FIRST SUPPLEMENTAL INDENTURE, dated as of March 31, 1998 (the
"Supplemental Indenture") between Outsourcing Solutions, Inc., a corporation
organized under the laws of the State of Delaware (the "Company"), North Shore
Agency Inc., a New York corporation ("NSA"), Accelerated Bureau of Collections,
Inc., a Colorado corporation ("ABC"), Sherman Acquisition Corporation, a
Delaware corporation ("Sherman"), The Union Corporation, a Delaware corporation
("Union"), Allied Bond & Collection Agency, Inc., a Delaware corporation
("Allied Bond"), American Child Support Service Bureau, Inc., a Pennsylvania
corporation ("American Child"), Capital Credit Corporation, a Delaware
corporation ("CCC"), High Performance Services, Inc., a Delaware corporation
("HPSI"), High Performance Services of Florida, Inc., a Delaware corporation
("HPSI Florida"), Interactive Performance, Inc., a Delaware corporation ("IPI"),
Interactive Performance of Florida, Inc., a Delaware corporation ("IPFL"),
Interactive Performance of Georgia, Inc., a Delaware corporation ("IPGA"),
Transworld Systems Inc., a California corporation ("TSI"), UCO Properties, Inc.,
a Delaware corporation ("UCO Properties"), Union Financial Services Group, Inc.
, a Nevada corporation ("UCOFS"), American Recovery Company, Inc., a Maryland
corporation ("ARC"), C.S.N. Corp., a Illinois corporation ("CSN"), General
Connector Corporation, a Massachusetts corporation ("GCC"), U.C.O.-M.B.A.
Corporation, a Pennsylvania corporation ("UCOMBA"), Union Specialty Steel
Casting Corporation, a Pennsylvania corporation ("Union Steel"), Perimeter
Credit, L.L.C., a Delaware limited liability company ("Perimeter") and Gulf
State Credit, L.L.C., a Delaware limited liability company ("Gulf State"), (each
individually, an "Additional Guarantor" and collectively, the "Additional
Guarantors") (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 listed therein 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, each of the Additional Guarantors is a domestic
Restricted Subsidiary of the Company;
WHEREAS, the Company and the Trustee desire to have each of the
Additional Guarantors enter into this Supplemental Indenture and agree to
guaranty the obligations of the Company under the Indenture and the Notes and
each 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 9.1 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
Incorporation and the By-laws (each as now in effect) of each 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 Guarantors 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 Guarantors as Guarantors. As of the date hereof and
pursuant to this Indenture Supplement, each 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 each 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 each Additional Guarantor, respectively, and makes no
representations as to the validity or enforceability against any of the Company
or the Additional Guarantors.
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 Guarantors 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
Title: President
ADDITIONAL GUARANTORS:
NORTH SHORE AGENCY, INC.
By: /s/ Timothy G. Beffa
Title: Vice President
ACCELERATED BUREAU OF COLLECTIONS, INC.
By: /s/ Timothy G. Beffa
Title: Vice President
SHERMAN ACQUISITION CORPORATION
By: /s/ Timothy G. Beffa
Title: President
THE UNION CORPORATION
By: /s/ Timothy G. Beffa
Title: President
ALLIED BOND & COLLECTION AGENCY, INC.
By: /s/ Richard C. Hoffman
Title: Assistant Secretary
AMERICAN CHILD SUPPORT SERVICE BUREAU, INC.
By: /s/ Richard C. Hoffman
Title: Assistant Secretary
CAPITAL CREDIT CORPORATION
By: /s/ Timothy G. Beffa
Title: Chief Executive Officer
HIGH PERFORMANCE SERVICES, INC.
By: /s/ Timothy G. Beffa
Title: President
HIGH PERFORMANCE SERVICES OF FLORIDA, INC.
By: /s/ Timothy G. Beffa
Title: President
INTERACTIVE PERFORMANCE, INC.
By: /s/ Timothy G. Beffa
Title: Chairman of the Board
INTERACTIVE PERFORMANCE SERVICES OF
FLORIDA, INC.
By: /s/ Timothy G. Beffa
Title: President
INTERACTIVE PERFORMANCE SERVICES OF
GEORGIA, INC.
By: /s/ William B. Hewitt
Title: President
TRANSWORLD SYSTEMS INC.
By: /s/ Richard C. Hoffman
Title: Assistant Secretary
UCO PROPERTIES, INC.
By: /s/ Timothy G. Beffa
Title: President
UNION FINANCIAL SERVICES GROUP, INC.
By: /s/ Timothy G. Beffa
Title: Vice President
AMERICAN RECOVERY COMPANY, INC.
By: /s/ Timothy G. Beffa
Title: President
C.S.N. CORP.
By: /s/ Timothy G. Beffa
Title: President
GENERAL CONNECTOR CORPORATION
By: /s/ Timothy G. Beffa
Title: President
U.C.O.-M.B.A. CORPORATION
By: /s/ Timothy G. Beffa
Title: President
UNION SPECIALTY STEEL CASTING CORPORATION
By: /s/ Timothy G. Beffa
Title: President
PERIMETER CREDIT, L.L.C.
By Account Portfolios Inc.,
as Sole Member
By: /s/ Timothy G. Beffa
Title: Chairman of the Board
GULF STATE CREDIT, L.L.C.
By Account Portfolios, Inc.,
as Sole Member
By: /s/ Timothy G. Beffa
Title: Chairman of the Board
TRUSTEE:
WILMINGTON TRUST COMPANY
By: /s/ Bruce L. Bisson
Title: Vice President
ACKNOWLEDGED AND CONSENTED:
CFC SERVICES CORP.
By: /s/ Timothy G. Beffa
Title: President
A.M. MILLER & ASSOCIATES, INC.
By: /s/ Timothy G. Beffa
Title: Treasurer
THE CONTINENTAL ALLIANCE, INC.
By: /s/ Richard C. Hoffman
Title: Assistant Secretary
ALASKA FINANCIAL SERVICES, INC.
By: /s/ Richard C. Hoffman
Title: Assistant Secretary
ACCOUNT PORTFOLIOS, INC.
By: /s/ Timothy G. Beffa
Title: Chairman of the Board
PAYCO AMERICAN CORPORATION
By: /s/ Timothy G. Beffa
Title: President
PAYCO-GENERAL AMERICAN CREDITS, INC.
By: /s/ Timothy G. Beffa
Title: Vice President
NATIONAL ACCOUNT SYSTEMS, INC.
By: /s/ Timothy G. Beffa
Title: Vice President
UNIVERSITY ACCOUNTING SERVICE, INC.
By: /s/ Timothy G. Beffa
Title: Vice President
ASSET RECOVERY & MANAGEMENT CORP.
By: /s/ Timothy G. Beffa
Title: Vice President
INDIANA MUTUAL CREDIT ASSOCIATION, INC.
By: /s/ Timothy G. Beffa
Title: Vice President
FURST AND FURST, INC.
By: /s/ Timothy G. Beffa
Title: Vice President
JENNIFER LOOMIS & ASSOCIATES, INC.
By: /s/ Timothy G. Beffa
Title: Vice President
FM SERVICES CORPORATION
By: /s/ Timothy G. Beffa
Title: Vice President
QUALINK, INC.
By: /s/ Timothy G. Beffa
Title: Vice President
PROFESSIONAL RECOVERIES INC.
By: /s/ Timothy G. Beffa
Title: Vice President
PAYCO AMERICAN INTERNATIONAL CORP.
By: /s/ Timothy G. Beffa
Title: Vice President
GUARANTEE
___________________________________ (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 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 "First Supplemental Indenture" means the First Supplemental
Indenture, dated as of March 31, 1998, among the Company, the Original
Guarantors (as defined therein), the Additional Guarantors (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 First Supplemental Indenture by the manual signature of one of its
authorized officers.
Guarantor:
By:
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Name:
Title: