Language Line, Inc., as Borrower, Language Line Holdings, Inc., The Subsidiary Guarantors Party Hereto and The Lenders Named HereinCredit Agreement • September 2nd, 2004 • Language Line Holdings, Inc. • New York
CREDIT AGREEMENT, dated as of June 11, 2004, among Language Line, Inc., a Delaware corporation, as Borrower, Language Line Acquisition, Inc., to be renamed Language Line Holdings, Inc. immediately following the Merger (as defined herein) (“Holdings”), the Subsidiary Guarantors party hereto, the several lenders from time to time party hereto (the “Lenders”), Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Banc of America Securities LLC as Joint Lead Arrangers and Joint Book-Runners (together and in such capacity, the “Arrangers”), Bank of America, N.A. as Syndication Agent (in such capacity, the “Syndication Agent”), National City Bank, as Documentation Agent and Merrill Lynch Capital Corporation as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENT Dated as of June 11, 2004 by and among LANGUAGE LINE ACQUISITION, INC. and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and BANC OF AMERICA SECURITIES LLC as Representatives of the Initial...Registration Rights Agreement • September 2nd, 2004 • Language Line Holdings, Inc. • New York
This Agreement is made pursuant to the Purchase Agreement dated as of June 3, 2004 by and among the Company and the Initial Purchasers (the “Purchase Agreement”), which provides for, among other things, the sale by the Company to the Initial Purchasers of an aggregate of $108,993,000 principal amount at maturity of the Company’s 14-1/8% Senior Discount Notes due 2013 (the “Notes”) as described in the Purchase Agreement. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.
INCENTIVE UNIT AGREEMENTIncentive Unit Agreement • September 2nd, 2004 • Language Line Holdings, Inc. • Delaware
This INCENTIVE UNIT AGREEMENT (this “Agreement”) is made as of July 14, 2004 by and among Language Line Holdings, LLC, a Delaware limited liability company (the “Company”), and Phil Speciale (the “Holder”). Capitalized terms that are used and not defined elsewhere in this Agreement are defined in Section 10.
SECURITY AGREEMENT By LANGUAGE LINE, INC., as Borrower and LANGUAGE LINE HOLDINGS, INC. and THE SUBSIDIARY GUARANTORS PARTY HERETO and MERRILL LYNCH CAPITAL CORPORATION, as Administrative AgentSecurity Agreement • September 2nd, 2004 • Language Line Holdings, Inc.
SECURITY AGREEMENT dated as of June 11, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, the “Agreement”) made by Language Line, Inc., a Delaware corporation (the “Borrower”), Language Line Holdings, Inc., a Delaware corporation (“Holdings”) and THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Subsidiary Guarantors”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Subsidiary Guarantors,” and together with the Original Subsidiary Guarantors and Holdings the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of Merrill Lynch Capital Corporation, in its capacity as Administrative Agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured
LANGUAGE LINE ACQUISITION, INC. (to be renamed LANGUAGE LINE HOLDINGS, INC.), as Issuer and THE BANK OF NEW YORK, as TrusteeIndenture • September 2nd, 2004 • Language Line Holdings, Inc. • New York
INDENTURE, dated as of June 11, 2004, among LANGUAGE LINE ACQUISITION, INC., a Delaware corporation (to be renamed LANGUAGE LINE HOLDINGS, INC.) (the “Company”) and The Bank of New York, a New York banking corporation as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 2nd, 2004 • Language Line Holdings, Inc. • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 11, 2004, by and among Language Line Holdings, LLC, a Delaware limited liability company (the “Company”), and the members of the Company signatory hereto or signatory to a joinder in the form attached hereto as Exhibit A (collectively, the “Investors”). Capitalized terms used herein but not otherwise defined in this Agreement are defined in Section 9.
GUARANTEE By Language Line Holdings, Inc. in favor of Merrill Lynch Capital Corporation as Administrative AgentGuarantee • September 2nd, 2004 • Language Line Holdings, Inc. • New York
THIS GUARANTEE (as amended, restated, supplemented or otherwise modified from time to time, (this “Guarantee”), dated as of June 11, 2004 by Language Line Holdings, Inc., a Delaware corporation (“Holdings”), in favor of Merrill Lynch Capital Corporation, in its capacity as Administrative Agent for the Lenders from time to time party to the Credit Agreement to guarantee the payment and performance of all of the Obligations of each Credit Party.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 2nd, 2004 • Language Line Holdings, Inc. • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of June 11, 2004 (the “Effective Date”) by and between Language Line, Inc., a Delaware corporation (the “Company”), and Matthew Gibbs (“Executive”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG LANGUAGE LINE HOLDINGS, INC., LANGUAGE LINE ACQUISITION, INC., and LANGUAGE LINE, INC. DATED AS OF APRIL 14, 2004Merger Agreement • September 2nd, 2004 • Language Line Holdings, Inc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into this 14th day of April 2004, by and among LANGUAGE LINE HOLDINGS, INC., a Delaware corporation (the “Company”), LANGUAGE LINE ACQUISITION, INC., a Delaware corporation (the “Acquiror”), and LANGUAGE LINE, INC., a Delaware corporation (the “Merger Sub”).
AMENDED AND RESTATED UNIT PLEDGE AGREEMENTUnit Pledge Agreement • September 2nd, 2004 • Language Line Holdings, Inc. • California
THIS AMENDED AND RESTATED UNIT PLEDGE AGREEMENT (the “Agreement”) is made and entered into this 11th day of June 2004, by and between LANGUAGE LINE, INC., a Delaware corporation (“Secured Party”), and MATTHEW T. GIBBS, II and KATHY GIBBS (collectively, “Borrower”) and amends and restates the Stock Pledge Agreement dated 17 June 2002, (the “Prior Pledge”) by and between Language Line, LLC, a predecessor of the Secured Party (“Language Line”) and the Borrower, and the Prior Pledge is hereby amended and replaced in its entirety with this Agreement.
NONCOMPETITION AND NONSOLICITATION AGREEMENTNoncompetition and Nonsolicitation Agreement • September 2nd, 2004 • Language Line Holdings, Inc. • Delaware
This NONCOMPETITION and NONSOLICITATION AGREEMENT (this “Agreement”), made as of the 11th day of June, 2004, by and among Language Line, Inc., a Delaware corporation (the “Company”), Language Line Acquisition, Inc., a Delaware corporation (the “Acquiror”), and Dennis Dracup (“Seller”).
INVESTOR SECURITIES PURCHASE AGREEMENTInvestor Securities Purchase Agreement • September 2nd, 2004 • Language Line Holdings, Inc. • New York
This INVESTOR SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 11, 2004 by and among Language Line Holdings, LLC, a Delaware limited liability company (the “Company”), and the Persons listed on Schedule A attached hereto (collectively, the “Investors”). Capitalized terms used and not otherwise defined herein shall have the meanings given to those terms in Section 5 below.
Amendment to the Deed of Trust and Assignment of RentsAmendment to the Deed of Trust and Assignment of Rents • September 2nd, 2004 • Language Line Holdings, Inc.
THIS AMENDMENT TO THE DEED OF TRUST AND ASSIGNMENT OF RENTS (the “Amendment”) is made and entered into this 11th day of June, 2004 by and between Dennis G. Dracup and Christine L. Dracup, husband and wife, as community property with right of survivorship, whose address is 25430 Via Cicindela, Carmel, CA 93923 (“Trustor”), in favor of Old Republic Title Company (“Republic”), as trustee, in trust for the benefit of Language Line, Inc., a Delaware corporation (“LL Inc.”), as successor in interest to Language Line, LLC, a Delaware limited liability company (“LLC”).
LANGUAGE LINE HOLDINGS, LLC SECURITIES PURCHASE AGREEMENT for the purchase of SERIES A PREFERRED UNITS and CLASS D COMMON UNITS Dated as of June 11, 2004Securities Purchase Agreement • September 2nd, 2004 • Language Line Holdings, Inc. • New York
The undersigned, Language Line Holdings, LLC, a Delaware limited liability company (herein called the “Company”), hereby agrees with the purchasers named in the Purchaser Schedule (the “Purchaser Schedule”) attached hereto (herein, collectively, called the “Purchasers”) as set forth below. Reference is made to Paragraph 10 hereof for definitions of capitalized terms used herein and not otherwise defined herein.
INCENTIVE UNIT AGREEMENTIncentive Unit Agreement • September 2nd, 2004 • Language Line Holdings, Inc. • Delaware
This INCENTIVE UNIT AGREEMENT (this “Agreement”) is made as of June 11, 2004 by and among Language Line Holdings, LLC, a Delaware limited liability company (the “Company”), and Matthew Gibbs (“Executive”).
INCENTIVE UNIT AGREEMENTIncentive Unit Agreement • September 2nd, 2004 • Language Line Holdings, Inc. • Delaware
This INCENTIVE UNIT AGREEMENT (this “Agreement”) is made as of June 11, 2004 by and among Language Line Holdings, LLC, a Delaware limited liability company (the “Company”), the trust created pursuant to the Dennis G. Dracup Declaration of Trust dated 01/19/1999 (the “DGD Trust”) and the trust created pursuant to the Christine L. Dracup Declaration of Trust dated 01/19/1999 (the “CLG Trust” and, together with the DGD Trust, the “Trusts”).
Trademark Security AgreementTrademark Security Agreement • September 2nd, 2004 • Language Line Holdings, Inc.
Trademark Security Agreement, dated as of June 11, 2004, by Language Line, Inc. (the “Borrower”) and each Guarantor listed on Schedule II hereto (collectively, the “Original Guarantors,” together with the Borrower, the “Pledgors”), in favor of Merrill Lynch Capital Corporation, in its capacity as Administrative Agent pursuant to the Credit Agreement (in such capacity, the “Administrative Agent”).
LANGUAGE LINE ACQUISITION, INC. (a Delaware corporation, to be renamed LANGUAGE LINE HOLDINGS, INC.) 14-1/8% Senior Discount Notes due 2013 PURCHASE AGREEMENTPurchase Agreement • September 2nd, 2004 • Language Line Holdings, Inc. • New York
Language Line Acquisition, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”, which term shall also include any initial purchaser substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts at maturity set forth in said Schedule A of $108,993,000 aggregate principal amount at maturity of the Company’s 14-1/8% Senior Discount Notes due 2013 (the “Notes”). The Notes are to be issued pursuant to an indenture (the “Indenture”) dated as of June 11, 2004 (the “Issue Date”) between the Company and The Bank of New York, as t
JOINDER AGREEMENTJoinder Agreement • September 2nd, 2004 • Language Line Holdings, Inc. • New York
Reference is hereby made to the Purchase Agreement, dated June 3, 2004 (the “Purchase Agreement”), between Language Line, Inc. (the “Company”) and the Initial Purchasers named therein, and the Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement” and together with the Purchase Agreement, the “Agreements”) between the Company and the Initial Purchasers named therein. Unless otherwise defined herein, terms defined in the Purchase Agreement and used herein shall have the meanings given them in the Purchase Agreement.
