THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT, dated as of January 24, 2002 (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 party
hereto.
W I T N E S S E T H:
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WHEREAS, the Borrower, the Lenders, Credit Suisse First Boston (as
successor in interest of 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 1.1. 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.
"Third Amendment Effective Date" is defined in Part III.
SUBPART 1.2. 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 Third Amendment
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part.
SUBPART 2.1. Amendments to Article I. Article I of the Existing Credit
Agreement is hereby amended as set forth in Subpart 2.1.1.
SUBPART 2.1.1. The following definitions shall be inserted into Section 1.1
of the Existing Credit Agreement in the appropriate alphabetical order:
"Restructuring Charges" means nonrecurring charges, including
severance, relocation, rent and certain asset write-downs incurred by the
Borrower on or before June 30, 2002 in connection with the closing,
conversion, realignment and relocation by the Borrower of (a) call centers
in Roseville, MN; Englewood, CO, Trevose, PA; Jacksonville, FL; Richmond,
VA; Atlanta, GA; Olympia, WA and Oxnard, CA, (b) offices in Fishkill, WA;
Helena, MT; Bellevue, WA and Bakersfield, CA and (c) related business
units.
"Third Amendment Effective Date" means January 24, 2002.
SUBPART 2.1.2. The definition of "EBITDA" is hereby amended by deleting the
proviso appearing at the end of such definition and inserting a new clause (f)
in its place to read as follows:
plus
(f) solely for the purpose of calculating whether the
Borrower is in compliance with clauses (a) through (d) of Section
7.2.4, $2,200,000 of the amount deducted in determining Net
Income representing cash Restructuring Charges.
SUBPART 2.2. Amendment to Article VII. Clause (a) of Section 7.2.4 of the
Existing Credit Agreement is amended in its entirety to read as follows:
(a) The Borrower will not permit the Leverage Ratio as of the last day
of any Fiscal Quarter occurring during any period set forth below to be
greater than the ratio set forth opposite such period:
Period Leverage Ratio
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01/01/00 through (and
including) 3/31/01 5.00:1.00
04/01/01 through (and
including) 06/30/01 4.75:1.00
07/01/01 through (and
including) 12/31/01 4.50:1.00
01/01/02 through (and
including) 03/31/02 4.50:1.00
04/01/02 through (and
including) 06/30/02 4.25:1.00
07/01/02 through (and
including) 9/30/02 4.25:100
10/01/02 through (and
including) 12/31/02 4.00:1.00
01/01/03 through (and
including) 6/30/03 3.50:1.00
07/01/03 through (and
including) 06/30/04 3.00:1.00
07/01/04 through (and
including) 12/31/04 2.50:1.00
01/01/05 and thereafter 2.00:1.00
PART III
CONDITIONS TO EFFECTIVENESS
This Amendment (and the amendments and other modifications contained
herein) shall become effective as of the date first set forth above (the "Third
Amendment Effective Date") when the conditions set forth in this Part have been
satisfied.
SUBPART 3.1. 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 3.2. Affirmation and Consent. The Syndication Agent shall have
received counterparts of an Affirmation and Consent, dated as of the Third
Amendment Effective Date, and in form and substance satisfactory to the
Syndication Agent, duly executed and delivered by each OSI Shareholder
(including each investor party to the Stock Subscription Agreement) and each
Obligor other than the Borrower.
SUBPART 3.3. 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 3.4. 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 25
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 Ms. Christine Azzaro 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 24, 2002.
SUBPART 3.5. 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 4.1. Cross-References. References in this Amendment to any Part or
Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment.
SUBPART 4.2. 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 4.3. Successors and Assigns. This Amendment shall be binding upon
and inure to the benefit of the Borrower, the Lenders and their respective
successors and assigns.
SUBPART 4.4. 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 or OSI Shareholder which
would require the consent of the Lenders under the Existing Credit Agreement or
any of the Loan Documents.
SUBPART 4.5. 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 4.6. 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 4.7. 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/ Gary L. Weller
---------------------------------
Title: Executive Vice President and
Chief Financial Officer
CREDIT SUISSE FIRST BOSTON
By: /s/ Paul J. Corona
---------------------------------
Title: Director
By: /s/ Robert Hetu
---------------------------------
Title: Director
FLEET NATIONAL BANK
By: /s/
---------------------------------
Title: Vice President
HARRIS TRUST AND SAVINGS BANK
By: /s/
---------------------------------
Title: Vice President
CENTURION CDO 1, LIMITED
BY: AMERICAN EXPRESS ASSET MANAGEMENT
GROUP INC. AS COLLATERAL MANAGER
By: /s/ Michael M. Leyland
---------------------------------
Title: Managing Director
CENTURION CDO II, LTD.
BY: AMERICAN EXPRESS ASSET MANAGEMENT
GROUP INC. AS COLLATERAL MANAGER
By: /S/ Michael M. Leyland
---------------------------------
Title: Managing Director
CENTURION CDO III, LIMITED
AMERICAN EXPRESS ASSET MANAGEMENT
GROUP INC. AS COLLATERAL MANAGER
By: /s/ Michael M. Leyland
---------------------------------
Title: Managing Director
CEDAR CBO, LIMITED
BY: AMERICAN EXPRESS ASSET MANAGEMENT
GROUP INC. AS COLLATERAL MANAGER
By: /s/ Michael M. Leyland
---------------------------------
Title: Managing Director
SEQUILLS-CENTURION V, LTD.
AMERICAN EXPRESS ASSET MANAGEMENT
GROUP INC. AS COLLATERAL MANAGER
By: /s/ Michael M. Leyland
---------------------------------
Title: Managing Director
AG CAPITAL FUNDING PARTNERS, L.P.
BY: ANGELO, GORDON & CO., L.P.,
AS INVESTMENT ADVISOR
By: /s/ John W. Fraser
---------------------------------
Title: Managing Director
NORTHWOODS CAPITAL, LIMITED
BY: ANGELO, GORDON & CO., L.P.,
AS COLLATERAL MANAGER
By: /s/ John W. Fraser
---------------------------------
Title: Managing Director
NORTHWOODS CAPITAL, II, LIMITED
BY: ANGELO, GORDON & CO., L.P.,
AS COLLATERAL MANAGER
By: /s/ John W. Fraser
---------------------------------
Title: Managing Director
NORTHWOODS CAPITAL, III, LIMITED
BY: ANGELO, GORDON & CO., L.P.,
AS COLLATERAL MANAGER
By: /s/ John W. Fraser
---------------------------------
Title: Managing Director
BANK OF AMERICA, N.A.
By: /s/
---------------------------------
Title: Senior Vice President
MUIRFIELD TRADING LLC
By: /s/ Diana L. Mushill
---------------------------------
Title: Authorized Agent
OLYMPIC FUNDING TRUST, SERIES 1999-3
By: /s/ Diana L. Mushill
---------------------------------
Title: Authorized Agent
BANK ONE
By: /s/ Stephen E. McDonald
---------------------------------
Title: Senior Vice President
FIRST DOMINION FUNDING I
By: /s/ David H. Lerner
---------------------------------
Title: Authorized Signatory
FIRST DOMINION FUNDING II
By: /s/ David H. Lerner
---------------------------------
Title: Authorized Signatory
FIRST DOMINION FUNDING III
By: /s/ David H. Lerner
---------------------------------
Title: Authorized Signatory
CSAM FUNDING I
By: /s/ David H. Lerner
---------------------------------
Title: Authorized Signatory
DRESDNER BANK AG NEW YORK AND
GRAND CAYMAN BRANCHES
By: /s/ Gabriela Fields
---------------------------------
Title: Associate
By: /s/ James Jerz
---------------------------------
Title: Vice President
HELLER FINANCIAL INC.
BY: HELLER FINANCIAL ASSET MANAGEMENT LLC
AUTHORIZED AGENT
By: /s/ Shelia C. Weimer
---------------------------------
Title: Vice President
BALANCED HIGH-YIELD FUND II, LTD.
BY: ING CAPITAL ADVISORS LLC,
AS ASSET MANAGER
By: /s/ Gordon R. Cook
---------------------------------
Title: Senior Vice President and
Portfolio Manager
ARCHIMEDES FUNDING III, LTD.
BY: ING CAPITAL ADVISORS LLC,
AS ASSET MANAGER
By: /s/ Gordon R. Cook
---------------------------------
Title: Senior Vice President and
Portfolio Manager
JP MORGAN CHASE BANK
By: /s/ William J. Caggiano
---------------------------------
Title: Managing Director
KZH CYPRESSTREE-1 LLC
By: /s/ Susan Lee
---------------------------------
Title: Authorized Agent
KZH ING-2 LLC
By: /s/ Susan Lee
---------------------------------
Title: Authorized Agent
KZH RIVERSIDE LLC
By: /s/ Susan Lee
---------------------------------
Title: Authorized Agent
KZH STERLING LLC
By: /s/ Susan Lee
---------------------------------
Title: Authorized Agent
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Brian Peterson
---------------------------------
Title: First Vice President
MAPLEWOOD (CAYMAN) LTD
BY: MASS MUTUAL LIFE INSURANCE CO.,
AS INVESTMENT MANAGER
By: /s/ Steven J. Katz
---------------------------------
Title: Second Vice President and
Associate General Counsel
MASS MUTUAL LIFE INSURANCE COMPANY
By: /s/ Steven J. Katz
---------------------------------
Title: Second Vice President and
Associate General Counsel
WILBRAHAM CBO LTD
BY: DAVID L. BABSON & CO., INC.
AS INVESTMENT MANAGER
By: /s/ Kathleen Lynch
---------------------------------
Title: Managing Director
MASSMUTUAL HIGH YIELD PARTNERS II, LLC
BY: HYP MANAGEMENT, INC.
By: /s/ Kathleen Lynch
---------------------------------
Title: Managing Director
MERRILL LYNCH GLOBAL INVESTMENT SERIES:
INCOME STRATEGIES PORTFOLIO
BY: MERRILL LYNCH INVESTMENT MANAGERS,
L.P. AS INVESTMENT ADVISOR
By: /s/ Anthony Heyman
---------------------------------
Title: Authorized Signatory
MERRILL LYNCH SENIOR FLOATING RATE
FUND, INC.
By: /s/ Anthony Heyman
---------------------------------
Title: Authorized Signatory
PILGRIM AMERICA HIGH INCOME
INVESTMENTS INC. LTD.
BY: ING PILGRIM INVESTMENTS LLC
AS INVESTMENT MANAGER
By: /s/ Jason Groom
---------------------------------
Title: Vice President
MORGAN STANLEY PRIME INCOME TRUST
By: /s/ Shelia A. Finnerty
---------------------------------
Title: Executive Director
PILGRIM CLO 1999-LTD.
BY: ING PILGRIM INVESTMENTS LLC
AS INVESTMENT MANAGER
By: /s/ Jason Groom
---------------------------------
Title: Vice President
ML CLO XII PIGRIM AMERICA (CAYMAN) LTD.
BY: ING PILGRIM INVESTMENTS LLC
AS INVESTMENT MANAGER
By: /s/ Jason Groom
---------------------------------
Title: Vice President
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
BY: ING PILGRIM INVESTMENTS LLC
AS INVESTMENT MANAGER
By: /s/ Jason Groom
---------------------------------
Title: Vice President
PILGRIM PRIME RATE TRUST
BY: ING PILGRIM INVESTMENTS LLC
AS INVESTMENT MANAGER
By: /s/ Jason Groom
---------------------------------
Title: Vice President
LIBERTY-STEIN ROE ADVISOR FLOATING RATE
ADVANTAGE FUND.
BY: STEIN ROE & FARNHAM INCORPORATED,
AS ADVISOR
By: /s/ James R. Fellows
---------------------------------
Title: Senior Vice President
STEIN ROE FLOATING RATE LIMITED
LIABILITY COMPANY
By: /s/ James R. Fellows
---------------------------------
Title: Senior Vice President
STEIN ROE & FARNHAM CLO I LTD.,
BY: STEIN ROE & FARNHAM INCORPORATED,
AS PORTFOLIO MANAGER
By: /s/ James R. Fellows
---------------------------------
Title: Senior Vice President
COLUMBUS LOAN FUNDING LTD.
BY: TRAVELERS ASSET MANAGEMENT
INTERNATIONAL COMPANY, LLC
By: /s/ John Petchler
---------------------------------
Title: Vice President
THE TRAVELERS INSURANCE COMPANY
By: /s/ John Petchler
---------------------------------
Title: Vice President
TRAVELERS CORPORATE LOAN FUND INC.
BY: TRAVELERS ASSET MANAGEMENT
INTERNATIONAL COMPANY, LLC
By: /s/ John Petchler
---------------------------------
Title: Vice President
VAN KAMPEN SENIOR INCOME TRUST
BY: VAN KAMPEN INVESTMENT ADVISORY CORP.
By: /s/ Darvin D. Pierce
---------------------------------
Title: Executive Director
VAN KAMPEN PRIME RATE INCOME TRUST
BY: VAN KAMPEN INVESTMENT ADVISORY CORP.
By: /s/ Darvin D. Pierce
---------------------------------
Title: Executive Director
VAN KAMPEN SENIOR FLATING RATE FUND
BY: VAN KAMPEN INVESTMENT ADVISORY CORP.
By: /s/ Darvin D. Pierce
---------------------------------
Title: Executive Director
WACHOVIA BANK, N.A.
By: /s/ Catherine A. Cowan
---------------------------------
Title: Vice President
WELLS FARGO BANK, N.A.
By: /s/
---------------------------------
Title: Vice President
SZUDDER FLOATING RATE FUND
By: /s/ Kenneth Weber
---------------------------------
Title: Senior Vice President