EX-10 4 fac_10q-033101.txt FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT, dated as of January 10, 2001 (this "Amendment"), to the Existing Credit Agreement (as defined below) is among OUTSOURCING SOLUTIONS INC., a Delaware corporation (the "Borrower") and each of the Lenders (such capitalized term and other capitalized terms used in the recitals below to have the meanings set forth in Part I) party hereto. W I T N E S S E T H: ------------------- WHEREAS, the Borrower, the Lenders, DLJ Capital Funding, Inc., as the Syndication Agent, the Lead Arranger and the Sole Book Running Manger, Harris Trust and Savings Bank, as the Documentation Agent, and Fleet National Bank, as the Administrative Agent are parties to a Credit Agreement, dated as of November 30, 1999 (as amended, supplemented, amended and restated or otherwise modified prior to the date hereof, the "Existing Credit Agreement"); and WHEREAS, the Borrower has requested that the Lenders amend the Existing Credit Agreement as set forth below (the Existing Credit Agreement, as amended by this Amendment, being referred to as the "Credit Agreement"); NOW, THEREFORE, in consideration of the agreements herein contained, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: PART I DEFINITIONS SUBPART I.1. Certain Definitions. The following terms (whether or not underscored) when used in this Amendment shall have the following meanings (such meanings to be equally applicable to the singular and plural form thereof): "Amendment" is defined in the preamble. "Credit Agreement" is defined in the second recital. "Existing Credit Agreement" is defined in the first recital. "First Amendment Effective Date" is defined in Subpart 3.1. SUBPART I.2. Other Definitions. Terms for which meanings are provided in the Existing Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used in this Amendment with such meanings. PART II AMENDMENTS TO THE EXISTING CREDIT AGREEMENT Effective on (and subject to the occurrence of) the First Amendment Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part. SUBPART II.1. Amendments to Article I. Article I of the Existing Credit Agreement is hereby amended as set forth in Subpart 2.1.1. SUBPART II.1.1. Section 1.1 of the Existing Credit Agreement is hereby amended by amending and restating clause (b) of the definition of "Indebtedness" in its entirety to read as follows: (b) all obligations, contingent or otherwise, relative to the face amount of all letters of credit (excluding letters of credit issued in favor of a Person that has provided a surety bond or performance bond for the benefit of the Borrower or a Subsidiary Guarantor), whether or not drawn, and banker's acceptances issued for the account of such person; SUBPART II.2. Amendment to Article VII. Clause (m) of Section 7.2.5 of the Existing Credit Agreement is hereby amended by deleting the reference to "$15,000,000" appearing in such clause and inserting "$20,000,000" in its place. PART III CONDITIONS TO EFFECTIVENESS SUBPART III.1. Effective Date and Conditions. This Amendment (and the amendments and modifications contained herein) shall become effective as of the date first set forth above (the "First Amendment Effective Date") when the conditions set forth in this Part have been satisfied. SUBPART III.1.1. Execution of Counterparts. The Syndication Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of the Borrower and the Required Lenders. SUBPART III.1.2. Affirmation and Consent. The Syndication Agent shall have received counterparts of an Affirmation and Consent, dated as of the First Amendment Effective Date, and in form and substance satisfactory to the Syndication Agent, duly executed and delivered by each OSI Shareholder and each Obligor other than the Borrower. SUBPART III.1.3. Costs and Expenses, etc. The Syndication Agent shall have received for the account of each Lender, all fees, costs and expenses due and payable pursuant to Sections 3.3 and 10.3 of the Credit Agreement, if then invoiced. SUBPART III.1.4. Amendment Fee. The Syndication Agent shall have received for the account of each Lender (that has delivered its signature page in a manner and before the time set forth below), an amendment fee in an amount equal to 5 basis points on the sum of (i) such Lender's RL Percentage multiplied by the Revolving Loan Commitment Amount plus (ii) the outstanding principal amount of Term Loans owing to such Lender, but payable only to each such Lender that has delivered (including by way of facsimile) its executed signature page to this Amendment to the attention of Mr. Gregory D. Ruback at Mayer, Brown & Platt, 1675 Broadway, New York, New York 10019, facsimile number 212-262-1910 at or prior to 5:00 p.m. (New York time) on January 10, 2001. SUBPART III.1.5. Legal Details, etc. All documents executed or submitted pursuant hereto shall be satisfactory in form and substance to the Syndication Agent and its counsel. The Syndication Agent and its counsel shall have received all information, and such counterpart originals or such certified or other copies of such materials, as the Syndication Agent or its counsel reasonably request. All legal matters incident to the transactions contemplated by this Amendment shall be satisfactory to the Syndication Agent and its counsel. PART IV MISCELLANEOUS PROVISIONS SUBPART IV.1. Cross-References. References in this Amendment to any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this Amendment. SUBPART IV.2. Loan Document Pursuant to Existing Credit Agreement. This Amendment is a Loan Document executed pursuant to the Existing Credit Agreement and shall be construed, administered and applied in accordance with all of the terms and provisions of the Existing Credit Agreement. SUBPART IV.3. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Borrower and the Lenders and their respective successors and assigns. SUBPART IV.4. Full Force and Effect; Limited Amendment. Except as expressly amended hereby, all of the representations, warranties, terms, covenants, conditions and other provisions of the Existing Credit Agreement and the Loan Documents shall remain unchanged and shall continue to be, and shall remain, in full force and effect in accordance with their respective terms. The amendments set forth herein shall be limited precisely as provided for herein to the provisions expressly amended herein and shall not be deemed to be an amendment to, waiver of, consent to or modification of any other term or provision of the Existing Credit Agreement or any other Loan Document or of any transaction or further or future action on the part of any Obligor which would require the consent of the Lenders under the Existing Credit Agreement or any of the Loan Documents. SUBPART IV.5. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSES SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). SUBPART IV.6. Execution in Counterparts. This Amendment may be executed in any number of counterparts by the parties hereto, each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same agreement. The parties hereto agree that delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of an original executed counterpart of this Amendment. SUBPART IV.7. Representations and Warranties. In order to induce the Lenders to execute and deliver this Amendment the Borrower hereby represents and warrants to the Lenders that both before and after giving effect to this Amendment, all of the statements set forth in Section 5.2.1 of the Existing Credit Agreement are true and correct. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers hereunto duly authorized as of the date first above written. OUTSOURCING SOLUTIONS INC. By:/s/ Timothy G. Beffa --------------------------------- Title: President & Chief Executive Officer CREDIT SUISSE FIRST BOSTON By:/s/ David L. Sawyer --------------------------------- Title: Vice President By:/s/ Lalita Advani --------------------------------- Title: Assistant Vice President FLEET NATIONAL BANK By: --------------------------------- Title: HARRIS TRUST AND SAVINGS BANK By:/s/ Donald J. Buse --------------------------------- Title: Managing Director BANK OF AMERICA, N.A. By:/s/ --------------------------------- Title: Senior Vice President BANK ONE , NA (FORMERLY KNOWN AS THE FIRST NATIONAL BANK OF CHICAGO) By:/s/ --------------------------------- Title: Vice President THE CHASE MANHATTAN BANK By:/s/ William J. Caggiano --------------------------------- Title: Managing Director DRESDNER BANK AG, NEW YORK & GRAND CAYMAN BRANCHES By:/s/ --------------------------------- Title: Vice President By:/s/ --------------------------------- Title: Vice President LASALLE BANK NATIONAL ASSOCIATION By:/s/ Brian Peterson --------------------------------- Title: Vice President WACHOVIA BANK, N.A. By:/s/ --------------------------------- Title: Senior Vice President WELLS FARGO BANK, N.A. By:/s/ --------------------------------- Title: Vice President AG CAPITAL FUNDING PARTNERS, L.P. By Angelo, Gordon & Co., L.P. as Investment Advisor By:/s/ John W. Fraser --------------------------------- Title: Managing Director ARCHIMEDES FUNDING III, LTD. By ING Capital Advisors LLC, as Collateral Manager By:/s/ Steven Gorski --------------------------------- Title: Vice President & Senior Credit Analyst BALANCED HIGH YIELD FUND II By:/s/ John J. D'Angelo --------------------------------- Title: Vice President Asset Management COLUMBUS LOAN FUNDING LTD., By Travelers Asset Management InternationaL Company LLC By:/s/ John W. Petchler --------------------------------- Title: Second Vice President FIRST DOMINION FUNDING I By: --------------------------------- Title: FIRST DOMINION FUNDING II By: --------------------------------- Title: FIRST DOMINION FUNDING III By: --------------------------------- Title: FRANKLIN FLOATING RATE TRUST By:/s/ Chauncey Lufkin --------------------------------- Title: Vice President HELLER FINANCIAL By:/s/ --------------------------------- Title: KEMPER FLOATING RATE FUND By:/s/ --------------------------------- Title: Managing Director KZH ING-2 LLC By:/s/ Nicholas Lucente --------------------------------- Title: Authorized Agent KZH RIVERSIDE LLC By:/s/ Nicholas Lucente --------------------------------- Title: Authorized Agent KZH SHOSHONE LLC By:/s/ Nicholas Lucente --------------------------------- Title: Authorized Agent KZH STERLING LLC By:/s/ Nicholas Lucente --------------------------------- Title: Authorized Agent LIBERTY STEIN ROE ADVISOR FLOATING RATE ADVANTAGE FUND, By Stein Roe & Farnham Incorporated, As Advisor By: --------------------------------- Title: MAPLE WOOD (CAYMAN) LIMITED By:/s/ Maryann McCarthy --------------------------------- Title: Managing Director MASS MUTUAL LIFE INSURANCE By:/s/ Maryann McCarthy --------------------------------- Title: Managing Director MERRILL LYNCH GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO By:/s/ Anthony Heyman --------------------------------- Title: Authorized Signatory MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By:/s/ Anthony Heyman --------------------------------- Title: Authorized Signatory MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By: --------------------------------- Title: MUIRFIELD TRADING By: --------------------------------- Title: NORTHWOODS CAPITAL II, LIMITED By Angelo, Gordon & Co., L.P. as Collateral Manager By:/s/ John W. Fraser --------------------------------- Title: Managing Director OLYMPIC FUNDING TRUST, SERIES 1999-1 By: --------------------------------- Title: PILGRIM AMERICA HIGH INCOME INVESTMENTS By ING Pilgrim Investments, Inc. as its investment manager By:/s/ Jason Groom --------------------------------- Title: Vice President PILGRIM CLO 1999-1 LTD., By Pilgrim Investments, Inc, as its investment manager By:/s/ Jason Groom --------------------------------- Title: Vice President PILGRIM PRIME RATE TRUST By Pilgrim Investments, Inc, as its investment manager By:/s/ Jason Groom --------------------------------- Title: Vice President STEIN ROE & FARNHAM CLO 1 LTD., By Stein Roe & Farnham Incorporated, As Portfolio Manager By: --------------------------------- Title: STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY By: --------------------------------- Title: TRAVELERS CORPORATE LOAN FUND By:/s/ John W. Petchler --------------------------------- Title: Second Vice President TRAVELERS INSURANCE COMPANY By:/s/ John W. Petchler --------------------------------- Title: Second Vice President VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. By: --------------------------------- Title: VAN KAMPEN SENIOR FLOATING RATE FUND By: --------------------------------- Title: VAN KAMPEN SENIOR INCOME TRUST By: --------------------------------- Title: MAGNATITE ASSET INVESTORS By: --------------------------------- Title: