Stream Global Services, Inc. fully and unconditionally guaranteed as to the payment of principal, premium, if any, interest and special interest, if any, by the Guarantors listed on the signature pages hereto Exchange and Registration Rights AgreementStream Global Services, Inc. • October 5th, 2009 • Services-help supply services • New York
Stream Global Services, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $200,000,000 in aggregate principal amount of its 11.25% Senior Secured Notes due 2014, which are fully and unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
STOCKHOLDERS AGREEMENT by and among STREAM GLOBAL SERVICES, INC., ARES CORPORATE OPPORTUNITIES FUND II, L.P., EGS DUTCHCO, B.V., NEWBRIDGE INTERNATIONAL INVESTMENT LTD., MR. R. SCOTT MURRAY and TRILLIUM CAPITAL LLC Dated as of October 1, 2009Stockholders Agreement • October 5th, 2009 • Stream Global Services, Inc. • Services-help supply services • Delaware
Therefore, the parties hereto hereby agree that the Stockholders Agreement dated as of August 14, 2009 by and among the Company, Ares, PEP, Ayala, Mr. Murray and Trillium is hereby amended and restated in its entirety to read as follows:
COLLATERAL TRUST AGREEMENT dated as of October 1, 2009 among STREAM GLOBAL SERVICES, INC., as Issuer the Guarantors from time to time party hereto, Wells Fargo Bank, National Association, as Trustee under the Indenture, the other Secured Debt...Collateral Trust Agreement • October 5th, 2009 • Stream Global Services, Inc. • Services-help supply services • New York
This Collateral Trust Agreement (this “Agreement”) is dated as of October 1, 2009 and is by and among Stream Global Services, Inc., a Delaware corporation (“Stream”), the Guarantors from time to time party hereto, Wells Fargo Bank, National Association, as trustee (in such capacity and together with its successors in such capacity, the “Trustee”), the other Secured Debt Representatives from time to time party hereto, and Wilmington Trust FSB, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).
CREDIT AGREEMENT by and among STREAM GLOBAL SERVICES, INC. as Parent, EACH OF PARENT’S SUBSIDIARIES THAT ARE SIGNATORY HERETO as the Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, LLC as the Agent, and...Credit Agreement • October 5th, 2009 • Stream Global Services, Inc. • Services-help supply services
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 1, 2009 by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company (“WFF”), as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), WFF and GOLDMAN SACHS LENDING PARTNERS LLC, as co-arrangers (the “Arrangers”), STREAM GLOBAL SERVICES, INC., a Delaware corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent and any other Person that becomes a Borrower pursuant to Section 3.8 hereof, are referred to hereinafter each individually as a “Borrower,” and individually and collectively, jointly and severally, as the “Borrowers”).
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of October 1, 2009, among WELLS FARGO FOOTHILL, LLC, as ABL Agent, WILMINGTON TRUST FSB, as Noteholder Collateral Trustee, STREAM GLOBAL SERVICES, INC. as Parent and the Subsidiaries of Parent...Intercreditor Agreement • October 5th, 2009 • Stream Global Services, Inc. • Services-help supply services • New York
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of October 1, 2009 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as agent for the ABL Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Original ABL Agent”), WILMINGTON TRUST FSB, as Collateral Trustee for the Priority Lien Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Noteholder Collateral Trustee”) pursuant to the Collateral Trust Agreement dated as of the date hereof among the grantors party thereto and the Noteholder Collateral Trustee, STREAM GLOBAL SERVICES, INC., a Delaware corporation (“Stream”) and the subsidiaries of Stream named herein.
SECURITY AGREEMENTSecurity Agreement • October 5th, 2009 • Stream Global Services, Inc. • Services-help supply services • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of October 1, 2009, among the Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, individually a “Grantor,” and collectively, the “Grantors”), and WILMINGTON TRUST FSB (“WTFSB”), in its capacity as the collateral trustee (in such capacity, together with its successors and assigns in such capacity, “Collateral Trustee”) for the Secured Parties (as defined herein).
SECURITY AGREEMENTPatent Security Agreement • October 5th, 2009 • Stream Global Services, Inc. • Services-help supply services • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of October 1, 2009, among the Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, individually a “Grantor,” and collectively, the “Grantors”), and WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company (“WFF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
