FIFTH SUPPLEMENTAL INDENTURE, dated as of April 30, 2001 (the "Supplemental
Indenture") between Outsourcing Solutions Inc., a corporation organized under
the laws of the State of Delaware (the "Company"), and Pacific Software
Consulting, LLC, a Delaware limited liability company ("Additional Guarantor")
(as defined below) and Wilmington Trust Company (the "Trustee"), as Trustee
under the Indenture (as defined below). Capitalized terms used and not defined
herein shall have the same meanings given in the Indenture unless otherwise
indicated.
WHEREAS, the Company, the Guarantors thereto and the Trustee are parties to
that certain Indenture dated as of November 6, 1996 (the "Indenture") pursuant
to which the Company issued its 11% Senior Subordinated Notes 2006 (the "Notes")
and the Guarantors guaranteed the obligations of the Company under the Indenture
and the Notes;
WHEREAS, pursuant to Section 4.18 of the Indenture, if the Company acquires
or creates any additional subsidiary which is a domestic Restricted Subsidiary,
each such subsidiary shall execute and deliver a supplemental indenture pursuant
to which such subsidiary shall unconditionally guaranty the Company's
obligations under the Notes;
WHEREAS, the Additional Guarantor is a domestic Restricted Subsidiary of
the Company;
WHEREAS, the Company and the Trustee desire to have the Additional
Guarantor enter into this Supplemental Indenture and agree to guaranty the
obligations of the Company under the Indenture and the Notes and the Additional
Guarantor desires to enter into the Supplemental Indenture and to guaranty the
obligations of the Company under the Indenture and the Notes as of such date;
WHEREAS, Section 9.01 of the Indenture provides that the Company, the
Guarantors and the Trustee may, without the written consent of the holders of
the outstanding Notes, amend the Indenture as provided herein;
WHEREAS, by entering into this Supplemental Indenture, the Company, and the
Trustee have consented to amend the Indenture in accordance with the terms and
conditions herein; and
WHEREAS, each Guarantor hereby acknowledges and consents to amend the
Indenture in accordance with the terms and conditions herein;
WHEREAS, all acts and things prescribed by the Articles of Organization and
the Limited Liability Company Agreement (each as now in effect) of the
Additional Guarantor necessary to make this Supplemental Indenture a valid
instrument legally binding on the Additional Guarantor for the purposes herein
expressed, in accordance with its terms, have been duly done and performed;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, the Additional Guarantor and the Trustee hereby agree for the benefit
of each other and the equal and ratable benefit of the holders of the Notes as
follows:
1. Additional Guarantor as Guarantor. As of the date hereof and pursuant to
this Indenture Supplement, the Additional Guarantor shall become a Guarantor
under clause (ii) of the definition of Guarantor in the Indenture in accordance
with the terms and conditions of the Indenture and shall assume all rights and
obligations of a Guarantor thereunder.
2. Compliance with and Fulfillment of Condition of Section 4.18. The
execution and delivery of this Supplemental Indenture by the Additional
Guarantor (along with such documentation relating thereto as the Trustee shall
require, including, without limitation, an Opinion of Counsel as to the
enforceability of the Supplemental Indenture and an Officer's Certificate)
fulfills the obligations of the Company under Section 4.18 of the Indenture.
3. Construction. For all purposes of this Supplemental Indenture, except as
otherwise herein expressly provided or unless the context otherwise requires:
(i) the terms and expressions used herein shall have the same meanings as
corresponding terms and expressions used in the Indenture; and (ii) the words
"herein," "hereof" and "hereby" and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not
to any particular Section hereof.
4. Trustee Acceptance. The Trustee accepts the amendment of the Indenture
effected by this Supplemental Indenture, as hereby amended, but only upon the
terms and conditions set forth in the Indenture, as hereby amended, including
the terms and provisions defining and limiting the liabilities and
responsibilities of the Trustee in the performance of its duties and obligations
under the Indenture, as hereby amended. Without limiting the generality of the
foregoing, the Trustee has no responsibility for the correctness of the recitals
of fact herein contained which shall be taken as the statements of each of the
Company and the Additional Guarantor, respectively, and makes no representations
as to the validity or enforceability against any of the Company or the
Additional Guarantor.
5. Indenture Ratified. Except as expressly amended hereby, the Indenture is
in all respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect.
6. Holders Bound. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every holder of the Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.
7. Successors and Assigns. This Supplemental Indenture shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
8. Counterparts. This Supplemental Indenture may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original, and all of such counterparts shall together constitute one and the
same instrument.
9. Governing Law. This Supplemental Indenture shall be governed by and
construed in accordance with the internal laws of the State of New York without
giving effect to principles of conflicts of laws.
IN WITNESS WHEREOF, the Company, the Additional Guarantor and the Trustee
have caused this Supplemental Indenture to be duly executed as of the date first
above written.
COMPANY:
OUTSOURCING SOLUTIONS INC.
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: President
ADDITIONAL GUARANTOR:
PACIFIC SOFTWARE CONSULTING, LLC.
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: Chairman
TRUSTEE:
WILMINGTON TRUST COMPANY, not in its individual
capacity but solely as trustee
By: /s/
--------------------------
Title: Vice President
--------------------------
ACKNOWLEDGED AND CONSENTED:
OSI SUPPORT SERVICES, INC.
(formerly known as Payco American Corporation)
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: President
OSI COLLECTION SERVICES, INC.
(formerly known as Payco-General American Credits, Inc.)
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: President
OSI EDUCATION SERVICES, INC.
(formerly known as University Accounting Service, Inc.)
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: President
JENNIFER LOOMIS & ASSOCIATES, INC.
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: President
ASSET RECOVERY & MANAGEMENT CORP.
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: President
QUALINK, INC.
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: President
INDIANA MUTUAL CREDIT ASSOCIATION, INC.
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: President
GRABLE, GREINER & WOLFF, INC.
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: President
PROFESSIONAL RECOVERIES, INC.
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: President
PAYCO AMERICAN INTERNATIONAL CORP.
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: President
OSI PORTFOLIO SERVICES, INC.
(formerly known as Account Portfolios, Inc.)
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: Chairman
GULF STATE CREDIT, L.L.C.
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: Chairman
PERIMETER CREDIT, L.L.C.
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: Chairman
NORTH SHORE AGENCY, INC.
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: Vice President
THE UNION CORPORATION
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: President
OSI OUTSOURCING SERVICES, INC.
(formerly known as Interactive Performance, Inc.)
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: Chairman
TRANSWORLD SYSTEMS, INC.
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: Vice President
UCO PROPERTIES, INC.
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: President
UNION SPECIALTY STEEL CASTING CORPORATION
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: President
UNION FINANCIAL SERVICES GROUP, INC.
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: President
AMERICAN RECOVERY COMPANY, INC.
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: President
C.S.N. CORP.
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: President
GENERAL CONNECTOR CORPORATION
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: President
U.C.O.-M.B.A. CORPORATION
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: President
UNIVERSITY ACCOUNTING SERVICE, LLC
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: President
RWC CONSULTING GROUP, LLC.
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: Chairman
OSI OUTSOURCING SERVICES INTERNATIONAL, LTD.
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: Chairman of the Board
COAST TO COAST CONSULTING, LLC
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: Chairman
PAE LEASING, LLC
By: /s/ Timothy G. Beffa
--------------------------
Timothy G. Beffa
Title: Chairman
GUARANTEE
Pacific Software Consulting, LLC (the "Guarantor") has unconditionally
guaranteed on a senior basis (the "Guarantee") that the Principal of, interest
and Additional Interest, if any, on and any Additional Amounts, if any, with
respect to the Security upon which this notation is endorsed, will be duly and
punctually paid in full when due, whether at maturity, by acceleration or
otherwise, and interest on overdue Principal, and (to the extent permitted by
law) interest on any interest or Additional Interest, if any, on or Additional
Amounts, if any, with respect to the Securities and all other Obligations of the
Company to the Holders or the Trustee under the Securities or the Indenture
(including fees, expenses or other Obligations) will be promptly paid in full or
performed.
The obligations of the Guarantor to the Holders of Securities and to the
Trustee pursuant to the Guarantee and the Indenture and the Fifth Supplemental
Indenture are expressly set forth, and are senior obligations of each such
Guarantor to the extent and in the manner provided, in Article X of the
Indenture, and reference is made to such Indenture for the precise terms of the
Guarantee therein made.
A trustee, director, officer, employee, stockholder or incorporator, as
such of the Guarantor shall not have any liability for any obligations of the
Guarantor under the Securities, the Indenture, the Supplemental Indenture or the
Guarantee or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Security waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Guarantee.
All capitalized terms used but not defined herein shall have the meaning
ascribed to them in the Security upon which this notation is endorsed. As used
herein the "Fifth Supplemental Indenture" means the Fifth Supplemental
Indenture, dated as of April 30, 2001, among the Company, the Original
Guarantors (as defined therein), the Additional Guarantor (as defined therein)
and the Trustee.
The Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Securities upon which the Guarantee is
noted shall have been executed by the Trustee under the Indenture and the Fifth
Supplemental Indenture by the manual signature of one of its authorized
officers.
Guarantor: Pacific Software Consulting, LLC
By: /s/ Timothy G. Beffa
----------------------------------
Name: Timothy G. Beffa
Title: Chairman