May 11, 2006Financing Agreement • May 15th, 2006 • Aegis Communications Group Inc • Services-business services, nec • New York
FINANCING AGREEMENT The CIT Group/Business Credit, Inc. (as Agent) the Lenders that are parties hereto and AEGIS COMMUNICATIONS GROUP, INC., ADVANCED TELEMARKETING CORPORATION, IQI, INC., LEXI INTERNATIONAL, INC. and INTERSERV SERVICES CORPORATION (as...Financing Agreement • May 15th, 2006 • Aegis Communications Group Inc • Services-business services, nec • New York
THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation, (“CIT”) with offices located at 5420 LBJ Freeway, Suite 200, Dallas, Texas 75240, and any other entity becoming a Lender hereunder pursuant to Section 13.4(b) of this Financing Agreement, are collectively referred to as the “Lenders” and individually as a “Lender”), and CIT, as the Agent for the Lenders (the “Agent”), are pleased to confirm the terms and conditions under which the Lenders, acting through the Agent, shall make revolving loans and other financial accommodations to AEGIS COMMUNICATIONS GROUP, INC., a Delaware corporation (“Parent”) ADVANCED TELEMARKETING CORPORATION, a Nevada corporation (“ATC”), IQI, INC., a New York corporation (“IQI”), LEXI INTERNATIONAL, INC., a California corporation (“Lexi”), and INTERSERV SERVICES CORPORATION, a Delaware corporation (“InterServ” and together with Parent, ATC, IQI and Lexi, each individually a “Company” and collectively, the “Companies”), each with a principal place of bus
ContractPromissory Note • May 15th, 2006 • Aegis Communications Group Inc • Services-business services, nec • New York
THIS NOTE IS SUBJECT TO THE TERMS OF A JUNIOR SUBORDINATION AGREEMENT, DATED AS OF MAY 11, 2006, BETWEEN THE CIT GROUP/BUSINESS CREDIT, INC., WORLD FOCUS AND ESSAR INFRASTRUCTURE LIMITED, F/K/A ESSAR GLOBAL LIMITED
PLEDGE AGREEMENTPledge Agreement • May 15th, 2006 • Aegis Communications Group Inc • Services-business services, nec • New York
This PLEDGE AGREEMENT, dated as of May 11, 2006 (together with all amendments, restatements or other modifications, if any, from time to time hereto, this “Agreement”) between AEGIS COMMUNICATIONS GROUP, INC., a Delaware corporation (the “Pledgor”) and THE CIT GROUP/BUSINESS CREDIT, INC., in its capacity as agent (“Agent”) for the lenders (“Lenders”) party to the Financing Agreement (as defined below).
FIRST AMENDMENT TO COLLATERAL TRUSTEE AGREEMENTCollateral Trustee Agreement • May 15th, 2006 • Aegis Communications Group Inc • Services-business services, nec
THIS FIRST AMENDMENT TO COLLATERAL TRUSTEE AGREEMENT (this “Amendment”), is entered into as of April 26, 2006, by and among Aegis Communications Group, Inc., a Delaware corporation and each of the subsidiaries of Aegis Communications Group, Inc. listed on the signatures pages hereof, (collectively, “Aegis”), World Focus, a private company limited by shares organized under the laws of Mauritius, (a) as successor in interest, separately, to both (i) Deutsche Bank AG – London, acting through DB Advisors, L.L.C. (“DB”), as Administrative Agent and Noteholder and (ii) Essar Global Limited (“Essar”), as Administrative Agent and Noteholder and (b) as successor Collateral Trustee (“World Focus”).
