THIRD SUPPLEMENTAL INDENTURE, dated as of September 29, 2000 (the
"Supplemental Indenture") between Outsourcing Solutions, Inc., a corporation organized under
the laws of the State of Delaware (the "Company"), and RWC CONSULTING GROUP, LLC, a Delaware
limited liability company, and OSI OUTSOURCING SERVICES INTERNATIONAL, LTD., a Delaware
corporation ("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 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, each of the Additional Guarantors is a domestic Restricted Subsidiary
of the Company;
WHEREAS, the Company and the Trustee desire to have the Additional Guarantors
enter into this Supplemental Indenture and agree to guaranty the obligations of the Company
under the Indenture and the Notes and the Additional Guarantors desire 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 Certificate of Incorporation,
Bylaws, Articles of Organization and the Limited Liability Company Agreement (as
appropriate, each as now in effect) of the Additional Guarantors necessary to make this
Supplemental Indenture a valid instrument legally binding on the Additional Guarantors 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 of the Additional Guarantors 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 Guarantors (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 Guarantors, 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
ADDITIONAL GUARANTORS:
RWC CONSULTING GROUP, LLC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman
OSI OUTSOURCING SERVICES INTERNATIONAL, LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman of the Board
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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
OSI COLLECTION SERVICES, INC.
(formerly known as Payco-General American Credits, Inc.)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
OSI EDUCATION SERVICES, INC.
(formerly known as University Accounting Service, Inc.)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ASSOCIATES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
ASSET RECOVERY & MANAGEMENT CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
QUALINK, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
INDIANA MUTUAL CREDIT ASSOCIATION, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
PROFESSIONAL RECOVERIES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
PAYCO AMERICAN INTERNATIONAL CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
OSI PORTFOLIO SERVICES, INC.
(formerly known as Account Portfolios, Inc.)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman
GULF STATE CREDIT, L.L.C.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman
PERIMETER CREDIT, L.L.C.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman
NORTH SHORE AGENCY, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
THE UNION CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
OSI OUTSOURCING SERVICES, INC.
(formerly known as Interactive Performance, Inc.)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman
TRANSWORLD SYSTEMS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
UCO PROPERTIES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
UNION SPECIALTY STEEL CASTING CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
UNION FINANCIAL SERVICES GROUP, INC.
By: //s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
AMERICAN RECOVERY COMPANY, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
C.S.N. CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
GENERAL CONNECTOR CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
U.C.O.-M.B.A. CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
UNIVERSITY ACCOUNTING SERVICE, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
GUARANTEE
RWC Consulting Group, 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 Second 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
"Third Supplemental Indenture" means the Third Supplemental Indenture, dated as of September
29, 2000, 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 Third Supplemental Indenture by the
manual signature of one of its authorized officers.
Guarantor: RWC Consulting Group, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman
GUARANTEE
OSI Outsourcing Services International, Ltd. (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 Second 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
"Third Supplemental Indenture" means the Third Supplemental Indenture, dated as of September
29, 2000, 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 Third Supplemental Indenture by the
manual signature of one of its authorized officers.
Guarantor: OSI Outsourcing Services International, Ltd.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman of the Board