Language Line, LLC and Coto Acquisition LLC, as Borrowers, Language Line Holdings LLC, The Subsidiary Guarantors Party Hereto from Time to Time and The Lenders Party Hereto from Time to Time SENIOR SECURED CREDIT AGREEMENT dated as of November 4, 2009...Credit Agreement • January 29th, 2010 • LL Services Inc. • Communications services, nec • New York
CREDIT AGREEMENT, dated as of November 4, 2009 (this “Agreement”), among Language Line, LLC, a Delaware limited liability company (“Language Line”), Coto Acquisition LLC, a Delaware limited liability company (“Coto” and, together with Language Line, the “Borrowers” and each a “Borrower”), Language Line Holdings LLC, a Delaware limited liability company (“Holdings”), the subsidiary guarantors listed on the signature pages hereto and otherwise party hereto from time to time (the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”), the several lenders party hereto from time to time (the “Lenders”), Banc of America Securities LLC, Credit Suisse Securities (USA) LLC and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint book-runners (together in such capacity, the “Arrangers”), Bank of America, N.A. as administrative agent (in such capacity, the “Administrative Agent”), Morgan Stanley Senior Funding, Inc. as documentation agent (in such capacity, the “
SECURITY AGREEMENT By LANGUAGE LINE, LLC, COTO ACQUISITION LLC, as Borrowers and LANGUAGE LINE HOLDINGS LLC and THE SUBSIDIARY GUARANTORS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent Dated as of November 4, 2009Security Agreement • January 29th, 2010 • LL Services Inc. • Communications services, nec • New York
SECURITY AGREEMENT dated as of November 4, 2009 (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, LLC, a Delaware limited liability company (“Language Line”) and Coto Acquisition LLC, a Delaware limited liability company (“Coto” and together with Language Line, the “Borrowers”), Language Line Holdings LLC, a Delaware limited liability company (“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 Borrowers, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of Bank of America
GUARANTEE Among Each Subsidiary Guarantor Party to the Credit Agreement in favor of Bank of America, N.A., as Administrative Agent Dated as of November 4, 2009Guarantee • January 29th, 2010 • LL Services Inc. • Communications services, nec • New York
THIS GUARANTEE (as amended, restated, supplemented or otherwise modified from time to time, (this “Guarantee”), dated as of November 4, 2009 by and among each Subsidiary Guarantor party to the Credit Agreement referenced below, in favor of Bank of America, N.A., 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.
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 • January 29th, 2010 • LL Services Inc. • Communications services, nec • 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.
INVESTOR SECURITIES PURCHASE AGREEMENTInvestor Securities Purchase Agreement • January 29th, 2010 • LL Services Inc. • Communications services, nec • 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2010 • LL Services Inc. • Communications services, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of March 1, 2004, by and among Atlantic Broadband Group, LLC, a Delaware limited liability company (the “Company”), and the members of the Company and the option holders 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 below.
GUARANTEE By Language Line Holdings LLC in favor of Bank of America, N.A., as Administrative Agent Dated as of November 4, 2009LL Services Inc. • January 29th, 2010 • Communications services, nec • New York
THIS GUARANTEE (as amended, restated, supplemented or otherwise modified from time to time, (this “Guarantee”), dated as of November 4, 2009 by Language Line Holdings LLC, a Delaware limited liability company (“Holdings”), in favor of Bank of America, N.A., 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.
INVESTOR SECURITIES PURCHASE AGREEMENTInvestor Securities Purchase Agreement • January 29th, 2010 • LL Services Inc. • Communications services, nec • New York
This INVESTOR SECURITIES PURCHASE AGREEMENT (this “Agreement”) dated as of May 19, 2006, by and among Language Line Holdings, LLC, a Delaware limited liability company (the “Company”), ABRY Partners IV, L.P., a Delaware limited partnership (“ABRY Partners”), ABRY Investment Partnership, L.P., a Delaware limited partnership (“ABRY Investment”, and the investors exercising their preemptive rights who are signatories hereto (the “Preemptive Investors”). ABRY Partners, ABRY Investment and the Preemptive Investors are collectively referred to in this Agreement as the “Investors”. Capitalized terms used and not otherwise defined herein shall have the meanings given to those terms in Section 3 below.
SERVICE AGREEMENT DATE: August 4, 2006 PARTIES:Service Agreement • January 29th, 2010 • LL Services Inc. • Communications services, nec • England
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 29th, 2010 • LL Services Inc. • Communications services, nec • 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 Dennis Dracup (“Executive”).
