WARRANT AGREEMENTWarrant Agreement • October 5th, 2007 • Global BPO Services Corp • Blank checks • New York
This Warrant Agreement is made as of [ ], 2007, between Global BPO Services Corp., a Delaware corporation, with offices at 177 Beacon Street, Unit 4 Boston, MA 02116 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
35,937,500 Units GLOBAL BPO SERVICES CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2007 • Global BPO Services Corp • Blank checks • New York
Global BPO Services Corp., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of thirty-one million two hundred fifty thousand (31,250,000) units of the Company (the “Firm Units”), with each unit consisting of one share of the Company’s common stock, $0.001 par value per share (the “Common Stock”), and one warrant (collectively, the “Warrants”) to purchase one share of Common Stock. The respective amounts of Firm Units to be so purchased by the each of the several Underwriters are set forth opposite their respective names in Schedule I hereto. The Company also proposes to sell, at the Underwriters’ option (“Over-allotment Option”), an aggregate of up to four million six hundred eighty-seven thousand five hundred (4,687,500) additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are pro
Stream Global Services, Inc. fully and unconditionally guaranteed as to the payment of principal, premium, if any, interest and special interest, if any, by the Guarantors listed on the signature pages hereto Exchange and Registration Rights AgreementStream Global Services, Inc. • October 5th, 2009 • Services-help supply services • New York
Stream Global Services, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $200,000,000 in aggregate principal amount of its 11.25% Senior Secured Notes due 2014, which are fully and unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Exchange and Registration Rights AgreementStream Global Services, Inc. • March 13th, 2013 • Services-help supply services • New York
Wells Fargo Securities, LLC Merrill Lynch, Pierce Fenner & Smith Incorporated RBC Capital Markets, LLC c/o Morgan Stanley & Co. LLC 1585 Broad Street New York, New York 10036
EMPLOYMENT AGREEMENTEmployment Agreement • April 22nd, 2013 • Stream Global Services, Inc. • Services-help supply services • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made as of April 22, 2013, is entered into by STREAM GLOBAL SERVICES, INC., a Delaware corporation (the “Company”), and Michael Henricks (the “Executive”).
STOCKHOLDERS AGREEMENT by and among STREAM GLOBAL SERVICES, INC., ARES CORPORATE OPPORTUNITIES FUND II, L.P., EGS DUTCHCO, B.V., NEWBRIDGE INTERNATIONAL INVESTMENT LTD., MR. R. SCOTT MURRAY and TRILLIUM CAPITAL LLC Dated as of October 1, 2009Stockholders Agreement • October 5th, 2009 • Stream Global Services, Inc. • Services-help supply services • Delaware
Therefore, the parties hereto hereby agree that the Stockholders Agreement dated as of August 14, 2009 by and among the Company, Ares, PEP, Ayala, Mr. Murray and Trillium is hereby amended and restated in its entirety to read as follows:
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 2009 • Stream Global Services, Inc. • Services-help supply services • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of August 14, 2009, among Stream Global Services, Inc., a Delaware corporation (the “Company”), Ares Corporate Opportunities Fund II, L.P. (“Ares”), NewBridge International Investment Ltd., a British Virgin Islands company (“Ayala”), EGS Dutchco B.V., a corporation organized under the laws of the Netherlands (“PEP” and together with Ares and Ayala, the “Investors”), Mr. R. Scott Murray, a resident of Wellesley, Massachusetts (“Mr. Murray”), and the stockholders of the Company listed on Schedule 1 hereto (collectively, the “Founders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2007 • Global BPO Services Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ] 2007, by and among Global BPO Services Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
COLLATERAL TRUST AGREEMENT dated as of October 1, 2009 among STREAM GLOBAL SERVICES, INC., as Issuer the Guarantors from time to time party hereto, Wells Fargo Bank, National Association, as Trustee under the Indenture, the other Secured Debt...Collateral Trust Agreement • October 5th, 2009 • Stream Global Services, Inc. • Services-help supply services • New York
This Collateral Trust Agreement (this “Agreement”) is dated as of October 1, 2009 and is by and among Stream Global Services, Inc., a Delaware corporation (“Stream”), the Guarantors from time to time party hereto, Wells Fargo Bank, National Association, as trustee (in such capacity and together with its successors in such capacity, the “Trustee”), the other Secured Debt Representatives from time to time party hereto, and Wilmington Trust FSB, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).
STREAM GLOBAL SERVICES, INC. Nonstatutory Stock Option Agreement Granted Under 2008 Stock Incentive PlanStream Global Services, Inc. • August 4th, 2008 • Services-help supply services
STREAM GLOBAL SERVICES, INC. Form of Nonstatutory Stock Option Agreement Granted Under 2008 Stock Incentive PlanStream Global Services, Inc. • November 6th, 2009 • Services-help supply services
ContractStream Global Services, Inc. • November 13th, 2009 • Services-help supply services
Stream Global Services, Inc., a Delaware corporation (the “Company”), and you hereby agree to amend the employment agreement dated as of July 16, 2008, as amended on December 29, 2008 and May 6, 2009, by and between the Company and you (the “Agreement”), as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 12th, 2007 • Global BPO Services Corp • Blank checks • New York
This Agreement is made as of [ ], 2007 by and between Global BPO Services Corp., with its principal executive offices at 177 Beacon Street, Unit 4, Boston, Massachusetts 02116 (the “Company”) and Continental Stock Transfer & Trust Company, with its principal executive offices at 17 Battery Place, New York, New York 10004 (the “Trustee”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 2nd, 2013 • Stream Global Services, Inc. • Services-help supply services • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 1, 2009 by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC (formerly known as Wells Fargo Foothill, LLC), a Delaware limited liability company (“WFF”), as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), WFF and GOLDMAN SACHS LENDING PARTNERS LLC, as co-arrangers (the “Arrangers”), Stream Global Services, Inc., a Delaware corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent and any other Person that becomes a Borrower pursuant to Section 3.8 hereof, are referred to hereinafter each individually as a “Borrower,” and individually and collectively, join
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 6th, 2011 • Stream Global Services, Inc. • Services-help supply services • Delaware
SECURITIES PURCHASE AGREEMENT, dated as of June 3, 2011 (this “Agreement”), is made by and among Trillium Capital LLC, a Delaware limited liability company (“Trillium”), R. Scott Murray (“Murray” and, together with Trillium, “Sellers”), and Stream Global Services, Inc., a Delaware corporation (the “Company”).
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of October 1, 2009, among WELLS FARGO FOOTHILL, LLC, as ABL Agent, WILMINGTON TRUST FSB, as Noteholder Collateral Trustee, STREAM GLOBAL SERVICES, INC. as Parent and the Subsidiaries of Parent...Intercreditor Agreement • October 5th, 2009 • Stream Global Services, Inc. • Services-help supply services • New York
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of October 1, 2009 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as agent for the ABL Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Original ABL Agent”), WILMINGTON TRUST FSB, as Collateral Trustee for the Priority Lien Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Noteholder Collateral Trustee”) pursuant to the Collateral Trust Agreement dated as of the date hereof among the grantors party thereto and the Noteholder Collateral Trustee, STREAM GLOBAL SERVICES, INC., a Delaware corporation (“Stream”) and the subsidiaries of Stream named herein.
FIFTH AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT), STEEL CITY CAPITAL FUNDING, LLC (AS TERM B LENDER AND AS TERM B AGENT) PNC CAPITAL MARKETS LLC (AS LEAD ARRANGER)...Security Agreement • January 12th, 2009 • Stream Global Services, Inc. • Services-help supply services • New York
Fifth Amended and Restated Revolving Credit, Term Loan and Security Agreement (this “Agreement”) dated as of January 8, 2009 by and among STREAM HOLDINGS CORPORATION, a Delaware corporation (“SHC”), STREAM FLORIDA INC., a Delaware corporation and a wholly-owned Subsidiary of SHC (“SFI”), STREAM INTERNATIONAL INC., a Delaware corporation and a wholly-owned Subsidiary of SHC (“Stream”), STREAM NEW YORK INC. a Delaware corporation and a wholly-owned Subsidiary of SHC (“SNY”) and STREAM INTERNATIONAL EUROPE B.V., a company organized under the laws of the Netherlands and a wholly-owned Subsidiary of Stream (“Stream BV”), (SFI, Stream, SNY and Stream BV, each a “US Borrower” and collectively the “US Borrowers”), STREAM INTERNATIONAL CANADA INC., a company organized under the laws of Ontario and a Subsidiary of Stream (“Stream Canada”), STREAM INTERNATIONAL SERVICE EUROPE B.V., a company organized under the laws of the Netherlands and a wholly-owned Subsidiary of Stream International (Bermuda
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • March 6th, 2009 • Stream Global Services, Inc. • Services-help supply services
This Subordination and Intercreditor Agreement (this “Agreement”) dated as of March 2, 2009 among PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Revolving Lenders (as defined below) (PNC, in such capacity, “Agent”), STEEL CITY CAPITAL FUNDING, LLC, as agent for Term B Lenders (as defined below) (in such capacity, “Term B Agent”), ARES CORPORATE OPPORTUNITIES FUND II, L.P., a Delaware limited partnership (“Ares II LP” or “Subordinated Lender”), and each of STREAM HOLDINGS CORPORATION, a Delaware corporation (“SHC”), STREAM FLORIDA INC., a Delaware corporation and a wholly-owned Subsidiary of SHC (“SFI”), STREAM INTERNATIONAL INC., a Delaware corporation and a wholly-owned Subsidiary of SHC (“Stream”), STREAM NEW YORK INC. a Delaware corporation and a wholly-owned Subsidiary of SHC (“SNY”) and STREAM INTERNATIONAL EUROPE B.V., a company organized under the laws of the Netherlands and a wholly-owned Subsidiary of Stream (“Stream BV”), STREAM INTERNATIONAL CANADA INC., a company orga
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG GLOBAL BPO SERVICES CORP. RIVER ACQUISITION SUBSIDIARY CORP. AND STREAM HOLDINGS CORPORATION DATED AS OF JUNE 2, 2008Agreement and Plan of Merger • June 5th, 2008 • Global BPO Services Corp • Services-help supply services • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (together with all schedules and exhibits hereto, this “Agreement”) is dated as of June 2, 2008 by and among GLOBAL BPO SERVICES CORP., a Delaware corporation (the “Parent”), RIVER ACQUISITION SUBSIDIARY CORP., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Merger Subsidiary”), and STREAM HOLDINGS CORPORATION, a Delaware corporation (“Holdings” and together with all of its Subsidiaries, the “Company”). Terms used herein and not otherwise defined shall have the meanings set forth in Section 1.1 hereof.
STOCKHOLDER’S AGREEMENTStockholder’s Agreement • August 7th, 2008 • Stream Global Services, Inc. • Services-help supply services • Delaware
This Stockholder’s Agreement (this “Agreement”) is made into and entered into as of August 7, 2008, by and among Stream Global Services, Inc., a Delaware corporation (the “Company”) and the persons listed on the signature pages attached hereto (each a “Stockholder” and collectively, the “Stockholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2009 • Stream Global Services, Inc. • Services-help supply services • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made as of the 7th day of August, 2008, is entered into by STREAM GLOBAL SERVICES, INC., a Delaware corporation, with its headquarters at 125 High Street, Boston, Massachusetts (the “Company”), and Robert Dechant (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2008 • Stream Global Services, Inc. • Services-help supply services • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 7, 2008, among Stream Global Services, Inc., a Delaware corporation (the “Company”), Ares Corporate Opportunities Fund II, L.P. (the “Purchaser”) and the stockholders of the Company listed on Schedule 1 hereto (the “Founders”).
Dated 19 February 2013 THE SELLERS THE MINORITY SELLERS SGS NETHERLANDS INVESTMENT CORPORATION B.V.Agreement • February 22nd, 2013 • Stream Global Services, Inc. • Services-help supply services • England and Wales
Stream Global Services, Inc. Letterhead]Stream Global Services, Inc. • February 26th, 2013 • Services-help supply services
On behalf of Stream Global Services, Inc. (“Stream” or the “Company”), it is my pleasure to extend an offer to you for the position of Vice President, Revenue with a start date of Monday, March 7, 2011. In this position, your direct manager will initially be Dennis Lacey, Executive Vice President & Chief Financial Officer. Your position will be based in Minnesota.
AMENDMENT NO. 2 TO PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • July 22nd, 2008 • Global BPO Services Corp • Services-help supply services • Delaware
This AMENDMENT NO. 2 TO PREFERRED STOCK PURCHASE AGREEMENT dated as of July 17, 2008, by and between Global BPO Services Corp., a Delaware corporation (the “Company”) and Ares Corporate Opportunities Fund II, L.P., a Delaware limited partnership (“Purchaser”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Purchase Agreement.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • August 23rd, 2007 • Global BPO Services Corp • Blank checks • New York
This SECURITIES ESCROW AGREEMENT is made as of , 2007 (the “Agreement”), by and among Global BPO Services Corp., a Delaware corporation (the “Company”), the undersigned parties listed under Founding Stockholders on the signature pages hereto (collectively, the “Founding Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
ContractStream Global Services, Inc. • November 13th, 2009 • Services-help supply services
Stream Global Services, Inc., a Delaware corporation (the “Company”), and you hereby agree to amend the employment agreement dated as of July 15, 2008, as amended on December 29, 2008, and May 6, 2009, by and between the Company and you (the “Agreement”), as follows:
December 29, 2008Stream Global Services, Inc. • March 17th, 2009 • Services-help supply services
To ensure compliance with Section 409A of the Internal Revenue Code of 1986, as amended, Stream Global Services, Inc., a Delaware corporation (the “Company”), and you hereby agree to amend the employment agreement dated as of August 7, 2008 by and between the Company and you (the “Agreement”) as follows:
SECURITY AGREEMENTSecurity Agreement • October 5th, 2009 • Stream Global Services, Inc. • Services-help supply services • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of October 1, 2009, among the Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, individually a “Grantor,” and collectively, the “Grantors”), and WILMINGTON TRUST FSB (“WTFSB”), in its capacity as the collateral trustee (in such capacity, together with its successors and assigns in such capacity, “Collateral Trustee”) for the Secured Parties (as defined herein).
SHARE EXCHANGE AGREEMENT AMONG STREAM GLOBAL SERVICES, INC., EGS CORP., EGS DUTCHCO B.V. AND NEWBRIDGE INTERNATIONAL INVESTMENT LTD. Dated as of August 14, 2009Share Exchange Agreement • August 20th, 2009 • Stream Global Services, Inc. • Services-help supply services • Delaware
Share Exchange Agreement (the “Agreement”) made as of the 14th day of August, 2009 by and among Stream Global Services, Inc., a Delaware corporation with its principal office at 20 William Street, Wellesley, Massachusetts 02481 (“Stream”), EGS Corp., a Philippine corporation with its principal office at 33/F Tower One, Ayala Triangle, Ayala Avenue, Makati City, Metro Manila, Philippines 1226 (the “Company”), EGS Dutchco B.V., a corporation organized under the laws of the Netherlands, with its principal office at Fred Roeskestraat 123, 1076 EE, Amsterdam, The Netherlands (“EGS Dutchco”), NewBridge International Investment Ltd., a British Virgin Islands company with its registered office at P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Island (“NewBridge” and, collectively, with EGS Dutchco, the “Stockholders”).
ContractStream Global Services, Inc. • March 17th, 2009 • Services-help supply services
To ensure compliance with Section 409A of the Internal Revenue Code of 1986, as amended, Stream Global Services, Inc., a Delaware corporation (the “Company”), and you hereby agree to amend the employment agreement dated as of July 15, 2008 by and between the Company and you (the “Agreement”) as follows:
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 1st, 2011 • Stream Global Services, Inc. • Services-help supply services • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 1, 2011, is entered into by and among WELLS FARGO CAPITAL FINANCE, LLC, formerly known as Wells Fargo Foothill, LLC, in its capacity as agent for the Lenders and Bank Product Providers (in such capacity “Agent”), STREAM GLOBAL SERVICES, INC., a Delaware corporation (“Parent”), and each of Parent’s Subsidiaries signatory hereto (such Subsidiaries, together with Parent, each individually a “Loan Party,” and individually and collectively, jointly and severally, the “Loan Parties”). Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.
December 29, 2008Stream Global Services, Inc. • March 17th, 2009 • Services-help supply services
To ensure compliance with Section 409A of the Internal Revenue Code of 1986, as amended, Stream Global Services, Inc., a Delaware corporation (the “Company”), and you hereby agree to amend the employment agreement dated as of July 16, 2008 by and between the Company and you (the “Agreement”) as follows:
ARES CORPORATE OPPORTUNITIES FUND II, L.P. August 14, 2009Stream Global Services, Inc. • August 20th, 2009 • Services-help supply services • Delaware
FIRST AMENDMENT TO UNIT PURCHASE OPTIONUnit Purchase Option • June 5th, 2008 • Global BPO Services Corp • Services-help supply services
This Amendment Agreement (this “Agreement”) is entered into with respect to the Unit Purchase Option for the purchase of 1,562,500 Units of Global BPO Services Corp., (the “Company”) dated October 23, 2007 (the “Purchase Option”), by and between Global BPO Services Corp., and Deutsche Bank Securities Inc. (“Deutsche Bank”), on behalf of Robert W. Baird & Co. (“Baird”) or either of their designees (together with Deutsche Bank and Baird, the “Holders”). Capitalized terms herein not otherwise defined herein shall have the meanings ascribed to them in the Purchase Option.
