Standard Contracts
BC LUXCO 1 S.A. and the Guarantors party hereto from time to time 7.375% SENIOR SECURED NOTES DUE 2020 INDENTURE Dated as of January 29, 2013 Citibank, N.A., London Branch as Trustee and Principal Paying Agent, Citibank Global Markets Deutschland AG...Indenture • July 1st, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • New York
INDENTURE dated as of January 29, 2013 among BC Luxco 1 S.A., a société anonyme organized under the laws of Grand Duchy of Luxembourg (“Luxembourg”) whose registered office is located at 9A, rue Gabriel Lippmann, L-5365 Munsbach, and registered with the Luxembourg Register of Commerce and Companies (“R.C.S. Luxembourg”) under number B 170 329 (the “Company”), the Guarantors (as defined herein), Citibank, N.A., London Branch, as Trustee and Paying Agent, Citigroup Global Markets Deutschland AG as Registrar and Citibank, N.A., London Branch, as Collateral Agent.
ATENTO LUXCO 1, as the Company, the GUARANTORS party hereto from time to time AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee AND WILMINGTON TRUST (LONDON) LIMITED, in its capacity as Security Agent under the Intercreditor Agreement, as...Indenture • February 10th, 2021 • Atento S.A. • Telephone communications (no radiotelephone) • New York
INDENTURE dated as of February 10, 2021, among Atento Luxco 1, a public limited liability company (“société anonyme”) incorporated under the laws of the Grand Duchy of Luxembourg (the “Company”), the Initial Guarantors party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”) and WILMINGTON TRUST (LONDON) LIMITED, a limited company incorporated under the laws of England, as security agent (the “Security Agent”).
] Shares ATENTO S.A. ORDINARY SHARES (NO NOMINAL VALUE PER ORDINARY SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Itaú BBA USA Securities, Inc. (together with Morgan Stanley and Credit Suisse, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Atento S.A., a corporation (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of [ ] ordinary shares, par value €[ ] per ordinary share (the “Shares”), of (the “Common Stock”).
12,295,082 Shares ATENTO S.A. ORDINARY SHARES (NO NOMINAL VALUE PER ORDINARY SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • November 14th, 2017 • Atento S.A. • Telephone communications (no radiotelephone) • New York
The shareholder of ATENTO S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Lou Hemmer, L-1748 Luxembourg Findel, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B 185761 (the “Company”) named in Schedule I hereto (the “Selling Shareholder”) proposes to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), an aggregate of 12,295,082 ordinary shares (no nominal value per ordinary share) of the Company (the “Firm Shares”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 26th, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • Luxembourg
This Indemnification Agreement (this “Agreement”) is made as of [ ], 2014 by and between Atento S.A., a société anonyme incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Lou Hemmer, L-1748 Luxembourg and being registered with the Luxembourg Trade and Companies’ Register under number B 185.761 (the “Company”), in its own name and on behalf of its direct and indirect subsidiaries, and [ ], an individual (“Indemnitee”).
SUBSCRIPTION AND SECURITYHOLDER’S AGREEMENTSubscription and Securityholder’s Agreement • July 1st, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • England
THIS SUBSCRIPTION AND SECURITYHOLDER’S AGREEMENT (this “Agreement”) is made as of 4 December 2012, by and among BC Luxco Topco, a société en commandite par actions organized under the laws of the Grand Duchy of Luxembourg having its registered office at 9A, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (the “Company”), BC Luxco, a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg having its registered office at 9A, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register under number B-172209 (the “Lux Sarl”) and each of the Investors. The Lux Sarl, the Company and the Investors are the “Parties” and each a “Party” to this Agreement.
Atento Luxco 1 S.A. Further Issuance of 6.125% Senior Secured Notes due 2022 Purchase AgreementPurchase Agreement • March 28th, 2019 • Atento S.A. • Telephone communications (no radiotelephone) • New York
Atento Luxco 1 S.A., a société anonyme organized under the laws of the Grand Duchy of Luxembourg registered with the Luxembourg Trade and Companies Register under number B 170329, having its registered office at 4 rue Lou Hemmer, L-1748 Luxembourg-Findel (the “Company”), proposes, subject to the terms and conditions stated in this agreement (the “Agreement”), to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”) an additional U.S.$100,000,000 principal amount of 6.125% Senior Secured Notes due 2022 of the Company (the “Securities”), which are guaranteed on a senior basis (the “Guarantees”) by the guarantors set forth on Schedule IV hereto (the “Guarantors”). The Securities will be additional securities issued pursuant to the indenture, dated as of August 10, 2017, as amended and supplemented by the first supplemental indenture dated as of September 5, 2017, the “Indenture”), by and among the Company, the Guarantors, Wilmington Trust, National Association, as
TIME RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE ATENTO S.A. 2014 OMNIBUS INCENTIVE PLANTime Restricted Stock Unit Agreement • September 12th, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • Luxembourg
THIS TIME RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Atento S.A., a corporation incorporated and existing in the Grand Duchy of Luxembourg(the “Company”), and the Participant specified above, pursuant to the Atento S.A. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Board; and
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2015 • Atento S.A. • Telephone communications (no radiotelephone) • New York
REGISTRATION RIGHTS AGREEMENT, dated as of October 6, 2014, by and among Atento S.A. (the “Company”), Atalaya Luxco Pikco S.C.A. (“PikCo”), each of the Persons listed on the signature pages attached hereto (the “Other Investors”) and each other Person who executes a joinder hereto (collectively with PikCo and the Other Investors, the “Holders,” and each a “Holder”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in Section 1.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • July 1st, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • England and Wales
This Management Services Agreement (this “Agreement”) is made and entered into as of 12 December 2012, by Global Chaucer, S.L.U. a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain (the “Advisor”), B.C. Atalaya Mexholdco, S. de R.L. de C.V. a company duly organised under the laws of the United Mexican States (“Mexican Holdco”), Global Laurentia, S.L.U. a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain (“Holdco 2”), Global Kiowa, S.L.U. a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain (“Holdco 5”) and Global Benoni, S.L.U. a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain (“Holdco 6”), (Mexican Holdco, Holdco 2, Holdco 5, Holdco 6 each and collectively the “Recipient”). Certain defined terms that are used but not otherwise defined herein have the meanings given to such terms in Section 12. This Agreemen
CONSULTING SERVICES AND INFORMATION RIGHTS AGREEMENTConsulting Services and Information Rights Agreement • March 31st, 2015 • Atento S.A. • Telephone communications (no radiotelephone) • England
This Consulting Services and Information Rights Agreement (this “Agreement”) is made and entered into as of October 7, 2014 by and between Atento S.A., a société anonyme incorporated and existing under the laws of the Grand Duchy of Luxembourg (the “Company”) on the one hand, and Bain Capital, Ltd. and Portfolio Company Advisors Ltd, each a limited liability company incorporated under the laws of England and Wales (and its successors and assigns) (the “Consultants”), on the other hand.
DATED 12 DECEMBER 2012 VENDOR LOAN AGREEMENT KIRKLAND & ELLIS INTERNATIONAL LLP London EC3A 8AF Tel: +44 (0) 20 7469-2000 Fax: +44 (0) 20 7469-2001Vendor Loan Agreement • July 1st, 2014 • Atento S.A. • Telephone communications (no radiotelephone)
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • July 1st, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • England and Wales
This Consulting Services Agreement (this “Agreement”) is made and entered into as of 12 December 2012 by and amongst Portfolio Company Advisors, Ltd, an English private limited company, (“PCAL”), Bain Capital Partners, LLC, a Delaware limited liability company (“Bain”), (PCAL, Bain each an “Advisor”, and together the “Advisors”), and Global Chaucer, S.L.U. a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain (the “Company”). Certain defined terms that are used but not otherwise defined herein have the meanings given to such terms in Section 12. This Agreement shall become effective (the “Effective Date”) upon the closing of the transactions contemplated by the Acquisition Agreement.
MASTER SERVICES AGREEMENT between BC LUXCO 1 and TELEFÓNICA S.A. Dated as of 11 December, 2012Master Services Agreement • July 1st, 2014 • Atento S.A. • Telephone communications (no radiotelephone)
NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth herein, the Parties, intending to be legally bound hereby, agree as follows:
TRANSACTION SERVICES AGREEMENTTransaction Services Agreement • July 1st, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • England and Wales
This Transaction Services Agreement (this “Agreement”) is made and entered into as of 12 December 2012, by and between by and between Global Chaucer, S.L.U. a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain (the “Company”), Bain Capital Partners, LLC, a Delaware limited liability company (the “Advisor”). Certain defined terms that are used but not otherwise defined herein have the meanings given to such terms in Section 8. This Agreement shall become effective (the “Effective Date”) upon the closing of the transactions contemplated by the Acquisition Agreement.
SALE AND PURCHASE AGREEMENT By and Between Telefónica, S.A. and The BuyersSale and Purchase Agreement • July 1st, 2014 • Atento S.A. • Telephone communications (no radiotelephone)
Telefónica, S.A. (the “Seller”), a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain, with Spanish Tax Identification Number (CIF) A-28.015.865 and registered office in Calle Gran Via, no. 28, Madrid, represented by Mr. Angel Vilã Boix, of age, duly empowered to act by virtue of the Board of Directors meeting held on 26 September 2012;
TIME RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE ATENTO S.A. 2014 OMNIBUS INCENTIVE PLANTime Restricted Stock Unit Agreement • September 26th, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • Luxembourg
THIS TIME RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Atento S.A., a corporation incorporated and existing in the Grand Duchy of Luxembourg(the “Company”), and the Participant specified above, pursuant to the Atento S.A. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Board; and
Atento reaches agreement with certain key stakeholdersFinancing Agreement • June 26th, 2023 • Atento S.A. • Telephone communications (no radiotelephone)
· Atento agrees to term sheet with certain major financial stakeholders for at least $30 million of new financing in the near term and pathway to restructuring support agreement
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 12th, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • Luxembourg
This Indemnification Agreement (this “Agreement”) is made as of [ ], 2014 by and between Atento S.A., a société anonyme incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Lou Hemmer, L-1748 Luxembourg and being registered with the Luxembourg Trade and Companies’ Register under number B 185.761 (the “Company”), in its own name and on behalf of its direct and indirect subsidiaries, and [ ], an individual (“Indemnitee”).
Atento Signs Strategic Agreement with T-Systems on the Provision of Data Center Services in BrazilStrategic Agreement • September 26th, 2018 • Atento S.A. • Telephone communications (no radiotelephone)
· The agreement includes a long-term contract for T-Systems to manage Atento’s data center operations in Brazil during the next 10 years
PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE ATENTO S.A. 2014 OMNIBUS INCENTIVE PLANPerformance Restricted Stock Unit Agreement • September 12th, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • Luxembourg
THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Atento S.A., a corporation incorporated and existing in the Grand Duchy of Luxembourg (the “Company”), and the Participant specified above, pursuant to the Atento S.A. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Board; and
Atento – Super Senior Revolving Credit Facilities Agreement dated 28 January 2013 (the “Facilities Agreement”)Accession Deed • March 31st, 2015 • Atento S.A. • Telephone communications (no radiotelephone)
PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE ATENTO S.A. 2014 OMNIBUS INCENTIVE PLANPerformance Restricted Stock Unit Agreement • September 26th, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • Luxembourg
THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Atento S.A., a corporation incorporated and existing in the Grand Duchy of Luxembourg (the “Company”), and the Participant specified above, pursuant to the Atento S.A. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Board; and
AGREEMENT FOR GRANTING A COMMON REVOLVING CREDIT LINERevolving Credit Agreement • September 19th, 2017 • Atento S.A. • Telephone communications (no radiotelephone) • New York
This Agreement for Granting a Common Revolving Credit Line (“Agreement”) is executed on September 14, 2017 (“Execution Date”) by and between:
EXTRACT OF SIDE LETTER TO THE NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 23rd, 2023 • Atento S.A. • Telephone communications (no radiotelephone)
Below is an extract of a Side Letter to the Note Purchase Agreement dated 15 February 2023 and entered into among Atento Luxco 1 (the “Company”) and Aquiline Credit Opportunities Fund L.P., Intrepid Income Fund, Intrepid Capital Fund and GLG Partners Limited (acting in its capacity as general partner of GLG Partners LP, acting in its capacity as investment manager or sub-investment manager of certain funds) (the “New Note Purchasers”).
SUPPLEMENTAL INDENTURESupplemental Indenture • March 31st, 2015 • Atento S.A. • Telephone communications (no radiotelephone) • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 2, 2015, among Atalaya Luxco Midco S.à r.l. (“Midco”), Atento S.A. (“Parent” and, together with Midco, the “New Guarantors”), Atento Luxco 1 S.A. (f/k/a BC Luxco 1 S.A.), a société anonyme organized under the laws of the Grand Duchy of Luxembourg (the “Company”), each other existing Guarantor under the Indenture referred to below and Citibank, N.A., London Branch, as trustee under the Indenture referred to below (the “Trustee”).
DATE: 28 JANUARY 2013 SUPER SENIOR REVOLVING CREDIT FACILITIES AGREEMENT relating to MULTI-CURRENCY REVOLVING FACILITIES BC LUXCO 1 S.A. arranged by BANCO SANTANDER, S.A., BANCO SANTANDER (MEXICO), S.A. INSTITUCION DE BANCA MÚLTIPLE, GRUPO FINANCIERO...Super Senior Revolving Credit Facilities Agreement • July 1st, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • New York
AMENDMENT AGREEMENT No. 2Amendment Agreement • November 10th, 2016 • Atento S.A. • Telephone communications (no radiotelephone)
This AMENDMENT AGREEMENT No.2 (this “Amendment Agreement No.2”), dated 8th November 2016, is entered into by and between ATENTO LUXCO 1, S.A. (formerly BC Luxco 1, S.A.), a société anonyme organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, Rue Lou Hemmer, L-1748, Luxembourg – Findel, registered with the Luxembourg trade and companies register under the number B 170 329 (the “Provider”) and TELEFONICA, S.A., a company duly incorporated and in existence in accordance with the laws of Spain, with Spanish Tax Identification Number (CIF) A-28015865 and registered office in Calle Gran Vía nº 28, 28013 Madrid (Madrid), Spain.
AMENDMENT AGREEMENTAmendment Agreement • July 1st, 2014 • Atento S.A. • Telephone communications (no radiotelephone)
The entities listed under (1) to (10) above shall hereinafter collectively be referred to as the “Parties” and individually as a “Party”.
