LOAN AND SECURITY AGREEMENT by and among AEGIS COMMUNICATIONS GROUP, INC. and EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, INC. as the Arranger and...Loan and Security Agreement • April 2nd, 2004 • Aegis Communications Group Inc • Services-business services, nec • New York
COPYRIGHT COLLATERAL ASSIGNMENT AND SECURITY AGREEMENTCollateral Assignment and Security Agreement • April 2nd, 2004 • Aegis Communications Group Inc • Services-business services, nec • New York
THIS AGREEMENT ("Agreement"), dated January 26, 2004, is by and between AEGIS COMMUNICATIONS GROUP, INC., a corporation with its chief executive office at 7880 Bent Branch Drive, Suite 150, Irving, Texas 75063 ("Parent"), and each of Parent's subsidiaries identified on the signature pages hereof (such subsidiaries, together with Parent, hereinafter referred to individually as a "Debtor" and individually and collectively, jointly and severally, as "Debtors") and WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (as defined below), having an office at One Boston Place, 18th Floor, Boston, Massachusetts 02108 (in such capacity, "Secured Party").
SUBSIDIARY GUARANTY Dated as of November 5, 2003 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE NOTEHOLDERS REFERRED TO IN THE GUARANTEED NOTES REFERRED TO HEREINAegis Communications Group Inc • April 2nd, 2004 • Services-business services, nec • New York
SUBSIDIARY GUARANTY dated as of November 5, 2003 made by the Persons listed on the signature pages hereof under the caption "Subsidiary Guarantors" and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the "Guarantors" and, individually, each a "Guarantor") in favor of the holders of each of the Guaranteed Notes referred to below (the "Guaranteed Noteholders" and, together with the administrative agents and, if applicable, collateral agents, referred to in each such Guaranteed Note, the "Guaranteed Noteholder Parties").
COPYRIGHT COLLATERAL ASSIGNMENT AND SECURITY AGREEMENTCollateral Assignment and Security Agreement • April 2nd, 2004 • Aegis Communications Group Inc • Services-business services, nec • New York
THIS AGREEMENT ("Agreement"), dated as of January 26, 2004, is by and between AEGIS COMMUNICATIONS GROUP, INC., a corporation with its chief executive office at 7880 Bent Branch Drive, Suite 150, Irving, Texas 75063 ("Parent"), and each of Parent's subsidiaries identified on the signature pages hereof (such subsidiaries, together with Parent, hereinafter referred to individually as a "Debtor" and individually and collectively, jointly and severally, as "Debtors") and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Collateral Trustee for the Noteholders (as defined below), having an office at 1100 North Market Street, Rodney Square North, Wilmington, DE 19896 (in such capacity, "Secured Party").
COLLATERAL TRUSTEE AGREEMENTTrustee Agreement • April 2nd, 2004 • Aegis Communications Group Inc • Services-business services, nec • New York
COLLATERAL TRUSTEE AGREEMENT (as amended and modified from time to time, this "Agreement") dated as of January 26, 2004, among AEGIS COMMUNICATIONS GROUP, INC., a Delaware corporation ("Aegis"), as issuer of the Notes under the Note Purchase Agreement referred to below, each of the subsidiaries of Aegis listed on the signature pages hereof or that become a party hereto pursuant to Section 5.10, as guarantors under the Subsidiary Guaranty referred to below, Deutsche Bank AG-London acting through DB, LLC and Essar Gobal Limited ("Essar"), each as original noteholder and administrative agent under the applicable Note referred to below (each, an "Administrative Agent") and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Collateral Trustee (in such capacity, the "Collateral Trustee").
TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENTCollateral Assignment and Security Agreement • April 2nd, 2004 • Aegis Communications Group Inc • Services-business services, nec • New York
THIS AGREEMENT ("Agreement"), dated as of January 26, 2004, is by and between AEGIS COMMUNICATIONS GROUP, INC., a corporation with its chief executive office at 7880 Bent Branch Drive, Suite 150, Irving, Texas 75063 ("Parent"), and each of Parent's subsidiaries identified on the signature pages hereof (such subsidiaries, together with Parent, hereinafter referred to individually as a "Debtor" and individually and collectively, jointly and severally, as "Debtors") and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Collateral Trustee for the Noteholders (as defined below), having an office at 1100 North Market Street, Rodney Square North, Wilmington, DE 19896 (in such capacity, "Secured Party").
STOCK PLEDGE AGREEMENTStock Pledge Agreement • April 2nd, 2004 • Aegis Communications Group Inc • Services-business services, nec • New York
THIS STOCK PLEDGE AGREEMENT ("Pledge Agreement"), dated January 26, 2004, is by AEGIS COMMUNICATIONS GROUP, INC., a Delaware corporation ("Parent"), with its chief executive office at 7880 Bent Branch Drive, Suite 150, Irving, Texas 75063 and certain of its subsidiaries signatory hereto (collectively, with Parent, "Pledgors" and each individually a "Pledgor") to and in favor of WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (as defined below), having an office at One Boston Place, 18th floor, Boston, Massachusetts 02108 ("Agent") and the Lenders from time to time party to the Loan Agreement referred to below ("Lenders" and together with Agent, collectively "Pledgee"). All capitalized terms used herein and not defined shall have the meanings given to them in the Loan Agreement (as defined below).
AMENDMENT NUMBER 1 TO AND WAIVER AND CONSENT UNDER LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 2nd, 2004 • Aegis Communications Group Inc • Services-business services, nec • New York
THIS AMENDMENT NUMBER 1 TO AND WAIVER AND CONSENT UNDER LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of March 30, 2004, is entered into by AEGIS COMMUNICATIONS GROUP, INC., a Delaware corporation ("Parent"), and each of Parent's Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a "Borrower", and individually and collectively, jointly and severally, as "Borrowers"), WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, "Agent"), and the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), in light of the following:
GENERAL SECURITY AGREEMENTGeneral Security Agreement • April 2nd, 2004 • Aegis Communications Group Inc • Services-business services, nec • New York
This General Security Agreement (this "Agreement"), dated as of January 26, 2004 is entered into by and among Aegis Communication Group, Inc., a Delaware corporation, with its chief executive office at 7880 Bent Branch Drive, Suite 150, Irving, Texas 75063, individually (in such capacity, "Parent") and as administrative agent (in such capacity, the "Administrative Obligor") for the Obligors (as defined below) and certain of Parent's subsidiaries signatory hereto (collectively, with Parent, the "Obligors") in favor of Wilmington Trust Company, a Delaware banking corporation, as agent for the Investors (as defined below):
AMENDMENT NO. 1 TO SUBSIDIARY GUARANTYAegis Communications Group Inc • April 2nd, 2004 • Services-business services, nec • New York
AMENDMENT NO. 1 TO SUBSIDIARY GUARANTY (this "Amendment") among Advanced Telemarketing Corporation, LEXI International, Inc., IQI, Inc., Interserv Services Corporation, (collectively, the "Guarantors" and individually, a "Guarantor"), Deutsche Bank AG London, acting through DB Advisors, LLC ("DB"), Essar Global Limited ("Essar" and together with DB, the "Administrative Agents" and together with their respective successors and assigns as to the Notes referred to below, the "Noteholders") and Wilmington Trust Company, as Collateral Trustee.
