MANAGEMENT STOCK PURCHASE AGREEMENT
THIS MANAGEMENT STOCK PURCHASE AGREEMENT, dated as of April 19,
2000 (this "Agreement"), is made by and among Outsourcing Solutions Inc., a
Delaware corporation (the "Company"), and Timothy Beffa (the "Purchaser").
Except as otherwise indicated, capitalized terms used herein are defined in
Section 5 hereof.
The parties hereto agree as follows:
Section 1. Purchase and Sale of Voting Common Stock.
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1A. Purchase and Sale. Subject to the terms and conditions set
forth herein, the Company will sell to the Purchaser, and the Purchaser will
purchase from the Company, 26,688.02 shares of Voting Common Stock at a purchase
price of $37.47 per share.
1B. The Closing. The closing of the sale and purchase of the
Voting Common Stock hereunder (the "Closing") will take place at the offices of
Outsourcing Solutions Inc., 390 South Woods Mill Road, Suite 350, Chesterfield,
MO 63017. At the Closing, the Company will deliver to the Purchaser a
certificate or certificates evidencing the number of shares of Voting Common
Stock to be purchased by such Purchaser, registered in the name of such
Purchaser against payment of the purchase price therefor by delivery of $500 in
cash and a $999,500 Promissory Note dated as of the date hereof.
Section 2. Restrictions on Transfers.
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2A. Restrictions. Restricted Securities are transferable pursuant
to (i) public offerings registered under the Securities Act, (ii) Rule 144 or
Rule 144A of the Securities and Exchange Commission (or any similar rule then in
force) if such rule is available, and (iii) subject to the conditions specified
in paragraph 2B, any other legally available means of transfer pursuant to the
Securities Act. Nothing herein shall be deemed to create any obligations on the
part of the Company, other than as set forth in the Stockholders Agreement dated
December 10, 1999 (the "Stockholders Agreement"), to register any offering of
Restricted Securities under the Securities Act or to cause the requirements for
sale pursuant to Rule 144 or Rule 144a to be satisfied.
2B. Procedure for Transfer. In connection with the transfer of
any Restricted Securities (other than a transfer referred to in clause (i) of
paragraph 2A above), the holder thereof will deliver written notice to the
Company describing in reasonable detail the transfer or proposed transfer,
together with an opinion (reasonably satisfactory to the Company) of Kirkland &
Ellis or other counsel which (to the Company's reasonable satisfaction) is
knowledgeable in securities law matters to the effect that such transfer of
Restricted Securities may be effected without registration of such Restricted
Securities under the Securities Act. In addition, if the holder of such
Restricted Securities delivers to the Company an opinion (reasonably
satisfactory to the Company) of such counsel to the effect that no subsequent
transfer of such Restricted Securities will require registration under the
Securities Act, the Company will promptly upon such contemplated transfer
deliver new certificates for such Restricted Securities which do not bear the
Securities Act Legend set forth in paragraph 4A below. If the Company is not
required to deliver new certificates for such Restricted Securities not bearing
such legend, the holder thereof will not transfer the same until the prospective
transferee has confirmed to the Company in writing its agreement to be bound by
the conditions contained in this paragraph and paragraph 4A.
Section 3. Representations and Warranties of the Company. The
Company hereby represents and warrants to the Purchaser that as of the Closing:
3A. Organization, etc. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. The Company has all requisite corporate power and authority to carry
on its businesses as now conducted and presently proposed to be conducted and to
carry out the transactions contemplated by this Agreement.
3B. Authorization; No Breach. The execution, delivery and
performance of this Agreement and all other agreements and transactions
contemplated hereby and thereby have been duly authorized by the Company. This
Agreement constitutes a valid and binding obligation of the Company enforceable
in accordance with its terms, subject to the availability of equitable remedies
and to the laws of bankruptcy and other similar laws affecting creditors' rights
generally. The execution and delivery by the Company of this Agreement and all
other agreements and instruments contemplated hereby and thereby to be executed
by the Company, and the offering, sale and issuance of the Voting Common Stock
hereunder, do not and will not (i) conflict with or result in a breach of the
terms, conditions or provisions of, (ii) constitute a default under, (iii)
result in the creation of any lien, security interest, charge or encumbrance
upon the Company's capital stock or assets pursuant to, (iv) give any third
party the right to accelerate any obligation under, (v) result in a violation
of, or (vi) require any authorization, consent, approval, exemption or other
action by or notice to or filing with any court or administrative or
governmental body (other than in connection with certain state and federal
securities laws) or any other third party pursuant to, the Fourth Amended and
Restated Certificate of Incorporation or the Bylaws, or any law, statute, rule,
regulation, instrument, order, judgment or decree to which the Company is
subject or any agreement or instrument to which the Company is a party, or by
which its assets are bound.
Section 4. Purchasers' Representations and Warranties.
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4A. Purchasers' Investment Representations. The Purchaser hereby
represents that he is acquiring the Restricted Securities purchased hereunder
for his own account with the present intention of holding such securities for
investment purposes and that he has no intention of selling such securities in a
public distribution in violation of federal or state securities laws; provided
that nothing contained herein will prevent the Purchaser and the subsequent
holders of such securities from transferring such securities in compliance with
the provisions of Section 2 hereof. Each certificate for Restricted Securities
will be conspicuously imprinted with a legend substantially in the following
form (the "Securities Act Legend"):
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED
ON APRIL 19, 2000, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"). THE TRANSFER OF SUCH SECURITIES IS
SUBJECT TO THE CONDITIONS SPECIFIED IN (A) THE MANAGEMENT STOCK PURCHASE
AGREEMENT DATED AS OF APRIL 19, 2000, BETWEEN THE ISSUER (THE "COMPANY")
AND THE ORIGINAL PURCHASER HEREOF AND (B) THE STOCKHOLDERS AGREEMENT
DATED AS OF DECEMBER 10, 1999, BETWEEN THE COMPANY AND THE ORIGINAL
PURCHASER HEREOF, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO
TRANSFER SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH
RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH
CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT
CHARGE."
Whenever any shares of Voting Common Stock cease to be Restricted Securities and
are not otherwise restricted securities, the holder thereof will be entitled to
receive from the Company, without expense, upon surrender to the Company of the
certificate representing such shares of Voting Common Stock, a new certificate
representing such shares of Voting Common Stock of like tenor but not bearing a
legend of the character set forth above.
4B. Other Representations and Warranties of the Purchasers. The
Purchaser represents and warrants to and covenants and agrees with, the Company
that:
(i) the Purchaser has had an opportunity to ask questions and
receive answers concerning the terms and conditions of the securities purchased
hereunder and has had full access to such other information concerning the
Company as the Purchaser may have requested and that in making its decision to
invest in the securities being purchased hereunder it is not in any way relying
on the fact that any other person has decided to invest in the securities;
(ii) the Purchaser (a) is an "accredited investor" as defined in
Rule 501(a) under the Securities Act or (b) by reason of its business and
financial experience, and the business and financial experience of those
retained by it to advise it with respect to its investment in the securities
being purchased hereunder, it, together with such advisors, has such knowledge,
sophistication and experience in business and financial matters so as to be
capable of evaluating the merits and risks of its prospective investment in such
securities, is able to bear the economic risk of such investment and, at the
present time, is able to afford a complete loss of such investment; and
(iii) the Purchaser has all requisite power and authority to
enter into, deliver and consummate the transactions contemplated by this
Agreement (including the purchase of the securities to be purchased by the
Purchaser hereunder) and this Agreement has been duly authorized, executed and
delivered by the Purchaser and constitutes a valid and binding obligation of the
Purchaser enforceable in accordance with its terms (subject to the availability
of equitable remedies and to the laws of bankruptcy and other similar laws
affecting creditors' rights generally) and, as applicable, does not violate the
Purchaser's charter, by-laws or other organizational documents.
Section 5. Definitions.
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"Bylaws" means the Bylaws of the Company, as such Bylaws may be
modified, amended or amended and restated from time to time.
"Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization or a governmental entity or any
department, agency, or political subdivision thereof.
"Restricted Securities" means the Voting Common Stock issued
hereunder and any securities issued with respect to such Voting Common Stock by
way of any stock dividend or stock split, or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization. As to
any particular Restricted Securities, such securities will cease to be
Restricted Securities when they have (a) been effectively registered under the
Securities Act and disposed of in accordance with the registration statement
covering them, (b) become eligible for sale pursuant to Rule 144 (excluding Rule
144(k)) or Rule 144A of the Securities and Exchange Commission (or any similar
rule then in force), or (c) been otherwise transferred and new securities for
them not bearing the Securities Act Legend set forth in paragraph 5A have been
delivered by the Company in accordance with the second sentence of paragraph 2B.
"Rule 144" means Rule 144 promulgated by the Securities and
Exchange Commission under the Securities Act as such rule may be amended from
time to time, or any similar rule then in force.
"Rule 144A" means Rule 144A promulgated by the Securities and
Exchange Commission under the Securities Act as such rule may be amended from
time to time, or any similar rule then in force.
"Securities Act" means the Securities Act of 1933, as amended, or
any similar federal law then in force.
"Securities Exchange Act" means the Securities Exchange Act of
1934, as amended, or any similar federal law then in force.
"Securities and Exchange Commission" includes any governmental
body or agency succeeding to the functions thereof.
"Voting Common Stock" means the Company's Voting Common Stock,
par value $0.01 per share.
Section 6. Miscellaneous.
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6A. Amendments and Waivers. Except as otherwise provided herein,
any provision hereof may be amended or waived generally and the Company may take
any action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written consent of the
Purchaser. No course of dealing between the Company and any holder of Voting
Common Stock issued hereunder or any delay on the part of the Company or any
such holder in exercising any rights hereunder will operate as a waiver of any
rights of the Company or of any such holder.
6B. Survival of Representations and Warranties. All
representations and warranties contained herein or made in writing by any party
in connection herewith will survive the execution and delivery of this
Agreement, regardless of any investigation made by the Company or the Purchaser
or on its behalf.
6C. Successors and Assigns.
----------------------
(i) Except as otherwise expressly provided herein, all covenants
and agreements contained in this Agreement by or on behalf of any of the parties
hereto will bind and inure to the benefit of the respective successors and
assigns of such parties whether so expressed or not.
(ii) If a sale, transfer, assignment or other disposition of any
Voting Common Stock is made in accordance with the provisions of this Agreement
to any Person and such securities remain Restricted Securities immediately after
such disposition, such Person shall, at or prior to the time such securities are
acquired, execute a counterpart of this Agreement with such modifications
thereto as may be necessary to reflect such acquisition, and such other
documents as are necessary to confirm such Person's agreement to become a party
to, and to be bound by, all covenants, terms and conditions of this Agreement as
theretofore amended.
6D. Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable under any applicable law or rule in any jurisdiction,
such provision will be ineffective only to the extent of such invalidity,
illegality or unenforceability in such jurisdiction, without invalidating the
remainder of this Agreement in such jurisdiction or any provision hereof in any
other jurisdiction.
6E. Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together will constitute
one and the same Agreement.
6F. Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.
6G. Governing Law. All issues concerning the enforceability,
validity and binding effect of this Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without giving effect to
any choice of law or conflict of law provision or rule (whether of the State of
New York or any other jurisdiction) that would cause the application of the law
of any jurisdiction other than the State of New York.
6H. Notices. All notices, demands or other communications to be
given or delivered under or by reason of the provisions of this Agreement will
be in writing and shall be delivered personally or by telex or telecopy as
described below or by reputable over night courier, and shall be deemed given on
the date on which such delivery is made. If delivered by telex or telecopy such
notices or communications shall be confirmed by a registered or certified letter
(return receipt requested), postage prepaid.
* * * * *
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Management Stock Purchase Agreement as of the date first written above.
OUTSOURCING SOLUTIONS, INC.
By: /s/ Eric R. Fencl
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Its: Senior Vice President, General Counsel and Secretary
/s/ Timothy G. Beffa
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Timothy Beffa
<PAGE>
$999,500 April 19, 2000
NON-RECOURSE SECURED PROMISSORY NOTE
FOR VALUE RECEIVED, Timothy Beffa ("Maker"), hereby promises to pay to
the order of Outsourcing Solutions Inc., a Delaware corporation ("Payee"), at
such place as Payee shall designate to Maker from time to time in writing, the
principal sum of $999,500.00, on the terms and conditions set forth herein. This
Promissory Note shall bear interest (computed on the basis of a 360-day year,
counting the number of actual days elapsed) on the principal balance outstanding
from time to time from the date hereof at the rate of 6.71% percent per annum.
The principal balance of this Promissory Note and all accrued and unpaid
interest shall be paid on the seventh anniversary of the date hereof.
Maker may prepay all or any portion of the outstanding principal amount
of this Promissory Note, together with the full amount of any accrued interest
on this Promissory Note through the date of prepayment, at any time without
penalty or premium.
Notwithstanding the foregoing:
(a) The Payee may declare all or any portion of the outstanding
principal amount of this Note (together with all accrued interest hereon and all
other amounts due in connection herewith) immediately due and payable and may
demand immediate payment thereof upon the termination of Maker's employment with
Payee for any reason other than Maker's death, disability, or termination by the
Payee without cause (as defined in the Amended and Restated Employment
Agreement, dated as of June 4, 1999, by and between Payee and Maker); and
(b) Immediately upon receipt by Maker of proceeds of any sale of Pledged
Shares (as defined in the Management Stock Pledge Agreement, dated as of the
date hereof, between Payee and Maker), Maker shall prepay this Note in an amount
equal to such proceeds, with any such prepayment being applied first to any
accrued and unpaid interest on the Note.
Without affecting the liability of any maker, endorser, surety or
guarantor, Payee may, without notice, grant renewals or extensions, accept
partial payments, or agree not to sue any party liable on this Promissory Note.
Whenever possible, each provision of this Promissory Note shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Promissory Note shall be prohibited by or invalid
under such law, such provision shall be severable and be ineffective to the
extent of such prohibition or invalidity, without invalidating the remaining
provisions of this Promissory Note.
In the event Maker fails to pay any amounts due hereunder within 30 days
of the date when such amounts are due, Maker shall pay to the holder hereof, in
addition to such amounts due, all costs of collection, including reasonable
attorneys fees.
This Promissory Note shall be binding upon Maker and his successors and
assigns, and shall inure to the benefit of Payee and its successors and assigns.
Maker's rights, obligations and interests in and under this Promissory Note may
not be assigned, sold, transferred or conveyed without the prior written consent
of Payee in its sole discretion.
This Promissory Note and the rights of the parties hereunder shall be
governed by and construed in accordance with the internal laws of the State of
New York. This Note is secured by a pledge of certain shares of Voting Common
Stock of Outsourcing Solutions Inc. held by Maker pursuant to that certain
Management Stock Pledge Agreement dated as of the date hereof between Payee and
Maker. This Note is non-recourse to Maker and is recourse solely to the pledged
stock under such Pledge Agreement.
* * * * *
<PAGE>
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has
duly executed and delivered this Promissory Note on the date first set forth
above.
/s/ Timothy G. Beffa
--------------------------------
Timothy Beffa
<PAGE>
MANAGEMENT STOCK PLEDGE AGREEMENT
THIS MANAGEMENT STOCK PLEDGE AGREEMENT is made as of April 19, 2000
between Timothy Beffa ("Pledgor"), and Outsourcing Solutions Inc., a Delaware
corporation (the "Company").
The Company and Pledgor are parties to a Management Stock Purchase
Agreement dated as of the date hereof, pursuant to which Pledgor purchased
shares of the Company's Voting Common Stock, par value $0.01 per share (the
"Purchased Shares"). The Company has allowed Pledgor to purchase the Purchased
Shares by delivery to the Company of a promissory note (the "Note") in an
aggregate principal amount equal to the purchase price of the Purchased Shares.
This Pledge Agreement provides the terms and conditions upon which the Note is
secured by a pledge to the Company of the Purchased Shares and any other shares
of the capital stock of the Company hereafter acquired by Pledgor, including any
shares of capital stock acquired upon the exercise of any stock options
(collectively with the Purchased Shares, the "Pledged Shares").
NOW, THEREFORE, in consideration of the premises contained herein and
other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, and in order to induce the Company to accept the Note as
payment for the Purchased Shares, Pledgor and the Company hereby agree as
follows:
1. Pledge. Pledgor hereby pledges to the Company, and grants to the Company
a security interest in, the Pledged Shares as security for the prompt and
complete payment when due of the unpaid principal of and interest on the Note
and full payment and performance of the obligations and liabilities of Pledgor
hereunder.
2. Delivery of Pledged Shares. In the event that the certificates
representing the Pledged Shares are at any time delivered to Pledgor, Pledgor
shall immediately deliver to the Company the certificates representing the
Pledged Shares, together with duly executed forms of assignment sufficient to
transfer title thereto to the Company.
3. Voting Rights; Cash Dividends. Notwithstanding anything to the contrary
contained herein, during the term of this Pledge Agreement until such time as
there exists a default in the payment of principal or interest on the Note or
any other default under the Note or hereunder, Pledgor shall be entitled to all
voting rights with respect to the Pledged Shares and shall, subject to the terms
of the Note, be entitled to receive all cash dividends paid in respect of the
Pledged Shares. Upon the occurrence of and during the continuance of any such
default, Pledgor shall no longer be able to vote the Pledged Shares and the
Company shall retain all such cash dividends payable on the Pledged Shares as
additional security hereunder.
4. Stock Dividends; Distributions, etc. If, while this Pledge Agreement is
in effect, Pledgor becomes entitled to receive or receives any securities or
other property in addition to, in substitution of, or in exchange for any of the
Pledged Shares (whether as a distribution in connection with any
recapitalization, reorganization or reclassification, a stock dividend or
otherwise), Pledgor shall accept such securities or other property on behalf of
and for the benefit of the Company as additional security for Pledgor's
obligations under the Note and shall promptly deliver such additional security
to the Company together with duly executed forms of assignment, and such
additional security shall be deemed to be part of the Pledged Shares hereunder.
5. Default. If Pledgor defaults in the payment of the principal or interest
under the Note when it becomes due (whether upon demand, acceleration or
otherwise) or any other event of default under the Note or this Pledge Agreement
occurs (including the bankruptcy or insolvency of Pledgor), and such default is
not cured within thirty (30) days, the Company may exercise any and all the
rights, powers and remedies of any owner of the Pledged Shares (including the
right to vote the shares and receive dividends and distributions with respect to
such shares) and shall have and may exercise without demand any and all the
rights and remedies granted to a secured party upon default under the Uniform
Commercial Code of New York or otherwise available to the Company under
applicable law. Without limiting the foregoing, the Company is authorized to
sell, assign and deliver at its discretion, from time to time, all or any part
of the Pledged Shares at any private sale or public auction, on not less than
ten days written notice to Pledgor, at such price or prices as determined in
good faith by the Company's Board of Directors and upon such terms as the
Company may deem advisable. Pledgor shall have no right to redeem the Pledged
Shares after any such sale or assignment. At any such sale or auction, the
Company may bid for, and become the purchaser of, the whole or any part of the
Pledged Shares offered for sale. In case of any such sale, after deducting the
costs, attorneys' fees and other expenses of sale and delivery, the remaining
proceeds of such sale shall be applied to the principal of and accrued interest
on the Note; provided that after payment in full of the indebtedness evidenced
by the Note, the balance of the proceeds of sale then remaining shall be paid to
Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares
remaining in the hands of the Company. Pledgor shall not be liable for any
deficiency if the remaining proceeds are insufficient to pay the indebtedness
under the Note in full (including the fees of any attorneys employed by the
Company to collect such deficiency).
6. Costs and Attorneys' Fees. All costs and expenses (including reasonable
attorneys' fees) incurred in exercising any right, power or remedy conferred by
this Pledge Agreement or in the enforcement thereof, shall become part of the
indebtedness secured hereunder and shall be paid by Pledgor or repaid from the
proceeds of the sale of the Pledged Shares hereunder.
7. No Other Liens; No Sales or Transfers. Pledgor hereby represents and
warrants that he has good and valid title to all of the Pledged Shares, free and
clear of all liens, security interests and other encumbrances, other than those
imposed by that certain Stockholders Agreement, dated December 10, 1999, between
the Company and the stockholders of the Company, and Pledgor hereby covenants
that, until such time as all of the outstanding principal of and interest on the
Note has been repaid, Pledgor shall not (i) create, incur, assume or suffer to
exist any pledge, security interest, encumbrance, lien or charge of any kind
against the Pledged Shares or Pledgor's rights as a holder thereof, other than
pursuant to this Agreement, or (ii) sell or otherwise transfer any Pledged
Shares or any interest therein.
8. Further Assurances. Pledgor agrees that at any time and from time to
time upon the written request of the Company, Pledgor shall execute and deliver
such further documents (including UCC financing statements) and do such further
acts and things as the Company may reasonably request in order to effect the
purposes of this Pledge Agreement.
9. Severability. Any provision of this Pledge Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
10. No Waiver; Cumulative Remedies. The Company shall not by any act,
delay, omission or otherwise be deemed to have waived any of its rights or
remedies hereunder, and no waiver shall be valid unless in writing, signed by
the Company, and then only to the extent therein set forth. A waiver by the
Company of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Company would otherwise have
on any future occasion. No failure to exercise nor any delay in exercising on
the part of the Company, any right, power or privilege hereunder shall preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies herein provided are cumulative and may be
exercised singly or concurrently, and are not exclusive of any rights or
remedies provided by law.
11. Waivers, Amendments; Applicable Law. None of the terms or provisions of
this Pledge Agreement may be waived, altered, modified or amended except by an
instrument in writing, duly executed by the parties hereto. This Agreement and
all obligations of the Pledgor hereunder shall together with the rights and
remedies of the Company hereunder, inure to the benefit of the Company and its
successors and assigns. This Pledge Agreement shall be governed by, and be
construed and interpreted in accordance with, the laws of the State of New York.
* * * * *
<PAGE>
IN WITNESS WHEREOF, this Management Stock Pledge Agreement has been
executed as of the date first above written.
OUTSOURCING SOLUTIONS INC.
By: /s/ Eric R. Fencl
-----------------------------------------
Name: Eric Fencl
Its: Senior Vice President, General Counsel and Secretary
PLEDGOR:
/s/ Timothy G. Beffa
--------------------------------------------
Timothy Beffa
<PAGE>
STOCK POWER
FOR VALUE RECEIVED, Timothy Beffa ("Employee"), hereby sells, assigns
and transfers unto __________________________, _______ shares of the Voting
Common Stock, par value $0.01 per share, of Outsourcing Solutions Inc., a
Delaware corporation (the "Corporation"), standing in his/her name on the books
of the Corporation represented by certificate no. _____ herewith and do hereby
irrevocably constitute and appoint _________________________________ attorney to
transfer said stock on the books of the Corporation with full power of
substitution in the premises.
Dated:
-----------------------
/s/ Timothy G. Beffa
---------------------------------
Timothy Beffa
