BC LUXCO 1 S.A. and the Guarantors party hereto from time to time 7.375% SENIOR SECURED NOTES DUE 2020 INDENTURE Dated as of January 29, 2013 Citibank, N.A., London Branch as Trustee and Principal Paying Agent, Citibank Global Markets Deutschland AG...Indenture • July 1st, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • New York
INDENTURE dated as of January 29, 2013 among BC Luxco 1 S.A., a société anonyme organized under the laws of Grand Duchy of Luxembourg (“Luxembourg”) whose registered office is located at 9A, rue Gabriel Lippmann, L-5365 Munsbach, and registered with the Luxembourg Register of Commerce and Companies (“R.C.S. Luxembourg”) under number B 170 329 (the “Company”), the Guarantors (as defined herein), Citibank, N.A., London Branch, as Trustee and Paying Agent, Citigroup Global Markets Deutschland AG as Registrar and Citibank, N.A., London Branch, as Collateral Agent.
SUBSCRIPTION AND SECURITYHOLDER’S AGREEMENTSubscription and Securityholder’s Agreement • July 1st, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • England
THIS SUBSCRIPTION AND SECURITYHOLDER’S AGREEMENT (this “Agreement”) is made as of 4 December 2012, by and among BC Luxco Topco, a société en commandite par actions organized under the laws of the Grand Duchy of Luxembourg having its registered office at 9A, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (the “Company”), BC Luxco, a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg having its registered office at 9A, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register under number B-172209 (the “Lux Sarl”) and each of the Investors. The Lux Sarl, the Company and the Investors are the “Parties” and each a “Party” to this Agreement.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • July 1st, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • England and Wales
This Management Services Agreement (this “Agreement”) is made and entered into as of 12 December 2012, by Global Chaucer, S.L.U. a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain (the “Advisor”), B.C. Atalaya Mexholdco, S. de R.L. de C.V. a company duly organised under the laws of the United Mexican States (“Mexican Holdco”), Global Laurentia, S.L.U. a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain (“Holdco 2”), Global Kiowa, S.L.U. a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain (“Holdco 5”) and Global Benoni, S.L.U. a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain (“Holdco 6”), (Mexican Holdco, Holdco 2, Holdco 5, Holdco 6 each and collectively the “Recipient”). Certain defined terms that are used but not otherwise defined herein have the meanings given to such terms in Section 12. This Agreemen
DATED 12 DECEMBER 2012 VENDOR LOAN AGREEMENT KIRKLAND & ELLIS INTERNATIONAL LLP London EC3A 8AF Tel: +44 (0) 20 7469-2000 Fax: +44 (0) 20 7469-2001Vendor Loan Agreement • July 1st, 2014 • Atento S.A. • Telephone communications (no radiotelephone)
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • July 1st, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • England and Wales
This Consulting Services Agreement (this “Agreement”) is made and entered into as of 12 December 2012 by and amongst Portfolio Company Advisors, Ltd, an English private limited company, (“PCAL”), Bain Capital Partners, LLC, a Delaware limited liability company (“Bain”), (PCAL, Bain each an “Advisor”, and together the “Advisors”), and Global Chaucer, S.L.U. a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain (the “Company”). Certain defined terms that are used but not otherwise defined herein have the meanings given to such terms in Section 12. This Agreement shall become effective (the “Effective Date”) upon the closing of the transactions contemplated by the Acquisition Agreement.
MASTER SERVICES AGREEMENT between BC LUXCO 1 and TELEFÓNICA S.A. Dated as of 11 December, 2012Master Services Agreement • July 1st, 2014 • Atento S.A. • Telephone communications (no radiotelephone)
NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth herein, the Parties, intending to be legally bound hereby, agree as follows:
TRANSACTION SERVICES AGREEMENTTransaction Services Agreement • July 1st, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • England and Wales
This Transaction Services Agreement (this “Agreement”) is made and entered into as of 12 December 2012, by and between by and between Global Chaucer, S.L.U. a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain (the “Company”), Bain Capital Partners, LLC, a Delaware limited liability company (the “Advisor”). Certain defined terms that are used but not otherwise defined herein have the meanings given to such terms in Section 8. This Agreement shall become effective (the “Effective Date”) upon the closing of the transactions contemplated by the Acquisition Agreement.
SALE AND PURCHASE AGREEMENT By and Between Telefónica, S.A. and The BuyersSale and Purchase Agreement • July 1st, 2014 • Atento S.A. • Telephone communications (no radiotelephone)
Telefónica, S.A. (the “Seller”), a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain, with Spanish Tax Identification Number (CIF) A-28.015.865 and registered office in Calle Gran Via, no. 28, Madrid, represented by Mr. Angel Vilã Boix, of age, duly empowered to act by virtue of the Board of Directors meeting held on 26 September 2012;
DATE: 28 JANUARY 2013 SUPER SENIOR REVOLVING CREDIT FACILITIES AGREEMENT relating to MULTI-CURRENCY REVOLVING FACILITIES BC LUXCO 1 S.A. arranged by BANCO SANTANDER, S.A., BANCO SANTANDER (MEXICO), S.A. INSTITUCION DE BANCA MÚLTIPLE, GRUPO FINANCIERO...Super Senior Revolving Credit Facilities Agreement • July 1st, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • New York
AMENDMENT AGREEMENTAmendment Agreement • July 1st, 2014 • Atento S.A. • Telephone communications (no radiotelephone)
The entities listed under (1) to (10) above shall hereinafter collectively be referred to as the “Parties” and individually as a “Party”.
