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Fifth Supplemental Indentures and Joinder Agreement

Indenture Agreement

Fifth Supplemental Indentures and Joinder Agreement | Document Parties: NCOP FINANCING, INC. You are currently viewing:
This Indenture Agreement involves

NCOP FINANCING, INC.

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Title: Fifth Supplemental Indentures and Joinder Agreement
Date: 5/13/2008
Law Firm: Blank Rome    

Fifth Supplemental Indentures and Joinder Agreement, Parties: ncop financing  inc.
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Exhibit 5.5

F ENNEMORE C RAIG , P . C .

3003 North Central Avenue, Suite 2600

Phoenix, Arizona 85012-2913

(602) 916-5000

 

W. T. Eggleston, Jr.

            Law Offices

Direct Phone:(602) 916-5328

            Phoenix    (602) 916-5000

Direct Fax: (602) 916-5528

            Tucson    (520) 879-6800

wegglest@fclaw.com

               Nogales    (520) 281-3480
               Las Vegas    (702) 692-8000
               Denver    (303) 291-3200

May 13, 2008

NCO Group, Inc.

507 Prudential Road

Horsham, Pennsylvania 19044

Re:      Fifth Supplemental Indentures and Joinder Agreement

Ladies and Gentlemen:

We have acted as special Arizona counsel to Jennifer Loomis & Associates, Inc., an Arizona corporation (the “Corporation”), a subsidiary of NCO Group, Inc., a Delaware corporation (“NCO”), in connection with (i) the Fifth Supplemental Indenture, dated February 29, 2008, among NCO, the Corporation, the Bank of New York, as trustee, and such other new guarantors as set forth therein (the “Fifth Supplemental Indenture – Senior Notes”), whereby the Corporation is providing a guaranty of the notes issued pursuant to that certain Indenture, dated November 15, 2006, as amended, supplemented or otherwise modified prior to the date hereof, among NCO, the Bank of New York, as trustee, and the initial subsidiary guarantors as set forth therein relating to the issuance of Floating Rate Senior Notes due 2013 (the “Indenture – Senior Notes”); (ii) the Fifth Supplemental Indenture, dated February 29, 2008, among NCO, the Corporation, the Bank of New York, as trustee, and such other new guarantors as identified therein (the “Fifth Supplemental Indenture – Subordinated Notes”), whereby the Corporation is providing a guaranty of the notes issued pursuant to that certain Indenture, dated November 15, 2006, as amended, supplemented or otherwise modified prior to the date hereof, among NCO, the Bank of New York, as trustee, and the initial subsidiary guarantors as set forth therein relating to the issuance of 11.875% Senior Subordinated Notes due 2014 (the “Indenture – Subordinated Notes”); and (iii) the Joinder Agreement, dated February 29, 2008, among the Corporation and such other new guarantors as set forth therein (the “Joinder Agreement”), joining the Corporation, among others, to that certain Registration Rights Agreement, dated November 15, 2006, among NCO, certain affiliates of NCO, Morgan Stanley & Co Incorporation, J.P. Morgan Securities Inc., and Banc of America Securities LLP with respect to the Floating Rate Senior Notes due 2013 and that certain Registration Rights Agreement, dated November 15, 2006, among NCO, certain affiliates of NCO, Morgan Stanley & Co Incorporation, J.P. Morgan Securities Inc. and Banc of America Securities LLP with respect to the 11.875% Senior Subordinated Notes due 2014. The Floating Rate Senior Notes due 2013 (the “Senior Notes”), the 11.875% Senior Subordinated Notes due 2014 (the “Subordinated

 


F ENNEMORE C RAIG , P . C .

NCO Group, Inc.

May 13, 2008

Page 2

 

Notes”, and collectively with the Senior Notes, the “Notes”) and the guarantees of the Notes are being registered on a Registration Statement on Form S-1, in each case to be offered solely for market-making purposes by an affiliate of NCO (the “Registration Statement”). Our engagement as special Arizona counsel by the Corporation has been limited to the rendering of this opinion to you.

Our opinions set forth in this opinion are limited to the effect of Arizona law and are based upon existing laws, rules, regulations, orders and cases. We assume no obligation to revise or supplement this opinion should such laws, rules, regulations, orders or cases be changed by legislative or administrative action, judicial decision, or otherwise. No opinion is expressed as to the law of any jurisdiction


 
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