FORM OFEmployment Agreement • November 24th, 1997 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography • New York
Exhibit 2.2 STOCK PURCHASE AGREEMENT ------------------------ STOCK PURCHASE AGREEMENT, dated as of May 12, 1999, by and between Compass International Services Corporation, a Delaware corporation (the "SELLER") and Swiss-Irish Enterprises, Inc., a...Stock Purchase Agreement • May 17th, 1999 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography • Delaware
FIRST AMENDMENT ---------------Credit Agreement • March 31st, 1999 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography
EXHIBIT 10.15 EMPLOYMENT AGREEMENT BY AND BETWEEN IMPACT TELEMARKETING GROUP, INC.Employment Agreement • April 13th, 1998 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography • New Jersey
FORM OFIndemnification Agreement • October 6th, 1997 • Compass International Services Corp • Delaware
ARTICLE III THE CLOSING AND CLOSING DATE.......................................................... 4 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS.................................................................. 4 4.1...Stock Purchase Agreement • November 12th, 1997 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography • Delaware
1 EXHIBIT 10.7 EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND JULIE S. SCHECHTER EMPLOYMENT AGREEMENT BY AND BETWEEN COMPASS INTERNATIONAL SERVICES CORPORATIONEmployment Agreement • March 31st, 1999 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography • New York
EXHIBIT 10.7 STOCKHOLDERS' AGREEMENT -----------------------Stockholders' Agreement • April 13th, 1998 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography • Delaware
FORM OFEmployment Agreement • November 24th, 1997 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography • New York
1 EXHIBIT 2.1 ============================================================== AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 17th, 1999 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography • Delaware
EXHIBIT 10.15 EMPLOYMENT AGREEMENT BY AND BETWEEN IMPACT TELEMARKETING GROUP, INC.Employment Agreement • November 12th, 1997 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography • New Jersey
EXHIBIT 10.1 FOURTH AMENDMENT THIS FOURTH AMENDMENT dated as of March 30, 1999 (this "Fourth Amendment") amends the Credit Agreement dated as of March 17, 1998 (as amended, the "Credit Agreement") among COMPASS INTERNATIONAL SERVICES CORPORATION (the...Credit Agreement • May 17th, 1999 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography • Illinois
Common StockUnderwriting Agreement • November 24th, 1997 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography • New York
ANDStock Purchase Agreement • November 12th, 1997 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography • Delaware
June 15, 1999Credit Agreement • August 13th, 1999 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography
RECITALSLease Agreement • March 31st, 1999 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography • Texas
BONUS AGREEMENT ---------------Bonus Agreement • April 13th, 1998 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography • Delaware
1 EXHIBIT 10.3 AGREEMENT AND RELEASE This Agreement and Release ("Agreement"), dated as of April 13, 1999 is between Leeds Hackett ("Hackett") and Compass International Services Corporation (the "Company"), a corporation organized under the laws of...Agreement and Release • May 17th, 1999 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography • New York
EXHIBIT 10.14 CREDIT AGREEMENT AMONG THE COMPANY AND VARIOUS FINANCIAL INSTITUTIONS. CREDIT AGREEMENT ---------------- DATED AS OF MARCH 17, 1998 --------------------------Credit Agreement • March 31st, 1999 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography • Illinois
1 EXHIBIT 10.4 AMENDMENT TO THE EMPLOYMENT AGREEMENT OF MICHAEL J. CUNNINGHAMEmployment Agreement • March 31st, 1999 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography
FORM OF SUPPLEMENTAL AGREEMENT This Supplemental Deferred Compensation Agreement ("Agreement") is made as of this ____ day of December, 1997 between Compass International Services Corporation ("Company") and __________________ ("Executive") (together...Supplemental Deferred Compensation Agreement • December 12th, 1997 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography • New York
Compass International Services Corporation One Penn Plaza Suite 4430 New York, New York 10119 March 4, 1998Stock Purchase Agreement • April 13th, 1998 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography
You are an officer of the undersigned (the "Company"). Pursuant to that certain letter agreement, dated as of April 28, 1997 with BGL Capital Partners, L.L.C., you subscribed for and purchased 2,250 shares of common stock of the Company, par value $.01 per share (the "Shares"), at a purchase price of $10.00 per share (the "Purchase Price").
EXHIBIT 10.6 AMENDMENT TO EMPLOYMENT AGREEMENT OF MAHMUD HAQEmployment Agreement • March 31st, 1999 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography
EXHIBIT 10.7 STOCKHOLDERS' AGREEMENT ----------------------- THIS STOCKHOLDERS' AGREEMENT (the "Agreement") is made as of ___________ 1997, by and among BGL Capital Partners, L.L.C. ("BGL"), Michael J. Cunningham, Mahmud U. Haq and Richard A. Alston,...Stockholders' Agreement • November 12th, 1997 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography • Delaware
1 EXHIBIT 10.17 THIRD AMENDMENT TO THE CREDIT AGREEMENTCredit Agreement • March 31st, 1999 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography
August 12, 1999 Compass International Services Corporation 1 Penn Plaza, Suite 4430 New York, New York 10119 Ladies and Gentlemen: Please refer to the Credit Agreement dated as of March 17, 1998 (the "Credit Agreement") among Compass International...Credit Agreement Waiver • August 13th, 1999 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography
March 8, 1999 Mr. Leeds Hackett Re: Employment Agreement Dear Leeds: As we have discussed, you have indicated your desire to leave the Company after the consummation of a transaction (if any) with a prospective purchaser. In light of these plans, I...Employment Agreement • May 17th, 1999 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography
Exhibit 10.17 PROCESSING AGREEMENT This Agreement, dated August 29, 1996, between The Mail Box, Inc. with its principal place of business at 3700 Pipestone Rd., Dallas, TX 75212 ("The Mail Box") and VarTec Telecom, Inc., with its principal place of...Processing Agreement • December 8th, 1997 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography • Texas
May 12, 1999Stock Purchase Agreement • May 17th, 1999 • Compass International Services Corp • Services-mailing, reproduction, commercial art & photography
