REGISTRATION RIGHTS AGREEMENT by and among Aspect Software, Inc. and the Guarantors party hereto and Banc of America Securities LLC Dated as of May 7, 2010Registration Rights Agreement • December 2nd, 2010 • Concerto Software (Japan) Corp • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 7, 2010, by and among Aspect Software, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto (collectively, the “Guarantors”), and Banc of America Securities LLC, as representative (the “Representative”) of the several Initial Purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 10 5/8% Senior Second Lien Notes due 2017 (the “Initial Notes”), which are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
CREDIT AGREEMENT dated as of May 7, 2010, among ASPECT SOFTWARE PARENT, INC., ASPECT SOFTWARE INTERMEDIATE HOLDINGS LLC, ASPECT INTERNATIONAL LLC, ASPECT SOFTWARE, INC., as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as...Credit Agreement • December 2nd, 2010 • Concerto Software (Japan) Corp • New York
CREDIT AGREEMENT dated as of May 7, 2010 (this “Agreement”), among ASPECT SOFTWARE PARENT, INC., a Delaware corporation (“Parent”), ASPECT SOFTWARE INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Intermediate Holdings”), ASPECT INTERNATIONAL LLC, a Delaware limited liability company (“Holdings”), ASPECT SOFTWARE, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank, and JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., as Co-Syndication Agents.
Aspect Software, Inc. Chelmsford, MA 01824 EMPLOYMENT AGREEMENT AMENDMENTEmployment Agreement • December 2nd, 2010 • Concerto Software (Japan) Corp • Massachusetts
This letter agreement (the “Amendment”) shall supplement and amend the Employment Agreement (the “Employment Agreement”), dated as of August 12, 2008, between you (the “Executive”) and Aspect Software, Inc. (the “Company”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement. Except as modified by this Amendment, the Employment Agreement shall remain in full force and effect; provided, that in the event that any provision in this Amendment conflicts with the Employment Agreement or any other agreement, policy, plan or arrangement between the Executive and the Company, the terms of this Amendment shall govern.
EMPLOYMENT AGREEMENTEmployment Agreement • December 2nd, 2010 • Concerto Software (Japan) Corp • Massachusetts
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 12, 2008 (the “Effective Date”), between Aspect Software, Inc., a Delaware corporation (the “Company”), and David E. Reibel (“Employee”).
ASPECT SOFTWARE, INC. AND EACH OF THE GUARANTORS PARTY HERETO 10 5/8% SENIOR SECOND LIEN NOTES DUE 2017 INDENTURE Dated as of May 7, 2010 U.S. BANK NATIONAL ASSOCIATION as TrusteeIndenture • December 2nd, 2010 • Concerto Software (Japan) Corp • New York
INDENTURE dated as of May 7, 2010 among Aspect Software, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined) and U.S. Bank National Association, as trustee.
EMPLOYMENT AGREEMENTEmployment Agreement • December 2nd, 2010 • Concerto Software (Japan) Corp • Massachusetts
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of February 9, 2004, among Concerto Software, Inc., a Delaware corporation (“Concerto”), Melita International, Inc., a Delaware corporation (“Melita”, and together with Concerto, the “Company”), and James D. Foy (“Executive”). This Agreement shall only become effective (the “Effective Date”) upon the consummation of the transactions (the “Merger”) contemplated pursuant to that certain Agreement and Plan of Merger, dated as of October 7, 2003 (the “Merger Agreement”), by and among Concerto, Bach Merger Sub, Inc., a Delaware corporation, and Melita International Ltd., a Cayman Islands company. Following the consummation of the Merger, Concerto will be an indirect, wholly-owned subsidiary of Topco (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • December 2nd, 2010 • Concerto Software (Japan) Corp • Massachusetts
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November 23, 2010 (the “Effective Date”), between Aspect Software, Inc., a Delaware corporation (the “Company”), and Gwen Braygreen (“Employee”).
SHAREHOLDERS AGREEMENTShareholder Agreement • December 2nd, 2010 • Concerto Software (Japan) Corp
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made as of February 9, 2004, by and among New Melita Topco Ltd., a company organized under the laws of the Cayman Islands (the “Company”), the Persons listed on Schedule I attached hereto (as amended from time to time, the “Golden Gate Group”), the Persons listed on Schedule II attached hereto (as amended from time to time, the “Oak Group”) and the Persons listed on Schedule III attached hereto (as amended from time to time, the “Other Group”). The Golden Gate Group, the Oak Group and the Other Group are collectively referred to herein as the “Shareholders;” each of the Golden Gate Group, the Oak Group and the Other Group are sometimes referred to as a “Group;” and each member of each such Group as a “Shareholder.” Except as otherwise indicated herein, capitalized terms used herein are defined in Section 9 hereof.
JOINDER AND AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENT AND REGISTRATION AGREEMENTShareholders Agreement • December 2nd, 2010 • Concerto Software (Japan) Corp
THIS JOINDER AND AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENT AND REGISTRATION AGREEMENT (this “Amendment”) is made as of September 3, 2004, by and among Concerto Software Group Holdings Ltd. (f/k/a New Melita Topco Ltd.), a company organized under the laws of the Cayman Islands (the “Company”), the investment funds managed by Golden Gate Capital listed on the signature pages hereto and Rockwell Automation Holdings, Inc., a Delaware corporation (“Rockwell”).
Aspect Software, Inc. Chelmsford, MA 01824 EMPLOYMENT AGREEMENT AMENDMENTEmployment Agreement • December 2nd, 2010 • Concerto Software (Japan) Corp
This letter agreement (the “Amendment”) shall supplement and amend the Employment Agreement (the “Employment Agreement”), dated as of October 1, 2009, between you (the “Executive”) and Aspect Software, Inc. (the “Company”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement. Except as modified by this Amendment, the Employment Agreement shall remain in full force and effect; provided, that in the event that any provision in this Amendment conflicts with the Employment Agreement or any other agreement, policy, plan or arrangement between the Executive and the Company, the terms of this Amendment shall govern.
JOINDER AND AMENDMENT NO. 2 TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENT AND REGISTRATION AGREEMENTShareholders Agreement • December 2nd, 2010 • Concerto Software (Japan) Corp
THIS JOINDER AND AMENDMENT NO. 2 TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENT AND REGISTRATION AGREEMENT (this “Amendment”) is made as of September 22, 2005, by and among Aspect Software Group Holdings Ltd. (f/k/a Concerto Software Group Holdings Ltd.), a company organized under the laws of the Cayman Islands (the “Company”), the investment funds managed by Golden Gate Capital listed on the signature pages hereto and the investment funds managed by Oak Investment Partners listed on the signature pages hereto.
LIMITED LIABILITY COMPANY AGREEMENT OF DAVOX INTERNATIONAL HOLDINGS LLCLimited Liability Company Agreement • December 2nd, 2010 • Concerto Software (Japan) Corp • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Davox International Holdings LLC, a Delaware limited liability company (the “Company”), dated as of August 23, 2007, is entered into by Aspect Software, Inc., a Delaware corporation, as the sole member of the Company (the “Member”).
Aspect Software, Inc. Chelmsford, MA 01824 EMPLOYMENT AGREEMENT AMENDMENTEmployment Agreement • December 2nd, 2010 • Concerto Software (Japan) Corp
This letter agreement (the “Amendment”) shall supplement and amend the Employment Agreement (the “Employment Agreement”), dated as of July 14, 2008, between you (the “Executive”) and Aspect Software, Inc. (the “Company”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement. Except as modified by this Amendment, the Employment Agreement shall remain in full force and effect; provided, that in the event that any provision in this Amendment conflicts with the Employment Agreement or any other agreement, policy, plan or arrangement between the Executive and the Company, the terms of this Amendment shall govern.
AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • December 2nd, 2010 • Concerto Software (Japan) Corp • California
This Amended and Restated Advisory Agreement (this “Agreement”) is made and entered into as of September 22, 2005 (the “Effective Date”), by and among Aspect Software Group Holdings Ltd., a company organized under the laws of the Cayman Islands (f/k/a New Melita Topco Ltd.) (“Parent”), Aspect Software, Inc., a Delaware corporation (f/k/a Concerto Software, Inc.) (the “Company”), and GGC Administration, LLC, a Delaware limited liability company (“GGC”). This Agreement replaces that certain Advisory Agreement, dated as of February 9, 2004, by and among Parent, Bach Merger Sub, Inc., a Delaware corporation which was subsequently merged with and into the Company, and GGC (the “Prior Agreement”). Upon execution and delivery of this Agreement, the Prior Agreement shall automatically terminate and be of no further force and effect, and no party thereto shall have any further liability or obligation with respect thereto.
SHARE OPTION AGREEMENTShare Option Agreement • December 2nd, 2010 • Concerto Software (Japan) Corp
THIS SHARE OPTION AGREEMENT (this “Agreement”) is made and entered into as of , 2006, between Aspect Software Group Holdings Ltd., a company formed under the laws of the Cayman Islands (the “Company”), and [ ] (“Employee”).
SHARE OPTION AGREEMENTShare Option Agreement • December 2nd, 2010 • Concerto Software (Japan) Corp
THIS SHARE OPTION AGREEMENT (this “Agreement”) is made and entered into as of , 2004, between Concerto Software Group Holdings Ltd., a company formed under the laws of the Cayman Islands (the “Company”), and [ ] (“Employee”).
REGISTRATION AGREEMENTRegistration Agreement • December 2nd, 2010 • Concerto Software (Japan) Corp • California
THIS REGISTRATION AGREEMENT (this “Agreement”) is made and entered into as of February 9, 2004, by and among New Melita Topco Ltd., a company organized under the laws of the Cayman Islands (the “Company”), each of the Persons listed on Schedule I attached hereto (the “Golden Gate Shareholders”), each of the Persons listed on Schedule II attached hereto (the “Oak Shareholders”) and each of the Persons listed on Schedule III attached hereto (the “Other Shareholders”). The Golden Gate Shareholders, the Oak Shareholders and the Other Shareholders are collectively referred to herein as the “Shareholders,” and each as a “Shareholder.” Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 9 hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • December 2nd, 2010 • Concerto Software (Japan) Corp • Massachusetts
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2009 (the “Effective Date”), between Aspect Software, Inc., a Delaware corporation (the “Company”), and Laurie Cairns (“Employee”).
