SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • March 6th, 2009 • Stream Global Services, Inc. • Services-help supply services
This Subordination and Intercreditor Agreement (this “Agreement”) dated as of March 2, 2009 among PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Revolving Lenders (as defined below) (PNC, in such capacity, “Agent”), STEEL CITY CAPITAL FUNDING, LLC, as agent for Term B Lenders (as defined below) (in such capacity, “Term B Agent”), ARES CORPORATE OPPORTUNITIES FUND II, L.P., a Delaware limited partnership (“Ares II LP” or “Subordinated Lender”), and each of STREAM HOLDINGS CORPORATION, a Delaware corporation (“SHC”), STREAM FLORIDA INC., a Delaware corporation and a wholly-owned Subsidiary of SHC (“SFI”), STREAM INTERNATIONAL INC., a Delaware corporation and a wholly-owned Subsidiary of SHC (“Stream”), STREAM NEW YORK INC. a Delaware corporation and a wholly-owned Subsidiary of SHC (“SNY”) and STREAM INTERNATIONAL EUROPE B.V., a company organized under the laws of the Netherlands and a wholly-owned Subsidiary of Stream (“Stream BV”), STREAM INTERNATIONAL CANADA INC., a company orga
GUARANTEE AND REIMBURSEMENT AGREEMENTGuarantee and Reimbursement Agreement • March 6th, 2009 • Stream Global Services, Inc. • Services-help supply services • New York
This GUARANTEE AND REIMBURSEMENT AGREEMENT (this “Agreement”) is made and entered into as of the 2nd day of March, 2009, by and among STREAM GLOBAL SERVICES, INC., a Delaware corporation (the “Company”), STREAM HOLDINGS CORPORATION, a Delaware corporation (“SHC”), STREAM FLORIDA INC., a Delaware corporation (“Stream Florida”), STREAM INTERNATIONAL INC., a Delaware corporation (“SII”), STREAM NEW YORK INC., a Delaware corporation (“Stream New York” and, together with the Company, SHC, Stream Florida, SII and any other entity that becomes a party to this Agreement pursuant to Section 9(b), the “Stream Entities”), and ARES CORPORATE OPPORTUNITIES FUND II, L.P., a Delaware limited partnership (“Ares”). Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to them in the Credit Agreement (defined below) mutatis mutandis.
AMENDMENT NO. 1 AND WAIVER TO FIFTH AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • March 6th, 2009 • Stream Global Services, Inc. • Services-help supply services • New York
This Amendment No. 1 and Waiver (“Amendment No. 1 and Waiver”) to the Loan Agreement (as defined below) is entered into as of March 2, 2009, by and among STREAM HOLDINGS CORPORATION, a Delaware corporation (“SHC”), STREAM FLORIDA INC., a Delaware corporation and a wholly-owned Subsidiary of SHC (“SFI”), STREAM INTERNATIONAL INC., a Delaware corporation and a wholly-owned Subsidiary of SHC (“Stream”), STREAM NEW YORK INC. a Delaware corporation and a wholly-owned Subsidiary of SHC (“SNY”) and STREAM INTERNATIONAL EUROPE B.V., a company organized under the laws of the Netherlands and a wholly-owned Subsidiary of Stream (“Stream BV”), (SFI, Stream, SNY and Stream BV, each a “US Borrower” and collectively the “US Borrowers”), STREAM INTERNATIONAL CANADA INC., a company organized under the laws of Ontario and a Subsidiary of Stream (“Stream Canada”), STREAM INTERNATIONAL SERVICE EUROPE B.V., a company organized under the laws of the Netherlands and a wholly-owned Subsidiary of Stream Intern
FORM OF AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 6th, 2009 • Stream Global Services, Inc. • Services-help supply services
This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) dated as of [ ], 2009, by and among Stream Global Services, Inc., a Delaware corporation (the “Company”), Ares Corporate Opportunities Fund II, L.P., a Delaware limited partnership (“Purchaser”), and the other signatories hereto. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Registration Rights Agreement.
