SECURITY AGREEMENTSecurity Agreement • November 17th, 2005 • Evolving Systems Inc • Services-computer programming services • New York
This SECURITY AGREEMENT (this “Security Agreement”), dated as of November 14, 2005, is by and among the GRANTORS listed on the signature pages hereto and such PERSONS that hereafter become parties to this Security Agreement (each a “Grantor” and collectively, the “Grantors”) and CAPITALSOURCE FINANCE LLC, in its capacity as Agent for the Lender Parties defined below (in such capacity, “Agent”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
GUARANTYGuaranty • November 17th, 2005 • Evolving Systems Inc • Services-computer programming services • New York
Pursuant to the Revolving Facility Agreement (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Loan Agreement”), dated as of November 14, 2005 among CapitalSource Finance LLC, as Agent (“Agent”), CSE Finance, Inc. and the other Lenders from time to time a party thereto, Evolving Systems Ltd., a company incorporated under the laws of England & Wales with registration number 2325854 (“Borrower”) and Evolving Systems Holdings Ltd., a company incorporated under the laws of England & Wales with registration number 5272751 (“U.K. Guarantor,” and, together with Borrower, individually a “Credit Party” and collectively, the “Credit Parties”), the Lenders have agreed to make available to Borrower a Revolving Facility and other advances (collectively, the “Loans”). As a condition to Lenders entering into the Loan Agreement and funding the Loans, the Lenders are requiring that the above-referenced Guarantors
ContractSubordination Agreement • November 17th, 2005 • Evolving Systems Inc • Services-computer programming services • Delaware
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, THE “SUBORDINATION AGREEMENT”), DATED AS OF NOVEMBER 14, 2005, AMONG EVOLVING SYSTEMS, INC., A DELAWARE CORPORATION, THE OTHER OBLIGORS (AS DEFINED THEREIN), THE JUNIOR CREDITORS (AS DEFINED THEREIN) AND CAPITALSOURCE FINANCE LLC, AS AGENT FOR THE LENDERS FROM TIME TO TIME A PARTY TO THE CREDIT AGREEMENTS (AS DEFINED THEREIN), ALL AS MORE PARTICULARLY DESCRIBED IN THE SUBORDINATION AGREEMENT, AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
PLEDGE AGREEMENTPledge Agreement • November 17th, 2005 • Evolving Systems Inc • Services-computer programming services • Maryland
THIS PLEDGE AGREEMENT (the “Agreement”) is entered into as of this 14th day of November, 2005, by and between CAPITALSOURCE FINANCE LLC, a Delaware limited liability company, as administrative agent and collateral agent for the Lenders defined below (in such capacities, “Agent” or “Secured Party”) under the Loan Agreement (as defined below), and EVOLVING SYSTEMS, INC., a Delaware corporation (“Pledgor”).
CREDIT AGREEMENT amongCredit Agreement • November 17th, 2005 • Evolving Systems Inc • Services-computer programming services • Maryland
This CREDIT AGREEMENT (this “Agreement”), dated as of November 14, 2005, is entered into by and among, (i) Evolving Systems, Inc. (“Evolving Systems”), a Delaware corporation and Telecom Software Enterprises, LLC, a Colorado limited liability company (together with Evolving Systems each a “Borrower”); (ii) Evolving Systems Holdings, Inc., a Delaware corporation (“Intermediate Holdco”), as a Guarantor and additional Credit Party; (iii) CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (in its individual capacity, “CapitalSource”), as administrative and payment agent for the Lenders (CapitalSource, in such capacity, “Agent”); and (iv) the LENDERS from time to time parties hereto.
REVOLVING FACILITY AGREEMENT among EVOLVING SYSTEMS, LTD. as Borrower and a Credit Party EVOLVING SYSTEMS HOLDINGS, LTD. EVOLVING SYSTEMS, INC. TELECOM SOFTWARE ENTERPRISES, LLC EVOLVING SYSTEMS HOLDINGS, INC as a Credit Party and CSE FINANCE, INC as...Revolving Facility Agreement • November 17th, 2005 • Evolving Systems Inc • Services-computer programming services
This REVOLVING FACILITY AGREEMENT (this “Agreement”), dated as of November 14, 2005, is entered into by and among EVOLVING SYSTEMS LTD., a company incorporated under the laws of England & Wales with registration number 2325854 (“Borrower”); EVOLVING SYSTEMS HOLDINGS LTD., a company incorporated under the laws of England & Wales with registration number 5272751 (a “UK Guarantor”), EVOLVING SYSTEMS, INC., a Delaware Corporation, TELECOM SOFTWARE ENTERPRISES, LLC, a Colorado limited liability company and EVOLVING SYSTEMS HOLDINGS, Inc., a Delaware Corporation as Credit Parties; CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (in its individual capacity, “CapitalSource”), as administrative, payment and collateral agent for the Lenders (CapitalSource, in such capacities, “Agent”); CSE FINANCE INC as a Lender, a Delaware corporation (“CSE Finance”); and the Lenders from time to time parties hereto.
SUBORDINATION AGREEMENTSubordination Agreement • November 17th, 2005 • Evolving Systems Inc • Services-computer programming services • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”) is made as of November 14, 2005 by and among (i) each of the parties a signatory hereto as junior creditors (each individually and all collectively, together with their successors and assigns and all other holders of Junior Debt, the “Junior Creditors”); (ii) EVOLVING SYSTEMS, INC., a Delaware corporation, (“ESI”), and the other US Obligors on the signature page hereto; and (iii) CAPITALSOURCE FINANCE LLC, a Delaware limited liability company, as agent for the lenders from time to time parties to the Credit Agreements described below (the Agent and such lenders, together with their successors and assigns and all other holders of Senior Debt, collectively being referred to as the “Senior Creditors”).
