REGISTRATION RIGHTS AGREEMENT by and among Buccaneer Merger Sub, Inc., and Credit Suisse Securities (USA) LLC Barclays Capital Inc. Goldman, Sachs & Co., as Initial Purchasers Dated as of December 22, 2010Registration Rights Agreement • August 18th, 2011 • Rapid Roaming Co • Communications services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 22, 2010, by and among Buccaneer Merger Sub, Inc., a Delaware corporation (“Buccaneer”), and Credit Suisse Securities (USA) LLC, Barclays Capital Inc. and Goldman, Sachs & Co., as initial purchasers (the “Initial Purchasers”), each of whom has agreed to purchase Buccaneer’s 9.125% Senior Notes due 2019 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below). The Initial Notes will be issued pursuant to an indenture to be dated the date hereof (as such indenture is amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), between Buccaneer and Wilmington Trust FSB, as trustee (the “Trustee”). As part of the Transactions, Buccaneer will merge (the “Merger”) with and into Syniverse Holdings, Inc. (the “Company”), with the Company as the surviving corporation in such Merger. On the Completion Date, Buccaneer shall cause (1) the Company to
CONFORMED TO INCLUDE JANUARY 3, 2011 AMENDMENT - CREDIT AGREEMENT Dated as of December 21, 2010 among BUCCANEER MERGER SUB, INC. (TO BE MERGED WITH AND INTO SYNIVERSE HOLDINGS, INC.) as the Borrower, BUCCANEER HOLDINGS, INC., as Holdings, BARCLAYS...Credit Agreement • August 18th, 2011 • Rapid Roaming Co • Communications services, nec • Delaware
This CREDIT AGREEMENT (this “Agreement”) is entered into as of December 21, 2010, among BUCCANEER MERGER SUB, INC. (“Merger Sub” and, at any time prior to the consummation of the Merger (as defined below), the “Borrower”), a Delaware corporation to be merged with and into SYNIVERSE HOLDINGS, INC., a Delaware corporation (the “Company” and, upon and at any time after the consummation of the Merger, the “Borrower”) BUCCANEER HOLDINGS, INC., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BARCLAYS CAPITAL, CREDIT SUISSE SECURITIES (USA) LLC, GOLDMAN SACHS BANK USA and SUMITOMO MITSUI BANKING CORPORATION, as Joint Lead Arrangers and Joint Bookrunners, CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent, GOLDMAN SACHS BANK USA and SUMITOMO MITSUI BANKING CORPORATION, as Co-Documentation Agents, and BARCLAYS BANK PLC, as Administrative Agent, Swing Line Lender and L/C Issuer.
EMPLOYMENT AGREEMENTEmployment Agreement • August 18th, 2011 • Rapid Roaming Co • Communications services, nec • Florida
THIS AGREEMENT (the “Agreement”) is made as of May 3, 2011, among Buccaneer Holdings, Inc., a Delaware corporation (together with any Subsidiaries and Affiliates as may employ Executive from time to time, and any successor(s) thereto, the “Company”) and Jeffrey Gordon (“Executive”).
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • August 18th, 2011 • Rapid Roaming Co • Communications services, nec • Delaware
This Director Indemnification Agreement (“Agreement”) is made as of January , 2011 by and between Buccaneer Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
BUCCANEER HOLDINGS, INC. STOCK OPTION AGREEMENT GRANT NOTICEStock Option Agreement • August 18th, 2011 • Rapid Roaming Co • Communications services, nec
Unless otherwise defined herein, the terms defined in the 2011 Equity Incentive Plan of Buccaneer Holdings, Inc. (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, the “Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 18th, 2011 • Rapid Roaming Co • Communications services, nec • Florida
THIS AGREEMENT (the “Agreement”) is made as of May 1, 2011, among Syniverse Holdings, Inc., a Delaware corporation (together with any Subsidiaries and Affiliates as may employ Executive from time to time, and any successor(s) thereto, the “Company”) and Eugene Bergen Henegouwen (“Executive”).
MANAGEMENT STOCKHOLDERS AGREEMENT OF BUCCANEER HOLDINGS, INC.Management Stockholders Agreement • August 18th, 2011 • Rapid Roaming Co • Communications services, nec • Delaware
This MANAGEMENT STOCKHOLDERS AGREEMENT (“Agreement”), dated as of April 6, 2011 is entered into by and among Buccaneer Holdings, Inc., a Delaware corporation (the “Company”), Carlyle Partners V, L.P., a Delaware limited partnership (“CP V”), Carlyle Partners V-A, L.P., a Delaware limited partnership (“CP V-A”), CP V Coinvestment A, L.P., a Delaware limited partnership (“CP V Coinvestment A”), CP V Coinvestment B, L.P., a Delaware limited partnership (“CP V Coinvestment B”), and Carlyle Syniverse Coinvestment, L.P., a Delaware limited partnership (“Syniverse Coinvestment” and, together with CP V, CP V-A, CP V Coinvestment A, and CP V Coinvestment B, the “Carlyle Entities”) and each of the individual stockholders who become parties hereto from time to time in accordance with the terms hereof (the “Management Holders”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 18th, 2011 • Rapid Roaming Co • Communications services, nec • Florida
This Amendment (this “Amendment”) to that certain Employment Agreement by and between Buccaneer Holdings, Inc. a Delaware corporation (together with any Subsidiaries and Affiliates as may employ Executive from time to time, and any successor(s) thereto, the “Company”) and Alfredo T. De Cardenas (“Executive”), dated May 3, 2011 (the “Employment Agreement”), is entered into as of June 10, 2011, to be effective as of July 1, 2011.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 18th, 2011 • Rapid Roaming Co • Communications services, nec • Florida
This Amendment (this “Amendment”) to that certain Employment Agreement by and between Buccaneer Holdings, Inc. a Delaware corporation (together with any Subsidiaries and Affiliates as may employ Executive from time to time, and any successor(s) thereto, the “Company”) and David W. Hitchcock (“Executive”), dated May 3, 2011 (the “Employment Agreement”), is entered into as of June 10, 2011, to be effective as of July 1, 2011.
SECURITY AGREEMENT Dated December 21, 2010 From The Grantors referred to herein as Grantors to BARCLAYS BANK PLC as Administrative AgentSecurity Agreement • August 18th, 2011 • Rapid Roaming Co • Communications services, nec • New York
SECURITY AGREEMENT dated December 21, 2010 (this “Agreement”) made by BUCCANEER MERGER SUB, INC. (“Merger Sub” and, immediately prior to the consummation of the Merger (as defined in the Credit Agreement), the “Borrower”), a Delaware corporation to be merged with and into SYNIVERSE HOLDINGS, INC., a Delaware corporation (the “Company” and, upon and after the consummation of the Merger, the “Borrower”) BUCCANEER HOLDINGS, INC., a Delaware corporation (“Holdings”), and the Additional Grantors (as hereinafter defined) from time to time party hereto (the Borrower, Holdings and such Additional Grantors being, collectively, the “Grantors”), to BARCLAYS BANK PLC, as administrative agent (in such capacity, together with any successor administrative agent, the “Administrative Agent”) for the Secured Parties.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 18th, 2011 • Rapid Roaming Co • Communications services, nec • Florida
This Amendment (this “Amendment”) to that certain Employment Agreement by and between Buccaneer Holdings, Inc., a Delaware corporation (together with any Subsidiaries and Affiliates as may employ Executive from time to time, and any suceessor(s) thereto, the “Company”) and Jeffrey Gordon (“Executive”), dated May 3, 2011 (the “Employment Agreement”), is entered into as of June 10, 2011, to be effective as of July 1, 2011.
SUBSIDIARY GUARANTY Dated as of January 13, 2011 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREINSubsidiary Guaranty • August 18th, 2011 • Rapid Roaming Co • Communications services, nec • New York
SUBSIDIARY GUARANTY dated as of January 13, 2011 (this “Guaranty”) made by the Persons listed on the signature pages hereof and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of the Secured Parties (as defined in the Credit Agreement referred to below).
CONSULTING AGREEMENTConsulting Agreement • August 18th, 2011 • Rapid Roaming Co • Communications services, nec • Florida
This Consulting Agreement (the “Agreement”), entered into as of June 15, 2011 and effective as of July 1, 2011 (the “Effective Date”) (except Section 6 of this Agreement which shall be effective as of June 15, 2011), is entered into by and between Buccaneer Holdings, Inc., a Delaware corporation (together with any successor(s) thereto, the “Company”) and Tony G. Holcombe (the “Consultant”).
