JOINT FILING AGREEMENTJoint Filing Agreement • July 6th, 2020 • GIC Private LTD • Telephone communications (no radiotelephone)
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares of Atento S.A., and further agrees that this Joint Filing Agreement be included as an exhibit to such filings. As contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 6th, 2020 • GIC Private LTD • Telephone communications (no radiotelephone) • Luxembourg
DIRECTOR NOMINATION AGREEMENT, dated as of May 6, 2020 (this “Agreement”), by and between (i) Atento S.A., a société anonyme incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B185761, having its registered office at 1, rue Hildegard Von Bingen, L-1282 Luxembourg, Grand Duchy of Luxembourg (the “Company”) and (ii) Chesham Investment Pte. Ltd. (together with its Affiliated Funds, “Chesham”).
May 6, 2020 Atalaya Luxco PIKco as Seller and the entities named herein as Buyers and Atento S.A. as Company Share Transfer AgreementShare Transfer Agreement • July 6th, 2020 • GIC Private LTD • Telephone communications (no radiotelephone) • Luxembourg
each of the Seller, the Buyers and the Company hereinafter being referred to as a “Party” and, together, the “Parties” to this Agreement.
DATE] Atalaya Luxco PIKco as Pledgor and the Pledgees named herein as Pledgees and Atento S.A. as Company SHARE PLEDGE AGREEMENTShare Pledge Agreement • July 6th, 2020 • GIC Private LTD • Telephone communications (no radiotelephone) • Luxembourg
shares it holds in the Company, transfer 46,817,886 shares in the Company to certain buyers, including the Pledgees, in full satisfaction and discharge of any and all obligations (including the obligation to repay principal and to pay accrued interest) under the indenture dated as of 30 May 2014 by and among the Pledgor as issuer, Atalaya PIKco and Atalaya Luxco Topco each as security providers, Citibank, N.A., London Branch, as security agent and as trustee, and the 11.50%/13.25% senior PIK notes due 2020 issued by the Pledgor (the “Share Transfer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2020 • GIC Private LTD • Telephone communications (no radiotelephone) • New York
REGISTRATION RIGHTS AGREEMENT, dated as of May 6, 2020 (this “Agreement”), by and among Atento S.A., a société anonyme incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B185761, having its registered office at 1, rue Hildegard Von Bingen, L-1282 Luxembourg, Grand Duchy of Luxembourg (the “Company”), the entities listed under the respective headings “HPS,” “GIC,” and “Farallon” on Schedule A hereto (each such entity, an “Investor Entity” and, each such group of Investor Entities, including Affiliated Funds of such Investor Entities who receive any Ordinary Shares, an “Investor”), and each other Person who executes a joinder hereto (collectively with the Investor Entities, the “Holders,” and, each, a “Holder”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in Section 1 hereto.
