CREDIT AGREEMENT Dated as of October 24, 2006 among WEST CORPORATION, as Borrower, THE LENDERS PARTY HERETO, LEHMAN COMMERCIAL PAPER INC., as Administrative Agent and Swing Line Lender, DEUTSCHE BANK SECURITIES INC. and BANK OF AMERICA, N.A., as...Credit Agreement • November 9th, 2006 • West Corp • Services-business services, nec • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 24, 2006, among WEST CORPORATION, a Delaware corporation (the “Borrower” or “West”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), LEHMAN COMMERCIAL PAPER INC., as Administrative Agent and Swing Line Lender, DEUTSCHE BANK SECURITIES INC. and BANK OF AMERICA, N.A., as Syndication Agents, and WACHOVIA BANK, NATIONAL ASSOCIATION and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents.
REGISTRATION RIGHTS AGREEMENT Dated as of October 24, 2006 Among WEST CORPORATION, THE GUARANTORS SIGNATORY HERETO and DEUTSCHE BANK SECURITIES INC., LEHMAN BROTHERS INC., BANC OF AMERICA SECURITIES LLC, WACHOVIA CAPITAL MARKETS, LLC and GE CAPITAL...Registration Rights Agreement • November 9th, 2006 • West Corp • Services-business services, nec • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of October 16, 2006 (the “Purchase Agreement”), by and among the Issuer and the Initial Purchasers, which provides for, among other things, the sale by the Issuer to the Initial Purchasers of $650,000,000 aggregate principal amount of the Issuer’s 91/2% Senior Notes due 2014 (the “Senior Notes”) and $450,000,000 aggregate principal amount of the Issuer’s 11% Senior Subordinated Notes due 2016 (the “Senior Subordinated Notes”). The Senior Subordinated Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among the Issuer, the Guarantors and The Bank of New York, as trustee (the “Trustee”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Issuer’s obligations under the Senior Subordinated Notes and the Indenture. References to the “Securities” shall
WEST CORPORATION Restricted Stock Award and Special Bonus AgreementRestricted Stock Award and Special Bonus Agreement • November 9th, 2006 • West Corp • Services-business services, nec
The undersigned Grantee (i) acknowledges receipt of an award (the “Award”) of restricted stock from West Corporation, a Delaware corporation (the “Company”), under the Company’s 2006 Executive Incentive Plan (the “Plan”), subject to the terms set forth below and in the Plan, a copy of which Plan, as in effect on the date hereof, is attached hereto as Exhibit A; and (ii) agrees with the Company as follows:
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT From WEST CORPORATION, as Trustor To CHICAGO TITLE INSURANCE COMPANY, as Trustee And LEHMAN COMMERCIAL PAPER INC., as Beneficiary Dated: October 24, 2006...Deed of Trust • November 9th, 2006 • West Corp • Services-business services, nec • New York
THIS INSTRUMENT IS TO BE INDEXED AS BOTH A DEED OF TRUST AND A FIXTURE FILING FILED AS A FINANCING STATEMENT dated as of October 24, 2006 (this “Deed Trust”), by WEST CORPORATION, a Delaware corporation, having an office at 11808 Miracle Hills Drive, Omaha, Nebraska 68154 (“Trustor”), to CHICAGO TITLE INSURANCE COMPANY, a Missouri corporation, as trustee (“Trustee”), whose address is 106 W. 11th Street, Kansas City, Missouri 64105, for the use and benefit of LEHMAN COMMERCIAL PAPER INC., having an office at 745 Seventh Avenue, New York, New York 10019 (“Beneficiary”) as Administrative Agent for the Secured Parties (as such terms are defined below) .
SUBSTITUTE OPTION CERTIFICATENonqualified Stock Option Agreement • November 9th, 2006 • West Corp • Services-business services, nec
This Option and any securities issued upon exercise of this Option are subject to restrictions on voting and transfer and requirements of sale and other provisions as set forth in the Stockholder Agreement among West Corporation and certain investors, dated as of October 24, 2006, as amended from time to time (the “Stockholder Agreement”) and the Registration Rights and Coordination Agreement referred to therein (the “Registration Rights and Coordination Agreement”). This Option and any securities issued upon exercise of this Option constitute an Option and Shares, respectively, as defined in the Stockholder Agreement.
REGISTRATION RIGHTS AND COORDINATION AGREEMENT among WEST CORPORATION, THL INVESTORS, QUADRANGLE INVESTORS OTHER INVESTORS, FOUNDERS AND MANAGERS NAMED HEREIN DATED AS OF OCTOBER 24, 2006Registration Rights and Coordination Agreement • November 9th, 2006 • West Corp • Services-business services, nec • Delaware
SECURITY AGREEMENT dated as of October 24, 2006 among WEST CORPORATION, THE OTHER GRANTORS IDENTIFIED HEREIN and LEHMAN COMMERCIAL PAPER INC., as Administrative AgentSecurity Agreement • November 9th, 2006 • West Corp • Services-business services, nec • New York
SECURITY AGREEMENT dated as of October 24, 2006 among WEST CORPORATION (the “Borrower”), the other Grantors identified herein and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent for the Secured Parties (as defined below) (in such capacity, the “Administrative Agent”).
West Corporation 11808 Miracle Hills Drive Omaha, Nebraska 68154 October 24, 2006Non-Competition Agreement • November 9th, 2006 • West Corp • Services-business services, nec
We refer to (i) the letter agreement dated May 31, 2006 between you and Omaha Acquisition Corp., a Delaware corporation (“Newco”), and (ii) Section 8.3(e) of the Agreement and Plan of Merger dated May 31, 2006 (“Merger Agreement”) by and among Newco and West Corporation, a Delaware corporation (the “Company”), both of which contemplate that you will enter into this agreement with respect to non-competition, non-solicitation, preservation of confidential information and other matters. Capitalized terms used and not otherwise defined herein are used in this letter agreement as defined in the Merger Agreement.
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of October 24, 2006 among WEST CORPORATION, THE OTHER GRANTORS IDENTIFIED HEREIN and LEHMAN COMMERCIAL PAPER INC., as Administrative AgentIntellectual Property Security Agreement • November 9th, 2006 • West Corp • Services-business services, nec • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of October 24, 2006, among WEST CORPORATION (the “Borrower”), the other Grantors identified herein and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent for the Secured Parties (as defined below) (in such capacity, the “Administrative Agent”).
West Corporation Stockholder Agreement among West Corporation, THL Investors, Quadrangle Investors Other Investors, Founders and Managers named herein Dated as of October 24, 2006Stockholder Agreement • November 9th, 2006 • West Corp • Services-business services, nec • Delaware
the Agreement and Plan of Merger, dated as of May 31, 2006, between Omaha Acquisition Corp. and the Company (the “Recapitalization Agreement”).
MANAGEMENT AGREEMENTManagement Agreement • November 9th, 2006 • West Corp • Services-business services, nec • New York
This Management Agreement (this “Agreement”) is entered into as of October 24, 2006 by and among (i) Omaha Acquisition Corp. (“Newco”), a Delaware corporation, (ii) West Corporation, a Delaware corporation (the “Company”), (iii) Quadrangle Advisors II LLC, a Delaware limited liability company (“Quadrangle”), and (iv) THL Managers VI, LLC, a Delaware limited liability company (“THL” and, together with Quadrangle, the “Managers”).
ROLLOVER AGREEMENTRollover Agreement • November 9th, 2006 • West Corp • Services-business services, nec • Delaware
This Rollover Agreement (this “Agreement”) is made as of , 2006 by and between West Corporation, a Delaware Corporation (the “Company”), and (the “Rolling Participant”).
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT From WEST TELEMARKETING, LP To LEHMAN COMMERCIAL PAPER INC. THE MAXIMUM PRINCIPAL INDEBTEDNESS WHICH MAY BE SECURED BY OR WHICH BY ANY CONTINGENCY MAY BE SECURED BY...Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement • November 9th, 2006 • West Corp • Services-business services, nec • New York
THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT dated as of October 24, 2006 (this “Mortgage”), by WEST TELEMARKETING, LP, a Delaware limited partnership, having an office at 11808 Miracle Hills Drive, Omaha, Nebraska (the “Mortgagor”), to LEHMAN COMMERCIAL PAPER INC., a Delaware corporation, having an office at 745 Seventh Avenue, New York, New York 10019 (the “Mortgagee”) as Administrative Agent for the Secured Parties (as such terms are defined below).
GUARANTEE AGREEMENT dated as of October 24, 2006, among THE GUARANTORS IDENTIFIED HEREIN and LEHMAN COMMERCIAL PAPER INC., as Administrative AgentGuarantee Agreement • November 9th, 2006 • West Corp • Services-business services, nec • New York
GUARANTEE AGREEMENT dated as of October 24, 2006 among the Guarantors identified herein and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent (in such capacity, the “Administrative Agent”).
OPTION CERTIFICATE Optionee:Stock Option Agreement • November 9th, 2006 • West Corp • Services-business services, nec
This Option and any securities issued upon exercise of this Option are subject to restrictions on voting and transfer and requirements of sale and other provisions as set forth in the Stockholder Agreement among West Corporation and certain investors, dated as of October 24, 2006, as amended from time to time (the “Stockholder Agreement”) and in the and Registration Rights and Coordination Agreement referred to therein (the “Registration Rights and Coordination Agreement”). This Option and any securities issued upon exercise of this Option constitute an Option and Shares, respectively, as defined in the Stockholder Agreement.
