NCO GROUP INC
EX-10.31
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>5
<FILENAME>ex10-31.txt
<DESCRIPTION>EX-10.31
<TEXT>
<PAGE>

Exhibit 10.31



                           SIXTH AMENDMENT AND CONSENT
                                       TO
                   FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

         THIS SIXTH AMENDMENT AND CONSENT, dated as of March 14, 2001, (this
"Amendment") to FIFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
December 31, 1999, as amended pursuant to that certain First Amendment to the
Fifth Amended and Restated Credit Agreement, dated as of March 24, 2000, as
further amended pursuant to that certain Second Amendment and Waiver to Fifth
Amended and Restated Credit Agreement, dated as of October 26, 2000, as further
amended pursuant to that certain Third Amendment to Fifth Amended and Restated
Credit Agreement and Commitment for Subfacility Amendment to Fifth Amended and
Restated Credit Agreement, dated as of December 15, 2000, as further amended
pursuant to that certain Fourth Amendment to Fifth Amended and Restated Credit
Agreement, dated as of January 23, 2001, and as further amended pursuant to that
certain Fifth Amendment to Fifth Amended and Restated Credit Agreement, dated as
of February 20, 2001 (as so amended, the "Current Credit Agreement", and, as the
same may be further amended, from time to time, the "Credit Agreement") by and
between NCO GROUP, INC., a Pennsylvania corporation, THE LENDERS LISTED ON THE
SIGNATURE PAGES HERETO, MELLON BANK, N.A., a national banking association for
itself and as Administrative Agent and Collateral Agent for the Issuer, and the
other Lenders. Capitalized terms used in this Amendment are used as defined in
the Credit Agreement unless otherwise defined herein.

         WHEREAS, the Borrower has notified the Lenders of its desire to issue
unsecured, convertible, subordinated notes in an amount not to exceed
$175,000,000 (the "Subordinated Notes");

         WHEREAS, the Borrower has requested that the Lenders (i) amend the
Current Credit Agreement to increase the maximum Indebtedness permitted under
subordinated notes from $150,000,000 to $175,000,000, and (ii) consent to the
issuance of the Subordinated Notes on the terms described herein; and

         WHEREAS, the Lenders are willing to provide for the amendment and
consent requested by the Borrower on the terms and conditions set forth below;

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and intending to be legally bound hereby, the
Borrower and the Lenders agree as follows:

         1. Amendments to Credit Agreement. The Current Credit Agreement is
amended in each of the following respects.






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            a. Increased Amount. Paragraph (i) of Section 6.3 of the Current
Credit Agreement is amended by replacing "$150,000,000" in the first line
thereof with "$175,000,000".


            b. Designated Senior Indebtedness Legend. The Current Credit
Agreement is amended by adding a legend thereto saying the following:

               "ALL OBLIGATIONS HEREUNDER CONSTITUTE DESIGNATED SENIOR
               INDEBTEDNESS WITHIN THE MEANING OF ANY INDENTURES RESPECTING
               SUBORDINATED INDEBTEDNESS OF THE COMPANY".

            c. Additional Event of Default. Paragraph (n) of Section 7.1 of the
Current Credit Agreement (Events of Default) is amended in its entirety to read
as follows:

               "(n) A Change of Management shall have occurred; or a "Change of
               Control" (as such term is defined in any Indenture that the
               Company has entered into or may enter into, with respect to
               subordinated Indebtedness) shall have occurred".

         2. Consent. In accordance with Section 6.3(i) of the Credit Agreement,
as hereby amended, the Administrative Agent and the Majority Lenders hereby
consent to the issuance by the Borrower of Subordinated Notes on substantially
the terms set forth in the draft Indenture distributed to the Lenders
concurrently herewith naming Bankers Trust as Trustee, delivered to the Lenders
prior to the date hereof, or any subsequent Indenture with similar terms issued
within six months of the date hereof, in each case, with such revisions thereto
as are approved by the Administrative Agent.


         3. Representations and Warranties. The Borrower represents and warrants
to the Lenders as follows:

            a. Credit Agreement. Each of the representations and warranties
contained in the Credit Agreement is accurate on and as of the date hereof.


            b. No Defaults. As of the date hereof, no Default or Event of
Default exists.


         4. Continuing Effectiveness of Credit Agreement and Other Loan
Documents. Subject to the amendments provided herein, the Credit Agreement and
each other Loan Document remains in full force and effect and is hereby
ratified.


         5. Effectiveness. This Amendment shall be effective when the Borrower,
the Majority Lenders, the Administrative Agent and the Collateral Agent have
executed a counterpart hereto.






                                       -2-
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         6. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original and all of which, when taken
together, shall constitute one instrument. A facsimile of a signed counterpart
shall be deemed to be an original for all purposes.







                        [Signatures begin on next page.]


















                                       -3-


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         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.

                                           NCO GROUP, INC.



                                           By: _________________________________
                                               Michael J. Barrist,
                                               as President



























                        Signature Page to Sixth Amendment
                       and Consent to NCO Credit Agreement
<PAGE>





                                          MELLON BANK, N.A.,
                                          for itself and as Administrative Agent
                                          and as Collateral Agent



                                          By:___________________________________
                                             Liam M. Brickley
                                             Vice President
























                        Signature Page to Sixth Amendment
                       and Consent to NCO Credit Agreement
<PAGE>



                                                  PNC BANK, NATIONAL ASSOCIATION



                                                  By:___________________________
                                                       Name:
                                                       Title:




























                        Signature Page to Sixth Amendment
                       and Consent to NCO Credit Agreement

<PAGE>



                                                  BANK OF AMERICA, N.A.



                                                  By:___________________________
                                                       Name:
                                                       Title:





























                        Signature Page to Sixth Amendment
                       and Consent to NCO Credit Agreement
<PAGE>



                                                  FIRST UNION NATIONAL BANK



                                                  By:___________________________
                                                      Name:
                                                      Title:
























                        Signature Page to Sixth Amendment
                       and Consent to NCO Credit Agreement

<PAGE>




                                                  SUNTRUST BANK



                                                  By:___________________________
                                                       Name:
                                                       Title:





























                        Signature Page to Sixth Amendment
                       and Consent to NCO Credit Agreement
<PAGE>



                                                  UNION BANK OF CALIFORNIA, N.A.



                                                  By:___________________________
                                                      Name:
                                                     Title:





























                        Signature Page to Sixth Amendment
                       and Consent to NCO Credit Agreement
<PAGE>



                                              NATIONAL CITY BANK OF PENNSYLVANIA



                                              By:_______________________________
                                                   Name:
                                                   Title:

























                        Signature Page to Sixth Amendment
                       and Consent to NCO Credit Agreement
<PAGE>



                                              SUMMIT BANK



                                              By:_______________________________
                                                   Name:
                                                   Title:
























                        Signature Page to Sixth Amendment
                       and Consent to NCO Credit Agreement
<PAGE>



                                                      PROVIDENT BANK OF MARYLAND



                                                      By:_______________________
                                                          Name:
                                                          Title:





























                        Signature Page to Sixth Amendment
                       and Consent to NCO Credit Agreement
<PAGE>



                                                 MANUFACTURERS AND TRADERS TRUST
                                                 COMPANY



                                                 By:____________________________
                                                      Name:
                                                      Title:






















                        Signature Page to Sixth Amendment
                       and Consent to NCO Credit Agreement
<PAGE>



                                                 FLEET NATIONAL BANK



                                                 By:____________________________
                                                      Name:
                                                      Title:


























                        Signature Page to Sixth Amendment
                       and Consent to NCO Credit Agreement
<PAGE>



                                                 CITIZENS BANK OF MASSACHUSETTS



                                                 By:____________________________
                                                      Name:
                                                      Title:
























                        Signature Page to Sixth Amendment
                       and Consent to NCO Credit Agreement
<PAGE>



                                                 CHEVY CHASE BANK, F.S.B.



                                                 By:____________________________
                                                       Name:
                                                       Title:
























                        Signature Page to Sixth Amendment
                       and Consent to NCO Credit Agreement
<PAGE>



                                                 IBM CREDIT CORPORATION



                                                 By:____________________________
                                                       Name:
                                                       Title:
























                        Signature Page to Sixth Amendment
                       and Consent to NCO Credit Agreement
<PAGE>



                                                 BANK AUSTRIA CREDITANSTALDT
                                                 CORPORATE FINANCE, INC.



                                                 By:____________________________
                                                       Name:
                                                       Title:



                                                 By:____________________________
                                                       Name:
                                                       Title:





















                        Signature Page to Sixth Amendment
                       and Consent to NCO Credit Agreement
<PAGE>



                                                 FIRSTAR BANK, N.A.



                                                 By:____________________________
                                                      Name:
                                                      Title:






























                        Signature Page to Sixth Amendment
                       and Consent to NCO Credit Agreement
<PAGE>


                                    EXHIBIT A
                               Offering Memorandum


                                  See attached.





























                        Signature Page to Sixth Amendment
                       and Consent to NCO Credit Agreement














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