8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 15, 2006

NCO Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania
(State or other jurisdiction of incorporation)
0-21639
(Commission File Number)
23-2858652
(IRS Employer Identification No.)

507 Prudential Road, Horsham, Pennsylvania
(Address of principal executive offices)
19044
(Zip Code)

Registrant’s telephone number, including area code (215) 441-3000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On November 15, 2006, NCO Group, Inc. (the “Company” or “NCO”) announced the completion of the acquisition of NCO by an entity controlled by One Equity Partners II, L.P., a private equity firm (“OEP”), and its affiliates with participation by Michael J. Barrist, Chairman, President and Chief Executive Officer of the Company, and certain other members of executive management pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 21, 2006, by and among NCO, Collect Holdings, Inc. (“Parent”) and Collect Acquisition Corp., a wholly owned subsidiary of Parent (“Acquisition”). To complete the acquisition, Acquisition was merged with and into the Company (the “Merger”), with the Company as the surviving corporation in the Merger and a wholly owned subsidiary of Parent.

The Merger was financed with:

• equity contributions from OEP and its affiliates and certain co-investors (including the following members of NCO’s executive management: Charles F. Burns, Stephen W. Elliott, Joshua Gindin, Steven L. Leckerman, John R. Schwab, Paul E. Weitzel, Jr., Steven L. Winokur and Albert Zezulinski) and the rollover of a portion of the NCO common stock held by Mr. Barrist and certain of his family members and trusts formed for his or their benefit (collectively, the “Investors”);

• a new $465.0 million senior secured term credit facility; and

• the private placement of $165.0 million aggregate principal amount of floating rate senior notes due 2013 and $200.0 million aggregate principal amount of 11-7/8 % senior subordinated notes due 2014.

Item 1.01. Entry into a Material Definitive Agreement

1. Senior Secured Credit Facilities

Generally

In connection with the Merger, on November 15, 2006, NCO entered into a senior secured credit agreement with NCO Financial Systems, Inc., Parent, the subsidiary guarantors party thereto, Morgan Stanley & Co. Incorporated, as collateral agent, Morgan Stanley Senior Funding, Inc., as administrative agent, and the other lenders party thereto (the “Credit Agreement”).

The Credit Agreement provides the Company with a $465.0 million term credit facility and a $100.0 million revolving credit facility (which includes a $20.0 million letter of credit sub-facility and a $20.0 million swingline loan sub-facility). The borrowers under the Credit Agreement are the Company and NCO Financial Systems, Inc. and, from time to time, the Company may, with the consent of the administrative agent (which consent is not to be unreasonably withheld), designate one or more guarantors that are U.S. persons to become additional co-borrowers under the revolving credit facility. The Credit Agreement also provides the Company with the ability to increase the term credit facility and the revolving credit facility in an aggregate amount not to exceed $100.0 million.

Use of Proceeds

The full amount of the term credit facility was available at the closing of the Merger and was used as one of the sources of funds to pay NCO’s shareholders cash consideration for their shares in the Merger, pay transaction fees and expenses and refinance certain indebtedness of the Company. The revolving credit facility will be available to provide working capital for the Company and its subsidiaries and for other general corporate purposes.

Maturity

The term credit facility will mature on May 15, 2013 and the revolving credit facility will expire on November 15, 2011.

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Interest Rates and Fees

Amounts borrowed by the Company under the Credit Agreement will, at the option of the Company, bear interest at the following rates: (a) a LIBOR-based rate, which is equal to (i) the London Interbank Offered Rate, or LIBOR, for the applicable interest period selected by the Company of 1, 2, 3 or 6 months or, if available, 9 or 12 months, plus (ii) an applicable margin of 3.00% for the first six months following the closing date of the Merger (the “Closing Date”) and thereafter, as determined by a pricing grid based on the Company’s ratio of total indebtedness to consolidated EBITDA; or (b) an alternate base rate, which will be (i) the sum of the higher of (x) the rate of interest published by The Wall Street Journal (or if such source is not available, a comparable source chosen by the administrative agent) from time to time as the prime commercial lending rate, and (y) the federal funds rate plus 0.50 percent; plus (ii) an applicable margin of 2.00% for the first six months following the Closing Date and thereafter, as determined by a pricing grid based on the Company’s ratio of total indebtedness to consolidated EBITDA. The Credit Agreement also provides that the Company must obtain interest rate protection for a period of three years in a notional amount not to be less than 50 percent of the aggregate principal amount of the term loan facility.

The Company will be required to pay a letter of credit fee on the aggregate outstanding amounts of letters of credit equal to the applicable margin attributable to the LIBOR-based interest rate described above plus 0.125 percent. The Company will also pay an annual commitment fee equal to 0.50 percent per annum on the undrawn portion of the revolving credit facility.

Prepayments

Under the Credit Agreement, the Company is required to prepay outstanding loans, subject to certain exceptions, with:

• the net cash proceeds from sales of property and assets of Parent and its subsidiaries (excluding, among other things, sales of purchased accounts receivable in the ordinary course of business);

• net cash proceeds of casualty insurance and condemnation payments;

• net cash proceeds from the incurrence of additional indebtedness;

• 50 percent of the net cash proceeds from issuances of equity of Parent and its subsidiaries (excluding, among other things, investments from certain stockholders of Parent and equity used for permitted acquisitions); and

• a portion of the excess cash flow of the Company and its subsidiaries (excluding, among other things, amounts expended for permitted acquisitions and permitted purchases of portfolio assets).

In addition, the Company may, upon prior notice, prepay borrowings under the Credit Agreement in full or in part without premium or penalty. Any prepayment with respect to a LIBOR-based loan must include reimbursement for any funding losses of the lenders resulting from the prepayment. The Company may also voluntarily reduce the unutilized portion of the commitments under the revolving credit facility without premium or penalty.

Amortization

The Company is required to make scheduled quarterly payments on the term credit facility equal to 0.25% of the initial aggregate principal amount of the term loans, with the balance due at maturity.

Certain Covenants and Events of Default

Under the Credit Agreement, the Company is required to comply, on a quarterly basis, with a maximum leverage ratio covenant and a minimum interest coverage ratio covenant. The Credit Agreement also contains various negative covenants, including limitations on: (a) indebtedness; (b) liens; (c) mergers and consolidations; (d) sales of assets; (e) capital expenditures; (f) dividends and distributions or repurchases of the Company’s equity securities; (g) investments, loans and advances; (h) payment of subordinated debt or the Senior Notes (as defined below in Section 2 of Item 1.01); (i) transactions with affiliates; (j) amendments to material agreements; and (k) changes in the nature of the Company’s business.

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The Credit Agreement includes certain customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under the Employee Retirement Income Security Act of 1974, material judgments, the invalidity of material provisions of the documentation with respect to the Credit Agreement, the failure of collateral under the security documents for the Credit Agreement, the failure of the obligations under the Credit Agreement to be senior debt under the subordination provisions of certain of the Company’s subordinated debt, and a change of control of the Company (as defined in the Credit Agreement). If an event of default occurs, the lenders under the Credit Agreement will be entitled to take certain actions, including the acceleration of all amounts due under the Credit Agreement and all actions permitted to be taken by a secured creditor.

Guarantees and Security

All obligations under the Credit Agreement are unconditionally guaranteed by Parent and certain of NCO’s direct and indirect wholly-owned domestic subsidiaries, subject to customary exceptions. In addition, pursuant to that certain Security Agreement, dated November 15, 2006 (the “Security Agreement”), by and among the Company, Parent, the subsidiary guarantors party thereto and Morgan Stanley & Co. Incorporated, as collateral agent, all of the obligations under the Credit Agreement are secured by a perfected first priority security lien and interest in, subject to certain exceptions:

• all shares of capital stock of or other ownership interest (including intercompany debt) in the Company and each present and future U.S. subsidiary of the Company and each subsidiary guarantor under the Credit Agreement (other than the ownership interest in any subsidiary engaged primarily in collecting, purchasing, managing, selling and disposing of delinquent receivables portfolios and any financing thereof and similar activities (“portfolio transactions”), if a pledge of the ownership interest in such subsidiary is expressly prohibited by the agreements governing such subsidiary, any member, partner or other participant in such subsidiary or any portfolio transaction in which such subsidiary is engaged (“excluded interests”));

• 65 percent of the shares of capital stock of or other ownership interest (including intercompany debt) in each present and future foreign subsidiary of the Company and each subsidiary guarantor under the Credit Agreement (other than any excluded interests); and

• all existing and future property and assets, real and personal, of the Company and each subsidiary guarantor under the Credit Agreement, and all proceeds and products of such property and assets (other than certain assets relating to portfolio transactions).

2. Senior Indenture and Senior Notes due 2013

General

On November 15, 2006, in connection with the Merger, the Company issued $165.0 million aggregate principal amount of floating rate senior notes that mature on November 15, 2013 (the “Senior Notes”). The Senior Notes were issued pursuant to an indenture dated November 15, 2006 (the “Senior Indenture”), by and among Acquisition, the guarantors named therein and The Bank of New York, as trustee (the “Trustee”), as supplemented by a supplemental indenture between the Company and the Trustee. The Senior Notes bear interest at a floating rate equal to LIBOR (as defined in the Senior Indenture) plus 4.875% per annum, payable quarterly in arrears on each of February 15, May 15, August 15 and November 15, beginning on February 15, 2007.

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Guarantees

The Senior Notes are guaranteed on a senior basis, jointly and severally, by each of the Company’s existing and future domestic restricted subsidiaries (other than certain non-guarantor subsidiaries which are also not required to be guarantors under the Credit Agreement).

Ranking

The Senior Notes are the Company’s unsecured senior obligations and rank equally in right of payment with all existing and future unsubordinated indebtedness of the Company; are senior in right of payment to all existing and future senior subordinated indebtedness (including with respect to the Senior Subordinated Notes referred to in Section 3 of this item 1.01) and all future subordinated indebtedness of the Company, if any; are effectively subordinated to all existing and future indebtedness of the Company’s subsidiaries that are not guarantors; are effectively subordinated to all secured indebtedness of the Company and the guarantors to the extent of the value of the assets securing such indebtedness; and are unconditionally guaranteed on a senior basis, jointly and severally, by the guarantors. Similarly, the Senior Note guarantees are the unsecured senior obligations of the guarantors and rank equally in right of payment with all existing and future unsubordinated indebtedness of the guarantors; rank senior in right of payment to all existing and future senior subordinated indebtedness (including with respect to the Senior Subordinated Notes referred to in Section 3 of this Item 1.01) and all future subordinated indebtedness of the guarantors, if any; and are effectively subordinated to all secured indebtedness of the guarantors to the extent of the value of the assets securing such indebtedness.

Optional Redemption

At any time prior to November 15, 2008, the Senior Notes may be redeemed or purchased, by or on behalf of the Company, in whole, or in part, at the Company’s option (a “Make-Whole Redemption”), at a price equal to 100% of the principal amount thereof plus the Applicable Premium (as defined in the Senior Indenture) as of, and accrued but unpaid interest, if any, to, the date of redemption or purchase pursuant to such Make-Whole Redemption (subject to the right of holders of record of Senior Notes on the relevant record date to receive interest due on the relevant interest payment date).

The Company may redeem the Senior Notes, in whole or in part, at any time on or after November 15, 2008. The redemption price for the Senior Notes (expressed as a percentage of principal amount) will be as follows, plus accrued and unpaid interest to the redemption date, if redeemed during the 12-month period commencing on November 15 of any year set forth below:

Year	Redemption Price Percentage
2008	102.000 %
2009	101.000 %
2010 and thereafter	100.000 %

In addition, at any time prior to November 15, 2008, the Company may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of the Senior Notes issued under the Senior Indenture with the Net Cash Proceeds (as defined in the Senior Indenture) of one or more sales of capital stock (other than Disqualified Stock (as defined in the Senior Indenture)) of any direct or indirect parent of the Company (to the extent such Net Cash Proceeds have been contributed to the equity capital of the Company, in amounts equal to the portion of the total redemption price paid by the Company) or of the Company at a redemption price (expressed as a percentage of principal amount) of 100% of their principal amount plus a premium equal to the interest rate per annum on the Senior Notes applicable on the date on which notice of redemption is given, plus accrued and unpaid interest to the redemption date; provided that at least 65% of the aggregate principal amount of the Senior Notes originally issued under the Senior Indenture remains outstanding after each such redemption and notice of any such redemption is mailed within 90 days of each such sale of capital stock.

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Change of Control

If the Company experiences a Change in Control (as defined in the Senior Indenture), the Company must offer to purchase the Senior Notes at a purchase price equal to 101% of their principal amount, plus accrued interest to the date of such repurchase.

Covenants

The Senior Indenture contains covenants limiting, among other things, the Company’s ability and the ability of the Company’s restricted subsidiaries to:

• incur additional indebtedness and issue certain preferred stock;

• pay certain dividends, acquire shares of capital stock, make payments on subordinated debt or make investments;

• place limitations on distributions from restricted subsidiaries;

• issue or sell capital stock of restricted subsidiaries;

• guarantee indebtedness;

• sell or exchange assets;

• enter into transactions with affiliates;

• create certain liens;

• engage in unrelated businesses; and

• consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries on a consolidated basis.

Events of Default

The Senior Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such Senior Notes to become or to be declared due and payable.

3. Senior Subordinated Indenture and Senior Subordinated Notes due 2014

General

On November 15, 2006, in connection with the Merger, the Company issued $200.0 million aggregate principal amount of 11.875% senior subordinated notes that mature on November 15, 2014 (the “Senior Subordinated Notes” and, together with the Senior Notes, the “Notes”). The Senior Subordinated Notes were issued pursuant to an indenture dated November 15, 2006 (the “Senior Subordinated Indenture”), by and among Acquisition, the guarantors named therein and The Bank of New York, as trustee (the “SSI Trustee”), as supplemented by a supplemental indenture between the Company and the SSI Trustee. Interest on the Senior Subordinated Notes is payable semi-annually in arrears on each May 15 and November 15, beginning on May 15, 2007.

Guarantees

The Senior Subordinated Notes are guaranteed on a senior subordinated basis, jointly and severally, by each of the Company’s existing and future domestic restricted subsidiaries (other than certain non-guarantor subsidiaries which are also not required to be guarantors under the Credit Agreement).

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Ranking

The Senior Subordinated Notes are the Company’s unsecured senior subordinated obligations and are subordinated in right of payment to all of the Company’s existing and future senior indebtedness of the Company (including the Senior Notes and borrowings under the Credit Agreement); are effectively subordinated in right of payment to all existing and future indebtedness of the Company’s subsidiaries that are not guarantors; rank equally in right of payment with the Company’s future senior subordinated indebtedness, if any; are senior in right of payment to the Company’s future subordinated indebtedness, if any, that expressly provides for its subordination to the Senior Subordinated Notes; and are unconditionally guaranteed on a senior subordinated basis, jointly and severally, by the guarantors. Similarly, the Senior Subordinated Note guarantees are the unsecured senior subordinated obligations of the guarantors and are subordinated in right of payment to all existing and future senior indebtedness of the guarantors, including the guarantees of the Senior Notes and any borrowings and guarantees by the guarantors of indebtedness under the Credit Agreement; rank equally in right of payment with future senior subordinated indebtedness of the guarantors, if any; and are senior in right of payment to future indebtedness, if any, of the guarantors that expressly provides for its subordination to the guarantors’ note guarantees.

Optional Redemption

At any time prior to November 15, 2010, the Senior Subordinated Notes may be redeemed or purchased, by or on behalf of the Company, in whole, or in part, at the Company’s option (a “SSN Make-Whole Redemption”), at a price equal to 100% of the principal amount thereof plus the Applicable Premium (as defined in the Senior Subordinated Indenture) as of, and accrued but unpaid interest, if any, to, the date of redemption or purchase pursuant to such SSN Make-Whole Redemption (subject to the right of holders of record of Senior Subordinated Notes on the relevant record date to receive interest due on the relevant interest payment date).

The Company may redeem the Senior Subordinated Notes, in whole or in part, at any time on or after November 15, 2010. The redemption price for the Senior Subordinated Notes (expressed as a percentage of principal amount) will be as follows, plus accrued and unpaid interest to the redemption date, if redeemed during the 12-month period commencing on November 15 of any year set forth below:

Year	Redemption Price Percentage
2010	105.938 %
2011	102.969 %
2012 and thereafter	100.000 %

In addition, at any time prior to November 15, 2009, the Company may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of the Senior Subordinated Notes issued under the Senior Subordinated Indenture with the Net Cash Proceeds (as defined in the Senior Subordinated Indenture) of one or more sales of capital stock (other than Disqualified Stock (as defined in the Senior Subordinated Indenture)) of any direct or indirect parent of the Company (to the extent such Net Cash Proceeds have been contributed to the equity capital of the Company, in amounts equal to the portion of the total redemption price paid by the Company) or of the Company at a redemption price (expressed as a percentage of principal amount) of 111.875% plus accrued and unpaid interest to the redemption date; provided that at least 65% of the aggregate principal amount of the Senior Subordinated Notes originally issued under the Senior Subordinated Indenture remains outstanding after each such redemption and notice of any such redemption is mailed within 90 days of each such sale of capital stock.

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Change of Control

If the Company experiences a Change in Control (as defined in the Senior Subordinated Indenture), the Company must offer to purchase the Senior Subordinated Notes at a purchase price equal to 101% of their principal amount, plus accrued interest to the date of such repurchase.

Covenants

The Senior Subordinated Indenture contains covenants limiting, among other things, the Company’s ability and the ability of the Company’s restricted subsidiaries to:

• incur additional indebtedness and issue certain preferred stock;

• pay certain dividends, acquire shares of capital stock, make payments on subordinated debt or make investments;

• place limitations on distributions from restricted subsidiaries;

• issue or sell capital stock of restricted subsidiaries;

• guarantee indebtedness,

• sell or exchange assets;

• enter into transactions with affiliates;

• create certain liens;

• engage in unrelated businesses; and

• consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries on a consolidated basis

Events of Default

The Senior Subordinated Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such Senior Subordinated Notes to become or to be declared due and payable.

4. Registration Rights Agreements

On November 15, 2006, the Company entered into registration rights agreements with respect to the Notes (collectively, the “Registration Rights Agreements”). Pursuant to the Registration Rights Agreements, the Company and the guarantors are obligated to use reasonable efforts to offer to exchange the Notes under the Securities Act for notes having substantially identical terms to the applicable series of Notes, or otherwise register the Notes for resale no later than 270 days after the closing of the offering of the Notes. If this requirement is not met, then the annual interest on the Notes will increase by (1) 0.25 percentage points over the rate then applicable for the first 90 days following the end of such period and (2) 0.25 percentage points at the beginning of each subsequent 90-day period up to a maximum of 1.0 percentage point. Once the exchange offer is consummated or a shelf registration statement is declared effective, the interest rate on the applicable series of Notes will revert to the original level. In addition, so long as J.P. Morgan Securities Inc. (“J.P. Morgan”), one of the placement agents for the Notes offering and an affiliate of OEP, proposes to make a market in the Notes as part of its business in the ordinary course, on or prior to the date of effectiveness of the exchange offer registration statement (or the effectiveness of any required shelf registration statement), the Company has agreed to file a market making registration statement and, subject to certain exceptions, keep the related prospectus current in order to enable J.P. Morgan to continue its market making activities with respect to the Notes.

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5. Stockholders’ Agreements

On November 15, 2006, the Investors and Parent entered into certain stockholders’ agreements, including a stockholders agreement and a registration rights agreement (collectively, the “Stockholders’ Agreements”). The Stockholders’ Agreements contain agreements among the parties with respect to delivery of periodic financial reports of Parent, confidentiality, the election of Parent’s and Company’s directors, restrictions on certain issuances and transfers of shares, including rights of first offer, participation rights, tag-along rights and drag-along rights, registration rights (including customary indemnification provisions) and limited call and put rights. Any additional person who acquires shares of capital stock of Parent will also become party to these agreements.

Item 1.02 Termination of a Material Definitive Agreement

1. Seventh Amended and Restated Credit Agreement

On November 15, 2006, in connection with the Merger, the Seventh Amended and Restated Credit Agreement, dated as of June 21, 2005, as amended, by and among NCO andNCO Financial Systems, Inc., as Borrowers, the Financial Institutions party thereto, as Lenders, Citizens Bank of Pennsylvania, as administrative agent and issuer, RBS Securities Corporation, as the lead arranger and sole book runner, National City Bank, as joint lead arranger and syndication agent, Bank of America, N.A. and Wachovia Bank, National Association, as documentation agents, and HSBC Bank USA, National Association, as co-agent (the “Citizens Credit Agreement”), was terminated. The Citizens Credit Agreement was a $300 million revolving credit facility. In addition, NCO had the option to increase its borrowing capacity to a maximum of $400 million, subject to obtaining commitments for such incremental capacity from existing or new lenders. The Citizens Credit Agreement had a maturity date of June 18, 2010. At November 15, 2006, there was an outstanding amount due under the Citizens Credit Agreement of approximately $231.1 million, which was paid in full in connection with the consummation of the Merger. Under the Citizens Credit Agreement, all borrowings bore interest at a rate equal to either, at the option of NCO, the prime rate or LIBOR plus a margin of 0.75 percent to 1.50 percent, which was determined quarterly based upon NCO’s consolidated funded debt to EBITDA ratio. NCO was charged a fee on the unused portion of the credit facility of 0.20 percent to 0.30 percent depending on NCO’s consolidated funded debt to EBITDA ratio. The Citizens Credit Agreement contained certain financial and other covenants such as maintaining net worth and funded debt to EBITDA requirements, and included restrictions on, among other things, acquisitions, the incurrence of additional debt, investments, disposition of assets and transactions with affiliates. Borrowings under the Citizens Credit Agreement were collateralized by substantially all of the assets of NCO, which security interest was terminated and released in connection with the termination of the Citizens Credit Agreement.

2. Amended and Restated 1995 Stock Option Plan and 2004 Equity Incentive Plan

Effective November 15, 2006, pursuant to the terms of the Merger Agreement, the Company terminated its Amended and Restated 1995 Stock Option Plan (the “1995 Plan”) and its 2004 Equity Incentive Plan (the “2004 Plan”).

All officers, directors, key employees, independent contractors and independent consultants of NCO or any of its current or future parents or subsidiaries were eligible to receive options under the 1995 Plan. As of December 31, 2005, the Company was not authorized to grant any additional options under the 1995 Plan.

The 2004 Plan permitted grants of incentive stock options, options not intended to qualify as incentive stock options, stock appreciation rights, restricted and unrestricted stock awards, restricted stock units, deferred stock units, performance awards, supplemental cash awards and combinations of the foregoing to all officers, directors, employees of NCO and all other persons who were in a position to make a significant contribution to the success of NCO.

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3. 1996 Stock Option Plan, 1996 Stock Option Plan for Non-Employee Directors and NCO Portfolio Management, Inc. 2000 Stock Option Plan

Effective November 15, 2006, pursuant to the terms of the Merger Agreement, the Company amended its 1996 Stock Option Plan (the “1996 Plan”), its 1996 Stock Option Plan for Non-Employee Directors (the “1996 Directors Plan”) and the NCO Portfolio Management, Inc. 2000 Stock Option Plan (the “NCO Portfolio Plan”) to (i) prohibit any additional option grants under the 1996 Plan, the 1996 Directors Plan and the NCO Portfolio Plan; and (ii) provide for the termination of each of the 1996 Plan, the 1996 Directors Plan and the NCO Portfolio Plan effective immediately upon the exercise, termination, cancellation or expiration of the last remaining outstanding option issued under each respective plan.

All officers, directors, key employees, independent contractors and independent consultants of NCO or any of its current or future parents or subsidiaries were eligible to receive options under the 1996 Plan. As of December 31, 2005, the Company was not authorized to grant any additional options under the 1996 Plan.

Options granted under the 1996 Directors Plan were not incentive stock options under Section 422 of the Code. In 2005, NCO exhausted the maximum number of shares available under the 1996 Directors Plan.

NCO assumed the NCO Portfolio Plan and the outstanding stock options thereunder in connection with the acquisition of NCO Portfolio in March 2004. NCO was not authorized to grant additional options under the NCO Portfolio Plan since the acquisition of NCO Portfolio Management, Inc. in March 2004.

4. RMH Teleservices, Inc., Amended and Restated 1996 Stock Incentive Plan, JDR Holdings, Inc. 1997 Stock Option Plan and Compass International Services Corporation Employee Incentive Compensation Plan

Effective November 15, 2006, pursuant to the terms of the Merger Agreement, the Company amended the RMH Teleservices, Inc., Amended and Restated 1996 Stock Incentive Plan (the “RMH Plan”), the JDR Holdings, Inc. 1997 Stock Option Plan (the “JDR Plan”) and the Compass International Services Corporation Employee Incentive Compensation Plan (the “Compass Plan”) to prohibit any additional option grants under the RMH Plan, the JDR Plan and the Compass Plan. The Company also amended the RMH Plan, the JDR Plan and the Compass Plan to provide for the termination of each of the RMH Plan, the JDR Plan and the Compass Plan effective immediately upon the earlier of (i) the exercise, termination, cancellation or expiration of the last remaining outstanding option issued under each respective plan; or (ii) the thirty-first day following the effective date of the Merger, November 15, 2006.

In connection with the acquisition of JDR Holdings, Inc. in March 1999, Compass International Services Corporation in August 1999, and RMH Teleservices, Inc. in April 2004, NCO assumed the JDR Plan, the Compass Plan, and the RMH Plan and outstanding stock options under those plans. NCO was not authorized to grant additional options under the JDR Plan, the Compass Plan, or the RMH Plan since each of the respective acquisitions.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Sections 1, 2 and 3 of Item 1.01 are incorporated by reference into this Item 2.03.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

The Company notified The Nasdaq Stock Market (“Nasdaq”) on November 15, 2006 that the Merger was completed. NCO requested that its common stock be suspended from the Nasdaq Global Select Market, effective at the close of market on November 15, 2006, and that Nasdaq file with the Securities and Exchange Commission an application on Form 25 to delist NCO’s common stock from the Nasdaq Global Select Market. Relying on Rule 12d2-2(a)(3) of the Exchange Act, Nasdaq filed such Form 25 on November 15, 2006.

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Item3.03. Material Modification to Rights of Security Holders

On November 15, 2006, pursuant to the terms of the Merger Agreement, each share of NCO common stock (other than certain shares held by Mr. Barrist and certain of his family members and trusts formed for his or their benefit which were contributed to Parent in exchange for equity securities of Parent) issued and outstanding immediately prior to the effective time of the Merger was canceled and automatically converted into the right to receive $27.50 per share in cash, without interest.

Item5.01. Changes in Control of Registrant

On November 15, 2006, pursuant to the terms of the Merger Agreement, the Company consummated the Merger. The Company was the surviving corporation in the Merger. As a result of the Merger, the Company is a wholly owned subsidiary of Parent. As of the closing of the Merger, OEP and its affiliates owned approximately 83.06 percent of the outstanding voting stock of Parent, Mr. Barrist and his family members and trusts formed for his or their benefit owned approximately 5.05 percent of the outstanding voting stock of Parent, Messrs. Burns, Elliott, Gindin, Leckerman, Schwab, Weitzel, Winokur and Zezulinski collectively owned approximately 0.53 percent of the outstanding voting stock of Parent and the balance of the outstanding voting stock of Parent was owned by the other Investors.

The aggregate consideration paid in connection with the Merger was approximately $1.2 billion, including the payoff of existing debt and the payment of fees and expenses related to the Merger. The aggregate consideration was funded by the new senior secured term credit facility and private offerings of the Notes described in Item 1.01 above, as well as by equity financing from the Investors.

Pursuant to the Stockholders’Agreements described above in Section 5 of Item 1.01, subject to certain exceptions, OEP has the right to designate five of Parent’s and Company’s directors, two of which shall be independent directors that are reasonably satisfactory to Mr. Barrist, and, subject to certain exceptions, Mr. Barrist has the right to be chairman of the Parent’s and Company’s boards of directors and to designate one independent director that is reasonably satisfactory to OEP.

A copy of the press release issued by the Company on November 15, 2006 announcing the consummation of the Merger is attached as an exhibit hereto and is incorporated herein by reference.

Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

1. Directors

Upon consummation of the Merger on November 15, 2006, pursuant to the Merger Agreement, the following individuals ceased to be members of the board of directors of the Company: William C. Dunkelberg, Ronald J. Naples, Leo J. Pound, Eric S. Siegel and Allen F. Wise. On November 15, 2006, pursuant to the terms of the Merger Agreement, Mr. Barrist, James S. Rubin, Daniel J. Selmonosky and Tarek N. Shoeb, the four directors of Acquisition immediately prior to the effective time of the Merger, became the directors of the Company immediately upon consummation of the Merger: Messrs. Rubin, Selmonosky and Shoeb are each a managing director of OEP Holding Corporation.

As a result of their respective positions with OEP Holding Corporation, the ultimate general partner of OEP, one or more of Mr. Rubin, Mr. Selmonosky and Mr. Shoeb may be deemed to have an indirect material interest in (i) management fees payable to OEP by Parent for management services to Parent and its subsidiaries, including the Company and (ii) acquisition fees paid to OEP at the closing of the Merger in connection with services provided to Parent and Acquisition in connection with the Merger. In addition, the information regarding Mr. Barrist and his family members contained in the following sections of NCO’s proxy statement filed with the Securities and Exchange Commission on October 20, 2006 is incorporated herein by reference: “Past Contacts, Transactions, Negotiations and Agreements – Use of Airplane” and “Past Contacts, Transactions, Negotiations and Agreements – Employment of Related Parties.”

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Pursuant to the Stockholders’ Agreements described above in Section 5 of Item 1.01, subject to certain exceptions, OEP has the right to designate five of the Company’s directors, two of which shall be independent directors that are reasonably satisfactory to Mr. Barrist, and, subject to certain exceptions, Mr. Barrist has the right to be chairman of the Company’s board of directors and to designate one independent director that is reasonably satisfactory to OEP.

2. Employment Agreements

As of November 15, 2006, the Company entered into definitive employment agreements with each of Michael J. Barrist, Charles F. Burns, Stephen W. Elliott, Joshua Gindin, Steven L. Leckerman, John R. Schwab, Paul E. Weitzel, Jr., Steven L. Winokur and Albert Zezulinski. Messrs. Burns, Elliott, Gindin, Leckerman, Schwab, Weitzel, Winokur and Zezulinski are collectively referred to as the “tier 1 employees.”

The terms of Mr. Barrist’s employment agreement include:

• Mr. Barrist will retain the same position as that held with NCO prior to the Merger;

• The initial term of Mr. Barrist’s employment agreement is five years, may be extended thereafter and is subject to early termination;

• Mr. Barrist will receive the same base salary as that payable by NCO prior to the Merger, to be adjusted upward, at a minimum, annually in accordance with the Consumer Price Index in effect for such year and employee benefits similar with those provided prior to the Merger; 

• Mr. Barrist will have the opportunity to earn an annual cash bonus equal to 100 percent of his base salary (the top percentage of base salary that Mr. Barrist can earn as an annual bonus is referred to as Mr. Barrist’s “target bonus”), based upon the achievement by the Company of its annual operating plan for the immediately preceding year as presented to the Company’s board of directors by the Company’s chief executive officer and approved by the Company’s board of directors;

• Mr. Barrist will be entitled to receive a $3.4 million cash bonus for certain transition services, referred to as a transition bonus, to be performed by Mr. Barrist during the 12-month period following the closing of the Merger;

• Mr. Barrist will receive a car allowance of $2,500 per month, an aggregate of 150 hours per year (for both business and personal use) on an airplane that is partly owned by NCO and will continue to receive other perquisites consistent with those provided to Mr. Barrist by NCO prior to the Merger;

• Upon a termination of employment by reason of death, disability, without “cause” or a resignation for “good reason,” Mr. Barrist will receive his accrued but unpaid base salary and target bonus, continue to receive base salary, target bonuses and benefits for the greater of (i) one year or (ii) the remainder of the initial term of his employment agreement and, within 10 days of termination, will receive a lump sum payment of any and all unpaid installments of Mr. Barrist’s transition bonus;

• Upon a termination of employment for “cause” or a resignation without “good reason,” Mr. Barrist will receive his accrued but unpaid base salary and annual bonus and, within 10 days of termination, will receive a lump sum payment of any and all unpaid installments of Mr. Barrist’s transition bonus;

• Mr. Barrist is subject to non-compete, non-solicitation and non-interference covenants during his employment and ending on the later of (i) the last day he receives severance pay under his employment agreement or (ii) two years after termination of employment;

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• During and after Mr. Barrist’s employment with NCO, Mr. Barrist is subject to a confidentiality covenant; and

• Mr. Barrist will be entitled, under certain circumstances, to receive reimbursement from NCO for taxes, if any, imposed on Mr. Barrist under Section 4999 of the Code and/or under Section 409A of the Code.

The terms of each tier 1 employee’s employment agreement include:

• Each tier 1 employee will retain the same position as that held with NCO prior to the Merger;

• The initial term of each tier 1 employee’s employment agreement is five years, each may be extended thereafter and each is subject to early termination;

• Each tier 1 employee will receive a base salary similar to that payable by the Company prior to the Merger, to be adjusted upward, at a minimum, annually in accordance with the Consumer Price Index in effect for such year and employee benefits and perquisites similar with those provided prior to the Merger;

• Each tier 1 employee will have the opportunity to earn an annual bonus based upon a percentage of that executive’s base salary, ranging from 75 percent to 100 percent depending on such executive’s position (the top percentage of base salary that each executive can earn as an annual bonus is referred to as such executive’s “target bonus”), based upon the achievement by the Company of its annual operating plan for the immediately preceding year as presented to the Company’s board of directors by the Company’s chief executive officer and approved by the Company’s board of directors;

• Each tier 1 employee will be entitled to receive a pre-determined cash bonus, ranging from $415,000 to $1.45 million, for certain transition services, referred to as a transition bonus, to be performed by such executive during the 12-month period following the closing of the Merger;

• Upon a termination of employment during the five year period commencing November 15, 2006 by reason of death, disability, without “cause” or a resignation for “good reason,” each tier 1 employee will receive his accrued but unpaid base salary and annual bonus, will continue to receive base salary, target bonuses and benefits for two years following termination and, within 10 days of termination, will receive a lump sum payment of the unpaid balance of a certain portion of such executive’s transition bonus;

• Upon a termination of employment after the five year period commencing November 15, 2006 by reason of death, disability, without “cause” or a resignation for “good reason,” each tier 1 employee will receive his accrued but unpaid base salary and annual bonus, will continue to receive his base salary, target bonus and benefits for one year following termination and, within 10 days of termination, will receive a lump sum payment of any and all unpaid installments of such executive’s transition bonus;

• Upon a termination of employment for “cause” or a resignation without “good reason,” each tier 1 employee will receive his accrued but unpaid base salary and annual bonus and, within 10 days of termination, will receive a lump sum payment of a portion of such executive’s transition bonus;

• Each tier 1 employee is subject to non-compete and non-solicitation covenants during his employment and for (i) two years after termination of employment if his employment is terminated during the five year period commencing November 15, 2006 or (ii) one year after termination of employment if his employment is terminated after the five year period commencing November 15, 2006;

• Each tier 1 employee is subject to a non-interference covenant during his employment and for (i) three years after termination of employment if his employment is terminated during the five year period commencing November 15, 2006 or (ii) two years after termination of employment if his employment is terminated after the five year period commencing November 15, 2006;

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• During and after each tier 1 employee’s employment with NCO, such executive is subject to a confidentiality covenant; and

• Each tier 1 employee will be entitled, under certain circumstances, to receive reimbursement from NCO for taxes, if any, imposed on the executive under Section 4999 of the Code and/or under Section 409A of the Code.

3. Collect Holdings, Inc. Restricted Share Plan

On November 15, 2006, Parent adopted the Collect Holdings, Inc. Restricted Share Plan (the “Restricted Share Plan”) and authorized grants of restricted shares of Parent to management of the Company. The Restricted Share Plan is administered by the Board of Directors of Parent, which approves the grants to employees recommended by the Company’s chief executive officer. The total number of restricted shares authorized under the Restricted Share Plan is 220,055.559722 restricted shares of Parent. Shares of restricted stock granted under the Restricted Share Plan vest in 25 percent increments over a period of 4 years, provided that the recipient remains employed by the Company. Each share of restricted stock is subject to the transfer restrictions, repurchase rights and other restrictions pursuant to the terms of the Stockholders’ Agreements described above in Section 5 of Item 1.01.  On November 17, 2006, an aggregate of 164,491.5309 restricted shares of class A common stock of Parent were awarded under the Restricted Share Plan to tier 1 employees.

Item5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the terms of the Merger Agreement, effective immediately upon consummation of the Merger on November 15, 2006, the articles of incorporation of Acquisition as in effect immediately prior to the Merger became the amended and restated articles of incorporation of NCO, the surviving corporation. A copy of the amended and restated articles of incorporation of NCO is attached as an exhibit hereto and is incorporated herein by reference.

On November 15, 2006, following consummation of the Merger, the by-laws of NCO were amended and restated. A copy of the amended and restated by-laws of NCO is attached as an exhibit hereto and is incorporated herein by reference.

Item8.01. Other Events

On November 15, 2006, the Company issued a press release announcing the consummation of the Merger, which press release is filed as an exhibit hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

No.	Description
3.1	Amended and Restated Articles of Incorporation of NCO Group, Inc.
3.2	Amended and Restated Bylaws of NCO Group, Inc.
99.1	Press Release dated November 15, 2006.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NCO GROUP, INC.
Date: November 21, 2006	By:	/s/ John R. Schwab
	Name:	John R. Schwab
	Title:	Executive Vice President, Finance and Chief Financial Officer

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EXHIBIT INDEX

No.	Description
3.1	Amended and Restated Articles of Incorporation of NCO Group, Inc.
3.2	Amended and Restated Bylaws of NCO Group, Inc.
99.1	Press Release dated November 15, 2006.

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EX-3.1

Exhibit 3.1

Effective upon and as part of the merger, the articles of incorporation of the Company (“Company Articles”) shall be amended in its entirety to be the same as set forth below and, as so amended, shall be the articles of incorporation of the Surviving Corporation following the merger until thereafter amended in accordance with its terms and the PBCL.

NCO GROUP, INC.

Amended and Restated

Articles of Incorporation

The Articles of Incorporation of NCO Group, Inc. are hereby amended and restated in their entirety to read as follows:

Article 1. Name. The name of the corporation is NCO Group, Inc. (the “Corporation”).

Article 2. Registered Office. The location and address of the registered office of the corporation in this Commonwealth is:

570 Prudential Road

Horsham, PA 19044

Montgomery County

Article 3. The corporation is incorporated under the provisions of the Business Corporation Law of 1988.

Article 4. Aggregate Number of Shares Authorized.

The aggregate number of shares which the Corporation is authorized to issue is thirty-six million, five hundred thousand (36,500,000) shares, divided into two (2) classes consisting of five hundred thousand (500,000) shares of Preferred Stock, without par value (“Preferred Stock”); and thirty-six million (36,000,000) shares of Common Stock, without par value (“Common Stock”).

The following is a statement of the designations, preferences, qualifications, limitations, restrictions and the special or relative rights granted to or imposed upon the shares of each such class.

A. PREFERRED STOCK

1. Issue in Series. Preferred Stock may be issued from time to time in one or more series, each such series to have the terms stated in these Articles of Incorporation and/or the resolution of the Board of Directors of the Corporation providing for its issue. All shares of any one series of Preferred Stock will be identical, but shares of different series of Preferred Stock need not be identical or rank equally except insofar as provided by law or in these Articles of Incorporation.

2. Creation of Series. The Board of Directors will have authority by resolution to cause to be created one or more series of Preferred Stock (in addition to the Series A Cumulative Compounding Preferred Stock whose terms are set forth in paragraph (B) below), and to determine and fix with respect to each such series prior to the issuance of any shares of the series to which such resolution relates:

a. The distinctive designation of the series and the number of shares which will constitute the series, which number may be increased or decreased (but not below the number of shares then outstanding) from time to time by action of the Board of Directors;

b. The dividend rate and the times of payment of dividends on the shares of the series, whether dividends will be cumulative, and if so, from what date or dates;

c. The price or prices at which, and the terms and conditions on which, the shares of the series may be redeemed at the option of the Corporation;

d. Whether or not the shares of the series will be entitled to the benefit of a retirement or sinking fund to be applied to the purchase or redemption of such shares and, if so entitled, the amount of such fund and the terms and provisions relative to the operation thereof;

e. Whether or not the shares of the series will be convertible into, or exchangeable for, any other shares of stock of the Corporation or other securities, and if so convertible or exchangeable, the conversion price or prices, or the rates of exchange, and any adjustments thereof, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;

f. The rights of the shares of the series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation;

g. Whether or not the shares of the series will have priority over or be on a parity with or be junior to the shares of any other series or class in any respect or will be entitled to the benefit of limitations restricting the issuance of shares of any other series or class having priority over or being on a parity with or being junior to the shares of such series in any respect, or restricting the payment of dividends on or the making of other distributions in respect of shares of any other series or class ranking on a parity with or junior to the shares of the series as to dividends or assets, or restricting the purchase or redemption of the shares of any such parity or junior series or class, and the terms of any such restriction;

h. Whether the series will have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights; and

i. Any other preferences, qualifications, privileges, options and other relative or special rights and limitations of that series.

3. Dividends. Holders of Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, out of funds legally available for the payment thereof, dividends at the rates fixed in these Articles of Incorporation or by the Board of Directors for the respective series, and no more, before any dividends shall be declared and paid, or set apart for payment, on Common Stock with respect to the same dividend period.

4. Preference on Liquidation. In the event of the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, holders of each series of Preferred Stock will be entitled to receive the amount fixed for such series plus, in the case of any series on which dividends will have been determined in these Articles of Incorporation or by the Board of Directors to be cumulative, an amount equal to all dividends accumulated and unpaid thereon to the date of final distribution whether or not earned or declared before any distribution shall be paid, or set aside for payment, to holders of Common Stock. If the assets of the Corporation are not sufficient to pay such amounts in full, holders of all shares of Preferred Stock will participate in the distribution of assets ratably in proportion to the full amounts to which they are entitled or in such order or priority, if any, as will have been set forth in these Articles of Incorporation or in the resolution or resolutions of the Board of Directors providing for the creation of the series of Preferred Stock. Neither the merger nor consolidation of the Corporation into or with any other corporation, nor a sale, transfer or lease of all or part of its assets, will be deemed a liquidation, dissolution or winding up of the Corporation within the meaning of this paragraph except to the extent specifically provided for in these Articles of Incorporation or in the resolution or resolutions of the Board of Directors fixing the terms of such series of Preferred Stock.

5. Redemption. The Corporation, at the option of the Board of Directors, may redeem all or part of the shares of any series of Preferred Stock on the terms and conditions fixed for such series.

6. Voting Rights. Except as otherwise required by law or as otherwise provided in these Articles of Incorporation or in the resolution or resolutions of the Board of Directors fixing the terms of such series of Preferred Stock, the holders of Preferred Stock shall have no voting rights and shall not be entitled to any notice of meeting of stockholders.

B. SERIES A CUMULATIVE COMPOUNDING PREFERRED STOCK

1. Designation of First Series of Preferred Stock. The first series of Preferred Stock shall be Series A Cumulative Compounding Preferred Stock (“Series A Preferred Stock”), and the number of shares which shall constitute such series shall be three hundred seventy thousand (370,000). The Series A Preferred Stock shall be without par value.

2. Rank. With respect to dividend rights and rights on liquidation, winding up and dissolution of the Corporation, Series A Preferred Stock shall rank (i) senior to (1) the Common Stock of the Corporation, and (2) each other class of capital stock or class or series of Preferred Stock issued by the Corporation after the date hereof the terms of which specifically provide that such class or series shall rank junior to Series A Preferred Stock as to dividend distributions or distributions upon the liquidation, winding up and dissolution of the Corporation (each of the securities in clauses (1) and (2) collectively referred to as “Series A Junior Securities”), (ii) on a parity with each other class of capital stock or class or series of Preferred Stock issued by the Corporation after the date hereof the terms of which do not specifically provide that such class or series shall rank junior to Series A Preferred Stock or senior to Series A Preferred Stock as to dividend distributions or distributions upon liquidation, winding up and dissolution of the Corporation (collectively referred to as “Series A Parity Securities”), and (iii) junior to each other class of capital stock or other class or series of Preferred Stock issued by the Corporation after the date hereof the terms of which specifically provide that such class or series shall rank senior to Series A Preferred Stock as to dividend distributions or distributions upon the liquidation, winding up and dissolution of the Corporation (collectively referred to as “Series A Senior Securities”).

3. Dividends.

a. Each Holder (as defined in subparagraph (11) of this paragraph (B)) of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available therefor, cash dividends on each share of Series A Preferred Stock at a rate per annum equal to 12% of the Liquidation Preference (as defined in subparagraph (11) of this paragraph (B)). All dividends shall be cumulative, whether or not earned or declared, and shall accrue on a share of Series A Preferred Stock on a daily basis from the date of issuance of such share, and shall be payable annually in arrears on each Dividend Payment Date (as defined in subparagraph (11) of this paragraph (B)), commencing on the first Dividend Payment Date after the date of issuance of such share. Each dividend on Series A Preferred Stock shall be payable to the Holders of record of Series A Preferred Stock as they appear on the stock register of the Corporation on such record date as may be fixed by the Board of Directors, which record date shall not be less than 10 nor more than 60 days prior to the applicable Dividend Payment Date. Dividends shall cease to accrue in respect of shares of Series A Preferred Stock on the date of their repurchase by the Corporation unless the Corporation shall have failed to pay the relevant repurchase price on the date fixed for repurchase. Notwithstanding anything to the contrary set forth above, unless and until such dividends are declared by the Board of Directors, there shall be no obligation to pay such dividends in cash; provided, however, that such dividends shall continue to cumulate and shall be paid at the time of repurchase or redemption as provided herein if not earlier declared and paid.

b. All dividends paid with respect to shares of Series A Preferred Stock pursuant to paragraph (B)(3)(a) shall be paid pro rata to the Holders entitled thereto.

c. Dividends on account of arrears for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holders of record on any date as may be fixed by the Board of Directors, which date is not more than 30 days prior to the payment of such dividends.

d. No full dividends shall be declared by the Board of Directors or paid or funds set apart for the payment of dividends or other distributions on any Series A Parity Securities for any period, nor may funds be set apart for such payment, unless (1) full Accumulated Dividends have been paid or set apart for such payment on the Series A Preferred Stock and Series A Parity Securities for all Dividend Periods (and dividend periods for Series A Parity Securities) terminating on or prior to the date of payment of such full dividends or distributions on such Series A Parity Securities (the “Series A Parity Payment Date”) and (2) an amount equal to a prorated dividend on the Series A Preferred Stock and Series A Parity Securities at the customary dividend rates for such securities for the period from, in the case of Series A Preferred Stock, the Dividend Payment Date and, in the case of Series A Parity Securities, the dividend payment date immediately prior to the Series A Parity Payment Date to the Series A Parity Payment Date, have been paid or set apart for payment. In the event that such dividends are not paid in full or set apart for payment with respect to all outstanding shares of Series A Preferred Stock and of any Series A Parity Securities and funds available for payment of dividends shall be insufficient to permit payment in full to the holders of all such stock or securities of the full preferential amounts to which they are then entitled, then the entire amount available for payment of dividends shall be distributed ratably among all such holders of Series A Preferred Stock and of any Series A Parity Securities in proportion to the full amount to which they would otherwise be respectively entitled.

e. The Holders shall be entitled to receive the dividends provided for in paragraph (B)(3)(a) hereof in preference to and in priority over any dividends or distributions upon any of the Series A Junior Securities. Such dividends on the Series A Preferred Stock shall be cumulative, whether or not earned or declared, so that if at any time full Accumulated Dividends on all shares of Series A Preferred Stock then outstanding have not been paid for all Dividend Periods then elapsed and a prorated dividend on the Series A Preferred Stock at the rate aforesaid from the Dividend Payment Date immediately preceding the Series A Junior Payment Date (as defined below) to the Series A Junior Payment Date have not been paid or set aside for payment, the amount of such unpaid dividends shall be paid before any sum shall be set aside for or applied by the Corporation to the purchase, redemption or other acquisition for value of any Series A Junior Securities (either pursuant to any applicable sinking fund requirement or otherwise) or any dividend or other distribution shall be paid or declared and set apart for payment on any Series A Junior Securities (the date of any such actions to be referred to as the “Series A Junior Payment Date”); provided, however, that the foregoing shall not (1) prohibit the Corporation from repurchasing Series A Junior Securities, or options, warrants or other rights to purchase such Series A Junior Securities, from a holder who is, or was, a director or employee of the Corporation (or a direct or indirect subsidiary of the Corporation) or (2) prohibit the Corporation from making dividends, other distributions, redemptions, repurchases or acquisitions in respect of Series A Junior Securities payable in Series A Junior Securities and cash in lieu of fractional Series A Junior Securities.

f. No payment in cash or otherwise on account of the purchase, redemption, retirement or other acquisition of Series A Parity Securities shall be made, and no sum shall be set aside for or applied by the Corporation to any Series A Parity Securities (either pursuant to any applicable sinking fund requirement or otherwise) at any time any shares of Series A Preferred Stock are outstanding unless, prior to such payment or setting aside or applying such sum to the purchase, redemption, retirement or other acquisition of any Series A Parity Securities, all shares of Series A Preferred Stock shall have been purchased or otherwise acquired by the Corporation for value (and the purchase price therefor has been paid in cash); provided, however, that the foregoing shall not (1) prohibit the Corporation from repurchasing Series A Parity Securities, or options, warrants or other rights to purchase such Series A Parity Securities, from a holder who is, or was, a director or employee of the Corporation (or a direct or indirect subsidiary of the Corporation) or (2) prohibit the Corporation from making any purchase, redemption, retirement or other acquisition of Series A Parity Securities payable in Series A Parity Securities and cash in lieu of fractional Series A Parity Securities.

g. No payment in cash or otherwise on account of the purchase, redemption, retirement or other acquisition of Series A Junior Securities shall be made, and no sum shall be set aside for or applied by the Corporation to any Series A Junior Securities (either pursuant to any applicable sinking fund requirement or otherwise) at any time any shares of Series A Preferred Stock are outstanding unless, prior to such payment or setting aside or applying such sum to the purchase, redemption, retirement or other acquisition of any Series A Junior Securities, all shares of Series A Preferred Stock shall have been purchased or otherwise acquired by the Corporation for value (and the purchase price therefor has been paid or set aside for payment); provided, however , that the foregoing shall not (1) prohibit the Corporation from repurchasing Series A Junior Securities, or options, warrants or other rights to purchase such Series A Junior Securities from a holder who is, or was, a director or employee of the Corporation (or a direct or indirect subsidiary of the Corporation) or (2) prohibit the Corporation from making any purchase, redemption, retirement or other acquisition of Series A Junior Securities payable in Series A Junior Securities and cash in lieu of fractional Series A Junior Securities.

h. Dividends payable on Series A Preferred Stock for any period less than one year shall be computed on the basis of a 365-day year (or in the case of a leap year, on the basis of a 366-day year) and the actual number of days elapsed in the period for which such dividends are payable.

4. Liquidation Preference.

a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the Holders of all shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to the Liquidation Preference per share, plus an amount equal to a prorated dividend from the last Dividend Payment Date to the date fixed for liquidation, dissolution or winding up, before any distribution is made on any Series A Junior Securities. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the application of all amounts available for payments with respect to Series A Preferred Stock and all other Series A Parity Securities would not result in payment in full of Series A Preferred Stock and such other Series A Parity Securities, the Holders of Series A Preferred Stock and holders of Series A Parity Securities shall share equally and ratably in any distribution of assets of the Corporation in proportion to the full liquidation preference to which each is entitled. After payment in full pursuant to this paragraph (B)(4)(a), the Holders of Series A Preferred Stock shall not be entitled to any further participation in any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation on account of shares of Series A Preferred Stock.

b. For the purposes of this paragraph (B)(4), neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor the consolidation, merger or other business combination of the Corporation with one or more corporations shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Corporation, unless such sale, conveyance, exchange or transfer is in connection with a dissolution or winding up of the business of the Corporation; provided, however, that any consolidation or merger of the Corporation in which the Corporation is not the surviving entity shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this paragraph (B)(4) if, (1) in connection therewith, the holders of Common Stock of the Corporation receive as consideration, whether in whole or in part, for such Common Stock (A) cash, (B) notes, debentures or other evidences of indebtedness or obligations to pay cash or (C) preferred stock of the surviving entity (whether or not the surviving entity is the Corporation) which ranks on a parity with or senior to the preferred stock received by Holders of Series A Preferred Stock with respect to liquidation or dividends or (2) the Holders of Series A Preferred Stock do not receive preferred stock of the surviving entity with rights, powers and preferences equal to (or more favorable to the holders than) the rights, powers and preferences of the Series A Preferred Stock.

5. Redemption.

a. Optional Redemption.

(1) Subject to the rights of any Series A Senior Securities and Series A Parity Securities, the Corporation may, at its option, redeem at any time or from time to time, from any source of funds legally available therefor, in whole or in part, in the manner provided in paragraph (B)(5)(b) hereof, any or all of the shares of Series A Preferred Stock, at a redemption price per share of the effective Liquidation Preference per share, plus an amount equal to a prorated dividend for the period from the Dividend Payment Date immediately prior to the Redemption Date to the Redemption Date.

(2) No partial redemption of Series A Preferred Stock pursuant to this paragraph (B)(5)(a) may be authorized or made unless prior thereto, full accrued and unpaid dividends thereon for all Dividend Periods terminating on or prior to the Redemption Date and an amount equal to a prorated dividend thereon for the period from the Dividend Payment Date immediately prior to the Redemption Date to the Redemption Date have been or immediately prior to the Redemption Notice are declared and paid in cash or are declared and there has been a sum set apart sufficient for such cash payment on the Redemption Date.

(3) In the event of a redemption pursuant to this paragraph (B)(5)(a) of only a portion of the then outstanding shares of Series A Preferred Stock, the Corporation shall effect such redemption pro rata according to the number of shares held by each Holder of Series A Preferred Stock; provided, however, that nothing in this paragraph (B)(5)(a) shall prohibit the Corporation from repurchasing shares of Series A Preferred Stock from a Holder who is, or was, an employee of the Corporation (or a subsidiary of the Corporation) (and from effecting such redemption only with such Holder) so long as the Corporation has obtained the prior written consent or agreement of such Holder.

b. Procedures for Redemption.

(1) At least 30 days and not more than 60 days prior to the date fixed for any redemption of Series A Preferred Stock, written notice (the “Redemption Notice”) shall be given by first class mail, postage prepaid, to each Holder of record of Series A Preferred Stock on the record date fixed for such redemption of Series A Preferred Stock at such Holder’s address as set forth on the stock register of the Corporation on such record date; provided that no failure to give such notice nor any deficiency therein shall affect the validity of the procedure for the redemption of any shares of Series A Preferred Stock to be redeemed except as to the Holder or Holders to whom the Corporation has failed to give said notice or except as to the Holder or Holders whose notice was defective. In addition to any information required by law or by the applicable rules of any exchange upon which shares of Series A Preferred Stock may be listed or admitted to trading, the Redemption Notice shall state:

(a) the redemption price;

(b) whether all or less than all of the outstanding shares of Series A Preferred Stock redeemable thereunder are to be redeemed and the aggregate number of shares of Series A Preferred Stock being redeemed;

(c) the number of shares of Series A Preferred Stock held, as of the appropriate record date, by the Holder that the Corporation intends to redeem;

(d) the Redemption Date;

(e) that the Holder is to surrender to the Corporation, at the place or places where certificates for shares of Series A Preferred Stock are to be surrendered for redemption, in the manner and at the price designated, his, her or its certificate or certificates representing the shares of Series A Preferred Stock to be redeemed; and

(f) that dividends on the shares of Series A Preferred Stock to be redeemed shall cease to accumulate on such Redemption Date unless the Corporation defaults in the payment of the redemption price.

Upon the mailing of any such Redemption Notice, the Corporation shall become obligated to redeem, on the Redemption Date specified therein, all shares of Series A Preferred Stock called for redemption.

(2) Each Holder shall surrender the certificate or certificates representing such shares of Series A Preferred Stock being so redeemed to the Corporation, duly endorsed, in the manner and at the place designated in the Redemption Notice, and on the Redemption Date the full redemption price for such shares shall be payable in cash to the Person whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be canceled and retired. In the event that less than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.

(3) If a Redemption Notice has been mailed in accordance with this paragraph (B)(5)(b), unless the Corporation defaults in the payment in full of the redemption price, dividends on Series A Preferred Stock called for redemption shall cease to accumulate on the Redemption Date, and the Holders of such redemption shares shall cease to have any further rights with respect thereto on the Redemption Date, other than the right to receive the redemption price without interest.

6. Voting Rights.

a. The Holders of Series A Preferred Stock shall not be entitled or permitted to vote on any matter required or permitted to be voted upon by the stockholders of the Corporation, except as otherwise required by law or these Articles of Incorporation.

b. In any case in which the Holders of Series A Preferred Stock shall be entitled to vote, each Holder shall be entitled to one vote for each share of Series A Preferred Stock held except as otherwise required by applicable law.

c. Without the written consent of the holders of a majority of the outstanding shares of Series A Preferred Stock or the vote of the holders of a majority of the outstanding shares of Series A Preferred Stock at a meeting of the holders of Series A Preferred Stock called for such purpose, the Corporation shall not (i) create, authorize or issue any other class or series of stock entitled to a preference prior to Series A Preferred Stock upon any distribution, or increase the authorized amount of any such other class or series or (ii) amend, alter or repeal any provision of the Corporation’s Articles of Incorporation so as to adversely affect the relative rights and preferences of the Series A Preferred Stock.

7. Conversion or Exchange. The Holders of Series A Preferred Stock shall not have any rights hereunder to convert such shares into or exchange such shares for shares of any other class or classes or of any other series of any class or classes of capital stock of the Corporation.

8. Reissuance of Series A Preferred Stock. Shares of Series A Preferred Stock which have been issued and reacquired in any manner, including shares purchased, redeemed or exchanged, shall have the status of authorized and unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors or as part of any other series of Preferred Stock, all subject to the conditions or restrictions on issuance set forth in these Articles of Incorporation or in any resolution or resolutions adopted by the Board of Directors providing for the issuance of any series of Preferred Stock, it being understood that the Corporation may reissue shares of Series A Preferred Stock which are reacquired by the Corporation from a Holder who is, or was, an employee or director of the Corporation (or a direct or indirect subsidiary of the Corporation) so long as such reissued shares of Series A Preferred Stock are reissued to a person who is an employee or director of the Corporation (or a direct or indirect subsidiary of the Corporation) at the time of such reissue.

9. Business Day. If any payment shall be required by the terms hereof to be made on a day that is not a Business Day, such payment shall be made on the immediately succeeding Business Day.

10. Method of Payment. Series A Preferred Stock shall be payable as to liquidation preference, dividends, redemption payments, cash in lieu of fractional shares or other payments at the office of the Corporation maintained for such purpose or, at the option of the Corporation, payment of dividends may be made by check mailed to the Holders at their addresses set forth in the stock register of the Corporation.

11. Definitions. As used in this paragraph (B) of Article Fourth, the following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires:

“Accumulated Dividends” means (i) with respect to any share of Series A Preferred Stock, the dividends that have accrued on such share as of such specific date for Dividend Periods ending on or prior to such date and that have not previously been paid in cash, and (ii) with respect to any Series A Parity Security, the dividends that have accrued and are due on such security as of such specific date.

“Annual Dividend Period” means the annual period commencing on each September 1 and ending on the following Dividend Payment Date, respectively.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banking institutions in New York City are authorized by law or executive order to close.

“Dividend Payment Date” means August 31 of each year.

“Dividend Period” means the Initial Dividend Period and, thereafter, each Annual Dividend Period.

“Holder” means a holder of shares of Series A Preferred Stock.

“Initial Dividend Period” means the dividend period commencing on the Issue Date and ending on the first Dividend Payment Date to occur thereafter.

“Issue Date” means the date of issuance of the applicable share or shares of Series A Preferred Stock.

“Liquidation Preference” means, on any specific date, with respect to any share of Series A Preferred Stock, the sum of (i) $1,000.00 plus (ii) the Accumulated Dividends with respect to such share.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or any other entity of any kind.

“Redemption Date” means, with respect to any shares of Series A Preferred Stock, the date on which such shares of Series A Preferred Stock are redeemed by the Corporation pursuant to paragraph (B)(5).

“Redemption Notice” has the meaning given to such term in paragraph (B)(5)(b).

“Series A Junior Payment Date” has the meaning given to such term in paragraph (B)(3)(e).

“Series A Junior Securities” has the meaning given to such term in paragraph (B)(2).

“Series A Parity Payment Date” has the meaning given to such term in paragraph (B)(3)(d).

“Series A Parity Securities” has the meaning given to such term in paragraph (B)(2).

“Series A Preferred Stock” has the meaning given to such term in paragraph (B)(1).

“Series A Senior Securities” has the meaning given to such term in paragraph (B)(2).

12. Reservation of Right. The Board of Directors of the Corporation reserves the right by subsequent amendment of these Articles of Incorporation to increase or decrease the number of shares constituting Series A Preferred Stock (but not below the number of shares then outstanding) and in other respects to amend these Articles of Incorporation within the limits provided by law, these Articles of Incorporation and any applicable contract or instrument binding on the Corporation.

C. COMMON STOCK

All shares of Common Stock will be identical and will entitle the holders thereof to the same rights and privileges.

1. Dividends. Holders of Common Stock will be entitled to receive such dividends, on a pro rata basis, as may be declared by the Board of Directors;

2. Distribution of Assets. In the event of the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, holders of Common Stock will be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders, on a pro rata basis, after all amounts to which the holders of any Preferred Stock are entitled have been paid or set aside in cash for payment.

3. Voting Rights. The holders of Common Stock shall have the general right to vote for all purposes, including the election of directors, as provided by law; provided, however, that holders of Common Stock shall not be entitled to vote on any amendment to these Articles of Incorporation that relates solely to the terms of any class or series of Preferred Stock and does not adversely affect or alter or change the rights, preferences or privileges of the holders of Common Stock if the holder or holders of such affected series are entitled, either separately or together with one or more such series, to vote thereon pursuant to these Articles of Incorporation or pursuant to the Pennsylvania Business Corporation Law. Each holder of Common Stock shall be entitled to one vote for each share thereof held.

EX-3.2

Exhibit 3.2

AMENDED

AND

RESTATED

BYLAWS

OF

NCO GROUP, INC.

(A Pennsylvania Business Corporation)

ARTICLE I

SHAREHOLDERS

1.1 Meetings.

1.1.1 Place. Meetings of the shareholders shall be held at such place within or without the Commonwealth as may be designated by the Board of Directors.

1.1.2 Annual Meeting. An annual meeting of the shareholders for the election of directors and for other business shall be held at such time in each year as may be designated by the Board of Directors.

1.1.3 Special Meetings. Special meetings of the shareholders may be called at any time by the Board of Directors, president, or shareholders entitled to cast at least one-fifth of the votes that all shareholders are entitled to cast at the meeting.

1.1.4 Notice. Written notice of the time and place of every meeting of shareholders and of the general nature of the business to be transacted at each special meeting of shareholders shall be given to each shareholder of record entitled to vote at the meeting at least (i) ten days prior to the day named for a meeting called to consider a fundamental change under Chapter 19 of the Pennsylvania Business Corporation Law of 1988, as amended (“BCL”), or (ii) five days before the day named for the meeting in any other case.

1.1.5 Quorum. The presence of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter shall constitute a quorum for the purpose of consideration and action on the matter.

1.1.6 Voting Rights. Except as otherwise provided herein, in the articles of incorporation or by applicable law, every shareholder shall have the right at every shareholders’ meeting to one vote for every share standing in his name on the books of the corporation which is entitled to vote at such meeting. Every shareholder may vote either in person or by proxy.

ARTICLE II

DIRECTORS

2.1 Number and Term. Subject to the provisions of applicable law, the Board of Directors shall have authority to determine the number of directors to constitute the Board of Directors. Each director elected to the Board of Directors shall hold office until the next annual meeting of the shareholders unless he sooner resigns or is removed or disqualified.

2.2 Powers. All corporate powers shall be exercised by or under authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board of Directors.

2.3 Meetings.

2.3.1 Place. Meetings of the Board of Directors shall be held at such place as the Board of Directors may from time to time appoint or as may be designated in the notice of the meeting.

2.3.2 Regular Meetings. Regular meetings of the Board of Directors shall be held at such times as the Board of Directors may designate. Notice of regular meetings need not be given.

2.3.3 Special Meetings. Special meetings of the Board of Directors may be called at any time by the president and shall be called by him on the written request of at least one-third of the directors. Notice of the time and place of each special meeting shall be given to each director at least two days before the meeting.

2.3.4 Quorum. A majority of the directors in office shall constitute a quorum for the transaction of business at any meeting and except as otherwise provided herein the acts of a majority of the directors present at any meeting at which a quorum is present shall be the acts of the Board of Directors.

2.4 Vacancies. Vacancies in the Board of Directors may be filled by vote of a majority of the remaining members of the Board of Directors.

2.5 Committees. The Board of Directors may by resolution adopted by a majority of the directors in office establish one or more committees, each committee to consist of one or more directors and such alternate members (also directors) as may be designated by the Board of Directors. To the extent provided in such resolution, any such committee shall have and exercise the powers of the Board of Directors except as may be limited by the BCL. Unless otherwise determined by the Board of Directors, in the absence or disqualification of any member or alternate member or members of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member.

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ARTICLE III

OFFICERS

3.1 Election. The Board of Directors shall elect such officers or assistant officers as it deems advisable. Any number of offices may be held by the same person.

3.2 Authority, Duties and Compensation. The officers shall have such authority, perform such duties and serve for such compensation as may be determined by or under the direction of the Board of Directors. Except as otherwise provided by the Board of Directors (a) the president shall be the chief executive officer of the corporation, shall have general supervision over the business and operations of the corporation, may perform any act and execute any instrument for the conduct of such business and operations and shall preside at all meetings of the Board of Directors and shareholders, (b) the other officers shall have the duties usually related to their offices and (c) the vice president (or vice presidents in the order determined by the Board of Directors) shall in the absence of the president have the authority and perform the duties of the president.

ARTICLE IV

PERSONAL LIABILITY AND INDEMNIFICATION

4.1 Personal Liability of Directors.

(a) A director of this Corporation shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take any action, unless:

(i) the director has breached or failed to perform the duties of his office under Chapter 17, Subchapter B of the BCL; and

(ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

(b) This Section 4.1 shall not apply to a director’s liability for monetary damages to the extent prohibited by Section 1713(b) of the BCL.

4.2 Mandatory Indemnification. The corporation shall, to the fullest extent permitted by applicable law, indemnify its directors and officers who were or are a party or are threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not such action, suit or proceeding arises or arose by or in the right of the corporation or other entity) by reason of the fact that such director or officer is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee, general partner, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise (including service with respect to employee benefit plans), against expenses (including, but not limited to, reasonable attorneys’ and investigation fees and costs), judgments, fines (including excise taxes assessed on a person with respect to any employee benefit plan) and amounts paid in settlement actually and reasonably incurred by such director or officer in connection with such action, suit or proceeding, except as otherwise provided in Section 4.4 hereof. Persons who were directors or officers of the corporation prior to the date this Section is approved by members of the corporation, but who do not hold such office on or after such date, shall not be covered by this Section 4.2. A director or officer of the corporation entitled to indemnification under this Section 4.2 is hereafter called a “person covered by Section 4.2 hereof.”

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4.3 Expenses. Expenses incurred by a person covered by Section 4.2 hereof in defending a threatened, pending or completed civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation, except as otherwise provided in Section 4.4.

4.4 Exceptions. No indemnification under Section 4.2 or advancement or reimbursement of expenses under Section 4.3 shall be provided to a person covered by Section 4.2 hereof: (a) with respect to expenses or the payment of profits arising from the purchase or sale of securities of the corporation in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended; (b) if a final unappealable judgment or award establishes that such director or officer engaged in intentional misconduct or a transaction from which the director or officer derived an improper personal benefit; (c) for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, and amounts paid in settlement) which have been paid directly to, or for the benefit of, such person by an insurance carrier under a policy of officers’ and directors’ liability insurance whose premiums are paid for by the corporation or by an individual or entity other than such director or officer; and (d) for amounts paid in settlement of any threatened, pending or completed action, suit or proceeding without the written consent of the corporation, which written consent shall not be unreasonably withheld. The Board of Directors is hereby authorized, at any time by resolution, to add to the above list of exceptions from the right of indemnification under Section 4.2 or advancement or reimbursement of expenses under Section 4.3, but any such additional exception shall not apply with respect to any event, act or omission which occurred prior to the date that the Board of Directors in fact adopts such resolution. Any such additional exception may, at any time after its adoption, be amended, supplemented, waived or terminated by further resolution of the Board of Directors of the corporation.

4.5 Continuation of Rights. The indemnification and advancement or reimbursement of expenses provided by, or granted pursuant to, this Article IV shall continue as to a person who has ceased to be a member, director or officer of the corporation, and shall inure to the benefit of the heirs, executors and administrators of such person.

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4.6 General Provisions.

(a) The term “to the fullest extent permitted by applicable law”, as used in this Article IV shall mean the maximum extent permitted by public policy, common law or statute. Any person covered by Section 4.2 hereof may, to the fullest extent permitted by applicable law, elect to have the right to indemnification or to advancement or reimbursement of expenses, interpreted, at such person’s option; (i) on the basis of the applicable law on the date this Section was approved by the shareholders; or (ii) on the basis of the applicable law in effect at the time of the occurrence of the event, act or omission giving rise to the action, suit or proceeding, or (iii) on the basis of the applicable law in effect at the time indemnification is sought.

(b) The right of a person covered by Section 4.2 hereof to be indemnified or to receive an advancement or reimbursement of expenses pursuant to Section 4.3 (i) may be enforced as a contract right pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the corporation and such person; (ii) to the fullest extent permitted by applicable law, is intended to be retroactive and shall be available with respect to events, acts or omissions occurring prior to the adoption hereof; and (iii) shall continue to exist after the rescission or restrictive modification (as determined by such person) of any provision of this Article IV with respect to events, acts and omissions occurring before such rescission or restrictive modification is adopted.

(c) If a request for indemnification or for the advancement or reimbursement of expenses pursuant hereto is not paid in full by the corporation within thirty (30) days after a written claim has been received by the corporation together with all supporting information reasonably requested by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim (plus interest at the prime rate announced from time to time by the corporation’s primary lending bank) and, if successful in whole or in part, the claimant shall be entitled also to be paid the expenses (including, but not limited to, attorneys’ and investigation fees and costs) of prosecuting such claim. Neither the failure of the corporation (including its Board of Directors or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of or the advancement or reimbursement of expenses to the claimant is proper in the circumstances, nor an actual determination by the corporation (including its Board of Directors or independent legal counsel) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses, shall be a defense to the action or create a presumption that the claimant is not so entitled.

(d) The indemnification and advancement or reimbursement of expenses provided by, or granted pursuant to, this Article IV shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement or reimbursement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise.

(e) Nothing contained in this Article IV shall be construed to limit the rights and powers the corporation possesses under Chapter 17, Subchapter D of the BCL, or otherwise, including, but not limited to, the powers to purchase and maintain insurance, create funds to secure or insure its indemnification obligations, and any other rights or powers the corporation may otherwise have under applicable law.

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(f) The provisions of this Article IV may, at any time (and whether before or after there is any basis for a claim for indemnification or for the advancement or reimbursement of expenses pursuant hereto), be amended, supplemented, waived, or terminated, in whole or in part, with respect to any person covered by Section 4.2 hereof by a written agreement signed by the corporation and such person.

(g) The corporation shall have the right to appoint the attorney for a person covered by Section 4.2 hereof, provided such appointment is not unreasonable under the circumstances.

4.7 Optional Indemnification. The corporation may, to the fullest extent permitted by applicable law, indemnify, and advance or reimburse expenses for, persons in all situations other than that covered by Section 4.2.

ARTICLE V

SHARE CERTIFICATES AND TRANSFERS

5.1 Share Certificates. Every shareholder of record shall be entitled to a share certificate representing the shares held by him. Every share certificate shall bear the corporate seal (which may be a facsimile) and the signature of the president or a vice president and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the corporation. Where a certificate is signed by a transfer agent or registrar the signature of any corporate officer may be a facsimile.

5.2 Transfers. Transfers of share certificates and the shares represented thereby shall be made on the books of the corporation only by the registered holder or by duly authorized attorney. Transfers shall be made only on surrender of the share certificate or certificates.

ARTICLE VI

AMENDMENTS

6.1 Except as restricted by applicable law, the authority to adopt, amend and repeal the bylaws of the corporation is expressly vested in the Board of Directors, subject to the power of the shareholders to change such action.

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EX-99.1

EXHIBIT 99.1

NEWS RELEASE

For Immediate Release

NCO ANNOUNCES COMPLETION OF MERGER

HORSHAM, PA, November 15, 2006 - NCO Group, Inc. (“NCO” or the “Company”) (NASDAQ: NCOG), a leading provider of business process outsourcing services, announced today the completion of the acquisition of NCO by an entity controlled by One Equity Partners and its affiliates with participation by Michael J. Barrist, Chairman, President and Chief Executive Officer of the Company, and certain other members of executive management. Under the terms of the merger agreement, NCO shareholders are entitled to receive $27.50 in cash, without interest, for each share of NCO common stock that they hold. The transaction is valued at approximately $1.2 billion, including the assumption of debt. The Company previously announced the definitive merger agreement on July 24, 2006.

NCO common stock will cease to trade on the Nasdaq Global Select Market at the close of the market today and will be delisted. Under the terms of the merger agreement, NCO shareholders are entitled to receive $27.50 in cash, without interest, for each share (“merger consideration”) of NCO common stock that they hold. Mellon Investor Services, the paying agent, will mail a letter of transmittal and instructions to all NCO shareholders of record. The letter of transmittal and instructions will contain information on how to surrender NCO common stock in exchange for the merger consideration Shareholders of record should not surrender their stock certificates until they have completed the letter of transmittal. Shareholders who hold shares in “street name” through a bank or broker should contact such bank or broker to determine what actions they must take, if any, to have their shares converted into the merger consideration.

About NCO Group, Inc.

NCO Group, Inc. is a global provider of business process outsourcing services, primarily focused on accounts receivable management and customer relationship management. NCO provides services through 90 offices in the United States, Canada, the United Kingdom, Australia, India, the Philippines, the Caribbean and Panama.

About One Equity Partners

One Equity Partners (“OEP”) manages approximately $5 billion of investments and commitments for JPMorgan Chase & Co. in direct private equity transactions. Partnering with management, OEP invests in transactions that initiate strategic and operational changes in businesses to create long-term value. OEP’s investment professionals are located across North America and Europe, with offices in New York, Chicago and Frankfurt.

For further information contact:

NCO Investor Relations

(215) 441-3000

www.ncogroup.com

or

Mellon Investor Services

By Telephone – 9 a.m. to 6 p.m. New York Time, Monday through Friday, except for bank holidays:

From within the U.S., Canada or Puerto Rico:

1-800-777-3674 (Toll Free)

From outside the U.S.:

1-201-680-6579 (Collect)