AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LANGUAGE LINE COSTA RICA, LLCLimited Liability Company Agreement • September 2nd, 2004 • Language Line Costa Rica, LLC • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of June 11, 2004, of Language Line Panama, LLC, a Delaware limited liability company (the “Company”), is made by Language Line, LLC, a Delaware limited liability company, as sole Member (the “Member”).
Language Line, Inc., as Borrower, Language Line Holdings, Inc., The Subsidiary Guarantors Party Hereto and The Lenders Named HereinCredit Agreement • September 2nd, 2004 • Language Line Costa Rica, LLC • New York
CREDIT AGREEMENT, dated as of June 11, 2004, among Language Line, Inc., a Delaware corporation, as Borrower, Language Line Acquisition, Inc., to be renamed Language Line Holdings, Inc. immediately following the Merger (as defined herein) (“Holdings”), the Subsidiary Guarantors party hereto, the several lenders from time to time party hereto (the “Lenders”), Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Banc of America Securities LLC as Joint Lead Arrangers and Joint Book-Runners (together and in such capacity, the “Arrangers”), Bank of America, N.A. as Syndication Agent (in such capacity, the “Syndication Agent”), National City Bank, as Documentation Agent and Merrill Lynch Capital Corporation as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
INCENTIVE UNIT AGREEMENTIncentive Unit Agreement • September 2nd, 2004 • Language Line Costa Rica, LLC • Delaware
This INCENTIVE UNIT AGREEMENT (this “Agreement”) is made as of July 14, 2004 by and among Language Line Holdings, LLC, a Delaware limited liability company (the “Company”), and Jeanne Anderson (the “Holder”). Capitalized terms that are used and not defined elsewhere in this Agreement are defined in Section 10.
SECURITY AGREEMENT By LANGUAGE LINE, INC., as Borrower and LANGUAGE LINE HOLDINGS, INC. and THE SUBSIDIARY GUARANTORS PARTY HERETO and MERRILL LYNCH CAPITAL CORPORATION, as Administrative AgentSecurity Agreement • September 2nd, 2004 • Language Line Costa Rica, LLC
SECURITY AGREEMENT dated as of June 11, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, the “Agreement”) made by Language Line, Inc., a Delaware corporation (the “Borrower”), Language Line Holdings, Inc., a Delaware corporation (“Holdings”) and THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Subsidiary Guarantors”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Subsidiary Guarantors,” and together with the Original Subsidiary Guarantors and Holdings the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of Merrill Lynch Capital Corporation, in its capacity as Administrative Agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured
GUARANTEE Among Each Subsidiary Guarantor Party to the Credit Agreement in favor of Merrill Lynch Capital Corporation as Administrative AgentGuarantee • September 2nd, 2004 • Language Line Costa Rica, LLC • New York
THIS GUARANTEE (as amended, restated, supplemented or otherwise modified from time to time, (this “Guarantee”), dated as of June 11, 2004 by and among each Subsidiary Guarantor party to the Credit Agreement referred to below, in favor of Merrill Lynch Capital Corporation, in its capacity as Administrative Agent for the Lenders from time to time party to the Credit Agreement to guarantee the payment and performance of all of the Obligations of each Credit Party.
REGISTRATION RIGHTS AGREEMENT Dated as of June 11, 2004 by and among LANGUAGE LINE, INC. and THE GUARANTORS PARTY HERETO and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and BANC OF AMERICA SECURITIES LLC as Representatives...Registration Rights Agreement • September 2nd, 2004 • Language Line Costa Rica, LLC • New York
This Agreement is made pursuant to the Purchase Agreement dated as of June 3, 2004 by and among the Issuers and the Initial Purchasers (the “Purchase Agreement”), which provides for, among other things, the sale by the Company to the Initial Purchasers of an aggregate of $165,000,000 principal amount of the Company’s 11-1/8% Senior Subordinated Notes due 2012 (the “Notes”) which are to be unconditionally guaranteed on a senior subordinated basis (the “Guarantees”, and together with the Notes, the “Securities”) as described in the Purchase Agreement. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.
LANGUAGE LINE, INC. (a Delaware corporation) 11-1/8% Senior Subordinated Notes due 2012 PURCHASE AGREEMENTPurchase Agreement • September 2nd, 2004 • Language Line Costa Rica, LLC • New York
LANGUAGE LINE, INC., as Issuer THE GUARANTORS named herein and THE BANK OF NEW YORK, as TrusteeIndenture • September 2nd, 2004 • Language Line Costa Rica, LLC • New York
INDENTURE, dated as of June 11, 2004, among LANGUAGE LINE, INC., a Delaware corporation (the “Company”), the Guarantors (as hereinafter defined) and The Bank of New York, a New York banking corporation as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 2nd, 2004 • Language Line Costa Rica, LLC • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 11, 2004, by and among Language Line Holdings, LLC, a Delaware limited liability company (the “Company”), and the members of the Company signatory hereto or signatory to a joinder in the form attached hereto as Exhibit A (collectively, the “Investors”). Capitalized terms used herein but not otherwise defined in this Agreement are defined in Section 9.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 2nd, 2004 • Language Line Costa Rica, LLC • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of June 11, 2004 (the “Effective Date”) by and between Language Line, Inc., a Delaware corporation (the “Company”), and Dennis Dracup (“Executive”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG LANGUAGE LINE HOLDINGS, INC., LANGUAGE LINE ACQUISITION, INC., and LANGUAGE LINE, INC. DATED AS OF APRIL 14, 2004Merger Agreement • September 2nd, 2004 • Language Line Costa Rica, LLC • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into this 14th day of April 2004, by and among LANGUAGE LINE HOLDINGS, INC., a Delaware corporation (the “Company”), LANGUAGE LINE ACQUISITION, INC., a Delaware corporation (the “Acquiror”), and LANGUAGE LINE, INC., a Delaware corporation (the “Merger Sub”).
AMENDED AND RESTATED UNIT PLEDGE AGREEMENTUnit Pledge Agreement • September 2nd, 2004 • Language Line Costa Rica, LLC • California
THIS AMENDED AND RESTATED UNIT PLEDGE AGREEMENT (the “Agreement”) is made and entered into this 11th day of June 2004, by and between LANGUAGE LINE, INC., a Delaware corporation (“Secured Party”), and MATTHEW T. GIBBS, II and KATHY GIBBS (collectively, “Borrower”) and amends and restates the Stock Pledge Agreement dated 17 June 2002, (the “Prior Pledge”) by and between Language Line, LLC, a predecessor of the Secured Party (“Language Line”) and the Borrower, and the Prior Pledge is hereby amended and replaced in its entirety with this Agreement.
NONCOMPETITION AND NONSOLICITATION AGREEMENTNoncompetition and Nonsolicitation Agreement • September 2nd, 2004 • Language Line Costa Rica, LLC • Delaware
This NONCOMPETITION and NONSOLICITATION AGREEMENT (this “Agreement”), made as of the 11th day of June, 2004, by and among Language Line, Inc., a Delaware corporation (the “Company”), Language Line Acquisition, Inc., a Delaware corporation (the “Acquiror”), and Matthew Gibbs (“Seller”).
INVESTOR SECURITIES PURCHASE AGREEMENTInvestor Securities Purchase Agreement • November 12th, 2004 • Language Line Costa Rica, LLC • Communications services, nec • New York
This INVESTOR SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 11, 2004 by and among Language Line Holdings, LLC, a Delaware limited liability company (the “Company”), and the Persons listed on Schedule A attached hereto (collectively, the “Investors”). Capitalized terms used and not otherwise defined herein shall have the meanings given to those terms in Section 5 below.
Amendment to the Deed of Trust and Assignment of RentsAmendment to the Deed of Trust and Assignment of Rents • September 2nd, 2004 • Language Line Costa Rica, LLC
THIS AMENDMENT TO THE DEED OF TRUST AND ASSIGNMENT OF RENTS (the “Amendment”) is made and entered into this 11th day of June, 2004 by and between Dennis G. Dracup and Christine L. Dracup, husband and wife, as community property with right of survivorship, whose address is 25430 Via Cicindela, Carmel, CA 93923 (“Trustor”), in favor of Old Republic Title Company (“Republic”), as trustee, in trust for the benefit of Language Line, Inc., a Delaware corporation (“LL Inc.”), as successor in interest to Language Line, LLC, a Delaware limited liability company (“LLC”).
INCENTIVE UNIT AGREEMENTIncentive Unit Agreement • September 2nd, 2004 • Language Line Costa Rica, LLC • Delaware
This INCENTIVE UNIT AGREEMENT (this “Agreement”) is made as of June 11, 2004 by and among Language Line Holdings, LLC, a Delaware limited liability company (the “Company”), and Matthew Gibbs (“Executive”).
Trademark Security AgreementTrademark Security Agreement • September 2nd, 2004 • Language Line Costa Rica, LLC
Trademark Security Agreement, dated as of June 11, 2004, by Language Line, Inc. (the “Borrower”) and each Guarantor listed on Schedule II hereto (collectively, the “Original Guarantors,” together with the Borrower, the “Pledgors”), in favor of Merrill Lynch Capital Corporation, in its capacity as Administrative Agent pursuant to the Credit Agreement (in such capacity, the “Administrative Agent”).
FIRST SUPPLEMENTAL INDENTURE Dated as of June 11, 2004 to INDENTURE Dated as of June 11, 2004 among LANGUAGE LINE, INC., as Issuer, the Guarantors named therein, as Guarantors, and THE BANK OF NEW YORK, as TrusteeFirst Supplemental Indenture • September 2nd, 2004 • Language Line Costa Rica, LLC • New York
