Intercreditor and Collateral Agency Agreement Sample Contracts

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EX-10.7 9 d415587dex107.htm EX-10.7 SECOND AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
Intercreditor and Collateral Agency Agreement • May 5th, 2020 • Ohio

This Second Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of June 22, 2017 (this “Agreement”), is entered into by and among PNC BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as collateral agent pursuant to Section 3.1(a) of this Agreement (the “Collateral Agent”), PNC BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Administrative Agent (as hereinafter defined) on behalf of each of the Domestic Facility Lenders (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Mexican Facility Agent (as hereinafter defined) on behalf of each of the Mexican Facility Lenders (as hereinafter defined) and each of the NOTEHOLDERS (as hereinafter defined).

Exhibit 4.5 Intercreditor And Collateral Agency Agreement (FCC License Subsidiary Pledge Agreement) Dated as of January 28, 2003
Intercreditor and Collateral Agency Agreement • January 29th, 2003 • Xm Satellite Radio Inc • Communications services, nec • New York
EX-4.6 9 dex46.htm INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT EXECUTION VERSION INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of May 28, 2010 among AMERICAN TIRE DISTRIBUTORS, INC., AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC. and THE BANK OF...
Intercreditor and Collateral Agency Agreement • May 5th, 2020 • New York

This Intercreditor and Collateral Agency Agreement (this “Agreement”) is entered into as of May 28, 2010 among AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation (the “Company”), AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (“Holdings”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent (“Bank of New York” and, together with its successor or successors in such capacity, the “Collateral Agent”), and as Trustee for the Noteholders under the Indenture (each as defined below) (together with its successor or successors in such capacity, the “Trustee”).

FIRST AMENDMENT TO INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
Intercreditor and Collateral Agency Agreement • March 5th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • Texas

This First Amendment to Intercreditor and Collateral Agency Agreement (this “Amendment”), dated as of June 26, 2009, is among RESACA EXPLOITATION, Inc. (fka Resaca Exploitation, LP) (the “Borrower”), Resaca Operating Company (the “Guarantor”); BP CORPORATION NORTH AMERICA INC. (the “Approved Hedge Counterparty”), CIT CAPITAL USA, INC., as Administrative Agent, and in its capacity as collateral agent hereunder (“Collateral Agent”) for the benefit of Creditors (as defined below).

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
Intercreditor and Collateral Agency Agreement • November 7th, 2020 • California

This INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (this “Agreement”), dated as of February [____], 2001, is by and among the suppliers specified on Schedule I hereto, as amended from time to time (individually, a “Supplier” and collectively, the “Suppliers”), and U.S. Trust Company, National Association, a national banking association, acting as collateral agent (in such capacity, and each successor thereof acting in such capacity, “Agent”).

First Amendment Dated as of December 1, 2009 to Note Agreements Dated as of September 1, 1997 Re: $4,700,000 Original Principal Amount 7.90% Senior Notes due September 1, 2017 First Amendment to Note Agreements
Intercreditor and Collateral Agency Agreement • January 6th, 2010 • Corning Natural Gas Corp • Natural gas transmisison & distribution • New York

This First Amendment dated as of December 1, 2009 (the or this "First Amendment") to the separate Note Agreements each dated as of September 1, 1997 is among Corning Natural Gas Corporation, a New York corporation (the "Company"), and the institution which is a signatory to this First Amendment (the "Noteholder").

EX-4.7 8 c75442exv4w7.htm INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
Intercreditor and Collateral Agency Agreement • May 5th, 2020 • Texas

THIS INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (this “Agreement”), dated as of February 28, 2003, is made by and among the holders of 8.02% Senior Notes due December 30, 2003 (together with their successors and assigns, the “1994 Noteholders”) of Butler Manufacturing Company (the “Company"), the holders of the Company’s 6.57% Senior Notes due March 20, 2013 (together with their successors and assigns, the “1998 Noteholders") and the holders of the Company’s 7.87% Senior Notes due December 30, 2016 (together with their successors and assigns, the “2001 Noteholders” and, together with the 1994 Noteholders and the 1998 Noteholders, collectively the “Noteholders” and individually a “Noteholder"); the following banks or other lenders: Bank of America, N.A., Commerce Bank, N.A. and U.S. Bank National Association (collectively, together with the other lenders from time to time party to the Credit Agreement (as defined below) and their successors and assigns, the “Banks” and each individua

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of November 16, 2012, among the other GRANTORS party hereto, BANK OF AMERICA, N.A., as Credit Agreement Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Notes Collateral Agent, and...
Intercreditor and Collateral Agency Agreement • September 12th, 2013 • APX Group Holdings, Inc. • New York

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of November 16, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among 313 GROUP INC., a Delaware corporation (prior to the merger described below, the “Borrower”) which shall be merged with and into APX GROUP, INC., a Delaware corporation on the date hereof and APX GROUP, INC. shall from and after such merger be the “Borrower” for all purposes under this Agreement, the other Grantors party hereto, BANK OF AMERICA, N.A., in its capacity as collateral agent for the Credit Agreement Secured Parties (in such capacity, the “Credit Agreement Collateral Agent”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as collateral agent for the Senior Secured Notes Secured Parties (in such capacity, the “Notes Collateral Agent”), and each ADDITIONAL COLLATERAL AGENT from time to time party hereto as collateral agent for any First Lien Obligations (as defined below) of any other Class

AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
Intercreditor and Collateral Agency Agreement • April 16th, 2007 • TRUEYOU.COM • Services-personal services • New York

AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (this “Agreement”) dated as of March 27, 2007 by and among Laurus Master Fund, Ltd., a Cayman Islands corporation (“Laurus”), North Sound Legacy International Ltd. (“NS International”), North Sound Legacy Institutional Fund LLC (“NS Institutional and, together with NS International, “North Sound”), Andrew D. Lipman (“Lipman”), and Seapine Investments LLC (“Seapine”, together with North Sound and Lipman, the “Investors” and together with Laurus in its individual capacity, the “Secured Parties”) and Laurus, as collateral agent (in such capacity, the “Collateral Agent”).

AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
Intercreditor and Collateral Agency Agreement • April 13th, 2022 • Winmark Corp • Retail-miscellaneous retail • Minnesota

This Amended and Restated Intercreditor and Collateral Agency Agreement (this “Agreement”), dated as of this 12th day of April 2022, is by and among CIBC Bank USA (“CIBC”), The Prudential Insurance Company of America (“Prudential”), Pruco Life Insurance Company (“Pruco”), PAR U Hartford Life Insurance Comfort Trust (“PAR”), Prudential Annuities Life Assurance Corporation (“PALA”), The Prudential Life Insurance Company, Ltd. (“PLIC”), PGIM, Inc. (“PGIM”), CIBC, in its capacity as Bank Agent, CIBC, in its capacity as Collateral Agent, and the additional Senior Lenders that may from time to time become party hereto in accordance with the terms hereof. All terms used herein which are defined in Section 1 hereof or in the text of any other Section hereof shall have the meanings given therein.

Contract
Intercreditor and Collateral Agency Agreement • May 5th, 2020 • New York

EX-10.3 5 exhibit103intercreditorand.htm EXHIBIT 10.3 Execution Version INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT This INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (as amended, restated, renewed, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is dated as of February 12, 2014, and entered into by and among NEW ENTERPRISE STONE & LIME CO., INC., a Delaware corporation (“NESL”), ASTI TRANSPORTATION SYSTEMS, INC., a corporation organized under the laws of the State of Delaware (“ASTI”), EII TRANSPORT INC., a corporation organized under the laws of the Commonwealth of Pennsylvania (“EII”), GATEWAY TRADE CENTER INC., a corporation organized under the laws of the State of New York (“Gateway”), PRECISION SOLAR CONTROLS INC., a corporation organized under the laws of the State of Texas (“Precision”), PROTECTION SERVICES INC., a corporation organized under the laws of the Commonwealth of Pennsylvania (“Protection”), SCI

Intercreditor and Collateral Agency Agreement Black and Veatch Holding Company
Intercreditor and Collateral Agency Agreement • May 2nd, 2005

(as may be amended from time to time, this “Agreement”), is entered into by and among HARRIS TRUST AND SAVINGS BANK (“Harris”), in its capacity as Administrative Agent and as Collateral Agent (as hereinafter defined), SOUTHLAND-OVERLAND PARK DELAWARE BUSINESS TRUST (“Southland”) and the Bondholders party hereto (the "Bondholders") with the consent of the CITY OF OVERLAND PARK, KANSAS (the “City”) and COMMERCE BANK, N.A., as Trustee

THIRD AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT Dated as of October 24, 2012 Among PRUDENTIAL INVESTMENT MANAGEMENT, INC. AND THE PRUDENTIAL NOTEHOLDERS, BANK OF AMERICA, N.A. as Administrative Agent, NORTHWEST PIPE COMPANY...
Intercreditor and Collateral Agency Agreement • October 29th, 2012 • Northwest Pipe Co • Steel pipe & tubes • New York

THIS THIRD AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (“Agreement”), dated as of October 24, 2012, which amends and restates in its entirety that certain Second Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of May 31, 2007, by and among Northwest Pipe Company, an Oregon corporation (the “Company”), certain parties hereto and certain other Persons, is entered into by and among (i) (a) Prudential Investment Management, Inc. (“PIM”), (b) The Prudential Insurance Company of America (“Prudential”), as the holder of the Prudential Series A Notes, a holder of Prudential Series B Notes, a holder of Prudential Series C Notes and the holder of the Prudential Series D Notes, (c) Prudential Retirement Insurance and Annuity Company (“PRIAC”) as a holder of Prudential Series B Notes and a holder of Prudential Series C Notes and (d) any other Prudential Affiliates that hereafter become initial purchasers of Prudential Shelf Notes and execute a Jo

AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT BETWEEN GLAS AMERICAS LLC in its capacity as Collateral Agent GLAS USA LLC in its capacity as Paying Agent NORTHERN SWAN HOLDINGS, INC. as issuer the other Obligors party hereto from...
Intercreditor and Collateral Agency Agreement • September 14th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • British Columbia

This AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of May 10, 2019 is between, among others, Northern Swan Holdings, Inc., a corporation organized under the laws of the Province of British Columbia, as issuer (the “Company”), GLAS Americas LLC, not in its individual capacity but solely as Collateral Agent for the rateable benefit of the Noteholders (the “Collateral Agent”), GLAS USA LLC, not in its individual capacity but solely as Paying Agent for the rateable benefit of the Noteholders (the “Paying Agent”), the noteholders from time to time party hereto (each individually a “Noteholder” and, collectively, the “Noteholders”), and the other Obligors from time to time party hereto.

SECOND AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
Intercreditor and Collateral Agency Agreement • January 8th, 2002 • Arg Property Management Corp • Retail-eating places • New York

This SECOND AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (this "Agreement") is made as of the day of December, 2001, among (i) BNY Western Trust Company, formerly known as U.S. Trust Company, National Association, as successor to U.S. Trust Company of California, N.A. ("BNY"), as collateral agent (in such capacity, the "Collateral Agent") for the Secured Parties (as hereinafter defined), (ii) Foothill Capital Corporation (sometimes referred to herein as the "Agent"), (iii) BNY, as Trustee (in such capacity, the "Trustee") on behalf of the holders of Debentures (as defined below), and (iv) American Restaurant Group, Inc. ("ARG") and each of its subsidiaries listed on the signature pages hereto (together with ARG, collectively, the "Borrowers").

FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN FACILITY AGREEMENT AND GUARANTY
Intercreditor and Collateral Agency Agreement • October 13th, 2009 • Ruby Tuesday Inc • Retail-eating places • Georgia

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN FACILITY AGREEMENT AND GUARANTY dated as of May 21, 2008 (the “Agreement”) is entered into among Ruby Tuesday, Inc., a Georgia corporation (the “Sponsor”), the Guarantors, the Participants party hereto and Bank of America, N.A., as servicer and agent for the Participants (in such capacity, the “Servicer”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Loan Facility Agreement (as defined below).

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COLLATERAL AGENCY ACCESSION – ADDITIONAL OBLIGORS
Intercreditor and Collateral Agency Agreement • December 28th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations

Reference is made to the Amended and Restated Intercreditor and Collateral Agency Agreement dated as of May 10, 2019 (the “Intercreditor and Collateral Agency Agreement”) among Clever Leaves International Inc. (formerly Northern Swan Holdings, Inc.), as issuer, the other Obligors party thereto, GLAS Americas LLC, as Collateral Agent, and GLAS USA LLC, as Paying Agent, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, for all purposes thereof on the terms set forth therein, and to be bound by the terms of said Intercreditor and Collateral Agency Agreement as fully as if the undersigned had executed and delivered said Intercreditor and Collateral Agency Agreement as of the date thereof.

WEI ACQUISITION CO. Trade Creditors INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT Dated as of January 31, 1997
Intercreditor and Collateral Agency Agreement • February 12th, 1997 • Wherehouse Entertainment Inc • Retail-record & prerecorded tape stores • California
This INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (this
Intercreditor and Collateral Agency Agreement • January 25th, 2024 • California

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
Intercreditor and Collateral Agency Agreement • February 15th, 2006 • Warnaco Group Inc /De/ • Women's, misses', children's & infants' undergarments • New York

This INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT, dated as of January 31, 2006, is entered into among CITICORP NORTH AMERICA, INC. (‘‘CNAI’’), as administrative agent for the Revolving Credit Lenders, Swing Loan Lenders and Issuers (in such capacity, the ‘‘Revolving Facility Agent’’), CNAI, as administrative agent for the Term Loan Lenders (in such capacity, the ‘‘Term Facility Agent’’), CNAI, as collateral agent for the Secured Parties (in such capacity, the ‘‘Collateral Agent’’), THE WARNACO GROUP, INC. (‘‘Group’’), WARNACO INC. (the ‘‘Company’’) and each other Loan Party.

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
Intercreditor and Collateral Agency Agreement • April 29th, 2008 • O'Donnell Thomas M • Services-prepackaged software • Illinois

THIS INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (as amended restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of April 18, 2008 and entered into by and among the undersigned holders of Debentures (the “Investors”) and all persons and entities which hereafter may become holders of Debentures (as defined below) and parties to this Agreement (the “Additional Investors” and, collectively with the Investors, the “Holders”) and Bradley G. Griffith, as Agent for the Holders (in such capacity, the “Agent”), and Sand Technology Inc. (the “Company”).

SECOND AMENDED AND RESTATED U.S. INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
Intercreditor and Collateral Agency Agreement • November 25th, 2005 • Crown Holdings Inc • Metal cans

This SECOND AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (as amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, herein called this “Agreement”) is dated as of February 26, 2003, amended and restated as of September 1, 2004 and further amended and restated as of November 18, 2005 among (i) DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (as successor to Citicorp North America, Inc., as administrative agent under the 2004 Credit Agreement (as defined below)) (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Term B Dollar Lenders, Dollar Revolving Lenders from time to time party to the Credit Agreement (as defined below) and any other Term Lenders that from time to time advance Term Loans to CCSC (as defined below) or any U.S. Subsidiary of CCSC, (ii) DEUTSCHE BANK AG NEW YORK BRANCH, as U.K. administrative agent (as successor to Citibank International PLC

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of August 20, 2007 among EXTERRAN, INC., in its individual capacity and as Manager EXTERRAN ABS 2007 LLC, as Issuer WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee WACHOVIA BANK,...
Intercreditor and Collateral Agency Agreement • August 23rd, 2007 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec • Texas

This INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of August 20, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) is among:

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT,
Intercreditor and Collateral Agency Agreement • December 25th, 2022 • California

of June 29, 2016 (this “Agreement”), is entered into by and among (i) Wilmington Trust, National Association, not in its individual capacity, but solely in its capacity as Collateral Agent (“Collateral Agent”), (ii) each of the creditors from time to time signatory hereto that are party to a Power Purchase Agreement (each such creditor defined below as a “PPA Provider”) and

CONTRIBUTION, INDEMNITY, INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
Intercreditor and Collateral Agency Agreement • November 16th, 2017 • PogoTec, Inc. • New York

This Contribution, Indemnity, Intercreditor and Collateral Agency Agreement (this “Agreement”), dated as of June 14, 2017, is entered into by and among PogoTec, Inc., a Delaware corporation (the “Company”), the persons and entities delivering a signature page hereto, as the same may be updated from time to time (the “Investors”), and Jack McDougall, as the collateral agent appointed pursuant to the terms and conditions hereof (the “Collateral Agent”).

FIRST AMENDED AND RESTATED U.S. INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
Intercreditor and Collateral Agency Agreement • September 8th, 2004 • Crown Holdings Inc • Metal cans

This FIRST AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (as amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, herein called this “Agreement”) is dated as of February 26, 2003 and amended and restated as of September 1, 2004 among (i) CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Term B Dollar Lenders and Revolving Dollar Lenders from time to time party to the Credit Agreement (as defined below), (ii) CITIBANK INTERNATIONAL PLC, as U.K. administrative agent (in such capacity, together with its successors and assigns, the “U.K. Agent” and together with the Administrative Agent, the “Bank Agents”) for the New Term Euro Lenders and the Revolving Euro Lenders from time to time party to the Credit Agreement, (iii) WELLS FARGO BANK, N.A., as trustee (in such capacity, together with its successors and assigns, th

SECOND AMENDMENT TO AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
Intercreditor and Collateral Agency Agreement • March 12th, 2013 • PostRock Energy Corp • Crude petroleum & natural gas • New York

THIS SECOND AMENDMENT TO AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (the “Amendment”) dated as of December 20, 2012 (the “Amendment Effective Date”) is entered into by and among ROYAL BANK OF CANADA, in its capacity as resigning administrative agent and resigning collateral agent under the First Lien Credit Agreement (as defined below), CITIBANK, N.A. in its capacity as successor administrative agent and successor collateral agent under the First Lien Credit Agreement for the First Lien Lenders (as defined below) (in such capacities, with its successors and assigns, the “First Lien Agent”), ROYAL BANK OF CANADA, in its capacity as resigning collateral agent under the Intercreditor Agreement (as defined below), CITIBANK, N.A., in its capacity as successor collateral agent under the Intercreditor Agreement for the Secured Parties (in such capacity, with its successors and assigns, the “Collateral Agent”), POSTROCK ENERGY SERVICES CORPORATION, a Delaware corporatio

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT among AUNA COLOMBIA S.A.S., as USD Borrower under the USD Credit Agreement ONCOSALUD S.A.C., as PEN Borrower under the PEN Credit Agreement the GUARANTORS referred to herein SCOTIABANK PERU S.A.A., as PEN...
Intercreditor and Collateral Agency Agreement • September 30th, 2020 • Auna S.A.A. • Services-offices & clinics of doctors of medicine • New York

WHEREAS, the USD Borrower, the lenders from time to time party thereto (the “USD Lenders”), the hedge providers from time to time party thereto (the “Hedge Providers”) and the USD Administrative Agent have entered into a credit agreement, dated as of December 21, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “USD Credit Agreement”), providing for the making of loans to the USD Borrower in an aggregate principal amount up to U.S.$110,000,000;

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT among VARIOUS CREDITORS OF TELETECH HOLDINGS, INC. and BANK OF AMERICA, N.A., as Collateral Agent
Intercreditor and Collateral Agency Agreement • March 8th, 2004 • Teletech Holdings Inc • Services-business services, nec • New York

This INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (this “Agreement”) dated as of October 24, 2003 is entered into among BANK OF AMERICA, N.A. (“Bank of America”) in its capacity as administrative agent for the Lenders (as defined below) under the Credit Agreement referred to below (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”), the Purchasers referred to below, various other creditors of TeleTech Holdings, Inc., a Delaware corporation (the “Company”), and BANK OF AMERICA, as Collateral Agent (as defined below).

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