GUARANTEEGuarantee • November 5th, 2007 • Charys Holding Co Inc • Services-personal services • New York
THIS GUARANTEE (this “Guarantee”), dated as of April 5, 2007, made by each of the undersigned guarantors (together with any other entity that may become an additional guarantor hereunder, the “Guarantors”), in favor of the Holders (the “Holders”) of Senior Secured Convertible Notes of Charys Holding Company, Inc., a Delaware corporation (the “Company”), which notes have been amended and restated as of the date hereof (such notes, as amended and restated, the “Notes”), and Imperium Advisers, LLC, as the Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the respective meanings specified in the Amendment Agreement (as defined below).
AMENDMENT AGREEMENTAmendment Agreement • November 5th, 2007 • Charys Holding Co Inc • Services-personal services • New York
AMENDMENT AGREEMENT (this “Agreement”), dated as of April 5, 2007, by and between Charys Holding Company, Inc., a Delaware corporation (the “Company”), and the Holders named on the Schedule of Holders attached hereto (each, a “Holder” and collectively, the “Holders”).
CONSENT AND AMENDMENT TO INDENTUREIndenture • November 5th, 2007 • Charys Holding Co Inc • Services-personal services • New York
THIS CONSENT AND AMENDMENT TO INDENTURE (this “Amendment”) is entered into as of July ___, 2007, by and among CHARYS HOLDING COMPANY, INC., a Delaware Corporation (the “Company”), the GUARANTORS as defined herein (the “Guarantors”), THE BANK OF NEW YORK CORPORATE TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”), and the HOLDERS of the 8.75% Senior Convertible Notes due 2012 described below (the “Holders”).
CHARYS HOLDING COMPANY, INC. Atlanta, Georgia 3033 Telephone (678) 443 2300 Facsimile (678) 443 2320 June 25, 2007 DEPOSITARY AGREEMENTDepositary Agreement • November 5th, 2007 • Charys Holding Co Inc • Services-personal services • New York
Charys Holding Company, Inc., a Delaware corporation (the “Company”), pursuant to that certain Consent Solicitation Statement (the “Statement”) with respect to Solicitation of Consents to Consent and Amendment to Indenture described in Attachment 1 hereto with respect to that certain Consent and Amendment attached thereto as Attachment A (the “Consents”), is soliciting consents from each holder (each a “Holder” and collectively the “Holders”) of those certain $175,000,000 principal amount of 8.75% Senior Convertible Notes due 2012 and $26,250,000 principal amount of 8.75% Senior Convertible Notes due 2012 (such Senior Convertible Notes being hereinafter defined as the “Notes”) issued pursuant to those certain Indentures dated February 16, 2007 and March 8, 2007 (both of such Indentures being collectively referred to as the “Indenture”). In addition to the Statement, there is an accompanying Consent and Letter of Transmittal (the “Consent and Letter of Transmittal”) as described in Atta
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 5th, 2007 • Charys Holding Co Inc • Services-personal services • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 5, 2007, is by and among Charys Holding Company, Inc., a Delaware corporation (the “Company”), and the undersigned holders.
AMENDMENT #4 TO AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTESenior Secured Convertible Note • November 5th, 2007 • Charys Holding Co Inc • Services-personal services • New York
This Amendment #4 to Amended and Restated Senior Secured Convertible Note (this “Amendment”) is dated as of July 28, 2007 by and between Charys Holding Company, Inc., a Delaware corporation (the “Company”), and Imperium Master Fund, Ltd., (the “Investor”) and is made with reference to that certain Amended and Restated Senior Secured Convertible Note issued by the Company to the Investor as of April 5, 2007 (the “Note”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Note.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • November 5th, 2007 • Charys Holding Co Inc • Services-personal services
THIS FIRST AMENDMENT TO LEASE AGREEMENT {this "Amendment") is made as of this 30th day of August, 2006 (the "Date of Amendment") by and between CRP HOLDINGS V, L.P., a Delaware limited partnership ("Landlord"), and CHARYS HOLDING COMPANY, a Delaware corporation ("Tenant").
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • November 5th, 2007 • Charys Holding Co Inc • Services-personal services • New York
AMENDED AND RESTATED SECURITY AGREEMENT, dated as of April 5. 2007 (this “Agreement”) made by CHARYS HOLDING COMPANY, INC., a Delaware corporation (the “Company”), and the undersigned subsidiaries of the Company (each a “Grantor” and collectively and together with the Company the “Grantors”), in favor of IMPERIUM ADVISERS, LLC, a Delaware limited liability company, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Holders (as defined below).
