CREDIT AGREEMENT Dated as of October 24, 2006 among WEST CORPORATION, as Borrower, THE LENDERS PARTY HERETO, LEHMAN COMMERCIAL PAPER INC., as Administrative Agent and Swing Line Lender, DEUTSCHE BANK SECURITIES INC. and BANK OF AMERICA, N.A., as...Credit Agreement • November 6th, 2009 • West Corp • Services-business services, nec • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 24, 2006, among WEST CORPORATION, a Delaware corporation (the “Borrower” or “West”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), LEHMAN COMMERCIAL PAPER INC., as Administrative Agent and Swing Line Lender, DEUTSCHE BANK SECURITIES INC. and BANK OF AMERICA, N.A., as Syndication Agents, and WACHOVIA BANK, NATIONAL ASSOCIATION and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents.
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • November 6th, 2009 • West Corp • Services-business services, nec • New York
This FIRST LIEN INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”) is entered into as of [ ], by and among WEST CORPORATION, a Delaware corporation (the “Borrower”), WACHOVIA BANK, NATIONAL ASSOCIATION, as collateral agent for the First Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Collateral Agent”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Authorized Representative for the Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “Administrative Agent”), [ ], as Authorized Representative for the Initial Other First Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Other Authorized Representative”), and each additional Authorized Representative from time to time party hereto for the Other First Lien Secured Parties of the Series with respect to which it is acting in such capacity.
AMENDMENT NO. 4 AND RESIGNATION, WAIVER, CONSENT AND APPOINTMENT AGREEMENTAmendment No. 4 and Resignation, Waiver, Consent and Appointment Agreement • November 6th, 2009 • West Corp • Services-business services, nec • New York
This Amendment No. 4 and Resignation, Waiver, Consent and Appointment Agreement (this “Agreement”) is entered into as of August 6, 2009, by and among Lehman Commercial Paper Inc. (“Lehman”), a debtor and debtor in possession under chapter 11 of the Bankruptcy Code (defined below) acting alone or through one or more of its branches as the Administrative Agent and Swing Line Lender (in such capacities, the “Existing Agent”) under that certain Credit Agreement (as defined below), the Required Lenders party hereto, Wachovia Bank, National Association, as Successor Agent (defined below), West Corporation (the “Borrower”) and the other Loan Parties party hereto. Defined terms in the Credit Agreement have the same meanings where used herein, unless otherwise defined.
GUARANTEE AGREEMENT dated as of October 24, 2006, among THE GUARANTORS IDENTIFIED HEREIN and LEHMAN COMMERCIAL PAPER INC., as Administrative AgentGuarantee Agreement • November 6th, 2009 • West Corp • Services-business services, nec • New York
GUARANTEE AGREEMENT dated as of October 24, 2006 among the Guarantors identified herein and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent (in such capacity, the “Administrative Agent”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • November 6th, 2009 • West Corp • Services-business services, nec • New York
