SC 13E3

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT

(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

NCO GROUP, INC.

(Name of the Issuer)

NCO Group, Inc.

Michael J. Barrist

(Name of Person(s) Filing Statement)

Common Stock, no par value per share

(Title of Class of Securities)

628858102

(CUSIP Number of Class of Securities)

NCO Group, Inc.
Attention: John Schwab
507 Prudential Road
Horsham, Pennsylvania 19044
(215) 441-3000
Michael J. Barrist
c/o NCO Group, Inc.
507 Prudential Road
Horsham, Pennsylvania 19044
(215) 441-3000

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and

Communications on Behalf of Persons Filing Statement)

Copy to:

Lawrence Wiseman, Esq.
Francis Dehel, Esq.
Melissa Palat Murawsky, Esq.
Blank Rome LLP
One Logan Square
Philadelphia, PA 19103
(215) 569-5500
Robert J. Raymond, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
(212) 225-2662


Bob F. Thompson, Esq.
Bass, Berry & Sims PLC
AmSouth Center
315 Deaderick Street, Suite 2700
Nashville, TN 37238
(615) 742-6200

This statement is filed in connection with (check the appropriate box):

	a.	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934 (the “Act”).
	b.	The filing of a registration statement under the Securities Act of 1933.
	c.	A tender offer.
	d.	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:

Check the following box if the filing is a final amendment reporting the results of the transaction:

Calculation of Filing Fee

Transaction Valuation*
$ 922,125,065.21
Amount of Filing Fee**
$ 98,668

* Calculated solely for purposes of determining the filing fee. The transaction value was determined by adding (a) the product of 32,403,082 shares of Common Stock that are proposed to be acquired in the merger multiplied by the merger consideration of $27.50 per share, plus (b) $22,234,158.97, the amount expected to be paid to holders of outstanding stock options to purchase shares of Common Stock with an exercise price of less than $27.50 per share, plus (c) $7,682,757.50, the amount expected to be paid to holders of 279,373 outstanding restricted stock units, plus (d) $1,123,393.74, the amount expected to be paid to holders of outstanding warrants to purchase shares of Common Stock with an exercise price of less than $27.50 per share.

** The filing fee, calculated in accordance with Exchange Act Rule 0-11, and Fee Advisory #5 for Fiscal Year 2006, was calculated by multiplying the transaction value by 0.0107%.

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) under the Act and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $ 98,668

Form or Registration No.: Schedule 14A

Filing Party: NCO Group, Inc.

Date Filed: August 14, 2006

Introduction

This Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (the “Statement”), is being filed with the Securities and Exchange Commission by (1) NCO Group, Inc., a Pennsylvania corporation (the “Company” or “NCO”), the issuer of common stock, no par value per share (the “Common Stock”), that is subject to the Rule 13e-3 transaction, and (2) Michael J. Barrist, the Chairman and Chief Executive Officer of the Company (together with the Company, the “Filing Persons”).

Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 21, 2006, among the Company, Collect Holdings, Inc., a Delaware corporation (“Parent”), and Collect Acquisition Corp., a Pennsylvania corporation and wholly owned subsidiary of Parent (“Acquisition”), Acquisition will merge with and into the Company, and the Company will continue as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). All of NCO’s and Acquisition’s rights and obligations will become those of the surviving corporation. At the effective time of the Merger, each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger will automatically be cancelled and converted into the right to receive $27.50 in cash, without interest, other than shares held in the treasury of the Company, owned by Parent (including shares contributed to Parent in exchange for equity securities of Parent by members of NCO’s current senior management and their respective affiliates who are invited to and elect to invest in Parent) or owned by Acquisition, all of which will be canceled without any payment. We refer to members of NCO’s current senior management (and their respective affiliates) who are invited to and elect to invest in Parent by contributing shares of Common Stock to Parent in exchange for equity securities of Parent or who otherwise purchase equity securities of Parent in connection with the consummation of the Merger as “management participants.” All shareholders of NCO, other than the management participants, are referred to as “unaffiliated shareholders.”

The Merger Agreement also provides that all of NCO’s outstanding options that permit such treatment (or are held by option holders who have agreed to such treatment) will be canceled and, whether or not vested, each holder thereof will receive a payment in cash equal to the product of (i) the excess, if any, of $27.50 over the exercise price per share of Common Stock subject to such option, multiplied by (ii) the number of shares of Common Stock subject to such option as of the effective time of the Merger, less applicable withholding taxes. NCO’s stock options that do not permit such treatment (and whose holders have not otherwise agreed to such treatment) will remain outstanding after the Merger; provided that, from and after the effective time of the Merger, such options shall be exercisable, upon payment of the applicable exercise price, solely for a payment in cash from the surviving corporation equal to $27.50 multiplied by the number of shares of Common Stock for which such option is both exercisable and being exercised, less applicable withholding taxes. All outstanding restricted stock units (“RSUs”) will be canceled as of the effective time of the Merger and each holder of an RSU, whether or not vested, will be entitled to receive a payment in cash, without interest, equal to $27.50 multiplied by the total number of shares of Common Stock subject to such RSU as of the effective time of the Merger, less any applicable tax withholding. Each warrant to purchase Common Stock will, as of the effective time of the Merger, be exercisable upon payment of the applicable exercise price solely for a payment in cash from the surviving corporation equal to $27.50 multiplied by the total number of shares of Common Stock subject to such warrant.

Except for the management participants, no current shareholder of NCO will, directly or indirectly, have any ownership interest in, or be a shareholder of, NCO after the completion of the Merger. As a result, NCO’s current shareholders (other than the management participants, indirectly through their interest in Parent) will not benefit from any future increase in NCO’s value, nor will they bear the risk of any future decrease in NCO’s value.

Concurrently with the filing of this Schedule 13E-3, NCO is filing with the Securities and Exchange Commission a preliminary Proxy Statement (the “Proxy Statement”) under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to a special meeting of NCO’s shareholders at which NCO’s shareholders will consider and vote upon, among other things, a proposal to adopt the Merger Agreement. At the special meeting, the adoption of the Merger Agreement requires the affirmative vote of each of (i) a majority of the votes cast by all shareholders entitled to vote, (ii) a majority of the votes cast by all unaffiliated shareholders entitled to vote, voting as a separate class, and (iii) a majority of the votes cast by all management participants, voting as a separate class. Mr. Barrist has agreed to vote “FOR” the adoption of the Merger Agreement. If other current members of senior management become management participants, their rollover agreements will require them to agree to vote “FOR” the adoption of the Merger Agreement.

The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. The information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each Item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement.

All information contained in this Statement concerning either of the Filing Persons has been provided by such Filing Person and no other Filing Person, including NCO, takes responsibility for the accuracy of any information not supplied by such Filing Person.

The filing of this Statement shall not be construed as an admission by either Filing Person or by any affiliate of a Filing Person, that NCO is “controlled” by Mr. Barrist, or that Mr. Barrist is an “affiliate” of NCO within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act.

Item 1. Summary Term Sheet

Regulation M-A Item 1001

The information set forth in the Proxy Statement under the caption “SUMMARY TERM SHEET” is incorporated herein by reference.

Item 2. Subject Company Information

Regulation M-A Item 1002

(a) Name and Address. The Company’s name and the address and telephone number of its principal executive offices are as follows:

NCO Group, Inc.

507 Prudential Road

Horsham, Pennsylvania 19044

(215) 441-3000

(b) Securities. The information set forth in the Proxy Statement under the caption “THE SPECIAL MEETING – Record Date, Quorum and Voting Power” is incorporated herein by reference.

(c) Trading Market and Price. The information set forth in the Proxy Statement under the caption “MARKET PRICES AND DIVIDEND INFORMATION” is incorporated herein by reference.

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(d) Dividends. The information set forth in the Proxy Statement under the caption “MARKET PRICES AND DIVIDEND INFORMATION” is incorporated herein by reference.

(e) Prior Public Offerings. None.

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“TRANSACTIONS IN SHARES OF NCO COMMON STOCK”

Item 3. Identity and Background of Filing Person(s)

Regulation M-A Item 1003

(a) Name and address. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“THE PARTIES TO THE MERGER”

“INFORMATION REGARDING THE TRANSACTION PARTICIPANTS”

(b) Business and background of entities. Not applicable.

(c) Business and background of natural persons. The information set forth in the Proxy Statement under the caption “INFORMATION REGARDING THE TRANSACTION PARTICIPANTS” is incorporated herein by reference.

Item 4. Terms of the Transaction

Regulation M-A Item 1004

(a) (1) Material terms. Tender offers. Not applicable.

(2) Material terms. Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“THE SPECIAL MEETING – Required Vote”

“SPECIAL FACTORS”

“THE MERGER AGREEMENT”

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ANNEX A – Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc.

(c) Different terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Certain Effects of the Merger”

“SPECIAL FACTORS – Interests of Executive Officers and Directors in the Merger”

“THE MERGER AGREEMENT – Treatment of NCO Stock, Stock Options, RSUs and Warrants”

“ROLLOVER AGREEMENT”

(d) Appraisal rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“THE SPECIAL MEETING – Absence of Dissenters’ Rights”

“NO DISSENTERS’ RIGHTS”

(e) Provisions for unaffiliated security holders. The information set forth in the Proxy Statement under “SPECIAL FACTORS – Background of the Merger” is incorporated herein by reference. There have been no other provisions in connection with this transaction to grant unaffiliated security holders access to the corporate files of the Filing Persons or to obtain counsel or appraisal services at the expense of the Filing Persons.

(f) Eligibility for listing or trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A 1005

(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Interests of Executive Officers and Directors in the Merger”

“PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS”

“TRANSACTIONS IN SHARES OF NCO COMMON STOCK”

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(b) Significant corporate events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Interests of Executive Officers and Directors in the Merger”

“THE MERGER AGREEMENT”

“PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS”

ANNEX A – Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc.

(c) Negotiations or contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Background of the Merger”

“INFORMATION REGARDING THE TRANSACTION PARTICIPANTS”

“PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS”

(e) Agreements involving the subject company’s securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Interests of Executive Officers and Directors in the Merger”

“THE MERGER AGREEMENT”

“ROLLOVER AGREEMENT”

“INFORMATION REGARDING THE TRANSACTION PARTICIPANTS”

“PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS”

“TRANSACTIONS IN SHARES OF NCO COMMON STOCK”

“COMMON STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS”

Item 6. Purpose of the Transaction and Plans or Proposals

Regulation M-A Item 1006

(b) Use of securities acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Purposes, Reasons and Plans for NCO after the Merger”

“SPECIAL FACTORS – Certain Effects of the Merger”

“THE MERGER AGREEMENT – Structure”

“THE MERGER AGREEMENT – Treatment of NCO Stock, Stock Options, RSUs and Warrants”

ANNEX A – Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc.

(c) (1)-(8)Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Purposes, Reasons and Plans for NCO after the Merger”

“SPECIAL FACTORS – Certain Effects of the Merger”

“SPECIAL FACTORS – Financing”

“SPECIAL FACTORS – Interests of Executive Officers and Directors in the Merger”

“THE MERGER AGREEMENT”

“ROLLOVER AGREEMENT”

ANNEX A – Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc.

Item 7. Purposes, Alternatives, Reasons and Effects

Regulation M-A Item 1013

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

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“SPECIAL FACTORS – Recommendations of NCO’s Special Committee and NCO’s Board of Directors”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

“SPECIAL FACTORS – Purposes, Reasons and Plans for NCO after the Merger”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

“SPECIAL FACTORS – Purposes, Reasons and Plans for NCO after the Merger”

“SPECIAL FACTORS – Effects on NCO if the Merger is Not Completed”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Recommendations of NCO’s Special Committee and NCO’s Board of Directors”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

“SPECIAL FACTORS – Position of Michael J. Barrist Regarding Fairness of the Merger”

“SPECIAL FACTORS – Purposes, Reasons and Plans for NCO after the Merger”

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Certain Financial Projections”

“SPECIAL FACTORS – Purposes, Reasons and Plans for NCO after the Merger”

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“SPECIAL FACTORS – Certain Effects of the Merger”

“SPECIAL FACTORS – Effects on NCO if the Merger is Not Completed”

“SPECIAL FACTORS” – Interests of Executive Officers and Directors in the Merger”

“SPECIAL FACTORS – Material U.S. Federal Income Tax Consequences of the Merger”

“THE MERGER AGREEMENT”

“ROLLOVER AGREEMENT”

ANNEX A – Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc.

Item 8. Fairness of the Transaction

Regulation M-A Item 1014

(a) Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Recommendations of NCO’s Special Committee and NCO’s Board of Directors”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

“SPECIAL FACTORS – Position of Michael J. Barrist Regarding Fairness of the Merger”

“SPECIAL FACTORS – Certain Financial Projections”

(b) Factors considered in determining fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Recommendations of NCO’s Special Committee and NCO’s Board of Directors”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

“SPECIAL FACTORS – Opinion of the Special Committee’s Financial Advisor”

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“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

“SPECIAL FACTORS – Position of Michael J. Barrist Regarding Fairness of the Merger”

“SPECIAL FACTORS – Certain Financial Projections”

“SPECIAL FACTORS – Interests of Executive Officers and Directors in the Merger”

Annex B – Opinion of Credit Suisse Securities (USA) LLC

(c) Approval of security holders. The transaction is not structured so that the approval of at least a majority of unaffiliated security holders is required. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“THE SPECIAL MEETING – Record Date, Quorum and Voting Power”

“THE SPECIAL MEETING – Required Vote”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

“THE MERGER AGREEMENT”

ANNEX A – Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc.

(d) Unaffiliated representative. An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

“SPECIAL FACTORS – Position of Michael J. Barrist Regarding Fairness of the Merger”

(e) Approval of directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Recommendations of NCO’s Special Committee and NCO’s Board of Directors”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

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“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

“SPECIAL FACTORS – Interests of Executive Officers and Directors in the Merger”

“THE MERGER AGREEMENT”

(f) Other offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

Item 9. Reports, Opinions, Appraisals and Certain Negotiations

Regulation M-A Item 1015

(a) Report, opinion or appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

“SPECIAL FACTORS – Opinion of the Special Committee’s Financial Advisor”

“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

“SPECIAL FACTORS – Position of Michael J. Barrist Regarding Fairness of the Merger”

“THE MERGER AGREEMENT – Representations and Warranties”

Annex B – Opinion of Credit Suisse Securities (USA) LLC

(b) Preparer and summary of the report, opinion or appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

“SPECIAL FACTORS – Opinion of the Special Committee’s Financial Advisor”

“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

“SPECIAL FACTORS – Position of Michael J. Barrist Regarding Fairness of the Merger”

“THE MERGER AGREEMENT – Representations and Warranties”

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Annex B – Opinion of Credit Suisse Securities (USA) LLC

(c) Availability of documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of Common Stock or representative who has been so designated in writing. The full text of the written opinion of Credit Suisse Securities (USA) LLC, dated July 21, 2006, is attached to the Proxy Statement as Annex B and is incorporated herein by reference. The presentation, dated July 21, 2006, of Credit Suisse Securities (USA) LLC to the Special Committee of the Board of Directors of the Company is set forth as Exhibit (c)(2) and is incorporated herein by reference. The preliminary presentation, dated July 13, 2006, of Credit Suisse Securities (USA) LLC to the Special Committee of the Board of Directors of the Company is set forth as Exhibit (c)(3) and is incorporated herein by reference.

Item 10. Source and Amounts of Funds or Other Consideration

Regulation M-A Item 1007

(a) Source of funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Financing”

“SPECIAL FACTORS – Fees and Expenses”

“THE MERGER AGREEMENT”

“ROLLOVER AGREEMENT”

ANNEX A – Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc.

(b) Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Certain Effects of the Merger”

“SPECIAL FACTORS – Financing”

“THE MERGER AGREEMENT”

ANNEX A – Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc.

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(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“THE SPECIAL MEETING – Expenses of Proxy Solicitation”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Financing”

“SPECIAL FACTORS – Fees and Expenses”

“THE MERGER AGREEMENT – Termination Fees and Expenses”

ANNEX A – Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc.

(d) Borrowed funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Financing”

ANNEX A – Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc.

Item 11. Interest in Securities of the Subject Company

Regulation M-A Item 1008

(a) Securities ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Interests of Executive Officers and Directors in the Merger”

“INFORMATION REGARDING THE TRANSACTION PARTICIPANTS”

“COMMON STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS”

(b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“INFORMATION REGARDING THE TRANSACTION PARTICIPANTS”

“TRANSACTIONS IN SHARES OF NCO COMMON STOCK”

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Item 12. The Solicitation or Recommendation

Regulation M-A Item 1012

(d) Intent to tender or vote in a going-private transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“THE SPECIAL MEETING – Required Vote”

“THE SPECIAL MEETING – Voting by Current Executive Officers and Directors”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

“SPECIAL FACTORS – Purposes, Reasons and Plans for NCO after the Merger”

“SPECIAL FACTORS – Interests of Executive Officers and Directors in the Merger”

“ROLLOVER AGREEMENT”

(e) Recommendations of others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Recommendations of NCO’s Special Committee and NCO’s Board of Directors”

“SPECIAL FACTORS – Reasons for the Special Committee’s Recommendation”

“SPECIAL FACTORS – Reasons for the Board’s Recommendation”

“SPECIAL FACTORS – Position of Michael J. Barrist Regarding Fairness of the Merger”

“SPECIAL FACTORS – Purposes, Reasons and Plans for NCO after the Merger”

“ROLLOVER AGREEMENT”

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Item 13. Financial Information

Regulation M-A Item 1010

(a) Financial information. The audited financial statements of NCO Group, Inc. for the years ending December 31, 2005 and 2004 are incorporated herein by reference to NCO Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005 and the unaudited financial statements for the quarters ended March 31, 2006 and June 30, 2006 are incorporated herein by reference to NCO Group, Inc.’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006, respectively. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY FINANCIAL INFORMATION”

“WHERE YOU CAN FIND MORE INFORMATION”

(b) Pro Forma Information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A Item 1009

(a) Solicitations or recommendations. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“THE SPECIAL MEETING – Voting by Current Executive Officers and Directors”

“THE SPECIAL MEETING – Expenses of Proxy Solicitation”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Recommendations of NCO’s Special Committee and NCO’s Board of Directors”

“SPECIAL FACTORS – Interests of Executive Officers and Directors in the Merger”

“SPECIAL FACTORS – Fees and Expenses”

(b) Employees and corporate assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“THE SPECIAL MEETING – Voting by Current Executive Officers and Directors”

“THE SPECIAL MEETING – Expenses of Proxy Solicitation”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Recommendations of NCO’s Special Committee and NCO’s Board of Directors”

“SPECIAL FACTORS – Interests of Executive Officers and Directors in the Merger”

“SPECIAL FACTORS – Fees and Expenses”

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Item 15. Additional Information

Regulation M-A Item 1011

(b) Other material information. The information set forth in the Proxy Statement and annexes thereto filed contemporaneously herewith is incorporated in its entirety herein by reference.

Item 16. Exhibits

Regulation M-A Item 1016

(a)(1)	Preliminary Proxy Statement of NCO Group, Inc. on Schedule 14A filed by NCO Group, Inc. with the Securities and Exchange Commission on August 14, 2006, (the “Disclosure Statement”), incorporated by reference herein.
(a)(2)	Letter to Shareholders of NCO Group, Inc., incorporated herein by reference to the Disclosure Statement.
(a)(3)	Notice of Special Meeting of Shareholders of NCO Group, Inc., incorporated herein by reference to the Disclosure Statement.
(a)(4)	Form of proxy card, incorporated herein by reference to the Disclosure Statement.
(a)(5)	Press release issued by NCO Group, Inc., dated as of July 24, 2006, incorporated herein by reference to the Current Report on Form 8-K filed by NCO Group, Inc. with the Securities and Exchange Commission on July 24, 2006.
(a)(6)	Press release issued by NCO Group, Inc., dated as of July 31, 2006, incorporated herein by reference to the Current Report on Form 8-K filed by NCO Group, Inc., with the Securities and Exchange Commission on August 1, 2006.
(a)(7)	Letter to Employees of NCO Group, Inc., incorporated herein by reference to the soliciting materials pursuant to § 240.14a−12 filed by NCO Group, Inc. with the Securities and Exchange Commission on July 28, 2006.
(b)(1)	Equity Commitment Letter, dated as of July 21, 2006, between One Equity Partners II, L.P. and Collect Holdings, Inc.
(b)(2)	Debt Commitment Letter, dated July 18, 2006, among Morgan Stanley Senior Funding, Inc., J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A. and One Equity Partners II, L.P.
(b)(3)	Amendment to Debt Commitment Letter, dated August 2, 2006, among Morgan Stanley Senior Funding, Inc., Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A. and One Equity Partners II, L.P.
(c)(1)	Opinion of Credit Suisse Securities (USA) LLC, dated July 21, 2006, incorporated herein by reference to Annex B to the Disclosure Statement.

-15-

(c)(2)	Presentation of Credit Suisse Securities (USA) LLC to the Special Committee of the Board of Directors of NCO Group, Inc., dated July 21, 2006.
(c)(3)	Preliminary Presentation of Credit Suisse Securities (USA) LLC to the Special Committee of the Board of Directors of NCO Group, Inc., dated July 13, 2006.
(d)(1)	Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc., incorporated herein by reference to Annex A to the Disclosure Statement.
(d)(2)	Rollover Agreement, dated as of July 21, 2006, by and among Collect Holdings, Inc., Michael Barrist and the other individuals and entities party thereto.
(d)(3)	Irrevocable Proxy Agreement by and between Annette H. Barrist and Michael J. Barrist, incorporated herein by reference to the Registration Statement on Form S-1 filed by NCO Group, Inc. with the Securities and Exchange Commission on October 17, 1996.
(f)	Not applicable.
(g)	None.

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of August 14, 2006.

NCO GROUP, INC.
By:	/s/ John R. Schwab
Name:	John R. Schwab
Title:	Executive Vice President,
Finance and Chief Financial Officer

MICHAEL J. BARRIST
By:	/s/ Michael J. Barrist
	Michael J. Barrist

-17-

EXHIBIT INDEX

(a)(1)	Preliminary Proxy Statement of NCO Group, Inc. on Schedule 14A filed by NCO Group, Inc. with the Securities and Exchange Commission on August 14, 2006, (the “Disclosure Statement”), incorporated by reference herein.
(a)(2)	Letter to Shareholders of NCO Group, Inc., incorporated herein by reference to the Disclosure Statement.
(a)(3)	Notice of Special Meeting of Shareholders of NCO Group, Inc., incorporated herein by reference to the Disclosure Statement.
(a)(4)	Form of proxy card, incorporated herein by reference to the Disclosure Statement.
(a)(5)	Press release issued by NCO Group, Inc., dated as of July 24, 2006, incorporated herein by reference to the Current Report on Form 8-K filed by NCO Group, Inc. with the Securities and Exchange Commission on July 24, 2006.
(a)(6)	Press release issued by NCO Group, Inc., dated as of July 31, 2006, incorporated herein by reference to the Current Report on Form 8-K filed by NCO Group, Inc., with the Securities and Exchange Commission on August 1, 2006.
(a)(7)	Letter to Employees of NCO Group, Inc., incorporated herein by reference to the soliciting materials pursuant to § 240.14a−12 filed by NCO Group, Inc. with the Securities and Exchange Commission on July 28, 2006.
(b)(1)	Equity Commitment Letter, dated as of July 21, 2006, between One Equity Partners II, L.P. and Collect Holdings, Inc.
(b)(2)	Debt Commitment Letter, dated July 18, 2006, among Morgan Stanley Senior Funding, Inc., J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A. and One Equity Partners II, L.P.
(b)(3)	Amendment to Debt Commitment Letter, dated August 2, 2006, among Morgan Stanley Senior Funding, Inc., Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A. and One Equity Partners II, L.P.
(c)(1)	Opinion of Credit Suisse Securities (USA) LLC, dated July 21, 2006, incorporated herein by reference to Annex B to the Disclosure Statement.
(c)(2)	Presentation of Credit Suisse Securities (USA) LLC to the Special Committee of the Board of Directors of NCO Group, Inc., dated July 21, 2006.
(c)(3)	Preliminary Presentation of Credit Suisse Securities (USA) LLC to the Special Committee of the Board of Directors of NCO Group, Inc., dated July 13, 2006.

-18-

(d)(1)	Agreement and Plan of Merger, dated as of July 21, 2006, among Collect Holdings, Inc., Collect Acquisition Corp. and NCO Group, Inc., incorporated herein by reference to Annex A to the Disclosure Statement.
(d)(2)	Rollover Agreement, dated as of July 21, 2006, by and among Collect Holdings, Inc., Michael Barrist and the other individuals and entities party thereto.
(d)(3)	Irrevocable Proxy Agreement by and between Annette H. Barrist and Michael J. Barrist, incorporated herein by reference to the Registration Statement on Form S-1 filed by NCO Group, Inc. with the Securities and Exchange Commission on October 17, 1996.
(f)	Not applicable.
(g)	None.

-19-

EX-99

Exhibit 99(b)(1)

One Equity Partners II, L.P.

320 Park Avenue, 18^th Floor

New York, New York 10022

July 21, 2006

Collect Holdings, Inc.

c/o One Equity Partners II, L.P.

320 Park Avenue, 18th Floor

New York, NY 10022

Gentlemen and Ladies:

1. Merger Agreement. Reference is made to the Agreement and Plan of Merger (as the same may be amended from time to time with our consent, the “Merger Agreement”), dated as of the date hereof, by and among NCO Group, Inc., a Pennsylvania corporation (the “Company”), Collect Acquisition Corp., a Pennsylvania corporation (“Acquisition”), and Collect Holdings, Inc., a Delaware corporation (“Parent” or “you”). Pursuant to the Merger Agreement, Acquisition will merge with and into the Company, with the Company being the surviving corporation. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Merger Agreement.

2. Commitment. One Equity Partners II, L.P., a Cayman Islands limited partnership (“OEP” or “us”), hereby commits to provide at the Closing Three Hundred Sixty-Eight Million Two Hundred Thousand Dollars ($368,200,000) (the “Committed Amount”) of equity financing (the “Financing”) to Parent, on the terms and conditions set forth herein. The proceeds of such investment will be contributed by Parent to Acquisition in exchange for equity securities of Acquisition and will provide a portion of the funds needed to effectuate the transactions contemplated by the Merger Agreement. This commitment is subject to the satisfaction or waiver by Acquisition and Parent (with the prior consent of OEP) of the conditions to the obligations of Acquisition and Parent set forth in the Merger Agreement.

3. Indemnification and Expenses. You agree to indemnify and hold harmless OEP, its affiliates and their respective partners, officers, directors, employees, advisors, and agents (each an “indemnified person”) from and against any and all losses, claims, damages and liabilities to which any such indemnified person may become subject arising out of or in connection with this letter agreement, the Merger Agreement, the Financing, the use of the proceeds thereof, any amounts paid by us under the Limited Guarantee dated the date hereof by OEP in favor of the Company (the “Limited Guarantee”) or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any indemnified person is a party thereto, and to reimburse each indemnified person upon demand for any reasonable legal or other expenses incurred in connection with investigating or defending any of the foregoing; provided that Parent shall not be responsible for losses, claims, damages or liabilities that arise out of acts or omissions of an indemnified person that are taken in bad faith or constitute gross negligence or willful misconduct as determined by a final, non-appealable court order. If the Financing is provided, at the Closing, Parent shall cause the Surviving Corporation to reimburse OEP and its affiliates on demand for all reasonable expenses (including due diligence expenses, travel expenses, and reasonable fees, charges and disbursements of counsel, accountants and other professionals) incurred by or on behalf of OEP in connection with the Financing and any related documentation (including this letter agreement and the Merger Agreement) or the administration, amendment, modification or waiver thereof.

4. Termination. This commitment is effective as of the date hereof and will expire on the earlier of (a) the termination of the Merger Agreement in accordance with the terms thereof, (b) the consummation of the transactions contemplated by the Merger Agreement, and (c) when the Company first seeks to enforce the Limited Guarantee. The reimbursement, indemnification and confidentiality provisions contained herein shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this letter agreement or OEP’s commitment hereunder.

5. Governing Law; Jurisdiction. This letter agreement shall be governed by, and construed in accordance with, the laws of the state of New York (without regard to principles of conflicts of laws provisions thereof), including without limitation as to all matters of construction, validity, enforceability and performance. Each of Parent and OEP hereby consents to and submits to the exclusive jurisdiction of the state courts of New York located in New York County, New York and to the jurisdiction of the United States District Court for the Southern District of New York in connection with any action, suit or proceeding arising out of or relating to this letter agreement, and irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such proceeding brought in such court and any claim that any such proceeding brought in such court has been brought in an inconvenient forum.

6. Assignment; Amendment and Waiver. Neither this letter agreement nor any of the rights, interests or obligations hereunder may be assigned by OEP, provided that OEP shall be entitled to assign its interests and obligations hereunder to any one or more of its affiliates under common equity ownership without obtaining any such consent of Parent. Any provisions hereof for the benefit of a party hereto may be waived by such party (either generally or in particular and either retroactively or prospectively), only by a written instrument signed by the party waiving compliance. This letter agreement may not be amended except by an instrument in writing signed on behalf of each of OEP and Parent.

2

7. Notices. All notices, requests, claims, demand and other communications hereunder shall be in writing and shall be given by hand delivery, by telex, telecopier, overnight courier or by mail (registered or certified mail, postage prepaid, return receipt requested) to the respective parties as follows:

If to Parent:

Collect Holdings, Inc.

c/o One Equity Partners II, L.P.

320 Park Avenue

18^th Floor

New York, NY 10022

Attn:  James Rubin

Daniel Selmonosky

Fax: (212) 277-1533

with a copy (which shall not constitute notice to Parent) to:

Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, PA 19104

Attn: Carmen J. Romano, Esq.

Fax: (215) 994-2222

and

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

Attn: Robert J. Raymond, Esq.

Fax: (212) 225-3999

If to OEP:

One Equity Partners II, L.P.

320 Park Avenue

18^th Floor

New York, NY 10022

Attn:  James Rubin

Daniel Selmonosky

Fax: (212) 277-1533

3

with a copy (which shall not constitute notice to OEP) to:

Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, PA 19104

Attn: Carmen J. Romano, Esq.

Fax: (215) 994-2222

or such other address as any party hereto may, from time to time, designate in a written notice given in like manner.

8. Complete Agreement. This letter agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

9. No Third Party Beneficiaries. Nothing contained in this letter agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, in any person or entity, including the Company, other than Parent.

10. Headings. The headings contained in the letter agreement are for reference only and shall not affect in any way the meaning and interpretation of this letter agreement.

11. Confidentiality. Neither Parent, OEP nor any of their respective representatives or affiliates shall disclose to any third party the terms or existence of this letter agreement without the written consent of the other parties, except as otherwise required by law or legal process.

12. Miscellaneous. This letter agreement may be executed in two or more counterparts (and may be delivered by facsimile), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This letter agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

4

13. Acknowledgement and Representation. Notwithstanding anything that may be expressed or implied in this letter agreement, Parent covenants, agrees and acknowledges that no Person other than OEP shall have any obligation to capitalize Parent hereunder and that, notwithstanding that OEP is a partnership, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any current or future officer, agent or employee of OEP, against any current or future general or limited partner of OEP or against any current or future director, officer, employee, general or limited partner, member, affiliate or assignee of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise. Without limiting the generality of the foregoing, it is expressly agreed and acknowledged by Parent that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of OEP or any current or future general or limited partner of OEP or any current or future director, officer, employee, general or limited partner, member, affiliate or assignee of any of the foregoing, as such for any obligations of OEP under this letter agreement or any documents or instruments delivered in connection herewith or for any claim relating to, based on, in respect of or by reason of such obligations or their creation.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

5

Very truly yours,
ONE EQUITY PARTNERS II, L.P.
By:	OEP GENERAL PARTNER II, L.P. ITS GENERAL PARTNER
By:	OEP HOLDING CORPORATION ITS GENERAL PARTNER
By:	/s/ Daniel J. Selmonosky
	Name: Daniel J. Selmonosky
	Title: Managing Director

Acknowledged and Agreed as of the Date First Above Written:
COLLECT HOLDINGS, INC.
By:	/s/ Daniel J. Selmonosky
	Name: Daniel J. Selmonosky
	Title: President

[SIGNATURE PAGE TO OEP EQUITY COMMITMENT LETTER]

EX-99

Exhibit 99(b)(2)

MORGAN STANLEY SENIOR FUNDING, INC.
1585 Broadway
New York, New York 10036 J. P. MORGAN SECURITIES INC.
JPMORGAN CHASE BANK, N.A.
270 Park Avenue
New York, New York 10017

July 18, 2006

One Equity Partners II, L.P.

320 Park Avenue

18^th Floor

New York, New York 10022

Attention: Dan Selmonosky

Project Collect

Commitment Letter

$550 million Senior Credit Facilities

$365 million Senior Subordinated Bridge Facility

Ladies and Gentlemen:

You have advised Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), JPMorgan Chase Bank, N.A. (“JPMCB”; together with Morgan Stanley, the “Initial Lenders”) and J.P. Morgan Securities Inc. (“JPMorgan”; together with Morgan Stanley and JPMCB, “we” or “us”), regarding your proposed acquisition by merger (the “Acquisition”) of NCO Group, Inc., a Pennsylvania corporation (the “Company”). As we understand the transaction, pursuant to a merger agreement (the “Merger Agreement”) to be entered into with the Company (the “Seller”) a single-purpose wholly-owned corporate subsidiary (“Merger Co.”) of a newly formed corporation (“Holdings”) will be merged (the “Merger”) with and into the Company, with the Company being the surviving corporation (the “Surviving Corporation”). The Acquisition, Merger, the refinancing (the “Refinancing”) of certain existing debt of the Company and its subsidiaries, and the equity and debt financings contemplated by the foregoing are collectively referred to as the “Transaction”.

We understand that the funding required to effect the Transaction, to pay the fees and expenses incurred in connection therewith and to provide for the ongoing working capital and general corporate needs of the Borrower (as defined in the Summary of Terms) and its subsidiaries shall be provided solely from (i) an equity cash contribution by One Equity Partners II, L.P. and its affiliates (the “Equity Investors”) of not less than an amount equal to 30% of (x) the sum of the total purchase price for the Transaction plus the aggregate amount of transaction costs and expenses (the “Equity Contribution”) minus (y) the lesser of the amount of the Rollover Equity and 3% of the sum described in clause (x), (ii) at least $20 million of equity and option value of the Borrower currently held by certain members of management of the Company will be rolled over (directly or indirectly) into equity of Holdings (the “Rollover”; such equity, the “Rollover Equity”) (it being understood that no preferred stock issued by Holdings and its subsidiaries in respect of the Equity Contribution and the Rollover (x) shall be mandatorily redeemable (whether by operation of a sinking fund or otherwise, or upon the occurrence of a condition not solely within the control of the issuer), or shall permit or require the payment of cash dividends, in each case prior to the date that is 365 days after the latest maturity date (after giving effect to any rollover) of any loans issued under the Facilities or (y) shall contain any covenant typically found in any debt security or syndicated loan), (iii) the issuance (either by private placement or an underwritten public sale) by the Borrower of up to $365 million senior subordinated unsecured notes (the “Subordinated Notes”) or, alternatively, up to $365 million of senior subordinated unsecured loans under a bridge facility (the “Bridge Facility”) made available to the Borrower as interim financing to the Permanent Financing referred to below (such senior subordinated loans, the “Bridge Loans”, and together with any rollover loans and exchange notes related thereto, the “Bridge Advances”) (it being understood that to the extent the gross cash proceeds from the issuance of the Subordinated Notes or the borrowing under the Bridge Facility exceed $365 million, the commitments under the Term Loan Facility described below shall be reduced by the amount of such excess but that decision of the amount of any issuance of Subordinated Notes in excess of $365 million shall be at your sole discretion), and (iv) the incurrence by the Borrower of a senior secured bank financing (the “Senior Bank Financing”) which will be in the form of (x) a term loan facility in the amount of $450 million (the “Term Loan Facility”) and (y) a revolving credit facility in the amount of $100 million (the “Revolving Credit Facility”, together with the Term Loan Facility, the “SeniorCredit Facilities”). The Senior Credit Facilities and the Bridge Facility shall be referred to as the “Facilities”.

Commitment Letter

2

You hereby agree to cause Merger Co. to issue and sell in accordance with the terms of the Engagement Letter referred to below, in a public offering or private placement, debt securities (the “Permanent Financing”), the proceeds of which will be used to finance the Transaction or repay any Bridge Loans made under the Bridge Financing Documentation (as hereinafter defined) or any other Bridge Advances (it being understood that any termination by MS or JPMorgan of the Engagement Letter in accordance with the terms thereof shall have no effect on any commitments of Morgan Stanley or JPMCB hereunder).

Morgan Stanley & Co., Incorporated (“MS”) and JPMorgan have also delivered to you a separate engagement letter dated the date hereof (the “Engagement Letter”) setting forth the terms on which each of MS and JPMorgan is willing to act as joint lead underwriter, joint lead initial purchaser, joint bookrunning lead manager and joint lead placement agent for (i) the Subordinated Notes or (ii) if the Bridge Facility is funded on the Closing Date, the senior subordinated unsecured notes or any other debt or equity securities of Holdings, the Borrower or any of their respective subsidiaries which may be issued after the Closing Date for the purpose of financing the Transaction or refinancing all or a portion of outstanding amounts under the Bridge Facility (including, without limitation, the Permanent Financing).

Subject to and on the terms and conditions set forth herein and in the summary of terms and conditions attached as Annex I (the “Senior Bank Summary of Terms”), (a) Morgan Stanley is pleased to commit to provide, severally and not jointly, 60% of the Term Loan Facility and (b) JPMCB is pleased to commit to provide, severally and not jointly, 40% of the Term Loan Facility. Subject to and on the terms and conditions set forth herein and in the Senior Bank Summary of Terms, (i)(x) Morgan Stanley is pleased to commit to provide, severally and not jointly, 60% of the Initial Committed Amount of the Revolving Credit Facility and (y) JPMCB is pleased to commit to provide, severally and not jointly, 40% of the Initial Committed Amount of the Revolving Credit Facility, and (ii) Morgan Stanley and JPMorgan are pleased to agree to use their best efforts to arrange a syndicate of lenders for the balance of the Revolving Credit Facility. The “Initial Committed Amount” means $75 million. Subject to and on the terms attached as Annex II (the “Bridge Summary of Terms”; together with the Senior Bank Summary of Terms, the “Summaries of Terms”), (i) Morgan Stanley is pleased to commit to provide, severally and not jointly, 60% of the Bridge Facility and (ii) JPMCB is pleased to commit to provide, severally and not jointly, 40% of the Bridge Facility. It is understood that each of Morgan Stanley and JPMorgan shall act as (a) joint lead arranger and joint book-runner for the Senior Bank Financing (Morgan Stanley and JPMorgan, in such capacities, the “Senior Lead Arrangers”), and (b) joint lead arranger and joint book-runner for the Bridge Facility (Morgan Stanley and JPMorgan, in such capacities, the “Bridge Lead Arrangers” and together with the Senior Lead Arrangers, the “Lead Arrangers”). It is also understood that Morgan Stanley shall act as (i) administrative agent for the Senior Bank Financing (in such capacity, the “Senior Administrative Agent”) and (ii) administrative agent for the Bridge Facility (in such capacity, the “Bridge Administrative Agent” and together with the Senior Administrative Agent, the “Administrative Agents”). It is further understood that the Lead Arrangers shall be permitted, in consultation with you, to designate one or more financial institutions as agents or co-agents, as the case may be, with respect to each Facility, and that no titles may be given, or compensation paid, to lenders in respect of either Facility without the Lead Arrangers’ consent. The names of MS and Morgan Stanley shall appear to the left of (and in no event below) the names of JPMorgan and JPMCB, and the names of JPMorgan and JPMCB shall appear to the left of (and in no event below) any other arranger, book-runner, agent or co-agent, in each case on the cover of any Information Memorandum or other materials that describe the Facilities. Fees payable to the syndicate for each Facility shall be payable from the amounts payable to the Lead Arrangers and any other co-arrangers as described in the fee letter (the “Fee Letter”) executed simultaneously herewith.

Commitment Letter

3

Each Initial Lender reserves the right, prior to or after execution of the definitive credit documentation for each Facility, to syndicate all or part of its commitment for such Facility to one or more lending institutions that will become parties to the appropriate definitive credit documentation pursuant to a syndication in respect of such Facility to be managed by the Lead Arrangers, and the commitments of the Initial Lenders hereunder in respect of such Facility shall be reduced as and when commitments are received from the other financial institutions in respect of such Facility on the terms set forth herein and to the extent such commitments are funded on the Closing Date. It is understood that to the extent such commitments received from such other financial institutions in respect of the Revolving Credit Facility shall exceed $50 million (i.e., the aggregate commitments of the Initial Lenders in respect of the Revolving Credit Facility shall be reduced to $25 million or less), the aggregate commitments in respect of the Revolving Credit Facility shall be increased by such excess from the Initial Committed Amount to a maximum of $100 million. The Initial Lenders shall commence syndication efforts promptly after the execution of this letter by you and you agree actively to assist the Initial Lenders in achieving a syndication in respect of each Facility that is satisfactory to the Initial Lenders. Such syndication will be accomplished by a variety of means, including direct contact during the syndication for a Facility between senior management and advisors of the Company and the proposed syndicate members for such Facility (such members in respect of the Senior Bank Financing being referred to as the “Senior Lenders”, and such syndicate members in respect of the Bridge Facility being referred to as the “Bridge Lenders” and collectively, the “Lenders”). To assist the Initial Lenders in their syndication efforts, you hereby agree (a) to provide and cause your advisors to provide the Initial Lenders and the other relevant syndicate members upon request with all information reasonably deemed necessary by the Initial Lenders to complete syndication, including but not limited to information and evaluations prepared by you and your advisors or on your behalf relating to the transactions contemplated hereby, (b) to assist the Initial Lenders upon request in the preparation of an Information Memorandum to be used in connection with the syndication of each Facility, (c) to use your commercially reasonable efforts to ensure that the syndication efforts of the Initial Lenders benefit materially from your existing lending relationships and the existing lending relationships of the Company, (d) to make reasonably available your senior officers and representatives, in each case from time to time and to attend and make presentations regarding the business and prospects of the Borrower at a meeting or meetings of Senior Lenders or prospective Senior Lenders or Bridge Lenders or prospective Bridge Lenders and (e) to use your commercially reasonable efforts to obtain ratings (prior to the commencement of syndication) for each of the Facilities from Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”). You hereby agree that the general bank meeting in respect of each of the Facilities shall be held no later than 30 days prior to the consummation of the Acquisition. In addition, you agree that no financing for the Borrower, you or any of the Borrower’s subsidiaries or affiliates shall be syndicated, privately placed or publicly offered to the extent that such financing could have an adverse effect on the syndication of either Facility.

Commitment Letter

4

The terms and conditions of this commitment may be modified only in writing. In addition, this commitment is subject to (a) the preparation, execution and delivery of mutually acceptable loan documentation on customary terms for each Facility, including (i) in the case of the Senior Bank Financing, a credit agreement incorporating substantially the terms and conditions outlined herein and in the Senior Bank Summary of Terms (the “Senior Credit Agreement”) and (ii) in the case of the Bridge Facility, a credit agreement incorporating substantially the terms and conditions outlined herein and in the Bridge Summary of Terms (the “Bridge Financing Documentation”), (b) since December 31, 2005, there has not been any change, event, condition, circumstance or state of facts (whether or not covered by insurance) that has had or that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (c) the accuracy and completeness in all material respects of all representations (subject to the last two sentences of this paragraph) that you make to us and all written information that you furnish to us in connection with this commitment and your compliance in all material respects with the terms of this Commitment Letter. The Initial Lenders’ commitments set forth in this Commitment Letter will terminate on the earliest of (i) consummation of the Acquisition or another transaction or series of transactions in which Holdings or any of its affiliates acquires, directly or indirectly, any stock or assets of the Company, (ii) termination of the Merger Agreement and (iii) 5:00 p.m. (New York City time) on March 21, 2007, unless the Transaction closes on or before such date. “Material Adverse Effect” means any event, circumstance, development, change or effect that alone or in the aggregate with other events, circumstances, developments, changes or effects (a) is materially adverse to the business, operations, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries (as defined in Merger Agreement), taken as a whole or (b) materially delays or impairs the Company’s ability to perform its material obligations under the Merger Agreement or materially impedes the ability of the Company to consummate the transactions contemplated thereby; provided that none of the following, alone or in any combination, shall constitute, or shall be considered in determining whether there has occurred, a Material Adverse Effect for purposes of clause (a) of the definition of Material Adverse Effect above: (i) the public announcement of a proposal by Holdings or any of its affiliates, the Merger Agreement, the Merger and the other transactions contemplated thereby (including the resignation of employment of employees or any impact on the Company’s business, customer relations, condition or results of operations, in each case as a result therefrom), (ii) changes, events or developments after the date hereof in the national or world economy generally or financial or securities markets generally or changes, events or developments after the date hereof in general economic conditions or other changes, events or developments that generally affect the industries in which the Company and its Subsidiaries conduct their business, so long as such changes, events, developments or conditions do not adversely affect the Company or its Subsidiaries, taken as a whole, in a materially disproportionate manner relative to other similarly situated participants in the markets or industries in which they operate, (iii) any change after the date hereof in any applicable Law (as defined in the Merger Agreement), rule or regulation, so long as such changes do not adversely affect the Company or its Subsidiaries, taken as a whole, in a materially disproportionate manner relative to other similarly situated participants in the markets or industries in which they operate and so long as such changes do not disproportionately affect the industries in which the Company competes compared to other industries generally, (iv) any change after the date hereof in United States generally accepted accounting principles or the interpretations thereof, (v) any failure by the Company to meet any published (whether by the Company or a third party research analyst) estimates of revenues or earnings (provided that the underlying reason for such failure shall not be excluded by virtue of this clause from the determination of a Material Adverse Effect), (vi) any outbreak or escalation of war or hostilities, any occurrence or threats of terrorist acts or any armed hostilities associated therewith and any national or international calamity, disaster or emergency or any escalation thereof, so long as such outbreak, escalation, occurrence or threat of a calamity, disaster or emergency does not adversely affect the Company or its Subsidiaries, taken as a whole, in a materially disproportionate manner relative to other similarly situated participants in the markets or industries in which they operate, (vii) a decline in the price, or a change in the trading volume of, the Company Common Stock (as defined in the Merger Agreement) on Nasdaq or any successor exchange (provided that the underlying reason for such decline or change shall not be excluded by virtue of this clause from the determination of a Material Adverse Effect), and (viii) any matter to the extent that (A) it is disclosed in reasonable detail in the Company Disclosure Schedule (as defined in the Merger Agreement) and (B) such disclosed matter does not worsen in a materially adverse manner. Notwithstanding anything in this Commitment Letter, the Summaries of Terms, the Fee Letter, the documentation of the Facilities or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations relating to the Company, its subsidiaries and their businesses the making and accuracy of which shall be a condition to availability of the Facilities on the Closing Date shall be (A) such of the representations made by the Company in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that Holdings has the right to terminate its obligations under the Merger Agreement as a result of a breach of such representations in the Merger Agreement and (B) the Specified Representations (as defined below) and (ii) the terms of the Facilities documentation shall be in a form such that they do not impair availability of the Facilities on the Closing Date if the conditions set forth herein and in the Summaries of Terms Sheets are satisfied. “Specified Representations” means the representations and warranties of the Company relating to corporate power and authority, the enforceability of the documentation of the Facilities, Federal Reserve margin regulations, the Investment Company Act, no material violation by the Facilities of organizational documents, agreements, instruments or law, solvency, effectiveness of material regulatory and governmental approvals for the Facilities, no litigation purporting to materially adversely affect the Facilities and status of the Senior Credit Facilities as senior debt.

Commitment Letter

5

To induce the Initial Lenders to issue this letter and to continue with their due diligence efforts, you hereby agree that all reasonable out-of-pocket fees and expenses (including the reasonable fees and expenses of outside counsel and outside consultants) of each Initial Lender and its affiliates arising in connection with this letter (and its due diligence and syndication efforts in connection herewith) and in connection with the Senior Bank Financing, the Bridge Facility and the other transactions described herein shall be for your account upon consummation of the Acquisition. In addition, you hereby agree to pay when and as due the fees described in the Fee Letter.

You further agree to indemnify and hold harmless each of the Senior Lenders (including, in any event, the Initial Lenders), each of the Bridge Lenders (including, in any event, the Initial Lenders) and each director, officer, employee and affiliate thereof (each an “Indemnified Person”) from and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or expenses of any kind or nature whatsoever which may be incurred by or asserted against or involve any such Indemnified Person as a result of or arising out of or in any way related to or resulting from this letter, the Transaction, the extension or syndication of the Senior Bank Financing contemplated by this letter or the extension or syndication of the Bridge Facility contemplated by this letter, or in any way arise from any use or intended use of this letter or the proceeds of the Senior Bank Financing or the Bridge Facility contemplated by this letter, and you agree to reimburse each Indemnified Person upon demand for any legal or other out-of-pocket expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim (whether or not any Initial Lender or any such other Indemnified Person is a party to any action or proceeding out of which any such expenses arise); provided, however, that you shall not have to indemnify any Indemnified Person against any loss, claim, damage, expense or liability to the extent finally determined by a court of competent jurisdiction to have resulted directly and primarily from the gross negligence or willful misconduct of such Indemnified Person. This letter is issued for your benefit only and no other person or entity may rely hereon. Neither any Initial Lender nor any Lender shall be responsible or liable to you, the Company, the Borrower or any other person for consequential damages which may be alleged as a result of this letter.

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6

Each Initial Lender reserves the right to employ the services of its affiliates in providing services contemplated by this letter (including, without limitation, assigning its commitment hereunder to any of its affiliates) and to allocate, in whole or in part, to such affiliates certain fees payable to such Initial Lender in such manner as such Initial Lender and such affiliates may agree in their sole discretion. You acknowledge that each Initial Lender may share with any of its affiliates, and such affiliates may share with each Initial Lender, any information related to the Transaction, you, the Borrower, the Company, any of its subsidiaries or any of the matters contemplated hereby in connection with the Transaction.

The provisions of the immediately preceding three paragraphs shall survive any termination of this letter. Notwithstanding anything to the contrary set forth herein or in the Fee Letter, so long as the Borrower shall assume in full your obligations hereunder and under the Fee Letter upon the initial funding the Senior Bank Financing, your obligations hereunder and under the Fee Letter shall terminate upon such initial funding.

You represent and warrant that (a) to the best of your knowledge, all information (other than the Projections referred to below) (the “Information”) that has been or will hereafter be made available by or on behalf of you or by any of your representatives in connection with the Transaction and the other transactions contemplated hereby to any Initial Lender or any of its affiliates or representatives or to any Lender or any potential Lender is and will be complete and correct in all material respects and does not and will not, taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements were or are made and (b) all financial projections (the “Projections”), if any, that have been or will be prepared by you or on your behalf or by any of your representatives and made available to any Initial Lender or any of its affiliates or representatives or to any Senior Lender, Bridge Lender, any potential Senior Lender or any potential Bridge Lender in connection with the Transaction and the other transactions contemplated hereby have been or will be prepared in good faith based upon reasonable assumptions (it being understood that such projections are subject to significant uncertainties and contingencies, many of which are beyond your control, and that no assurance can be given that any particular projections will be realized). You agree to supplement the information and projections from time to time so that the representations and warranties contained and to the extent made in this paragraph remain complete and correct.

In issuing this commitment, each Initial Lender is relying on the accuracy of the information furnished to it by you or on your behalf or by or on behalf of the Company (to the extent furnished prior to the date hereof, collectively, the “Pre-Commitment Information”). The obligations of each Initial Lender under this Commitment Letter, of any Senior Lender that issues a commitment for the Senior Bank Financing and of any Bridge Lender that issues a commitment for the Bridge Financing are made solely for your benefit and may not be relied upon or enforced by any other person or entity.

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7

You are not authorized to show or circulate this letter to any other person or entity (other than (i) to your legal and financial advisors in connection with your evaluation hereof, (ii) to the Seller and its legal and financial advisors and (iii) as required by law or stock exchange requirements) until such time as you have accepted this letter as provided in the immediately succeeding paragraph. If the letter is not accepted by you as provided in the immediately succeeding paragraph, you are to immediately return this letter (and any copies hereof) to the undersigned. This letter may be executed in any number of counterparts, and by the different parties hereto on separate counterparts, each of which counterpart shall be an original, but all of which shall together constitute one and the same instrument.

Each Initial Lender hereby notifies you that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “Patriot Act”), it is required to obtain, verify and record information that identifies you, the Borrower and each Guarantor (as defined in the Summaries of Terms), which information includes names and addresses and other information that will allow such Initial Lender to identify you, the Borrower and each Guarantor in accordance with the Patriot Act.

You acknowledge that each Initial Lender may provide debt financing, equity capital or other services (including financial advisory services) to parties whose interests regarding the transactions described herein or otherwise may conflict with your interests. Consistent with the Initial Lenders’ respective policies to hold in confidence the affairs of their clients, the Initial Lenders will not furnish confidential information obtained from you or your affiliates to any of their other clients. Furthermore, the Initial Lenders will not use in connection with the transactions contemplated hereby, or furnish to you, confidential information obtained by the Initial Lenders from any other person. It is further agreed that so long as the Initial Lenders’ commitments hereunder are outstanding, the Initial Lenders will not act as financial advisor to any third party in connection with such third party’s acquisition of the Company or any substantial portion of the Company’s assets. You further acknowledge that in connection with the commitment hereunder and the syndication of the Facilities: (1) each Initial Lender has acted at arms length, is not an agent of, and owes no fiduciary duty to, you, the Company, the Borrower and their respective subsidiaries or any other person, (2) each Initial Lender owes you, the Company and the Borrower only those duties and obligations set forth in this Commitment Letter, the Fee Letter and the Engagement Letter and (3) each Initial Lender may have interests that differ from those of you, the Company and the Borrower. You hereby waive, to the full extent permitted by applicable law, any claims you may have against any Initial Lender arising from an alleged breach of fiduciary duty in connection with the Facilities.

If you are in agreement with the foregoing, please sign and return to Morgan Stanley (including by way of facsimile transmission) the enclosed copy of this letter, together with the Engagement Letter and the Fee Letter, no later than 11:59 PM, New York time, on July 21, 2006. Our commitment set forth in this letter shall terminate at the time and on the date referenced in the immediately preceding sentence unless this letter, the Engagement Letter and the Fee Letter are executed and returned by you as provided in such sentence. Upon your acceptance hereof and of the Engagement Letter and Fee Letter, this Commitment Letter, Engagement Letter and Fee Letter shall be a binding agreement between us.

This letter, the Engagement Letter and the Fee Letter shall be governed by, and construed in accordance with the laws of the State of New York, and any right to trial by jury with respect to any claim, action, suit or proceeding arising out of or contemplated by this letter and/or the related Fee Letter is hereby waived. The parties hereto hereby submit to the non-exclusive jurisdiction of the federal and New York State courts located in the City of New York in connection with any dispute related to this letter, the Engagement Letter or the Fee Letter or any matters contemplated hereby or thereby. Delivery of an executed counterpart of a signature page to this Commitment Letter, the Engagement Letter or the related Fee Letter by telecopier shall be effective as delivery of a manually executed counterpart of this Commitment Letter, Engagement Letter or the related Fee Letter, as the case may be.

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BY SIGNING THIS COMMITMENT LETTER, EACH OF THE PARTIES HERETO HEREBY ACKNOWLEDGES AND AGREES THAT (A) EACH OF MORGAN STANLEY AND JPMCB IS OFFERING TO PROVIDE THE SENIOR CREDIT FACILITIES SEPARATE AND APART FROM MORGAN STANLEY’S AND JPMCB’S OFFER TO PROVIDE THE BRIDGE FACILITY AND (B) EACH OF MORGAN STANLEY AND JPMCB IS OFFERING TO PROVIDE THE BRIDGE FACILITY SEPARATE AND APART FROM THE OFFER BY MORGAN STANLEY AND JPMCB TO PROVIDE THE SENIOR CREDIT FACILITIES. YOU MAY, AT YOUR OPTION, ELECT TO ACCEPT THIS COMMITMENT LETTER (AND THE APPLICABLE PROVISIONS OF THE FEE LETTER) WITH RESPECT TO EITHER THE SENIOR CREDIT FACILITIES OR THE BRIDGE FACILITY OR BOTH.

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Commitment Letter

Very truly yours,
MORGAN STANLEY SENIOR FUNDING, INC.
By	/s/ Eugene F. Martin
	Title: Vice President

Commitment Letter

JPMORGAN CHASE BANK, N.A.
By	/s/ Thomas H. Kozlark
	Title: Vice President

J. P. MORGAN SECURITIES INC.
By	/s/ Benjamin D. Ben-Attar
	Title: Vice President

Commitment Letter

THE PROVISIONS OF THIS COMMITMENT LETTER

WITH RESPECT TO THE SENIOR CREDIT FACILITIES

ARE ACCEPTED AND AGREED TO AS OF THE DATE

FIRST ABOVE WRITTEN:

ONE EQUITY PARTNERS II, L.P.
BY:	OEP GENERAL PARTNER II, L.P. ITS GENERAL PARTNER
BY:	OEP HOLDING CORPORATION ITS GENERAL PARTNER
By	/s/ Daniel J. Selmonosky
	Title: Managing Director

THE PROVISIONS OF THIS COMMITMENT LETTER

WITH RESPECT TO THE BRIDGE FACILITY ARE

ACCEPTED AND AGREED TO AS OF THE DATE

FIRST ABOVE WRITTEN:

ONE EQUITY PARTNERS II, L.P.
BY:	OEP GENERAL PARTNER II, L.P. ITS GENERAL PARTNER
BY:	OEP HOLDING CORPORATION ITS GENERAL PARTNER
By	/s/ Daniel J. Selmonosky
	Title: Managing Director

Commitment Letter

ANNEX I

SUMMARY OF CERTAIN TERMS AND CONDITIONS*

$550,000,000 SENIOR CREDIT FACILITIES

I. The Parties

Borrower:	Merger Co. and, upon consummation of the Merger, the Surviving Corporation; provided that certain wholly-owned subsidiaries of the Borrower organized under the laws of the United States or any State thereof that are Guarantors the capital stock of which have all been pledged to the Administrative Agent for the benefit of the Lenders may be designated by the Borrower as additional borrowers in respect of the Revolving Credit Facility.
Senior Lead Arrangers and Joint Book-Runners:	Morgan Stanley and JPMorgan.
Senior Administrative Agent:	Morgan Stanley.
Senior Lenders:	Morgan Stanley, JPMCB and a syndicate of financial institutions and institutional lenders arranged by the Lead Arrangers in consultation with the Borrower.
Guarantors:	All obligations under the Senior Bank Financing shall be unconditionally guaranteed by Holdings and each of Holdings’ and the Borrower’s direct and indirect wholly-owned domestic subsidiaries (Holdings and all of such subsidiaries being, collectively, the “Guarantors”), subject to customary exceptions and exclusions and release mechanics for transactions of this type (it being understood that any joint venture engaged in any Portfolio Financing Transaction (any “Portfolio JV”) will not be a Guarantor).
	“Portfolio Financing Transactions” shall mean investments made by the Borrower or one of its subsidiaries with respect to portfolios of delinquent accounts receivables which may take the form of (a) incurrence by the Borrower or a subsidiary thereof of debt that is non-recourse other than to the underlying portfolios acquired; (b) incurrence of debt that is non-recourse other than to the underlying portfolios as well as being cross-collateralized by other portfolios acquired through the same non-recourse lending arrangements; or (c) portfolios acquired where the Borrower or one of its subsidiaries has an equity partner and both the Borrower or such subsidiary and the equity partner may make non-recourse loans to an entity (in the form of a joint venture, an LLC, a corporation, or a partnership) created expressly to hold the underlying portfolio assets in principal amounts ratably in accordance with their respective equity interests in such entity.

* Capitalized terms used herein and not defined herein shall have the meanings provided in the commitment letter (the “Commitment Letter”) to which this summary is attached.

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II. Description of Credit Facilities Comprising the Senior Bank Financing

A. Term Loan Facility

Tranche B Term Loan Facility:	A $450,000,000 Tranche B Term Loan Facility (the “Term Loan Facility”).
Maturity and Amortization:	The final maturity of the Term Loan Facility shall be the date which occurs seven years after the Closing Date. The loans under the Term Loan Facility (the “Term Loans”) shall be repaid at the final maturity thereof, subject to amortization of approximately 0.25% per quarter prior to such final maturity.
Use of Proceeds:	The Term Loans shall only be utilized (x) to finance, in part, the Merger and the Transaction (including without limitation, the Refinancing) and (y) to pay fees and expenses incurred in connection with the Transaction.
Availability:	The Term Loans may only be borrowed on the Closing Date. No amount of Term Loans once repaid may be reborrowed.

B. Revolving Credit Facility

Revolving Credit Facility:	$100,000,000 Revolving Credit Facility, with a letter of credit sublimit and a swingline to be agreed upon.
Maturity:	The final maturity of the Revolving Credit Facility shall be the date which occurs five years after the Closing Date. Loans made pursuant to the Revolving Credit Facility (the “Revolving Loans,” and together with the Term Loans, the “Loans”) shall be repaid in full on the fifth anniversary of the Closing Date, and all letters of credit issued thereunder shall terminate prior to such time.
Use of Proceeds:	The Revolving Loans shall be utilized solely for the Borrower’s and its subsidiaries’ working capital requirements and other general corporate purposes (including acquisitions permitted under the Senior Credit Facilities).
Availability:	Up to $10,000,000 of the Revolving Credit Facility shall be available on the Closing Date and the balance of the Revolving Credit Facility shall be available after the Closing Date. Revolving Loans may be borrowed, repaid and reborrowed. No Revolving Loans may be used to fund the Transaction.

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I-3

C. Incremental Facility

Incremental Facility:	The Borrower may request on one or more occasions (up to a maximum number of occasions to be agreed) an increase in the principal amount of the Term Loan Facility and/or the Revolving Credit Facility in an aggregate amount of up to $100 million (the “Incremental Facilities”; any such increase in Term Loan Facility being an “Incremental Term Facility”). The Incremental Facilities will rank pari passu in right of payment and security with the other Senior Credit Facilities, will mature no earlier than the final maturity date of the Term Loans or Revolving Loans, as the case may be, and in the case of any Incremental Term Facility, will have an average life to maturity of no shorter than the remaining average life to maturity of the Term Loans.
	The Incremental Facilities shall not initially be available but may be activated at any time and from time to time (without amendment to the credit documentation) during the life of the Senior Credit Facilities at the request of the Borrower with consent required only from those Lenders (including new Lenders that are reasonably acceptable to the Administrative Agent and the Borrower) that agree, in their sole discretion, to participate in the applicable Incremental Facility and provided that no default or event of default shall have occurred and be continuing or would result therefrom and that after giving effect thereto the Borrower would be in pro forma compliance with all financial covenants as of the date of incurrence and for the most recent determination period and subject to all representations and warranties being true and correct in all material respects immediately prior to, and after giving effect to, the incurrence of any such Incremental Facility.
	The interest rate margins applicable to any Incremental Facility will be determined by the Borrower and the Lenders providing such Incremental Facility at the time it is made available; provided that such interest rate margins shall not be higher than the applicable margins for the Term Loans or Revolving Loans, as the case may be, by more than 0.50% without such applicable margins being adjusted to be within 0.50% of such interest rate margins.

III. Terms Applicable to the Entire Senior Bank Financing

Closing Date:	The date on or before March 21, 2007 on which the conditions precedent to the initial extension of credit under the Facilities shall be satisfied (such date being the “Closing Date”).
Security:	The Borrower and each of the Guarantors shall grant the Administrative Agent and the Lenders a valid and perfected first priority (subject to certain exceptions to be set forth in the loan documentation) lien and security interest in all of the following:

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I-4

	(a)      All shares of capital stock of (or other ownership interests in) and intercompany debt of the Borrower and each present and future subsidiary of the Borrower or such Guarantor, limited, in the case of each foreign subsidiary, to 65% of the voting stock of such entity (it being understood that no pledge of any interest in a Portfolio JV or any member, partner or other participant in a Portfolio JV shall be required if such pledge shall be expressly prohibited by the terms of such Portfolio JV (such interest that is subject to such prohibition, the “Excluded JV Interest”)).
	(b)      All present and future property and assets, real and personal, of the Borrower or such Guarantor, including, but not limited to, machinery and equipment, inventory and other goods, accounts receivable, owned real estate, material leaseholds (subject to limitations of commercially reasonable efforts of the Borrower and Guarantors), fixtures, bank accounts, general intangibles, license rights, patents, trademarks, tradenames, copyrights, chattel paper, insurance proceeds, contract rights (including, without limitation, contract rights under any joint venture or other agreements in respect of any Portfolio Financing Transaction, but excluding contract rights the pledge of which to the Lenders is expressly prohibited by the agreements governing such Portfolio JV, such Portfolio Financing Transaction, or any member, partner or other participant in such Portfolio JV or such Portfolio Financing Transaction (such excluded contract rights, the “Excluded Contract Rights”; and together with the Excluded JV Interests, the “Excluded Interests”)), hedge agreements, documents, instruments, indemnification rights, tax refunds and cash, except (x) as to any of the foregoing, if the Administrative Agent has determined the costs of obtaining such security interest are excessive in relation to the value of the security to be afforded thereby and (y) purchased portfolio assets the purchase of which was financed in whole or in part by a Portfolio Financing Transaction.
	(c)      All proceeds and products of the property and assets described in clauses (a) and (b) above.
Interest Rates:	At the option of the Borrower, Loans may be maintained from time to time as (x) Base Rate Loans, which shall bear interest at the Applicable Margin in excess of the Base Rate in effect from time to time, or (y) Eurodollar Loans, which shall bear interest at the Applicable Margin in excess of the Eurodollar Rate (adjusted for maximum reserves) as determined by the Administrative Agent for the respective interest period, provided that until the earlier to occur of (x) the 30th day following the Closing Date and (y) that date upon which Morgan Stanley has determined (and notifies the Borrower) that the primary syndication of the Senior Bank Financing (and the resultant addition of institutions as Lenders) has been completed, only Base Rate Loans or Eurodollar Loans with an interest period of one week may be incurred.

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I-5

	“Base Rate” shall mean the higher of (x) 1/2 of 1% in excess of the federal funds rate and (y) the rate that the Administrative Agent announces from time to time as its prime or base commercial lending rate, as in effect from time to time.
	The “Applicable Margin” means at any time, (x) for the first six months after the Closing Date, 1.50% per annum in respect of Base Rate Loans and 2.50% per annum in respect of Eurodollar Loans and (y) thereafter, the applicable percentage determined in accordance with a pricing grid to be determined.
	During the continuance of any event of default under the loan documentation, the Applicable Margin on all obligations owing under the loan documentation shall increase by 2% per annum.
	Subject to the proviso in the first paragraph under “Interest Rates” above, interest periods of 1, 2, 3 and 6 months and, if available, 9 and 12 months, shall be available in the case of Eurodollar Loans.
	Interest in respect of Base Rate Loans shall be payable quarterly in arrears on the last business day of each quarter. Interest in respect of Eurodollar Loans shall be payable in arrears at the end of the applicable interest period and every three months in the case of interest periods in excess of three months. Interest will also be payable at the time of repayment of any Loans, and at maturity. All interest calculations in respect of Eurodollar Loans shall be based on a 360-day year and all interest calculations in respect of Base Rate Loans and commitment fee and other fee calculations shall be based on a 365/6-day year.
Senior Lead Arrangers and Senior Administrative Agent Fees:	The Senior Lead Arrangers and the Senior Administrative Agent shall receive such fees as have been separately agreed upon with the Borrower.
Unused Commitment Fees:	1/2 of 1% per annum, on the unused portion of each Lender’s share of the Senior Bank Financing, payable (a) quarterly in arrears and (b) on the date of termination or expiration of the commitments.
Letter of Credit Fees:	Applicable Margin for Eurodollar Loans which are Revolving Loans on the aggregate outstanding stated amounts of letters of credit plus an additional 1/8 of 1% on the aggregate outstanding stated amounts of letters of credit to be paid as a fronting fee to the issuing bank.

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I-6

Voluntary Commitment Reductions:	Voluntary reductions to the unutilized portion of the Senior Bank Financing, including the Revolving Credit Facility, may be made from time to time by the Borrower without premium or penalty.
Voluntary Prepayment:	The Borrower may, upon at least one business day’s notice in the case of Base Rate Loans and three business days’ notice in the case of Eurodollar Loans, prepay, in full or in part, the Senior Bank Financing without premium or penalty; provided, however, that each partial prepayment shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof; provided further that any such prepayment of Eurodollar Loans shall be made together with reimbursement for any funding losses of the Lenders resulting therefrom.
Mandatory Prepayment and Commitment Reduction:	All net cash proceeds (a) from sales of property and assets of Holdings and its subsidiaries (excluding sales of inventory and sales of portfolio assets in the ordinary course of business and other exceptions to be agreed and subject to a reinvestment provision to be negotiated), (b) of casualty insurance and condemnation payments (subject to reinvestment) and (c) from the issuance after the Closing Date of additional debt (subject to exceptions to be agreed) and 50% of net proceeds of issuance of equity of Holdings and its subsidiaries (subject to exceptions to be agreed, including investment from existing investors and equity used for permitted acquisitions), and 50% (or 25% or 0% if leverage is reduced to agreed levels) of Excess Cash Flow (to be defined in the loan documentation, which shall exclude amounts expended for permitted acquisitions and permitted purchases of portfolio assets) of the Borrower and its subsidiaries shall be applied to prepay the Senior Bank Financing, to the principal repayment installments of the Term Loan Facility on a pro rata basis and then to the Revolving Credit Facility (without reducing the commitments thereunder).
Documentation:	Morgan Stanley’s and JPMCB’s commitments will be subject to the negotiation, execution and delivery of definitive financing agreements (and related security documentation, guaranties, etc.) consistent with the terms of this letter in customary form for similar secured financings, in each case prepared by counsel to the Initial Lenders.
Conditions Precedent to Initial Extension of Credit:	No material conditions other than those specified in Annex III.
Conditions Precedent to All Extensions of Credit:	There shall exist no default under any of the loan documentation, and the representations and warranties of the Borrower and each of the Guarantors therein shall be true and correct in all material respects immediately prior to, and after giving effect to, such extension of credit.

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Representations and Warranties:	Those customarily found in credit agreements for similar secured financings, including, without limitation, absence of any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of Holdings and its subsidiaries, taken as a whole1, and any purchase of assets made by a Portfolio JV shall have been made upon the basis of the Company's good faith expectation that it would receive a return on such investment of not less than its purchase price.
Covenants:	Those affirmative, negative and financial covenants (applicable to Holdings and its subsidiaries) customarily found in credit agreements for similar secured financings with usual and customary baskets and exceptions to be agreed upon, including, without limitation, the following:
	(a)      Affirmative Covenants - (i) Compliance with laws and regulations (including, without limitation, ERISA and environmental laws); (ii) payment of taxes and other obligations; (iii) maintenance of appropriate and adequate insurance; (iv) preservation of corporate existence, rights (charter and statutory), franchises, permits, licenses and approvals; (v) visitation and inspection rights; (vi) keeping of proper books in accordance with generally accepted accounting principles; (vii) maintenance of properties; (viii) performance of leases, related documents and other material agreements; (ix) conducting transactions with affiliates on terms equivalent to those obtainable on an arm’s-length basis; (x) further assurances as to perfection and priority of security interests; and (xi) customary financial and other reporting requirements (including, without limitation, audited annual financial statements and quarterly unaudited financial statements, in each case prepared on a consolidated basis, notices of defaults, compliance certificates, annual business plans and forecasts, reports to shareholders and other creditors and other business and financial information as any Lender shall reasonably request).

¹ It being understood that the material adverse change representation as of the Closing Date will use the definition of Material Adverse Effect set forth herein.

Annex I

I-8

	(b)      Negative Covenants - Restrictions on (i) liens (including, without limitation, liens on any Excluded Interests, but excluding liens granted to secure debt described in the definition of “Portfolio Financing Transactions” and liens securing the Senior Bank Financing); (ii) debt (with exceptions for the issuance of not more than $365,000,000 of Subordinated Notes and Exchange Notes), guaranties or other contingent obligations (including, without limitation, the subordination of all intercompany indebtedness on terms satisfactory to the Lenders); (iii) mergers and consolidations; (iv) sales, transfers and other dispositions of assets (other than sales of inventory and sales of portfolio assets in the ordinary course of business); (v) loans, acquisitions, joint ventures and other investments, with permitted investments to include Portfolio Financing Transactions; (vi) dividends and other distributions to stockholders; (vii) creating new subsidiaries; (viii) becoming a general partner in any partnership; (ix) repurchasing shares of capital stock; (x) prepaying, redeeming or repurchasing debt; (xi) capital expenditures; (xii) granting negative pledges other than to the Administrative Agent and the Lenders and in connection with the Subordinated Notes; (xiii) changing the nature of its business; (xiv) amending organizational documents, or amending or otherwise modifying any debt, any related document or any other material agreement in a manner adverse to the Lenders; (xv) changing accounting policies or reporting practices except as required by generally accepted accounting principles; and (xvi) granting consent required under any joint venture or similar agreement for any Portfolio JV to incur debt other than in respect of a Portfolio Financing Transaction; in each of the foregoing cases, with customary and such other exceptions as may be agreed upon in the loan documentation. It is agreed that the Borrower and its subsidiaries will be permitted to continue the Portfolio Financing Transactions.
	(c)      Financial Covenants – Leverage and interest coverage. All of the financial covenants will be calculated on a consolidated basis (taking into account any acquisition or disposition made during any measurement period as if such acquisition or disposition occurred on the first day of such measurement period) for each consecutive four fiscal quarter period, except that during the first year following the Closing Date such measurements shall be calculated on a pro forma basis.
Events of Default:	Those customarily found in credit agreements for similar secured financings, including, without limitation, (a) failure to pay principal when due, or to pay interest or other amounts within three business days after the same becomes due, under the loan documentation; (b) any representation or warranty proving to have been materially incorrect when made or confirmed; (c) failure to perform or observe covenants set forth in the loan documentation within a specified period of time, where customary and appropriate, after notice or knowledge of such failure; (d) cross-defaults to other indebtedness in an amount to be agreed in the loan documentation; (e) bankruptcy and insolvency defaults (with grace period for involuntary proceedings); (f) monetary judgment defaults in an amount to be agreed in the loan documentation; (g) impairment of loan documentation or security; (h) change of ownership or operating control; and (i) standard ERISA defaults.

Annex I

I-9

Interest Rate Protection:	The Borrower shall obtain interest rate protection in form and with parties acceptable to the Senior Lenders for a notional amount to be agreed in the final loan documentation, but in no event less than 50% of the aggregate principal amount of the Term Loans and for a period of three years.
Expenses:	The Borrower shall pay all of the Senior Administrative Agent’s and the Senior Lead Arrangers’ reasonable out-of-pocket expenses for due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and all other reasonable out-of-pocket expenses incurred by the Senior Administrative Agent or the Senior Lead Arrangers (including the reasonable fees and expenses of outside counsel for the Lead Arrangers upon consummation of the Acquisition, as well as all reasonable out-of-pocket expenses of the Administrative Agent in connection with the administration of the loan documentation. The Borrower shall also pay the expenses of the Senior Administrative Agent, the Senior Lead Arrangers and the Senior Lenders in connection with the enforcement of any of the loan documentation.
Indemnity:	The Borrower will indemnify and hold harmless the Senior Administrative Agent, the Senior Lead Arrangers, each Senior Lender and each of their affiliates and their officers, directors, employees, agents and advisors from claims and losses relating to the Transaction or the Senior Bank Financing, except to the extent resulting from gross negligence or willful misconduct of the indemnified party.
Required Lenders:	Senior Lenders holding loans and commitments representing more than 50% of the aggregate amount of loans and commitments under the Senior Bank Financing.
Waivers & Amendments:	Amendments and waivers of the provisions of the loan agreement and other definitive credit documentation shall require the approval of the Required Lenders, except that (x) the consent of all affected Senior Lenders shall be required with respect to (i) increases in commitment amounts, (ii) reductions of principal, interest, or fees, (iii) extensions of, the final maturity date and (iv) changes to the order of applications of prepayments and (y) the consent of all Senior Lenders shall be required with respect to releases of all or substantially all of the Collateral or all or substantially all of the value of the guarantees.

Annex I

I-10

Assignments and Participations:	Assignments may be non-pro rata and must be to Eligible Assignees (to be defined in the definitive loan documentation) and, in each case other than an assignment to a Lender or an assignment of the entirety of a Lender’s interest in the Senior Bank Financing, in a minimum amount equal to $1 million subject, in the case of assignments to persons other than the assigning Lender’s affiliates, to the consent of the Administrative Agent and, solely in the case of the Revolving Credit Facility, unless an Event of Default has occurred and is continuing, the Borrower. Each Lender will also have the right, without consent of the Borrower or the Administrative Agent, to assign as security all or part of its rights under the loan documentation to any Federal Reserve Bank. No participation shall include voting rights, other than for reductions or postponements of amounts payable or releases of all or substantially all of the collateral.
Taxes:	All payments to be free and clear of any present or future taxes, withholdings or other deductions whatsoever (other than income taxes in the jurisdiction of the Senior Lender’s applicable lending office). The Senior Lenders will use reasonable efforts (consistent with their respective internal policies and legal and regulatory restrictions and so long as such efforts would not otherwise be disadvantageous to such Senior Lenders) to minimize to the extent possible any applicable taxes and the Borrower will indemnify the Senior Lenders and the Senior Administrative Agent for such taxes paid by the Senior Lenders or the Senior Administrative Agent other than exceptions to be agreed.
Miscellaneous:	Standard yield protection (including compliance with risk-based capital guidelines, increased costs, payments free and clear of withholding taxes and interest period breakage indemnities), eurodollar illegality and similar provisions, defaulting lender provisions, waiver of jury trial and submission to jurisdiction provisions.
Governing Law:	New York.
Counsel for Initial Lenders:	Shearman & Sterling LLP.

Annex I

ANNEX II-A

$365,000,000 SENIOR SUBORDINATED BRIDGE FACILITY:

SUMMARY OF TERMS AND CONDITIONS

Borrower:	Merger Co. and, upon consummation of the Merger, the Surviving Corporation.
Bridge Joint Lead Arrangers And Joint Book Runners:	Morgan Stanley and JPMorgan.
Bridge Administrative Agent:	Morgan Stanley.
Bridge Lenders:	Morgan Stanley, JPMCB (or a wholly owned affiliate thereof) and a syndicate of financial institutions and institutional lenders arranged by the Initial Lenders in consultation with the Borrower.
Bridge Facility:	Senior Subordinated Increasing Rate Loans (the “Bridge Loans”) made pursuant to the Bridge Financing Documentation between the Borrower and the Bridge Lenders. Each Bridge Lender shall have the unconditional right to convert the Bridge Loans and/or Rollover Loans into senior subordinated increasing rate notes at its sole discretion.
Use of Proceeds:	The proceeds of the Bridge Loans, along with borrowings under the Senior Bank Financing and proceeds of the Equity Contribution, will be used (i) to finance, in part, the Transaction (including without limitation the Refinancing) and (ii) to pay costs and expenses in connection with the Transaction.
Principal Amount:	Up to $365 million.
Interest Rate:	Interest on the Bridge Loans shall be paid at the Applicable Interest Rate (as defined below) and payable quarterly in arrears. “Applicable Interest Rate” shall initially mean the greater of (i) the sum of three-month LIBOR plus 5.00% per annum and (ii) 9.75% per annum; provided that if the Bridge Loans are not repaid in full in whole by the end of the first three months following the issuance date, the Applicable Interest Rate otherwise in effect will increase by 50 basis points and shall thereafter increase by an additional 50 basis points at the end of each subsequent three-month period for so long as the Bridge Loans are outstanding (the “Incremental Spread”); and provided further that in no event shall the Applicable Interest Rate exceed 12.00% per annum.
Maturity:	One year from the date of the borrowing.

Annex II-A

IIA-2

Ranking:	The Bridge Loans will be senior to all subordinated indebtedness of the Borrower and will be subordinated to all senior indebtedness of the Borrower, including the Senior Bank Financing.
Guarantees:	Same guarantees as are provided to the Senior Lenders but the guarantees will be senior to all subordinated indebtedness of the guarantor and will be subordinated to all senior indebtedness of the guarantor, including the guarantor’s guarantee of the Borrower’s obligations under the Senior Bank Financing.
Mandatory Prepayment:	The Borrower will mandatorily prepay the Bridge Loans at 100% of their principal amount plus accrued interest to the prepayment date with (i) the net proceeds from the Permanent Financing, (ii) the net proceeds from the issuance of any other debt or equity securities (with exceptions substantially the same as for the Senior Bank Financing) and (iii) the net proceeds from asset sales (with exceptions substantially the same as for the Senior Bank Financing) subject, in each case, to the prior claims of the lenders under the Senior Bank Financing.
Change-of-Control:	The Borrower will prepay the Bridge Loans upon any change-of-control (to be defined in a mutually acceptable manner) of the Borrower at a redemption price of 101% of par plus accrued interest.
Interest Payments:	Quarterly in arrears.
Optional Prepayment:	The Bridge Loans will be prepayable, in whole or in part, upon not less than 10 days written notice, at the option of the Borrower, at any time at 100% of par plus accrued interest to the redemption date.
Mandatory Exchange:	If the Bridge Loans have not been previously repaid in full in cash on or prior to maturity, the principal of the Bridge Loans outstanding at maturity shall, subject to certain conditions precedent, be satisfied at maturity through the issuance and delivery of the Rollover Loans described below in the attached Annex II-B.
Right to Transfer Bridge Loans:	Each Initial Lender shall have the absolute and unconditional right in consultation with you to transfer the Bridge Loans to one or more third parties, whether by transfer, assignment or participation and the other Bridge Lenders shall have the right, with the prior consent of the Initial Lenders, to transfer the Bridge Loans to one or more third parties, whether by transfer, assignment or participation. If the Bridge Loans are converted to notes, the Borrower, upon request, shall be required to insure that such notes are DTC eligible. The holders of equity interests in Holdings shall have a right of first refusal to purchase any Bridge Loans to be transferred to third parties; provided that in respect of any Bridge Loans held by any such holder, such holder shall not have any voting rights and shall be treated in all other respects the same as the other Bridge Lenders.

Annex II-A

IIA-3

Conditions to Funding:	Usual and customary for a transaction of this type, including (without limitation) those specified in Annex III.
Representations and Warranties:	The Bridge Credit Agreement will contain representations and warranties which are usual and customary for transactions of this nature (with the scope, exceptions and qualifications substantially the same as those for the Senior Bank Financing).
Covenants:	The Bridge Credit Agreement will contain usual and customary covenants for transactions of this nature (with exceptions and qualifications substantially the same as those for the Senior Bank Financing).
Events of Default:	The Bridge Credit Agreement will contain usual and customary events of default for transactions of this nature and similar to those for the Senior Bank Financing.
Indemnification:	The Borrower will indemnify the Bridge Administrative Agent, the Bridge Lead Arrangers and the Bridge Lenders against all losses, liabilities, claims, damages, or reasonable expenses relating to the Bridge Loans, the Bridge Credit Agreement and the Borrower’s use of the proceeds from the Bridge Loans or the commitments, including but not limited to reasonable attorney’s fees and settlement costs, substantially on the terms set forth in the Commitment Letter.
Expenses:	The Borrower will pay all reasonable outside legal and other reasonable out-of-pocket expenses of the Bridge Administrative Agent, the Bridge Lead Arrangers and the Bridge Lenders as incurred, including travel costs, document production and other out-of-pocket expenses of this type, and the reasonable fees of outside counsel and reasonable fees of other professional advisors engaged with the Borrower’s consent.
Governing Law:	State of New York.
Counsel for Initial Lenders:	Shearman & Sterling LLP.

Annex II-A

ANNEX II-B

SENIOR SUBORDINATED ROLLOVER LOANS AND EXCHANGE NOTES:

SUMMARY OF TERMS AND CONDITIONS

Borrower:	Merger Co. and, upon consummation of the Merger, the Surviving Corporation.
Facility:	Senior Subordinated Rollover Loans (the “Rollover Loans”).
Principal Amount:	Up to the outstanding principal amount of the Bridge Loans.
Purpose:	The Rollover Loans will be used in their entirety to repay 100% of the outstanding principal amount of the Bridge Loans.
Maturity:	9 years after the issuance date of the Rollover Loans.
Interest Rate:	Interest on the Rollover Loans shall be paid at the Applicable Interest Rate (as defined below) and payable quarterly in arrears. “Applicable Interest Rate” shall mean the Applicable Interest Rate in respect of the Bridge Loans as of the date of the issuance of the Rollover Loans, which shall increase by an additional 50 basis points at the end of each three-month period for so long as the Rollover Loans are outstanding and provided that in no event shall the Applicable Interest Rate exceed 12.00% per annum.
Exchange Notes:	At any time on or after the date on which the Bridge Loans convert into Rollover Loans, Rollover Loans due to any Bridge Lender may, at the option of such Bridge Lender, be exchanged for an equal principal amount of senior unsecured exchange notes of the Borrower (the “Exchange Notes”). The Borrower will issue the Exchange Notes under an indenture that complies with the Trust Indenture Act of 1939, as amended (the “Indenture”). The Borrower will appoint a trustee reasonably acceptable to the holders of the Exchange Notes. The Indenture will include provisions customary for an indenture governing publicly traded high yield senior unsecured debt securities. Each Exchange Note will initially bear interest in effect on the Rollover Loans for which it is exchanged, and thereafter, the rate and margin will continue to increase as set forth above for Rollover Loans. Each holder of Exchange Notes shall have the option to fix the interest rate on the Exchange Notes to a rate that is equal to the then applicable rate of interest borne by the Exchange Notes.
Optional Prepayment:	Each Rollover Loans that has not been exchanged into an Exchange Note and each floating rate Exchange Note will be prepayable at the option of the Borrower, in whole or in part, at any time at par plus accrued and unpaid interest to the redemption date. Each fixed rate Exchange Note will be prepayable with an applicable make-whole provision for 5 years from the Closing Date and will be prepayable thereafter at par plus accrued interest plus a premium equal to 50% of the coupon in effect on the date of issuance of such Exchange Notes, declining ratably on each yearly anniversary to par two years prior to the maturity of such Exchange Notes.

Annex II-B

IIB-2

Mandatory Prepayment:	Same as Bridge Loans.
Change-of-Control:	The Borrower will prepay the Rollover Loans upon any change-of-control of the Borrower at a redemption price of 101% of par plus accrued interest.
Ranking:	Same as Bridge Loans.
Guarantees:	Same as Bridge Loans.
Registration Rights:	Within 90 days from the issuance date of the Rollover Loans, the Borrower shall file a shelf registration statement with the Securities and Exchange Commission and the Borrower shall use its best efforts to cause such shelf registration statement to be declared effective within 150 days from the issuance date of the Rollover Loans and keep such shelf registration effective, with respect to resales of notes into which the Rollover Loans have been converted, for so long as it is required by the holders of such notes to resell such notes. Upon failure to comply with the requirements of the registration rights agreement, the Borrower shall pay liquidated damages to each holder of such notes with respect to the first 90-day period immediately following the occurrence of such default in an amount equal to one-quarter of one percent (0.25%) per annum on the principal amount of such notes held by such holder. The amount of the liquidated damages will increase by an additional one-quarter of one percent (0.25%) per annum on the principal amount of Exchange Notes with respect to each subsequent 90-day period until all such defaults have been cured, up to a maximum amount of liquidated damages for all such defaults of 1.00% per annum. In addition, the holders of such notes will have the right to “piggy back” in the registration of any debt securities which are registered by the Borrower unless all of such notes will be redeemed from the proceeds of such securities.
Right to Transfer Rollover Loans:	Each Initial Lender shall have the absolute and unconditional right to transfer Rollover Loans in compliance with applicable law to any third parties and the other Bridge Lenders shall have the right, with the prior consent of the Initial Lenders, to transfer the Rollover Loans to one or more third parties. If the Rollover Loans are converted to notes, the Borrower, upon request, shall be required to insure that such notes are DTC Eligible.
Conditions to Issuance:	The right to issue the Rollover Loans will be subject to satisfaction of the following conditions precedent: (i) at the time of issuance, there shall exist no default under the Bridge Credit Agreement, (ii) all fees, interest and other amounts owing to the Bridge Lenders shall have been paid in full and (iii) no injunction, decree, order or judgment enjoining such issuance shall be in effect.

Annex II-B

IIB-3

Representation,Warranties, Covenants, Events of Default, Indemnities and Expenses:	Customary for publicly traded high-yield debt.
Governing Law:	State of New York.
Counsel for Initial Lenders:	Shearman & Sterling LLP.

Annex II-B

ANNEX III

CONDITIONS PRECEDENT

$550,000,000 SENIOR CREDIT FACILITIES

$365,000,000 SENIOR SUBORDINATED BRIDGE FACILITY

[Capitalized terms not otherwise defined herein have the same meanings as

specified therefor in the Commitment Letter to which this Annex III is attached]

Conditions Precedent to Closing:	The closing and the initial extension of credit under the Senior Credit Facilities and the extension of the Bridge Loans under the Bridge Facility will be subject to satisfaction of the following conditions precedent:
	(i)       The final terms and conditions of the Transaction, including, without limitation, all legal and tax aspects thereof, shall be as described in the Commitment Letter and otherwise consistent in all material respects with the description thereof received in writing as part of the Pre-Commitment Information. The Lenders shall be satisfied with (x) the Merger Agreement (including all schedules and exhibits thereto) and (y) all other agreements, instruments and documents relating to the Transaction2; and the Merger Agreement and such other agreements, instruments and documents relating to the Transaction shall not be altered, amended or otherwise changed or supplemented or any condition therein waived in any manner materially adverse to the Lenders without the prior written consent of the Lenders. The acquisition shall have been consummated substantially in accordance with the terms of the Merger Agreement and in compliance with applicable law. The Refinancing shall have been consummated or shall be consummated concurrently with the initial extension of credit under the Facilities.
	(ii)      All of the capital stock of the Borrower shall be owned by Holdings and all capital stock of the Borrower’s subsidiaries shall be owned by the Borrower or one or more of the Borrower’s subsidiaries, in each case free and clear of any lien, charge or encumbrance not permitted under the loan documentation (it being understood that in the case of Portfolio JVs, not all capital stock of such entities shall be owned by the Borrower or one or one of the Borrower’s subsidiaries, and that the equity interests owned by the Borrower and Guarantors in such entities shall be free and clear of any lien, charge or encumbrance not permitted under the loan documentation); in the case of the Senior Credit Facilities the Senior Lenders shall have a valid and perfected first priority (subject to certain exceptions to be set forth in the loan documentation) lien and security interest in such capital stock and in the other collateral referred to under the section “Security” above; all filings, recordations and searches necessary or desirable in connection with such liens and security interests shall have been duly made; and all filing and recording fees and taxes shall have been duly paid.

² It is understood the draft of the Merger Agreement received by MS on July 18, 2006 is satisfactory.

Fee Letter

2

(iii)     There shall not have occurred any event, circumstance, development, change or effect, or aggregation of events, circumstances, developments, changes or effects, that has or have had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, whether or not covered by insurance.

(iv)     There shall exist no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental or regulatory agency or authority that could reasonably be expected to (a) materially adversely affect the ability of the Borrower or any Guarantor to perform its obligations under the loan documentation for each Facility or (b) materially adversely affect the rights and remedies of the Administrative Agent and the Lenders under the loan documentation.

(v)      All governmental and third party consents, the failure to obtain which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and approvals necessary in connection with the Transaction and the Facilities shall have been obtained and shall remain in effect; all applicable waiting periods shall have expired without any adverse action being taken by any competent authority; and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon the Transaction or the Facilities.

(vi)     All loans made by the Lenders to the Borrower or any of its affiliates shall be in full compliance with the Federal Reserve’s Margin Regulations.

(vii)    The Borrower and each material Guarantor shall have delivered certificates, in form and substance satisfactory to the Lenders, attesting to the Solvency (as hereinafter defined) of the Borrower and such material Guarantor, as the case may be, in each case individually and together with its subsidiaries, taken as a whole, immediately before and immediately after giving effect to the Transaction, from their respective chief financial officers. As used herein, the term “Solvency” of any person means (i) the fair value of the property of such person exceeds its total liabilities (including, without limitation, contingent liabilities), (ii) the present fair saleable value of the assets of such person is not less than the amount that will be required to pay its probable liability on its debts as they become absolute and matured, (iii) such person does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature and (iv) such person is not engaged, and is not about to engage, in business or a transaction for which its property would constitute an unreasonably small capital. It is understood that each Guarantor’s guaranty of the Facilities shall be limited to the maximum amount as will result in the obligations guaranteed thereunder not constituting a fraudulent transfer or conveyance.

Morgan Stanley Combined Form

2

(viii)   The Lenders under each Facility shall have received (a) customary opinions of counsel for the Borrower and the Guarantors and of local counsel for the Lenders as to the transactions contemplated hereby and (b) such customary corporate resolutions, certificates and other documents as the Lenders under each Facility shall reasonably request.

(ix)     All accrued fees and expenses of the Senior Administrative Agent, the Bridge Administrative Agent, the Senior Lead Arrangers, the Bridge Lead Arrangers and the Lenders (including the fees and expenses of counsel for the Senior Administrative Agent, the Bridge Administrative Agent, the Senior Lead Arrangers and the Bridge Lead Arrangers and local counsel for the Lenders) shall have been paid.

(x)      The Equity Contribution and the Rollover shall have been consummated on or prior to the Closing Date. In the case of the Senior Credit Facilities, the Senior Lenders shall be satisfied with the terms and conditions of the Bridge Loans or the Subordinated Notes, as the case may be (it being understood that the terms and conditions of the Bridge Loans and the Subordinated Notes contained in the Bridge Summary of Terms are satisfactory), and the Senior Administrative Agent shall have received satisfactory evidence of receipt by the Borrower of not less than $365 million cash proceeds from the advance of the Bridge Loans or the issuance by the Borrower of the Subordinated Notes. In the case of the Bridge Facility, the Bridge Lenders shall be satisfied with the terms and conditions of the Senior Credit Facilities (It is understood that the terms and conditions of the Senior Credit Facilities contained in the Senior Bank Summary of Terms are satisfactory) and the Bridge Lead Arrangers shall have received evidence satisfactory to the Bridge Lead Arrangers that all other conditions to commitments of the Senior Lenders under the Senior Credit Facilities have been satisfied.

(xi)     In the case of the Bridge Facility, the Borrower shall have provided to the Initial Lenders as soon as practicable and in no event later than 30 calendar days prior to the Closing Date, a complete printed preliminary offering memorandum or prospectus relating to the issuance of the Permanent Financing including all financial statements and other data to be included therein (including all audited financial statements and all unaudited financial statements (which unaudited quarterly financial statements shall have undergone an SAS 100 review)) prepared in accordance with generally accepted accounting principles in the United States and prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”) and substantially all other data (including selected financial data and pro forma financial statements) that the Securities and Exchange Commission would require in a registered offering of the Permanent Financing (collectively, the “Required Information”).

Morgan Stanley Combined Form

2

(xii)    In the case of the Bridge Facility, the Borrower shall have cooperated reasonably and in good faith with the marketing of the Permanent Financing with the view towards effecting the issuance of the Permanent Financing in lieu of the borrowing of the Bridge Loans. MS, JPMorgan or their affiliates shall have had a period of not less than 10 Business days to market the Permanent Financing prior to the Closing Date.

Morgan Stanley Combined Form

EX-99

Exhibit 99(b)(3)

Execution Copy

LETTER AMENDMENT

Dated as of August 2, 2006

To One Equity Partners II, L.P.

320 Park Avenue

18^th Floor

New York, New York 10022

Attention: Dan Selmonosky

Project Collect

Ladies and Gentlemen:

We refer to (i) the Commitment Letter dated July 18, 2006 (together with the attached annexes, the “Commitment Letter”) by and among Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), JPMorgan Chase Bank, N.A. (“JPMCB”), J.P. Morgan Securities Inc. (“JPMorgan”; together with Morgan Stanley and JPMCB, “we” or “us”) and you, (ii) the Fee Letter dated as of July 18, 2006 by and among us and you (the “Fee Letter”) and (iii) the Engagement Letter dated as of July 18, 2006 by and among Morgan Stanley & Co. Incorporated (“MS”), JPMorgan and you (the “Engagement Letter”). Unless otherwise defined in this Letter Amendment (this “Letter Amendment”), terms defined in the Commitment Letter, the Fee Letter or the Engagement Letter are used herein as therein defined.

It is hereby agreed by you and us as follows:

The Commitment Letter is, effective as of the date of this Letter Amendment, hereby amended as follows:

(a) All references to “$450,000,000” as the amount of the Term Loan Facility shall be replaced with “$465,000,000”; and

(b) All references to “$550,000,000” as the aggregate principal amount of (i) the Senior Credit Facilities and (ii) the Senior Bank Financing shall be replaced with “$565,000,000”.

The Engagement Letter and the Fee Letter are, effective as of the date of this Letter Amendment, hereby amended by replacing all references to “$550 million” as the aggregate principal amount of the Senior Bank Financing with “$565 million”.

This Letter Amendment shall become effective as of the date first above written when the Senior Lead Arrangers shall have received counterparts of this Letter Amendment executed by the undersigned. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any of Morgan Stanley, MS, JPMCB or JPMorgan under the Commitment Letter, Fee Letter or Engagement Letter, nor constitute a waiver of any provision of the Commitment Letter, Fee Letter or Engagement Letter.

Letter Amendment

2

This Letter Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment.

This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning a counterpart of this Letter Amendment to Kevin C. Brosseau of Shearman & Sterling LLP, at facsimile number (646) 848-7448.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

Letter Amendment

Very truly yours,
MORGAN STANLEY SENIOR FUNDING, INC.
By	/s/ Eugene F. Martin
	Title: Vice President

MORGAN STANLEY & CO. INCORPORATED
By	/s/ Eugene F. Martin
	Title: Managing Director

Letter Amendment

JPMORGAN CHASE BANK, N.A.
By	/s/ Thomas H. Kozlark
	Title: Vice President

J. P. MORGAN SECURITIES INC.
By	/s/ Benjamin D. Ben-Attar
	Title: Vice President:

Letter Amendment

Agreed to and Accepted this 2nd day of August, 2006
ONE EQUITY PARTNERS II, L.P.
BY:	OEP GENERAL PARTNER II, L.P. ITS GENERAL PARTNER
BY:	OEP HOLDING CORPORATION ITS GENERAL PARTNER
By	/s/ Daniel J. Selmonosky
	Title: Managing Director

Letter Amendment

EX-99

Exhibit 99(c)(2)

Project North

CONFIDENTIAL

PRESENTATION TO THE SPECIAL COMMITTEE

July 21, 2006

THESE MATERIALS MAY NOT BE USED OR RELIED UPON FOR ANY PURPOSE OTHER THAN AS SPECIFICALLY CONTEMPLATED BY A
WRITTEN AGREEMENT WITH CREDIT SUISSE.

1

Overview of the Current Situation

CONFIDENTIAL

On May 15, 2006, North’s Board received a proposal from Michael Barrist, Chairman, President
and Chief Executive Officer of North, proposing to acquire all of the outstanding shares of North
common stock for $27.50 per share in cash

The proposal indicated Michael Barrist’s intention to partner with One Equity Partners

The proposal also included a commitment letter from a reputable financial institution for $865
million of debt financing

On May 16, 2006, North announced it had formed a Special Committee and engaged Credit
Suisse as financial advisor to the Special Committee

The Special Committee disclosed receipt of the proposal in a press release and authorized Credit
Suisse to solicit indications of interest from other third parties

50 strategic and financial parties were contacted to solicit alternative proposals

A total of 22 parties executed non-disclosure agreements, were provided a confidential
information memorandum and were invited to submit a non-binding preliminary indication of
interest by June 8, 2006

No contacted parties submitted an indication of interest by June 8

To date, no contacted parties have indicated an interest in moving forward

2

Summary of Proposed Terms

TERM

SUMMARY DESCRIPTION

Consideration

Financing

Certain Conditions to

Closing

No Solicitation

Note:     This summary is based on a draft of the Merger Agreement dated July 18, 2006, and is intended only as an overview of selected terms and is not intended to cover all terms or details, some of
              which may be important.

CONFIDENTIAL

$27.50 per North share in cash

Fully committed

North shareholder approval

Regulatory and governmental approvals (including antitrust)

Accuracy of representations and warranties; material compliance with covenants

Receipt of all written consents required under certain identified contracts of North and consents to
contracts and licenses the absence of which would cause a North Material Adverse Effect (“MAE”)

No MAE. MA E excludes (A) announcement of the transaction, (B) changes in the national or world
economy generally or financial or securities markets generally or North’s industry generally (which do not
disproportionately impact North relative to similarly situated companies), (C) changes in law (which do
not disproportionately impact North relative to similarly situated companies), (D) change in GAAP, (E)
failure of North to meet published estimates of revenues or earnings (but not the underlying reasons
therefor), ( F) outbreak or escalation of war or terrorism, (G) decline in the price or change in trading
volume of North stock (but not the underlying reasons therefor) and (H) any matter that is disclosed in the
disclosure schedules that does not worsen in a materially adverse manner

Buyer has obtained bank financing on the terms contemplated by its Commitment Letter or has obtained
alternative financing (Buyer must use reasonable best efforts to obtain alternative financing if the bank
financing is not available, subject to certain limitations)

North, its officers, directors, employees, investment bankers, attorneys and other agents may not (A)
initiate, solicit or knowingly encourage any inquiries, proposals or offers to make an acquisition proposal
for North or engage in discussions or negotiations with respect thereto or (B) accept an alternative
acquisition proposal (except a Superior Proposal)

Summary of Proposed Terms (cont’d)

TERM

SUMMARY DESCRIPTION

Superior Proposals

Defined as a written proposal to acquire 50% or more of North’s net revenue, net income, assets or

common stock, which the Board of Directors determines (A) would, if consummated, result in a

transaction that is more favorable to North and (B) is capable of being, and is reasonably likely to

be, completed

Termination Rights

Merger Agreement can be terminated by either party either before or after receipt of shareholder

approval:

–

By mutual written consent

–

If necessary governmental approval is not obtained or consummation of the merger is illegal or prohibited

–

If the Merger has not been consummated by the later of (i) six months from signing or (ii) earlier of (A) eight

months from signing and (B) 30 days following receipt of all regulatory approvals (the outside date)

–

For breach of representations, warranties or covenants causing the failure of the applicable closing

condition (following 30 day cure period)

–

By Buyer if North’s Board (i) changes its recommendation for the transaction, (ii) fails to recommend the

transaction to shareholders, (iii) fails to recommend against an alternative tender or exchange offer, (iv)

fails to call its shareholder meeting to vote on the transaction

–

By North, at any time prior to obtaining shareholder approval, upon the Board (acting through the Special

Committee) resolving to enter into an alternative proposal, provided that (i) the Board has determined in

good faith (after consultation with its independent financial advisors and outside counsel) that such

proposal constitutes a Superior Proposal, (ii) the Company has fully negotiated the final terms of such

proposal, (iii) the Company immediately notifies Buyer and provides Buyer in writing the identity of the

person making, and the final terms and conditions of, such proposal; (iv) such termination will not be

effective until the end of the fifth business day after Buyer’s receipt of such notice

–

By North or Buyer if the North shareholder approval is not obtained at the shareholder meeting

CONFIDENTIAL

by law

Note:  This summary is based on a draft of the Merger Agreement dated July 18, 2006, and is intended only as an overview of selected terms and is not intended to cover all terms or details, some of
          which may be important.

3

TERM

SUMMARY DESCRIPTION

Termination Fee

North reimburses Buyer’s fees and expenses (up to $5 million) if shareholders do not approve the merger at the

shareholder meeting

North pays Buyer a termination fee of $35 million if:

–

Buyer terminates because of North’s breach of representation, warranty, covenant or obligation under the merger

agreement and (i) at the time of such breach an alternative proposal remains outstanding and (ii) the Company

consummates a transaction with respect to such alternative proposal within 12 months of the date of such termination

–

Buyer terminates because North’s Board (i) changes its recommendation for the transaction, (ii) fails to recommend the

transaction to shareholders, (iii) fails to recommend against an alternative tender or exchange offer, (iv) fails to call its

shareholder meeting to vote on the transaction

–

North terminates to accept a Superior Proposal

–

Buyer or North terminate as a result of the lapse of the outside date and not withdrawn, if (i) an acquisition proposal is

communicated to the Board or Special Committee or publicly announced prior to the outside date and not withdrawn and

(ii) within 12 months after such termination a definitive agreement is entered into or such acquisition is consummated

–

Buyer or North terminate as a result of failure to obtain shareholder approval, if (i) an acquisition proposal is communicated

to the Board or Special Committee or publicly announced prior to the shareholder meeting date and not withdrawn and (ii)

within 12 months after such termination, a definitive agreement is entered into or such acquisition is consummated

Buyer pays a termination fee of $35 million (guaranteed by One Equity) if:

–

North terminates due to Buyer’s breach of its obligations to effect closing

–

North or Buyer terminates due to the lapse of the outside date and (i) either North shareholder approval and regulatory

approval have been obtained or the shareholder approval and regulatory approval were not obtained as a result of Buyer’s

failure to fulfill any of its obligations under the agreement, (ii) Buyer closing conditions have been satisfied and (iii) Buyer is

in breach of its obligations to close

Summary of Proposed Terms (cont’d)

CONFIDENTIAL

Note: This summary is based on a draft of the Merger Agreement dated July 18, 2006, and is intended only as an overview of selected terms and is not intended to cover all terms or details, some of
which may be important.

4

Summary of Proposed Transaction Economics

Proposed

Unaffected

(1)

Transaction

Price Per North Share

$19.05

$27.50

Fully-Diluted Shares Outstanding

(2)

32.4

33.2

Transaction Equity Value

$617.4

$911.9

Plus: Debt

(3)

371.1

371.1

Less: Cash

(4)

(20.3)

(20.3)

Transaction Enterprise Value

$968.2

$1,262.7

Implied Unaffected Premiums

Statistic

Unaffected Price (5/15/06)

$19.05

44.4%

10 Trading Day Average

$19.95

37.8%

30 Trading Day Average

$21.28

29.2%

60 Trading Day Average

$22.13

24.3%

90 Trading Day Average

$20.59

33.6%

180 Trading Day Average

$19.44

41.5%

52 Week High (7/14/05)

$24.31

13.1%

52 Week Low (11/08/05)

$15.28

80.0%

52 Week Average

$20.03

37.3%

Transaction Multiples

Statistic

(5)

CY06E AV / EBITDA

$173

5.6x

7.3x

CY07E AV / EBITDA

$203

4.8x

6.2x

CY06E AV / Unlevered NI

(6)

$75

13.0x

16.9x

CY07E AV / Unlevered NI

(6)

$95

10.2x

13.3x

(2)  Outstanding options (as of 5/22/06 from Management) are assumed to be exercised if in-the-money (treasury stock method).

(3)  Includes debt of $322.9 million and minority interest of $48.2 million based on 3/31/06 10-Q.

(4)  Based on 3/31/06 10-Q.

(5)  Based on Management forecasts.

(6)  Represents EBIT x (1 - tax rate), based on tax rate of 38%.

(1)  Unaffected stock price based on 5/15/2006 closing price, the last trading day prior to public announcement by North of receipt of

going private proposal.

(US$ in millions, except per share amounts)

CONFIDENTIAL

5

7/20/05

9/9/05

11/1/05

12/23/05

2/13/06

4/6/06

5/26/06

7/20/06

$14.00

$16.00

$18.00

$20.00

$22.00

$24.00

$26.00

$28.00

$30.00

0

1,000

2,000

3,000

4,000

5,000

6,000

North LTM Stock Price Performance

July 20, 2005 to July 20, 2006

$27.50 Purchase
Price

Dec-05 Earnings

Date

2/13/06

EPS

$0.23

EPS Beat

$0.12

Q/Q Growth

(4%)

Y/Y Growth

(36%)

Sep-05 Earnings

Date

11/7/05

EPS

$0.24

EPS Beat

($0.17)

Q/Q Growth

(43%)

Y/Y Growth

(38%)

Jun-05 Earnings

Date

7/28/05

EPS

$0.42

EPS Beat

($0.03)

Q/Q Growth

(7%)

Y/Y Growth

(2%)

Mar-06 Earnings

Date

5/1/06

EPS

$0.32

EPS Beat

$0.03

Q/Q Growth

39%

Y/Y Growth

(29%)

5/16/06:  Announced receipt

of going private proposal

at $27.50

Source:  Factset and Bloomberg.

11/8/05:  Pre-proposal
period low - $15.28

CONFIDENTIAL

Share Price

Volume in
Thousands

6

7/20/01

4/5/02

12/23/02

9/10/03

5/28/04

2/11/05

11/1/05

7/20/06

$10.00

$15.00

$20.00

$25.00

$30.00

$35.00

0

1,000

2,000

3,000

4,000

5,000

6,000

North 5-Year Stock Price Performance

July 20, 2001 to July 20, 2006

$27.50 Purchase Price

Source:  Factset.

4/10/02:  Period high - $29.06

10/14/02:  Period low - $10.65

CONFIDENTIAL

Share Price

Volume in

Thousands

7

North Management Projections

Fiscal Year Ended December 31,

CAGR

2004A

2005A

2006E

2007E

2008E

2009E

2010E

('05-'10)

ARM

$746.2

$807.0

$899.7

$956.8

$1,004.4

$1,061.5

$1,129.1

6.9%

CRM

159.0

190.4

264.3

319.1

351.0

386.1

424.7

17.4%

Portfolio Management

98.0

144.7

189.2

187.6

178.0

185.2

195.6

6.2%

Eliminations

(1)

(63.5)

(87.3)

(122.4)

(127.1)

(123.5)

(126.3)

(136.2)

9.3%

Total Adjusted Revenue

(2)

939.8

$1,054.8

$1,230.8

$1,336.4

$1,409.9

$1,506.5

$1,613.2

8.9%

% growth

24.7%

12.2%

16.7%

8.6%

5.5%

6.9%

7.1%

Payroll and Related Expense

(3)

472.9

528.3

637.9

689.6

735.6

788.4

848.7

9.9%

SG&A Expense

(4)

324.2

374.8

420.4

443.5

461.0

481.4

507.5

6.2%

Adjusted EBITDA

(3)(4)(5)

142.7

151.6

172.6

203.3

213.3

236.7

257.0

11.1%

% margin

15.2%

14.4%

14.0%

15.2%

15.1%

15.7%

15.9%

Depreciation

40.2

45.8

52.2

49.9

46.7

45.7

42.5

(1.5%)

Adjusted EBIT

(3)(4)(5)

102.5

105.8

120.3

153.4

166.7

191.0

214.5

15.2%

% margin

10.9%

10.0%

9.8%

11.5%

11.8%

12.7%

13.3%

Adjusted Unlevered Net Inc.

(3)(4)(5)

63.5

65.6

74.6

95.1

103.3

118.4

133.0

15.2%

% margin

6.8%

6.2%

6.1%

7.1%

7.3%

7.9%

8.2%

Source:  Public filings and Management.

Represents elimination of intracompany revenue for accounts receivable management services provided by ARM to Portfolio Management.

2005 ARM revenue includes $2.5 million add-back due to loss of revenue from Hurricane Katrina in Q3:05.  Reflects reclassification from Other Income into Revenue of $5.3 million in Q2:05 and
$2.8 million in Q3:05 for sales of aged portfolios of accounts receivable.

Excludes $0.2 million of charges in Q3:05 due to Hurricane Katrina and $0.4 million of charges in Q4:05 due to integration of RMA.

(4)   Excludes $0.9 million of charges in Q3:05 due to Hurricane Katrina and integration of RMA, $0.9 million of charges in Q4:05 due to integration of RMA and $1.0 million of charges in Q1:06 due to integration of RMA.

Excludes $2.4 million of restructuring charges in Q3:05, $7.2 million of restructuring charges in Q4:05 and $4.4 million of restructuring charges in Q1:06.  Excludes future restructuring charges for all projected periods.

(US$ in millions)

CONFIDENTIAL

(1)

(2)

(3)

(5)

8

$17.16

$21.72

$23.34

$29.42

$31.10

$34.52

Selected Companies

Selected Acquisitions

DCF

Summary Financial Analysis

       ($ in millions, except per share amounts)

$27.50 Purchase Price

Per Share Equity Reference Range

$17.16

-

$29.42

$21.72

-

$31.10

$23.34

-

$34.52

Implied Equity Value

$555

-

$981

$705

-

$1,041

$763

-

$1,167

Implied Enterprise Value

$906

-

$1,332

$1,056

-

$1,392

$1,114

-

$1,518

Statistic

(1)

Implied Multiple

Implied Multiple

Implied Multiple

Enterprise Value / EBITDA

CY2006E EBITDA

$173

5.3x

-

7.7x

6.1x

-

8.1x

6.5x

-

8.8x

CY2007E EBITDA

$203

4.5x

-

6.5x

5.2x

-

6.8x

5.5x

-

7.5x

Enterprise Value / Unlevered NI

(2)

CY2006E Unlevered NI

$75

12.1x

-

17.9x

14.2x

-

18.7x

14.9x

-

20.3x

CY2007E Unlevered NI

$95

9.5x

-

14.0x

11.1x

-

14.6x

11.7x

-

16.0x

(1)  Source: Management.

CONFIDENTIAL

Per Share

Equity
Reference

Range

(2)  Based on 38% tax rate.

9

Selected Companies Analysis

Statistic

(1)

Selected Multiple Range

Implied Enterprise Value

Implied Equity Value

Implied Share Price

CY2006 EBITDA

$173

5.3x

-

7.0x

$906

-

$1,208

$555

-

$857

$17.16

-

$25.97

CY2007 EBITDA

$203

4.5x

-

6.5x

$915

-

$1,322

$564

-

$971

$17.43

-

$29.14

CY2006 Unlevered Net Income

(2)

$75

13.0x

-

17.0x

$970

-

$1,268

$619

-

$917

$19.10

-

$27.65

CY2007 Unlevered Net Income

(2)

$95

10.0x

-

14.0x

$951

-

$1,332

$600

-

$981

$18.53

-

$29.42

Preliminary Reference Range

$17.16

-

$29.42

(1) Source: Management.

(2) Based on 38% tax rate.

($ in millions, except per share amounts)

Trading Performance

FD Capitalization

Stock

Disc.

/  Prem.

Equity

Aggr.

FD Aggregate Value /

LT

CY2007

Price

    to LTM

Market

Market

P/E Multiples

Revenue

EBITDA

Unlev. NI

Gr. Rate

PE /

COMPANY (FYE)

7/20/06

High

Low

Value

Value

CY06

CY07

CY06

CY07

CY06

CY07

CY06

CY07

(LTGR)

LTGR

NORTH (MANAGEMENT) (Dec.)

$25.73

(3.3%)

68.4%

$848

$1,199

15.2x

11.4x

1.0x

0.9x

6.9x

5.9x

16.1x

12.6x

12.0%

1.0x

Unaffected

19.05

(21.6%)

24.7%

$617

$968

11.3x

8.5x

0.8x

0.7x

5.6x

4.8x

13.0x

10.2x

12.0%

0.7x

NORTH (Street - current) (Dec.) (1)

25.73

(3.3%)

68.4%

$848

$1,199

16.2x

13.4x

1.0x

0.9x

7.0x

6.4x

NA

NA

12.0%

1.1x

Unaffected (1)

19.05

(21.6%)

24.7%

$617

$968

12.0x

9.9x

0.8x

0.7x

5.7x

5.1x

NA

NA

12.0%

0.8x

Outsourced CRM Services

CONVERGYS (Dec.)

$18.24

(7.9%)

34.0%

$2,582

$2,783

14.8x

13.4x

1.0x

0.9x

6.7x

6.2x

16.5x

14.5x

12.2%

1.1x

SR TELEPERFORMANCE (Dec.)

36.37

(20.0%)

29.4%

1,293

1,519

15.1x

13.1x

0.8x

0.8x

6.2x

5.6x

12.3x

11.4x

32.3%

0.4x

TELETECH HOLDINGS (Dec.)

11.68

(15.3%)

49.9%

835

841

25.9x

17.8x

0.7x

0.7x

8.2x

7.0x

23.9x

17.3x

23.3%

0.8x

INTRUM JUSTITIA (Dec.)

9.24

(6.9%)

34.4%

724

903

13.4x

12.7x

2.2x

2.1x

10.0x

9.7x

15.3x

14.8x

NA  

NA  

SYKES ENTERPRISES (Dec.)

15.15

(14.8%)

60.5%

605

471

24.0x

18.9x

0.9x

0.8x

8.9x

7.7x

21.1x

16.3x

NA  

NA  

ICT GROUP (Dec.)

23.19

(19.2%)

120.9%

368

338

21.7x

17.1x

0.8x

0.7x

7.8x

6.7x

21.5x

17.1x

23.0%

0.7x

SITEL CORP (Dec.)

2.87

(40.6%)

28.7%

213

324

10.6x

7.2x

0.3x

0.3x

3.9x

3.3x

NA

NA

NA  

NA  

STARTEK INC (Dec.)

12.53

(48.3%)

4.2%

184

153

14.7x

12.0x

0.6x

0.6x

5.1x

4.1x

13.4x

10.7x

15.5%

0.8x

Median

(17.3%)

34.2%

14.9x

13.3x

0.8x

0.7x

7.3x

6.5x

16.5x

14.8x

23.0%

0.8x

Mean

(21.6%)

45.2%

17.5x

14.0x

0.9x

0.9x

7.1x

6.3x

17.7x

14.6x

21.3%

0.8x

Portfolio Purchasers

PORTFOLIO RECOVRY ASSOC (Dec.)

$41.85

(19.5%)

18.1%

$676

$654

15.5x

13.3x

3.4x

3.1x

8.5x

7.3x

15.0x

12.8x

18.4%

0.7x

ASSET ACCEPTANCE CAPITL (Dec.)

17.74

(43.6%)

4.4%

660

591

12.2x

10.8x

2.1x

1.9x

6.7x

5.9x

11.1x

9.7x

14.9%

0.7x

ENCORE CAPITAL (Dec.)

12.12

(38.0%)

33.5%

287

467

9.4x

8.1x

1.9x

1.8x

5.7x

5.4x

10.2x

9.5x

15.1%

0.5x

Median

(38.0%)

18.1%

12.2x

10.8x

2.1x

1.9x

6.7x

5.9x

11.1x

9.7x

15.1%

0.7x

Mean

(33.7%)

18.6%

12.4x

10.7x

2.5x

2.3x

7.0x

6.2x

12.1x

10.7x

16.2%

0.7x

ITO / Horizontal BPO

EDS (Dec.)

$22.91

(18.1%)

17.4%

$11,877

$13,024

20.8x

15.3x

0.6x

0.6x

5.0x

4.6x

20.4x

15.7x

23.7%

0.6x

CSC (Mar.) (2)

51.44

(14.0%)

17.4%

9,893

10,064

13.8x

12.2x

0.7x

0.6x

4.6x

4.3x

13.2x

12.1x

10.9%

1.1x

AFFILIATED COMP SVCS (Jun.)

48.96

(22.8%)

4.7%

5,957

7,169

15.1x

12.6x

1.3x

1.2x

7.1x

6.4x

16.3x

14.4x

13.7%

0.9x

HEWITT (Sep.) (3)

21.66

(28.2%)

4.9%

2,424

2,387

14.4x

12.5x

0.8x

0.8x

5.4x

4.8x

14.0x

12.2x

12.7%

1.0x

UNISYS (Dec.)

5.05

(28.9%)

12.2%

1,732

2,155

NM  

11.2x

0.4x

0.4x

4.8x

2.9x

NM

11.0x

7.6%

1.5x

Median

(22.8%)

12.2%

14.7x

12.5x

0.7x

0.6x

5.0x

4.6x

15.1x

12.2x

12.7%

1.0x

Mean

(22.4%)

11.4%

16.0x

12.8x

0.8x

0.7x

5.4x

4.6x

16.0x

13.1x

13.7%

1.0x

Overall Median

(19.7%)

23.4%

14.8x

12.7x

0.8x

0.8x

6.4x

5.8x

15.1x

12.8x

15.1%

0.8x

Overall Mean

(24.1%)

29.7%

16.1x

13.0x

1.2x

1.1x

6.5x

5.7x

16.0x

13.3x

17.2%

0.8x

Source:  Wall Street Research.

Note:  Convergys, CSC, EDS, Encore, Hewitt, Teletech and West estimates exclude stock-based compensation.  Teletech not pro forma for acquisition of Direct Alliance. SYKES not pro forma for acquisition of Centro de Interaccion Multimedia.

Intrum Justitia pro forma for dividend paid May 4, 2006.  EDS pro forma for acquisition of Mphasis on June 8, 2006.  ICT pro forma for equity offering on April 5, 2006. ACS not pro forma for acquisition of Primax Recoveries.

(1)  Based on average of estimates from Boenning & Scattergood (5/16/06), CIBC (5/2/06), First Analysis (5/24/06), JMP Securities (5/24/06) and SunTrust (5/16/06).

($ millions, except per share amounts)

CONFIDENTIAL

10

Selected Acquisitions Analysis

Statistic

Selected Multiple Range

Implied Enterprise Value

Implied Equity Value

Implied Share Price

LTM 3/31/06 Adj. EBITDA

$155

7.0x

-

9.0x

$1,083

-

$1,392

$732

-

$1,041

$22.49

-

$31.10

LTM 3/31/06 Adj. Unlev. Net Income

(1)

$66

16.0x

-

21.0x

$1,056

-

$1,386

$705

-

$1,035

$21.72

-

$30.94

Preliminary Reference Range

$21.72

-

$31.10

(1) Based on 38% tax rate.

($ in millions, except per share amounts)

Enterprise Value As

Equity Value

Announce

Equity

Enterprise

Multiple of

As Multiple of

Date

Acquiror

Target

Target Business Description / Rationale

Value

Value

LTM Revenue

LTM EBITDA

LTM Unlev NI

LTM NI

6/23/2006

Minacs Worldwide

(1)

Provider of contact center BPO services

$110.9

$172.3

0.7x

7.4x

16.1x

20.3x

6/1/2006

West Corp.

(2)

Provider of call center business services

$3,354.9

$4,079.7

2.3x

9.4x

21.7x

23.4x

3/8/2006

SOURCECORP

(3)

Provider of business process outsourcing solutions

$394.7

$430.4

1.0x

7.3x

15.7x

16.9x

9/12/2005

Risk Management Alternatives

(4)

Accounts Receivable Management and Portfolio Management

$118.9

$118.9

0.5x

NM

NM

NM

7/5/2005

LiveBridge

Offers outsourced and professional services to the contact

center and business process markets.

NA

$32.0

0.4x

NA

NA

NA

10/8/2004

Bowne Business Solutions

(5)

Provider of document BPO services

NA

$180.0

0.8x

11.3x

NA

NA

7/22/2004

Worldwide Asset Management

(6)

Purchaser and collector of delinquent accounts receivable

portfolios from consumer credit originators.

NA

$178.0

1.7x

NA

NA

NA

3/10/2004

American Management Systems

(7)

Provider of business and IT consulting services

$856.4

$794.1

0.8x

10.4x

36.0x

35.3x

2/2/2004

Cabot Financial (Europe)

(8)

Provides debt purchasing and credit management solutions in

the U.K.

$181.9

$181.9

2.9x

NA

NA

11.6x

11/18/2003

RMH Teleservices

Provides CRM solutions through various cannels including

voice, VoIP, email, chat and self-help.

$89.0

$115.5

0.4x

10.2x

NM

NM

High

2.9x

11.3x

36.0x

35.3x

Mean

1.2x

9.3x

22.4x

21.5x

Median

0.8x

9.8x

18.9x

20.3x

Low

0.4x

7.3x

15.7x

11.6x

Source: Public filings, press releases and Wall Street research.  

(1) Minacs unlevered net income based on 8% tax rate.

(2) West pro forma for acquisition of Intrado and Raindance.  Unlevered net income based on 35% tax rate.

(3) SOURCECORP unlevered net income based on 38% tax rate.

(4) Based on Management.

(5) Bowne Business Solutions revenue estimate of $230 million and EBITDA estimate of $16 million based on Bowne investor conference call October 8, 2004.

(6) Worldwide Asset Management revenue estimate of $100 million based on West press release dated July 22, 2004.

(7) AMS statistics exclude litigation settlement, asset impairment and restructuring charge (tax-effected at 38%). Unlevered net income based on 38% tax rate.

(8) Cabot Financial (Europe) revenue estimate of $62 million and net income estimate of $16 million based on Barclays Capital press release dated February 2, 2004 and 1.82 USD/GBP exchange rate.

($ in millions)

CONFIDENTIAL

TransWorks Information Services

Thomas H. Lee

Apollo Management

NCO Group

Affiliated Computer Services

Williams Lea

West Corp

CGI Group

Barclays Private Equity / Vision Capital

NCO Group

11

Terminal Value based on NTM EBITDA multiple

Discounted Cash Flow Analysis

($ in millions, except per share amounts)

Discount

Terminal Multiple of 2011E NTM EBITDA

Rate

5.0x

6.0x

7.0x

13.0%

$390

$390

$390

Present Value of Free Cash Flow

806

967

1,128

Present Value of Terminal Value

1,195

1,357

1,518

Enterprise Value

845

1,006

1,167

Implied Equity Value

$25.63

$30.12

$34.52

Equity Value Per Share

14.0%

$381

$381

$381

Present Value of Free Cash Flow

773

927

1,082

Present Value of Terminal Value

1,154

1,308

1,463

Enterprise Value

803

957

1,112

Implied Equity Value

$24.46

$28.77

$33.02

Equity Value Per Share

15.0%

$372

$372

$372

Present Value of Free Cash Flow

741

890

1,038

Present Value of Terminal Value

1,114

1,262

1,410

Enterprise Value

763

911

1,059

Implied Equity Value

$23.34

$27.48

$31.59

Equity Value Per Share

CONFIDENTIAL

12

Appendix

CONFIDENTIAL

13

North:  Summary of Analysts’ Estimates

Price

Revenue

EBITDA

Net Income

EPS

Report

Date

Target

CY2006

CY2007

CY2006

CY2007

CY2006

CY2007

CY2006

CY2007

Boenning & Scattergood

(1)

5/16/06

$26.00

$1,241.3

$1,326.0

$169.9

$193.0

$52.3

$70.0

$1.68

$1.94

CIBC

5/2/06

NA

1,237.7

1,293.8

169.0

183.6

55.0

61.4

1.65

1.85

First Analysis

5/24/06

25.00

1,273.6

1,309.6

172.0

189.9

51.3

65.6

1.52

1.96

JMP Securities

5/24/06

25.00

1,239.0

1,280.4

171.2

186.4

49.2

63.3

1.47

1.92

SunTrust

(1)

5/16/06

NA

1,269.9

NA

NA

NA

NA

NA

1.60

NA

North Management

(2)

$1,230.8

$1,336.4

$172.6

$203.3

$56.2

$77.4

$1.69

$2.25

Min

$25.00

$1,237.7

$1,280.4

$169.0

$183.6

$52.9

$65.6

$1.47

$1.85

Max

26.00

1,273.6

1,326.0

172.0

193.0

51.9

65.1

1.68

1.96

Mean

25.33

1,252.3

1,302.4

170.5

188.2

51.9

65.1

1.58

1.92

Median

25.00

1,241.3

1,301.7

170.5

188.2

51.8

64.5

1.60

1.93

IBES Consensus

NA

1,252.3

1,302.4

170.5

188.2

50.2

64.5

1.53

1.91

Source: Thomson and Factset, except as otherwise noted.

Note:  Fiscal year ends December 31.

(1)  EPS excluded from IBES consensus.

(2)  Source: Management.

($ in millions, except per share amounts)

CONFIDENTIAL

14

North:  Estimated vs. Actual Historical EPS

$0.41

$0.39

$0.47

$0.41

$0.32

$0.29

$0.11

$0.45

$0.42

$0.36

$0.39

$0.45

$0.24

$0.23

$0.00

$0.10

$0.20

$0.30

$0.40

$0.50

Sep-04A

Dec-04A

Mar-05A

Jun-05A

Sep-05A

Dec-05A

Mar-06A

Estimate

Actual

Source: Factset

CONFIDENTIAL

15

Operating Statistics of Selected Companies

($ millions, except per share amounts)

Y/Y Revenue Growth

Revenue

CY06/

CY07/

EBIT Margin

EBITDA Margin

Net Margin

COMPANY (FYE)

CY06

CY07

CY05

CY06

CY06

CY07

CY06

CY07

CY06

CY07

NORTH (MANAGEMENT) (Dec.)

$1,230.8

$1,336.4

16.7%

8.6%

9.8%

11.5%

14.0%

15.2%

4.6%

5.8%

Unaffected

1,230.8

1,336.4

16.7%

8.6%

9.8%

11.5%

14.0%

15.2%

4.6%

5.8%

NORTH (Street - current) (Dec.) (1)

1,252.3

1,302.4

18.7%

4.0%

NA  

NA  

13.6%

14.5%

4.1%

5.0%

Unaffected (1)

1,252.3

1,302.4

18.7%

4.0%

NA  

NA  

13.6%

14.5%

4.1%

5.0%

Outsourced CRM Services

CONVERGYS (Dec.)

$2,771.9

$3,021.4

7.4%

9.0%

9.6%

10.0%

14.9%

14.8%

6.4%

6.6%

SR TELEPERFORMANCE (Dec.)

1,801.8

1,928.0

20.6%

7.0%

9.5%

9.8%

13.5%

13.8%

5.3%

5.7%

TELETECH HOLDINGS (Dec.)

1,179.7

1,271.4

8.6%

7.8%

4.7%

6.1%

8.6%

9.5%

2.7%

3.6%

INTRUM JUSTITIA (Dec.)

404.3

420.5

6.2%

4.0%

19.2%

19.1%

22.1%

21.9%

13.1%

13.2%

SYKES ENTERPRISES (Dec.)

536.4

575.4

8.4%

7.3%

5.5%

6.9%

9.9%

10.6%

4.7%

5.6%

ICT GROUP (Dec.)

445.0

483.2

10.9%

8.6%

4.5%

5.4%

9.7%

10.4%

3.6%

4.4%

SITEL CORP (Dec.)

1,097.4

1,152.3

5.7%

5.0%

NA  

NA  

7.6%

8.6%

1.7%

2.6%

STARTEK INC (Dec.)

255.4

267.0

16.3%

4.5%

7.0%

8.6%

11.8%

13.9%

5.0%

5.9%

Median

8.5%

7.1%

7.0%

8.6%

10.9%

12.2%

4.9%

5.7%

Mean

10.5%

6.6%

8.6%

9.4%

12.3%

13.0%

5.3%

6.0%

Portfolio Purchasers

PORTFOLIO RECOVRY ASSOC (Dec.)

$190.1

$211.3

28.0%

11.1%

37.7%

39.5%

40.4%

42.1%

22.9%

24.1%

ASSET ACCEPTANCE CAPITL (Dec.)

280.6

315.2

11.1%

12.3%

30.4%

30.9%

31.7%

31.9%

19.3%

19.5%

ENCORE CAPITAL (Dec.)

247.6

259.5

11.6%

4.8%

31.2%

31.7%

32.9%

33.5%

12.8%

14.3%

Median

11.6%

11.1%

31.2%

31.7%

32.9%

33.5%

19.3%

19.5%

Mean

16.9%

9.4%

33.1%

34.0%

35.0%

35.8%

18.3%

19.3%

ITO / Horizontal BPO

EDS (Dec.)

$20,712.0

$21,322.0

4.8%

2.9%

4.7%

5.9%

12.5%

13.3%

2.8%

3.8%

CSC (Mar.) (2)

14,904.0

15,603.0

2.0%

4.7%

7.2%

7.9%

14.7%

15.1%

4.8%

5.2%

AFFILIATED COMP SVCS (Jun.)

5,545.9

6,069.6

12.4%

9.4%

12.6%

13.1%

18.3%

18.5%

7.1%

7.6%

HEWITT (Sep.) (3)

2,882.2

3,101.3

2.1%

7.6%

9.7%

10.4%

15.4%

15.9%

5.8%

6.1%

UNISYS (Dec.)

5,934.4

6,128.5

3.1%

3.3%

0.9%

5.0%

7.6%

11.9%

NM  

2.5%

Median

3.1%

4.7%

7.2%

7.9%

14.7%

15.1%

5.3%

5.2%

Mean

4.9%

5.6%

7.0%

8.4%

13.7%

15.0%

5.1%

5.0%

Overall Median

8.5%

7.1%

9.5%

9.8%

14.1%

14.4%

5.3%

5.8%

Overall Mean

9.9%

6.8%

13.0%

14.0%

17.0%

17.9%

7.9%

8.2%

Source:  Wall Street Research.

Note:  Convergys, CSC, EDS, Encore, Hewitt, Teletech and West estimates exclude stock-based compensation.  Teletech not pro forma for acquisition of Direct Alliance. SYKES not pro forma for acquisition of

Centro de Interaccion Multimedia. Intrum Justitia pro forma for dividend paid May 4, 2006.  EDS pro forma for acquisition of Mphasis on June 8, 2006.  ICT pro forma for equity offering on April 5, 2006. ACS

not pro forma for acquisition of Primax Recoveries.

(1)  Based on average of estimates from Boenning & Scattergood (5/16/06), CIBC (5/2/06), First Analysis (5/24/06), JMP Securities (5/24/06) and SunTrust (5/16/06).

CONFIDENTIAL

16

Premiums Paid

Premium to Announcement Date

1-Day Prior

1-Week Prior

All Cash US Transactions, $500MM - 2.0BN in value ('02-'06YTD) (104 deals)

Mean

22.9%

24.7%

All Cash Tech US Transactions, $500MM - 2.0BN in value ('02-'06YTD) (22 deals)

Mean

20.0%

22.3%

Source:  SDC.

($ in millions, except per share amounts)

CONFIDENTIAL

17

CONFIDENTIAL

CS does not provide any tax advice. Any tax statement herein regarding any US federal tax is not intended or written
to be used, and cannot be used, by any taxpayer for the purpose of avoiding any penalties. Any such statement
herein was written to support the marketing or promotion of the transaction(s) or matter(s) to which the statement
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18

EX-99

Prepared and filed by St Ives Financial

EX-99

Prepared and filed by St Ives Financial