0001104659-04-025437 Sample Contracts

WAIVER AND CONSENT UNDER AMENDED AND RESTATED SECURED PROMISSORY NOTES
Waiver and Consent Under Amended and Restated Secured Promissory Notes • August 24th, 2004 • Aegis Communications Group Inc • Services-business services, nec

THIS WAIVER UNDER AMENDED AND RESTATED SECURED PROMISSORY NOTES (this “Waiver”), dated as of August 23, 2004, is entered into by AEGIS COMMUNICATIONS GROUP, INC., a Delaware corporation (“Aegis”), Deutsche Bank AG—London, acting through DB Advisors LLC, as Investment Advisor (“Deutsche Bank”), and Essar Global Limited (“Essar”) (Deutsche Bank and Essar, 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:

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AMENDMENT NUMBER 3 TO AND WAIVER UNDER LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 24th, 2004 • Aegis Communications Group Inc • Services-business services, nec • New York

THIS AMENDMENT NUMBER 3 TO AND WAIVER UNDER LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 23, 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:

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