EXHIBIT LIST ------------ Exhibit 2.1(d) - Form of Borrowing Base Certificate Exhibit 2.2 - Form of Letter of Credit Agreement Exhibit 5.1 - Borrower's States of Qualifications Exhibit 5.2 - Places of Business Exhibit 5.3 - Judgments, Proceedings,...Loan and Security Agreement • May 15th, 1998 • Telespectrum Worldwide Inc • Services-business services, nec • Pennsylvania
RECITALSCredit Agreement • August 20th, 2001 • Telespectrum Worldwide Inc • Services-business services, nec • New York
EXECUTION THIRD EXTENSION OF AMENDMENT NO. 6 & LIMITED WAIVER TO THE CREDIT AGREEMENTCredit Agreement • November 14th, 2000 • Telespectrum Worldwide Inc • Services-business services, nec
EXHIBIT 99.2 STOCKHOLDERS AGREEMENTStockholders Agreement • May 14th, 2002 • Telespectrum Worldwide Inc • Services-business services, nec • New York
BACKGROUNDAsset Purchase Agreement • August 14th, 1997 • Telespectrum Worldwide Inc • Services-business services, nec
Exhibit 10.2 AMENDMENT NO. 3 TO THE CREDIT AGREEMENTCredit Agreement • May 15th, 2000 • Telespectrum Worldwide Inc • Services-business services, nec • New York
EXECUTION EXTENSION OF AMENDMENT NO. 6 & LIMITED WAIVER TO THE CREDIT AGREEMENTTelespectrum Worldwide Inc • November 14th, 2000 • Services-business services, nec
RECITALSTelespectrum Worldwide Inc • February 26th, 2001 • Services-business services, nec
EXHIBIT 10.17 ----------------------------------------------------------------- --------------- ASSET PURCHASE AGREEMENT by and between TELESPECTRUM WORLDWIDE INC., (a Delaware corporation), FIRSTSERVICE CORPORATION, (an Ontario corporation), DDS...Asset Purchase Agreement • April 15th, 1998 • Telespectrum Worldwide Inc • Services-business services, nec • Pennsylvania
WARRANT TO PURCHASE COMMON STOCK OF E-SATISFY.COM INC.Telespectrum Worldwide Inc • November 14th, 2000 • Services-business services, nec • Delaware
AMENDMENT TO AGREEMENT AND PLAN OF MERGER ------------------------------------------Agreement and Plan of Merger • March 4th, 1999 • Telespectrum Worldwide Inc • Services-business services, nec • Delaware
BACKGROUNDSubscription Agreement • April 15th, 1998 • Telespectrum Worldwide Inc • Services-business services, nec • Pennsylvania
RECITALS --------Consulting Agreement • May 14th, 1997 • Telespectrum Worldwide Inc • Services-business services, nec • Pennsylvania
AmongCredit Agreement • August 5th, 1999 • Telespectrum Worldwide Inc • Services-business services, nec
RECITALS --------Employment Agreement • April 15th, 1998 • Telespectrum Worldwide Inc • Services-business services, nec
RECITALSEmployment Agreement • April 16th, 2001 • Telespectrum Worldwide Inc • Services-business services, nec
1 EXHIBIT 10.7 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION...Telespectrum Worldwide Inc • November 14th, 2000 • Services-business services, nec • Delaware
2 3 the Borrower to comply with the maximum Leverage Ratio set forth in Section 5.04(a)(ii) of the Credit Agreement solely for the fiscal quarter ending in September 2000, (3) the failure of the Borrower to comply with the minimum Fixed Charge...Credit Agreement • December 1st, 2000 • Telespectrum Worldwide Inc • Services-business services, nec • New York
RECITALS --------Employment Agreement • March 10th, 2000 • Telespectrum Worldwide Inc • Services-business services, nec
RECITALSCredit Agreement • September 25th, 2002 • Telespectrum Worldwide Inc • Services-business services, nec • New York
WARRANT TO PURCHASE COMMON STOCK OF E-SATISFY.COM INC.Purchase Agreement • November 14th, 2000 • Telespectrum Worldwide Inc • Services-business services, nec • Delaware
RECITALSEmployment Agreement • April 16th, 2001 • Telespectrum Worldwide Inc • Services-business services, nec
AMENDMENT NO. 4 TO THE CREDIT AGREEMENTCredit Agreement • May 15th, 2000 • Telespectrum Worldwide Inc • Services-business services, nec • New York
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • March 4th, 1999 • Telespectrum Worldwide Inc • Services-business services, nec • Delaware
BACKGROUND ----------Indemnification Agreement • August 18th, 1999 • Telespectrum Worldwide Inc • Services-business services, nec
2 3 5. Waiver by Holder. No waiver of any obligation of the Company under this Note shall be effective unless it is in a writing signed by the Holder. A waiver by the Holder of any right or remedy under this Note on any occasion shall not be a bar to...Telespectrum Worldwide Inc • November 14th, 2000 • Services-business services, nec • Delaware
EXHIBIT 99.3 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 29, 2002Credit Agreement • May 14th, 2002 • Telespectrum Worldwide Inc • Services-business services, nec • New York
RECITALSEmployment Agreement • April 16th, 2001 • Telespectrum Worldwide Inc • Services-business services, nec
EMPLOYMENT AGREEMENT -------------------- This Agreement is made as of this 27th day of April 2000 between TeleSpectrum Worldwide Inc., a Delaware corporation (the "Company"), and Vincent J. Ciavardini (the "Employee"). RECITALS -------- The Company...Employment Agreement • May 15th, 2000 • Telespectrum Worldwide Inc • Services-business services, nec
RECITALSEmployment Agreement • May 14th, 2002 • Telespectrum Worldwide Inc • Services-business services, nec
RECITALS --------Agreement • March 10th, 2000 • Telespectrum Worldwide Inc • Services-business services, nec
RECITALSCredit Agreement • November 14th, 2000 • Telespectrum Worldwide Inc • Services-business services, nec • New York
RECITALSEmployment Agreement • May 14th, 2002 • Telespectrum Worldwide Inc • Services-business services, nec
AMENDMENT NO. 1 TO ------------------ AGREEMENT AND PLAN OF MERGER AND REORGANIZATION ----------------------------------------------- This Amendment No. 1 to the Agreement and Plan of Merger and Reorganization (this "Amendment No. 1") is made and...Agreement and Plan of Merger • March 4th, 1999 • Telespectrum Worldwide Inc • Services-business services, nec
EXHIBIT 9.4 IDRC STOCKHOLDER SUPPORT AGREEMENT ----------------------------------Stockholder Support Agreement • January 26th, 1999 • Telespectrum Worldwide Inc • Services-business services, nec • Delaware
