SECURITIES AND ASSET PURCHASE AGREEMENT among PREMIERE GLOBAL SERVICES, INC., XPEDITE SYSTEMS HOLDINGS (UK) LIMITED, PREMIERE CONFERENCING (CANADA) LIMITED, XPEDITE SYSTEMS, LLC and EASYLINK SERVICES INTERNATIONAL CORPORATION dated as of October 21, 2010Securities and Asset Purchase Agreement • October 21st, 2010 • Premiere Global Services, Inc. • Services-business services, nec • Georgia
This Securities and Asset Purchase Agreement (this “Agreement”), dated as of October 21, 2010, is entered into among PREMIERE GLOBAL SERVICES, INC., a Georgia corporation (“Parent”), XPEDITE SYSTEMS HOLDINGS (UK) LIMITED, a company formed under the laws of the United Kingdom (“UK Holdco”), PREMIERE CONFERENCING (CANADA) LIMITED, a company formed under the laws of Canada (“Canada Holdco”; Parent, UK Holdco and Canada Holdco are referred to herein each individually as a “Seller” and collectively as “Sellers”), XPEDITE SYSTEMS, LLC, a Delaware limited liability company (the “Company”), and EASYLINK SERVICES INTERNATIONAL CORPORATION, a Delaware corporation (“Buyer”).
AMENDMENT NO. 1Premiere Global Services, Inc. • October 21st, 2010 • Services-business services, nec • New York
THIS AMENDMENT NO. 1, dated as of October 21, 2010 (this “Amendment”), of that certain Credit Agreement referenced below is by and among AMERICAN TELECONFERENCING SERVICES, LTD., a Missouri corporation, (the “Borrower”), PREMIERE GLOBAL SERVICES, INC., a Georgia corporation (the “Parent”), and the other Guarantors identified on the signature pages hereto, and BANK OF AMERICA, N.A., as Administrative Agent, for the Lenders. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement.
