EX-10.23 7 0007.txt EXHIBIT 10.23 FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT (this "Amendment"), dated as of March 24, 2000, to FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (the "Credit Agreement"), dated as of December 31, 1999, by and between NCO GROUP, INC., a Pennsylvania corporation ("NCO Group" or the "Borrower" and sometimes an "Obligor") and the Lenders listed on the signature pages hereto (together with other lenders party to the Credit Agreement from time to time pursuant to Section 11.9 of the Credit Agreement, and their successors and assigns, the "Lenders"), MELLON BANK, N.A., a national banking association ("Mellon") for itself and as Administrative Agent for the other Lenders (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent"). WHEREAS, the parties wish to amend the Credit Agreement on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained and intending to be legally bound hereby, the Borrowers and the Lenders agree that the Credit Agreement is hereby amended as follows: 1. Defined Terms. Capitalized terms not otherwise defined in this Amendment will have the meanings that the Credit Agreement gives to those terms. The Credit Agreement defines the term "Stock Payment" as follows: "Stock Payment" by any Person shall mean any dividend, distribution or payment of any nature (whether in cash, securities, or other property) on account of or in respect of any shares of the capital stock (or warrants, options or rights therefor) of such Person, including but not limited to any payment on account of the purchase, redemption, retirement, defeasance or acquisition of any shares of the capital stock (or warrants, options or rights therefor) of such Person, in each case regardless of whether required by the terms of such capital stock (or warrants, options or rights) or any other agreement or instrument. 2. Amendment to Credit Agreement. The Credit Agreement is hereby amended as follows: a. Section 6.6, page 41, Dividends and Related Distributions. The section is amended to read in its entirety as follows: Dividends and Related Distributions. No Obligor shall declare or make any Stock Payment, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, except that (a) one Obligor may make a Stock Payment to another Obligor and (b) during the year 2000, NCO Group may spend up to $20,000,000 of its cash on hand (approximately $55,000,000 as of the date of the First Amendment to the Credit Agreement) to repurchase shares of its common stock provided that (1) NCO Group will not fund the repurchases, directly or indirectly, with the proceeds of RC Loans and (2) no Default or Event of Default will exist at the time of any share repurchase or result from the share repurchase. 3. Representations and Warranties. The Borrower represents and warrants to the Lenders as follows: a. Credit Agreement. Each of the representations and warranties contained in the Credit Agreement is accurate on and as of the date hereof. b. No Defaults. As of the date hereof, no Default or Event of Default exists. 4. Continuing Effectiveness of Credit Agreement. Except as amended hereby, the Credit Agreement remains in full force and effect. [Signatures begin on next page] -2- IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written. NCO GROUP, INC. By:____________________________________ Michael J. Barrist, President and Chief Executive Officer [Signature page to First Amendment to NCO Credit Agreement] -3- MELLON BANK, N.A., for itself and as Administrative Agent By:_____________________________________ Liam M. Brickley Vice President [Signature Page to First Amendment to NCO Credit Agreement] -4- PNC BANK, NATIONAL ASSOCIATION By:_____________________________________ Robert Giannone Vice President [Signature Page to First Amendment to NCO Credit Agreement] -5- BANK OF AMERICA By:_____________________________________ Michael J. McKenney Managing Director [Signature Page to First Amendment to NCO Credit Agreement] -6- FIRST UNION NATIONAL BANK By:_____________________________________ Joan Anderson Vice President [Signature Page to First Amendment to NCO Credit Agreement] -7- SUNTRUST BANK, ATLANTA By:_____________________________________ Daniel S. Komitor Vice President By:_____________________________________ Name: Title: [Signature Page to First Amendment to NCO Credit Agreement] -8- UNION BANK OF CALIFORNIA, N.A. By:_____________________________________ J. Scott Jessup Vice President [Signature Page to First Amendment to NCO Credit Agreement] -9- NATIONAL CITY BANK OF PENNSYLVANIA By:_____________________________________ Marissa Mignogna Assistant Vice President [Signature Page to First Amendment to NCO Credit Agreement] -10- SUMMIT BANK By:_____________________________________ Gary W. Tyrell Vice President and Director [Signature Page to First Amendment to NCO Credit Agreement] -11- PROVIDENT BANK OF MARYLAND By:_____________________________________ Jennifer L. Kissner Commercial Banking Officer [Signature Page to First Amendment to NCO Credit Agreement] -12- MANUFACTURERS AND TRADERS TRUST COMPANY By:_____________________________________ Kevin B. Quinn Assistant Vice President [Signature Page to First Amendment to NCO Credit Agreement] -13- FLEET NATIONAL BANK By:_____________________________________ Jeffrey Lynch Senior Vice President [Signature Page to First Amendment to NCO Credit Agreement] -14- CITIZENS BANK OF MASSACHUSETTS By:_____________________________________ Michael G. Ouellet Assistant Vice President [Signature Page to First Amendment to NCO Credit Agreement] -15- CHEVY CHASE BANK, F.S.B. By:_____________________________________ Robert Smith Vice President [Signature Page to First Amendment to NCO Credit Agreement] -16-