such Lender, but payable only to each such Lender that
has delivered (including by way of facsimile) its executed signature page to
this Amendment to the attention of Mr. Gregory D. Ruback at Mayer, Brown &
Platt, 1675 Broadway, New York, New York 10019, facsimile number 212-262-1910 at
or prior to 5:00 p.m. (New York time) on January 10, 2001.
SUBPART III.1.5. Legal Details, etc. All documents executed or submitted
pursuant hereto shall be satisfactory in form and substance to the Syndication
Agent and its counsel. The Syndication Agent and its counsel shall have received
all information, and such counterpart originals or such certified or other
copies of such materials, as the Syndication Agent or its counsel reasonably
request. All legal matters incident to the transactions contemplated by this
Amendment shall be satisfactory to the Syndication Agent and its counsel.
PART IV
MISCELLANEOUS PROVISIONS
SUBPART IV.1. Cross-References. References in this Amendment to any Part or
Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment.
SUBPART IV.2. Loan Document Pursuant to Existing Credit Agreement. This
Amendment is a Loan Document executed pursuant to the Existing Credit Agreement
and shall be construed, administered and applied in accordance with all of the
terms and provisions of the Existing Credit Agreement.
SUBPART IV.3. Successors and Assigns. This Amendment shall be binding upon
and inure to the benefit of the Borrower and the Lenders and their respective
successors and assigns.
SUBPART IV.4. Full Force and Effect; Limited Amendment. Except as expressly
amended hereby, all of the representations, warranties, terms, covenants,
conditions and other provisions of the Existing Credit Agreement and the Loan
Documents shall remain unchanged and shall continue to be, and shall remain, in
full force and effect in accordance with their respective terms. The amendments
set forth herein shall be limited precisely as provided for herein to the
provisions expressly amended herein and shall not be deemed to be an amendment
to, waiver of, consent to or modification of any other term or provision of the
Existing Credit Agreement or any other Loan Document or of any transaction or
further or future action on the part of any Obligor which would require the
consent of the Lenders under the Existing Credit Agreement or any of the Loan
Documents.
SUBPART IV.5. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING FOR SUCH PURPOSES SECTION 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).
SUBPART IV.6. Execution in Counterparts. This Amendment may be executed in
any number of counterparts by the parties hereto, each of which counterparts
when so executed shall be an original, but all the counterparts shall together
constitute one and the same agreement. The parties hereto agree that delivery of
an executed counterpart of a signature page to this Amendment by facsimile shall
be effective as delivery of an original executed counterpart of this Amendment.
SUBPART IV.7. Representations and Warranties. In order to induce the
Lenders to execute and deliver this Amendment the Borrower hereby represents and
warrants to the Lenders that both before and after giving effect to this
Amendment, all of the statements set forth in Section 5.2.1 of the Existing
Credit Agreement are true and correct.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers hereunto duly authorized as of the date
first above written.
OUTSOURCING SOLUTIONS INC.
By:/s/ Timothy G. Beffa
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Title: President &
Chief Executive Officer
CREDIT SUISSE FIRST BOSTON
By:/s/ David L. Sawyer
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Title: Vice President
By:/s/ Lalita Advani
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Title: Assistant Vice President
FLEET NATIONAL BANK
By:
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Title:
HARRIS TRUST AND SAVINGS BANK
By:/s/ Donald J. Buse
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Title: Managing Director
BANK OF AMERICA, N.A.
By:/s/
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Title: Senior Vice President
BANK ONE , NA (FORMERLY KNOWN AS THE
FIRST NATIONAL BANK OF CHICAGO)
By:/s/
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Title: Vice President
THE CHASE MANHATTAN BANK
By:/s/ William J. Caggiano
---------------------------------
Title: Managing Director
DRESDNER BANK AG, NEW YORK
& GRAND CAYMAN BRANCHES
By:/s/
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Title: Vice President
By:/s/
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Title: Vice President
LASALLE BANK NATIONAL ASSOCIATION
By:/s/ Brian Peterson
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Title: Vice President
WACHOVIA BANK, N.A.
By:/s/
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Title: Senior Vice President
WELLS FARGO BANK, N.A.
By:/s/
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Title: Vice President
AG CAPITAL FUNDING PARTNERS, L.P.
By Angelo, Gordon & Co., L.P. as
Investment Advisor
By:/s/ John W. Fraser
---------------------------------
Title: Managing Director
ARCHIMEDES FUNDING III, LTD.
By ING Capital Advisors LLC,
as Collateral Manager
By:/s/ Steven Gorski
---------------------------------
Title: Vice President &
Senior Credit Analyst
BALANCED HIGH YIELD FUND II
By:/s/ John J. D'Angelo
---------------------------------
Title: Vice President
Asset Management
COLUMBUS LOAN FUNDING LTD.,
By Travelers Asset Management
InternationaL Company LLC
By:/s/ John W. Petchler
---------------------------------
Title: Second Vice President
FIRST DOMINION FUNDING I
By:
---------------------------------
Title:
FIRST DOMINION FUNDING II
By:
---------------------------------
Title:
FIRST DOMINION FUNDING III
By:
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Title:
FRANKLIN FLOATING RATE TRUST
By:/s/ Chauncey Lufkin
---------------------------------
Title: Vice President
HELLER FINANCIAL
By:/s/
---------------------------------
Title:
KEMPER FLOATING RATE FUND
By:/s/
---------------------------------
Title: Managing Director
KZH ING-2 LLC
By:/s/ Nicholas Lucente
---------------------------------
Title: Authorized Agent
KZH RIVERSIDE LLC
By:/s/ Nicholas Lucente
---------------------------------
Title: Authorized Agent
KZH SHOSHONE LLC
By:/s/ Nicholas Lucente
---------------------------------
Title: Authorized Agent
KZH STERLING LLC
By:/s/ Nicholas Lucente
---------------------------------
Title: Authorized Agent
LIBERTY STEIN ROE ADVISOR FLOATING
RATE ADVANTAGE FUND,
By Stein Roe & Farnham Incorporated,
As Advisor
By:
---------------------------------
Title:
MAPLE WOOD (CAYMAN) LIMITED
By:/s/ Maryann McCarthy
---------------------------------
Title: Managing Director
MASS MUTUAL LIFE INSURANCE
By:/s/ Maryann McCarthy
---------------------------------
Title: Managing Director
MERRILL LYNCH GLOBAL INVESTMENT
SERIES: INCOME STRATEGIES PORTFOLIO
By:/s/ Anthony Heyman
---------------------------------
Title: Authorized Signatory
MERRILL LYNCH SENIOR FLOATING
RATE FUND, INC.
By:/s/ Anthony Heyman
---------------------------------
Title: Authorized Signatory
MORGAN STANLEY DEAN WITTER PRIME
INCOME TRUST
By:
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Title:
MUIRFIELD TRADING
By:
---------------------------------
Title:
NORTHWOODS CAPITAL II, LIMITED
By Angelo, Gordon & Co., L.P. as
Collateral Manager
By:/s/ John W. Fraser
---------------------------------
Title: Managing Director
OLYMPIC FUNDING TRUST, SERIES 1999-1
By:
---------------------------------
Title:
PILGRIM AMERICA HIGH INCOME
INVESTMENTS By ING Pilgrim
Investments, Inc. as its investment
manager
By:/s/ Jason Groom
---------------------------------
Title: Vice President
PILGRIM CLO 1999-1 LTD.,
By Pilgrim Investments, Inc,
as its investment manager
By:/s/ Jason Groom
---------------------------------
Title: Vice President
PILGRIM PRIME RATE TRUST
By Pilgrim Investments, Inc,
as its investment manager
By:/s/ Jason Groom
---------------------------------
Title: Vice President
STEIN ROE & FARNHAM CLO 1 LTD.,
By Stein Roe & Farnham Incorporated,
As Portfolio Manager
By:
---------------------------------
Title:
STEIN ROE FLOATING RATE LIMITED
LIABILITY COMPANY
By:
---------------------------------
Title:
TRAVELERS CORPORATE LOAN FUND
By:/s/ John W. Petchler
---------------------------------
Title: Second Vice President
TRAVELERS INSURANCE COMPANY
By:/s/ John W. Petchler
---------------------------------
Title: Second Vice President
VAN KAMPEN PRIME RATE INCOME TRUST
By: Van Kampen Investment
Advisory Corp.
By:
---------------------------------
Title:
VAN KAMPEN SENIOR FLOATING RATE FUND
By:
---------------------------------
Title:
VAN KAMPEN SENIOR INCOME TRUST
By:
---------------------------------
Title:
MAGNATITE ASSET INVESTORS
By:
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Title: