FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT, dated as of April 4, 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:
--------------------
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, is referred to as the "Credit Agreement") and waive certain
Defaults, as more fully described below;
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.
"Fourth Amendment Effective Date" is defined in Part IV.
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 Fourth 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 Subparts 2.1.1 and 2.1.4.
SUBPART 2.1.1. Section 1.1 of the Existing Credit Agreement is hereby
amended by adding the following definitions in the appropriate alphabetical
order:
"2002 Preferred Equity Documents" means the documentation delivered in
connection with the issuance of the 2002 Preferred Equity.
"2002 Preferred Equity" means the Borrower's convertible preferred
Capital Securities issued in exchange for $4,150,000 on or about the Fourth
Amendment Effective Date.
"Amendment Period" means the period commencing on the Fourth Amendment
Effective Date and ending on December 31, 2002.
"Consultant" is defined in Section 7.1.14.
"Fourth Amendment" means the Fourth Amendment to this Agreement, dated
as of April 4, 2002, among the Borrower and the Lenders party thereto.
"Fourth Amendment Effective Date" is defined in Part IV of the Fourth
Amendment.
"NSA Adjustment" means the negative impact on EBITDA resulting from
the accounting methods used by North Shore Agency Inc., in an amount of
$5,700,000 (in total, and not on a cumulative basis (i.e., not
$17,100,000)) for each of the Fiscal Quarters ending March 31, 2002, June
30, 2002 and September 30, 2002; provided, however, that, if
PricewaterhouseCoopers, following its accounting review of the Borrower's
and North Shore Agency Inc.'s financial statements, determines that the
Borrower needs to restate its financial statements for either (or both) of
the 1999 or 2000 Fiscal Years, then the Borrower may, with the consent of
the Syndication Agent, allocate the portion of the $5,700,000 (as advised
by PricewaterhouseCoopers) to such periods, but such allocation shall
result in a reduction, Dollar-for-Dollar, in the amount added back to the
Fiscal Quarters ending March 31, 2002, June 30, 2002 and September 30,
2002.
SUBPART 2.1.2. The definition of "Applicable Margin" contained in Section
1.1 of the Existing Credit Agreement is hereby amended and restated as follows:
"Applicable Margin" means, at all times during the applicable periods
set forth below,
(a) for all Loans, at all times prior to the Fourth Amendment
Effective Date the rate calculated in accordance with this Agreement as in
effect immediately prior to the Fourth Amendment Effective Date;
(b) on and after the Fourth Amendment Effective Date, with respect to
the unpaid principal amount of each Term B Loan maintained as a (i) Base
Rate Loan, 3.50% per annum, and (ii) LIBO Rate Loan, 4.50% per annum;
(c) on and after the Fourth Amendment Effective Date to (but
excluding) the date on which the Compliance Certificate for the Fiscal
Quarter ending December 31, 2002 is delivered to the Administrative Agent
pursuant to clause (c) of Section 7.1.1, with respect to the unpaid
principal amount of each (i) Revolving Loan and Term A Loan maintained as a
Base Rate Loan, 2.75% per annum, and (ii) Revolving Loan and Term A Loan
maintained as a LIBO Rate Loan, 3.75% per annum; and
(d) on and after the date on which the Compliance Certificate
described in clause (c) above is delivered to the Administrative Agent,
with respect to the unpaid principal amount of each Revolving Loan and Term
A Loan, the rate determined by reference to the applicable Leverage Ratio
and at the applicable percentage per annum set forth below under the column
entitled "Applicable Margin for Base Rate Loans", in the case of such Loans
made or maintained as Base Rate Loans, or by reference to the applicable
Leverage Ratio and at the applicable percentage per annum set forth below
under the column entitled "Applicable Margin for LIBO Rate Loans", in the
case of such Loans made or maintained as LIBO Rate Loans:
Applicable Applicable
Margin For Margin For
Leverage Ratio Base Rate Loans LIBO Rate Loans
-------------- --------------- ---------------
greater than or equal
to 4.00:1.00 2.25% 3.25%
greater than or equal to 1.75% 2.75%
3.50:1.00 and less than
4.00:1.00
greater than or equal to 1.25% 2.25%
2.75:1.00 and less than
3.50:1.00
less than 2.75:1.00 0.75% 1.75%
Subject to clause (c), the Leverage Ratio used to compute the Applicable Margin
shall be the Leverage Ratio set forth in the Compliance Certificate most
recently delivered by the Borrower to the Administrative Agent; changes in the
Applicable Margin resulting from a change in the Leverage Ratio shall become
effective upon delivery by the Borrower to the Administrative Agent of a new
Compliance Certificate pursuant to clause (c) of Section 7.1.1. If the Borrower
shall fail to deliver a Compliance Certificate by the delivery due date
specified in such clause, the Applicable Margin from and including the day
immediately following such delivery due date to (but excluding) the date the
Borrower delivers to the Administrative Agent a Compliance Certificate shall
(subject to clause (c)) conclusively be equal to the highest Applicable Margin
set forth above.
SUBPART 2.1.3. The definition of "EBITDA" contained in Section 1.1 of the
Existing Credit Agreement is hereby amended by deleting the period appearing at
the end of such definition and inserting a new "clause (g)" in its place, to
read in its entirety as follows:
plus
(g) for the Fiscal Quarters ending March 31, 2002, June 30, 2002
and September 30, 2002, the NSA Adjustment.
SUBPART 2.1.4.The existing definitions of "Preferred Equity" and "Preferred
Equity Documents" are hereby deleted from the fourth recital to the Existing
Credit Agreement and further amended and restated in their entirety to read as
follows:
"Preferred Equity" means, collectively, the PIK Preferred Equity, the
Junior PIK Preferred Equity and the 2002 Preferred Equity.
"Preferred Equity Documents" means, collectively, the PIK Preferred
Equity Documents, the Junior PIK Preferred Equity Documents, the 2002
Preferred Equity Documents and each other document delivered by the
Borrower in connection with any issuance of preferred Capital Securities of
the Borrower.
SUBPART 2.2. Amendment to Article II. Section 2.1.2 of the Existing Credit
Agreement is hereby amended by adding the following sentence to the end of such
Section:
Notwithstanding anything else contained in this Agreement or any other
Loan Document, during the Amendment Period the Borrower hereby agrees
that the sum of (i) the aggregate outstanding principal amount of
Revolving Loans, plus (ii) the aggregate outstanding principal amount
of Swing Line Loans, plus (iii) the aggregate amount of Letters of
Credit Outstanding shall not exceed the then existing Revolving Loan
Commitment Amount less $5,000,000.
SUBPART 2.3. Amendments to Article III. Article III of the Existing Credit
Agreement is hereby amended as set forth in Subparts 2.3.1 through 2.3.6.
SUBPART 2.3.1. Clause (b) of Section 3.1.1 of the Existing Credit Agreement
is hereby amended and restated in its entirety to read as follows:
(b) On each date when the sum of (i) the aggregate outstanding
principal amount of all Revolving Loans and Swing Line Loans and (ii)
the aggregate amount of all Letter of Credit Outstandings exceeds the
Revolving Loan Commitment Amount (as it may be reduced from time to
time pursuant to this Agreement) less (solely during the Amendment
Period) $5,000,000, the Borrower shall make a mandatory prepayment of
Revolving Loans or Swing Line Loans (or both) and, if necessary, Cash
Collateralize Letter of Credit Outstandings, in an aggregate amount
equal to such excess.
SUBPART 2.3.2. Clause (e) of Section 3.1.1 of the Existing Credit Agreement
is hereby amended by (i) inserting "(i)" following the words "provided,
however," and (ii) inserting the following language immediately before the
period at the end of such clause:
and (ii) notwithstanding anything else contained in this Agreement,
for the 2002 Fiscal Year the Borrower shall be required to make or
cause to be made a mandatory prepayment of the Loans in an amount
equal to 100% of the Excess Cash Flow (if any) for such Fiscal Year,
to be applied as set forth in Section 3.1.2.
SUBPART 2.3.3. Clauses (e), (f), (g) and (h) of Section 3.1.1 of the
Existing Credit Agreement are hereby amended by deleting the words "Term Loans"
in such clauses and inserting the word "Loans" in its place.
SUBPART 2.3.4. Clauses (f), (g) and (h) of Section 3.1.1 of the Existing
Credit Agreement are hereby further amended by inserting "(at all times other
than during the Amendment Period), and $500,000 (during the Amendment Period)"
following the number "$2,000,000" in such clauses.
SUBPART 2.3.5. Clause (g) of Section 3.1.1 of the Existing Credit Agreement
is hereby further amended inserting "(at all times other than during the
Amendment Period), and 100% (during the Amendment Period)" following the
percentage "50%" in such clause.
SUBPART 2.3.6. Section 3.1.2 of the Existing Credit Agreement is hereby
amended as follows.
(i) clause (a) of such Section is hereby amended by changing the words
"Subject to clause (b)," to "Subject to clauses (b) and (c),"
(ii) clause (b) of such Section is hereby amended by (A) deleting the
words "Term Loans" in the first line of such clause and inserting the
words "Loans" in its place and (B) inserting the words "(at all times
other than during the Amendment Period)" following the letter "(g)"
each time it appears in such clause; and
(iii) adding a new clause (c), to read in its entirety as follows:
(c) During the Amendment Period, each prepayment of Loans made
pursuant to clause (g) of Section 3.1.1 shall be applied (i) by
applying (A) 50% of the Net Equity Proceeds pro rata to a mandatory
prepayment of the outstanding principal amount of all Term A Loans and
Term B Loans (with the amount of such prepayment of the Term A Loans
and the Term B Loans being applied to the remaining scheduled
amortization payments of the Term A Loans or Term B Loans, as the case
may be, in inverse order in accordance with the amount of each such
remaining Term A Loan or Term B Loan amortization payments) and (B)
50% of the Net Equity Proceeds to a mandatory prepayment of the
outstanding principal amount of all Revolving Loans (which shall not
result in a reduction of the Revolving Loan Commitment Amount), until
all outstanding Revolving Loans have been paid in full and the
remainder, if any, applied in accordance with clause (c)(i)(A) above
and (ii) once all Term Loans have been repaid in full, then 100% of
such Net Equity Proceeds to the prepayment of any outstanding
Revolving Loans and to a reduction of the Revolving Loan Commitment
Amount in accordance with Section 2.2.2; provided, however, that, in
the case of any prepayment of Term B Loans made pursuant to clause (g)
of Section 3.1.1, if the Borrower (at any time prior to the repayment
in full of the Term A Loans) elects in writing, in its sole
discretion, to permit any Lender that has Term B Loans to decline to
have such Loans so prepaid, then any Lender that has Term B Loans may,
by delivering a notice to the Administrative Agent at least one
Business Day prior to the date that such prepayment is to be made,
decline to have such Loans prepaid with the amounts set forth above,
in which case 50% of the amounts that would have been applied to a
prepayment of such Lender's Term B Loans shall instead be applied to a
prepayment of the principal amount of all outstanding Term A Loans
until all outstanding Term A Loans have been prepaid in full, with the
balance being retained by the Borrower.
SUBPART 2.4. Amendments to Article VII. Article VII of the Existing Credit
Agreement is hereby amended as set forth in Subparts 2.4.1 through 2.4.10.
SUBPART 2.4.1. Section 7.1.1 of the Existing Credit Agreement is hereby
amended by (i) deleting the word "and" at the end of clause (i) thereof, (ii)
re-lettering "clause (j)" as "clause (l)" and (iii) inserting the following new
clauses in the appropriate order:
(j) for the first 45 days following the Fourth Amendment Effective
Date, as soon as possible and in any event no later than 3 Business
Days after the last day of each week, a weekly liquidity report in the
form delivered to the Syndication Agent prior to the Fourth Amendment
Effective Date;
(k) as soon as possible and in any event no later than 10 Business
Days after the last day of each month, a monthly liquidity report in
the form delivered to the Syndication Agent prior to the Fourth
Amendment Effective Date; and
SUBPART 2.4.2. New Sections 7.1.14 and 7.1.15 are hereby added to Article
VII of the Existing Credit Agreement, to read in their entirety as follows:
SECTION 7.1.14. Consultant Engagement. The Borrower hereby
consents to the engagement by Mayer, Brown, Rowe & Maw of FTI Policano
& Manzo (the "Consultant") to perform, among other things, consulting
services as directed by Mayer, Brown, Rowe & Maw, in consultation with
the Syndication Agent. The Borrower hereby agrees (i) to pay all
reasonable fees and reasonable out-of-pocket expenses owed to the
Consultant for providing such services promptly following receipt of
invoices from the Consultant and (ii) to cooperate fully with the
Consultant in the discharge of its duties to Mayer, Brown, Rowe & Maw,
including providing information to the Consultant and allowing the
Consultant to have access to the Borrower's and its U.S. Subsidiaries
management (at reasonable times during regular business hours and with
reasonable prior written notice (which may include notice by
electronic mail or facsimile transmission)) and the properties of the
Borrower and its U.S. Subsidiaries.
SECTION 7.1.15. Deleveraging Event. The Borrower hereby agrees
that (a) subsequent to March 28, 2002 but on or prior to December 31,
2002, the Borrower will either (i) issue (in one or more issuances)
its Capital Securities in exchange for gross cash proceeds of not more
than $25,000,000 and/or (ii) consummate some other corporate event or
asset Disposition, so that it will be in compliance with the financial
covenants set forth in Section 7.2.4 for the Fiscal Quarter ending
December 31, 2002 and (b) on or prior to January 5, 2003, the Borrower
will deliver a certificate to the Syndication Agent describing the
actions taken and including a good faith estimate of the calculation
of the financial covenants set forth in Section 7.2.4 as of December
31, 2002.
SUBPART 2.4.3. Section 7.2.2 of the Existing Credit Agreement is hereby
amended as follows:
(i) by inserting the words "at all times other than during the
Amendment Period and $1,000,000 during the Amendment Period, in each
case" following the number "$3,000,000" in clause (f)(ii) thereof; and
(ii) by inserting the words "at all times other than during the
Amendment Period and $2,000,000 during the Amendment Period" following
the number "$15,000,000" in clause (q) thereof.
SUBPART 2.4.4. The grid contained in clause (a) of Section 7.2.4 of the
Existing Credit Agreement for the period from July 1, 2001 through (and
including) March 31, 2003 is hereby amended to read as follows:
Period Leverage Ratio
------ --------------
07/01/01 through (and
including) 12/31/01 NOT TESTED
01/01/02 through (and
including) 03/31/02 5.25:1.00
04/01/02 through (and
including) 06/30/02 5.20:1.00
07/01/02 through (and
including) 09/30/02 4.90:1.00
10/01/02 through (and
including) 12/31/02 4.25:1.00
01/01/03 through (and
including) 03/31/03 4.00:1.00
SUBPART 2.4.5. The grid contained in clause (b) of Section 7.2.4 of the
Existing Credit Agreement for the period from April 1, 2002 through (and
including) December 31, 2002 is hereby amended to read as follows:
Period Interest Coverage Ratio
------ -----------------------
04/01/02 through (and
including) 06/30/02 2.15:1.00
07/01/02 through (and
including) 09/30/02 2.25:1.00
10/01/02 through (and
including) 12/31/02 2.40:1.00
SUBPART 2.4.6. Clause (c) of Section 7.2.4 of the Existing Credit Agreement
is hereby amended to read in its entirety as follows:
The Borrower will not permit the Fixed Charge Coverage Ratio as of the
last day of any Fiscal Quarter (beginning with the first Fiscal
Quarter of the 2000 Fiscal Year) to be less than (i) 1.25:1.00 through
(and including) each Fiscal Quarter ending on or before December 31,
2002, other than the Fiscal Quarter ending on June 30, 2002, (ii)
1.20:1 for the Fiscal Quarter ending on June 30, 2002 and (iii)
1.15:1.00 for each Fiscal Quarter ending after December 31, 2002.
SUBPART 2.4.7. The grid contained in clause (d) of Section 7.2.4 of the
Existing Credit Agreement for the period from January 1, 2002 through (and
including) June 30, 2002 is hereby amended to read as follows:
Period EBITDA
------ ------
01/01/02 through (and
including) 06/30/02 $102,500,000
SUBPART 2.4.8. Section 7.2.5 of the Existing Credit Agreement is hereby
amended as follows:
(i) by inserting the words "at any time other than during the
Amendment Period, " at the beginning of clause (g) thereof;
(ii) by inserting the words "; provided, however, that the
Borrower and its Subsidiaries may only consummate Permitted
Acquisitions during the Amendment Period if the sole consideration for
such Permitted Acquisition is Capital Securities of the Borrower and
the Borrower delivers a certificate to the Syndication Agent
certifying, with evidence reasonably satisfactory to the Syndication
Agent, that the Capital Securities or assets being acquired have
produced positive EBITDA for the four full Fiscal Quarters immediately
prior to the date of the consummation of such Permitted Acquisition;"
at the end of clause (g) thereof;
(iii) by inserting the words "(at all times other than during the
Amendment Period), and when aggregated with the amount of Investments
made by the Borrower and its Subsidiaries under clause (n), $2,000,000
(during the Amendment Period)" following the number "$3,000,000" to
clause (e)(i) thereof; and
(iv) by inserting the words "(at all times other than during the
Amendment Period) and when aggregated with the amount of Investments
made by the Borrower and its Subsidiaries under clause (e)(i),
$2,000,000 (during the Amendment Period), in each case" following the
number "$10,000,000" to clause (n) thereof.
SUBPART 2.4.9. Section 7.2.6 of the Existing Credit Agreement is hereby
amended as follows:
(i) by inserting "(i)" prior to the number "$5,000,000" in clause
(b) thereof;
(ii) by inserting the words "and (ii) $500,000 during the
Amendment Period" following the word "Agreement" in clause (b)
thereof; and
(iii) by inserting the words "; provided, however, that (i)
during the Amendment Period such advisory fees shall accrue and not be
paid and (ii) following the Amendment Period such accrued and unpaid
advisory fees shall (subject to the other terms of this Agreement) be
paid and the limitation set forth in this clause (c) shall be
increased by such amount so paid" following the word "Year" in clause
(c) thereof.
SUBPART 2.4.10.Section 7.2.7 of the Existing Credit Agreement is hereby
amended as follows:
(i) The first sentence of such Section is hereby amended by
deleting "and (ii)" and inserting ", (ii) for the 2001 Fiscal Year,
$20,000,000, (iii) for the 2002 Fiscal Year, $12,000,000 and (iv)
$20,000,000 (for the 2003 Fiscal Year and each Fiscal Year
thereafter)" in lieu thereof; and
(ii) by adding a new sentence to the end of such Section, to read
in its entirety as follows:
Notwithstanding anything else contained in this Section, the Borrower
hereby agrees that no portion of the 2001 Fiscal Year Carry-Forward
Amount (if any) for the 2001 Fiscal Year and the 2002 Fiscal Year
shall be permitted to be carried over to any subsequent Fiscal Year.
PART III
WAIVER OF EXISTING DEFAULTS
SUBPART 3.1. Waiver of Defaults. By their signature below, the Lenders
hereby waive all Defaults which have occurred prior to the Fourth Amendment
Effective Date (i) as a result of a breach of the representations under Sections
6.5, 6.6, 6.10 and 6.13 of the Existing Credit Agreement and (ii) as a result of
a breach of the covenants set forth in Sections 7.1.1, 7.1.5, 7.2.4 and 7.2.5
(in the case of the acquisition of Willis Associates on or about January 21,
2002 for consideration of approximately $100,000) of the Existing Credit
Agreement, in each case to the extent such Defaults are caused by the accounting
methods used by North Shore Agency Inc. (referred to as the "NSA Situation"),
including any restatement of or adjustments made to the financial statements of
the Borrower or any of its Subsidiaries resulting from the NSA Situation
required by PricewaterhouseCoopers after the Fourth Amendment Effective Date for
the 1999 and 2000 Fiscal Years with the consent of the Syndication Agent. In
addition, by their signature below, the Lenders hereby waive all Defaults which
have occurred prior to the Fourth Amendment Effective Date under the Subsidiary
Guaranty as a result of the NSA Situation.
PART IV
CONDITIONS TO EFFECTIVENESS
This Amendment (and the amendments and other modifications contained
herein) shall become effective as of the Fourth Amendment Effective Date when
the conditions set forth in this Part have been satisfied.
SUBPART 4.1. 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 4.2. Affirmation and Consent. The Syndication Agent shall have
received counterparts of an Affirmation and Consent, dated as of the Fourth
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 4.3. 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 4.4. 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
0.25% of the sum of (i) the outstanding principal amount of Loans owing to such
Lender on such date plus (ii) such Lender's RL Percentage of the unused portion
of the Revolving Loan Commitment Amount (net of outstanding Swing Line Loans and
Letters of Credit outstanding) on such date, 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 Jason Kanner, Esq. at Mayer, Brown,
Rowe & Maw, 1675 Broadway, New York, New York 10019, facsimile number:
212-262-1910, at or prior to 5:00 p.m. (New York time) on April 4, 2002.
SUBPART 4.5. Equity Issuance. Contemporaneously with the effectiveness of
this Amendment, the Borrower shall have received at least $4,150,000 in
consideration for its issuance of the 2002 Preferred Equity (as defined in
Subpart 2.1.1), with such amount being deemed received during the Amendment
Period (as defined in Subpart 2.1.1).
SUBPART 4.6. 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 V
MISCELLANEOUS PROVISIONS
SUBPART 5.1. Cross-References. References in this Amendment to any Part or
Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment.
SUBPART 5.2. 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 5.3. 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 5.4. 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 5.5. 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 5.6. 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 5.7. 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 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. Without limiting the foregoing, the Borrower represents and
warrants to Lenders that the representation set forth in Section 6.16 of the
Existing Credit Agreement is true and correct as of the Fourth Amendment
Effective Date.
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/ Bill O'Daly
---------------------------------
Title: Director
FLEET NATIONAL BANK
By: /s/
---------------------------------
Title: Vice President
HARRIS TRUST AND SAVINGS BANK
By: /s/ Kathleen J. Collins
---------------------------------
Title: Vice President
ISLES CBO, LIMITED
BY: AMERICAN EXPRESS ASSET MANAGEMENT
GROUP INC. AS COLLATERAL MANAGER
By: /s/
---------------------------------
Title:
CEDAR CBO, LIMITED
BY: AMERICAN EXPRESS ASSET MANAGEMENT
GROUP INC. AS COLLATERAL MANAGER
By: /s/
---------------------------------
Title:
CENTURION CDO II, LIMITED
AMERICAN EXPRESS ASSET MANAGEMENT
GROUP INC. AS COLLATERAL MANAGER
By: /s/ Lynn A. Hopton
---------------------------------
Title: Senior Managing Director
CENTURION CDO III, LIMITED
AMERICAN EXPRESS ASSET MANAGEMENT
GROUP INC. AS COLLATERAL MANAGER
By: /s/ Lynn A. Hopton
---------------------------------
Title: Senior Managing Director
CENTURION CDO I, LIMITED
AMERICAN EXPRESS ASSET MANAGEMENT
GROUP INC. AS COLLATERAL MANAGER
By: /s/ Lynn A. Hopton
---------------------------------
Title: Senior Managing Director
SEQUILLS-CENTURION V, LTD.
AMERICAN EXPRESS ASSET MANAGEMENT
GROUP INC. AS COLLATERAL MANAGER
By: /s/ Lynn A. Hopkin
---------------------------------
Title: Senior 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/ Ann E. Morris
---------------------------------
Title: Asst. Vice President
OLYMPIC FUNDING TRUST, SERIES 1999-3
By: /s/ Ann E. Morris
---------------------------------
Title: Asst. Vice President
BANK ONE
By: /s/ William D. Allsicht
---------------------------------
Title: Director
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/ Faraaz Kamran
---------------------------------
Title: Associate
HELLER FINANCIAL INC.
By: /s/ Gregory Hong
---------------------------------
Title: Duly Authorized Signatory
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
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
By: /s/ Steven J. Katz
---------------------------------
Title: Second Vice President and
Associate General Counsel
MAGNETITE ASSET INVESTORS, LLC
By: /s/ M.J. Williams
---------------------------------
Title: Director
DENALI CAPITAL LLC, MANAGING MEMBER
OF DC FUNDING PARTNERS LLC, PORTFOLIO
MANAGER FOR DENALI CAPITAL CLO I, LTD.
By: /s/ John Thacker
---------------------------------
Title: Chief Credit Officer
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
ING 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/ Christina Jamieson
---------------------------------
Title: Vice President
VAN KAMPEN PRIME RATE INCOME TRUST
BY: VAN KAMPEN INVESTMENT ADVISORY
CORP.
By: /s/ Christina Jamieson
---------------------------------
Title: Vice President
VAN KAMPEN SENIOR FLOATING RATE FUND
BY: VAN KAMPEN INVESTMENT ADVISORY
CORP.
By: /s/ Darvin D. Pierce
---------------------------------
Title: Executive Director
WACHOVIA BANK, N.A.
By: /s/ Robert Wilson
---------------------------------
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
FRANKLIN FLOATING RATE TRUST
By: /s/ Richard Hsu
---------------------------------
Title: Asst. Vice President