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Exhibit 10.55  


EXECUTION COPY  


 
 

COLLATERAL TRUSTEE AGREEMENT    
    


        COLLATERAL TRUSTEE AGREEMENT (as amended and modified from time to time, this "Agreement") dated as of
January 26, 2004, among AEGIS COMMUNICATIONS GROUP, INC., a Delaware corporation ("Aegis"), as issuer of the Notes under the Note Purchase
Agreement referred to below, each of the subsidiaries of Aegis listed on the signature pages hereof or that become a party hereto pursuant to Section 5.10, as guarantors under the Subsidiary
Guaranty referred to below, Deutsche Bank AG-London acting through DB, LLC and Essar Gobal Limited ("Essar"), each as original noteholder
and administrative agent under the applicable Note referred to below (each, an "Administrative Agent") and WILMINGTON TRUST COMPANY, a Delaware banking
corporation, as Collateral Trustee (in such capacity, the "Collateral Trustee"). 


        Reference
is made to (a) the Note and Warrant Purchase Agreement, dated as of November 5, 2003 (the "Note Purchase
Agreement") among Aegis, Deutsche Bank AG-London acting through DB, LLC as investment advisor ("DB") and Essar Gobal
Limited ("Essar"), (b) the Secured Promissory Note, dated as of November 5, 2003, as amended and restated on January 28, 2004, made
by Aegis in the principal amount of $14,087,352.00 payable to DB (the "DB Note"), (c) the Secured Promissory Note, dated as of November 5,
2003, as amended and restated on January 28, 2004, made by Aegis in the principal amount of $14,143,815.00 payable to Essar (the "Essar Note")
and (d) the Subsidiary Guaranty from Advanced Telemarketing Corporation, IQI, Inc., Lexi International, Inc., InterServ Services Corporation, EBA Direct, Inc. and the
Additional Guarantors referred to therein (the "Guarantors"), in favor of DB and Essar (the "Guaranty"). 



        Simultaneously
with the execution and delivery of this Agreement, Aegis and the Guarantors have also entered into the Security Agreement, dated as of the date hereof, from Aegis and the
Guarantors in favor of the Collateral Trustee, pursuant to which Aegis and the Guarantors have granted Liens in certain collateral described therein in favor of the Collateral Trustee. 


        Reference
is also made to the Intercreditor Agreement to be executed simultaneously with this Agreement (the "Intercreditor Agreement"),
pursuant to which the Senior Lenders and Senior Agent (each as defined therein) have agreed, among other things, to share certain collateral and payments on the terms and conditions set forth therein. 



        Aegis,
the Guarantors, and the Administrative Agents on behalf of the Noteholders have requested the Collateral Trustee to act as Collateral Trustee for the Noteholders (the Collateral
Trustee, the Administrative Agents and the Noteholders are herein collectively referred to as the "Secured Parties") hereunder, under the Security
Agreement and under any other document that grants or purports to grant a security interest in favor of the Noteholders to secure the obligations of the Parent under the Notes and/or the Guarantors
under the Guaranty (collectively, the "Collateral Documents"). The Collateral Trustee is willing to act as Collateral Trustee for the Secured Parties
hereunder and under the Collateral Documents on the terms and subject to the conditions set forth in this Agreement. 


        Accordingly,
the parties hereto hereby agree as follows: 


 
 

ARTICLE I
  
    Definitions    
    


        SECTION
1.01    Certain Definitions.    (a) Terms used and not defined herein shall
have the meanings specified in the Notes, the Guaranty or in the Security Agreement. 


        (b)   The
words "hereof", "herein" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular
provisions hereof. All 





 



references
herein to Articles or Sections shall, unless otherwise specified, be deemed to refer to Articles and Sections of this Agreement. As used in this Agreement, the singular shall include the
plural as the context requires and the following words and phrases shall have the following meanings: (i) "including" means "including but not
limited to", (ii) "provisions" means "provisions, terms, covenants and/or conditions" and (iii) reference to any agreement is to be
construed as a reference to that agreement as it may from time to time be amended, amended and restated, supplemented or modified. 


 
 

ARTICLE II
  
    Declaration and Acceptance of Trust, Remedies    
    



        SECTION
2.01    Declaration and Acceptance of Trust.    The Administrative Agents, on behalf
of the Noteholders, request that Wilmington Trust Company act as Collateral Trustee for the Noteholders. The Collateral Trustee hereby declares, and each of Aegis, the Guarantors and the
Administrative Agents, for itself and on behalf of the Noteholders, agrees that the Collateral Trustee holds the right, title and interest of the Secured Parties under the Collateral Documents (the
"Trust Estate") as trustee in trust under this Agreement for the benefit of the Noteholders and the Administrative Agents as provided herein. By
acceptance of the benefits of this Agreement and the Notes, the Administrative Agents and each Noteholder (whether or not a signatory hereto) (i) consent to the appointment of the Collateral
Trustee as trustee hereunder, (ii) confirm that the Collateral Trustee shall have the authority to act as the exclusive agent of such Noteholder (x) for enforcement of any remedies under
or with respect to any Collateral Document, (y) the giving or withholding of any consent or approval relating to any Collateral or any obligations of Aegis or any Guarantor with respect thereto
and (z) for the execution and delivery of the Intercreditor Agreement and the performance of all obligations in connection with the Intercreditor Agreement and (iii) agree that, except
as provided in the Loan Documents and the Intercreditor Agreement, they shall not take any action to enforce any of such remedies or give any such consents or approvals. 


 
 

ARTICLE III
  
    Security Agreement; Intercreditor Agreement    
    


        SECTION
3.01    Execution and Delivery of the Collateral Documents.    On the date hereof, the
Collateral Trustee shall execute and deliver the Security Agreement and each of the other Collateral Documents to which it is a party, and it shall thereafter act as Collateral Trustee on behalf of
the Secured Parties on the terms and conditions as provided herein and therein. 


        SECTION
3.02    Execution, Delivery and Performance of the Intercreditor Agreement.    On the
date hereof, the Collateral Trustee shall execute and deliver the Intercreditor Agreement as Collateral Trustee on behalf of the Secured Parties on the terms and conditions as provided herein and
therein and from and after the date hereof shall perform all of its obligations thereunder for itself and as agent of each Noteholder. 


 
 

ARTICLE IV
  
    Collateral Trustee    
    


        SECTION
4.01    Delivery of Secured Documents.    On the date hereof, Aegis shall deliver to
the Collateral Trustee a true and complete copy of each of the Loan Documents as in effect on the date hereof. Promptly upon the execution thereof, Aegis shall deliver to the Collateral Trustee a true
and complete copy of any and all amendments, modifications or supplements to any Loan Document and of any Loan Documents entered into after the date of this Agreement. 


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        SECTION
4.02    Information as to Noteholders.    The Administrative Agents shall deliver to
the Collateral Trustee from time to time upon request of the Collateral Trustee a list setting forth, by each Note, (i) the aggregate principal amount outstanding thereunder, (ii) the
interest rate or rates then in effect thereunder, and (iii) the names of the Noteholders thereof and the unpaid principal amount thereof owing to each such Noteholder. The Administrative Agents
shall furnish to the Collateral Trustee within 30 days of a request therefor a list setting forth the name and address of each party to whom notices must be sent by the Collateral Trustee under
the Loan Documents, and the Administrative Agents agree to furnish promptly to the Collateral Trustee any changes or additions to such list. 


        SECTION
4.03    Compensation and Expenses.    Aegis agrees to pay to the Collateral Trustee,
from time to time upon demand, (i) compensation (which shall not be limited by any provision of law in regard to compensation of a trustee of an express trust) for its services hereunder and
for administering the Trust Estate, as heretofore agreed between the Collateral Trustee and Aegis, and (ii) all of the reasonable fees, costs and expenses of the Collateral Trustee (including,
without limitation, the reasonable fees and disbursements of its counsel and such special counsel as the Collateral Trustee elects to retain) (a) arising in connection with the preparation,
execution, delivery, modification and termination of this Agreement and the other Loan Documents, or the enforcement of any provisions hereof and thereof, or (b) incurred or required to be
advanced in connection with the administration of the Trust Estate or the preservation, protection or defense of the Collateral Trustee's rights under this Agreement and the
other Loan Documents and in and to the Collateral and the Trust Estate. The recurring annual fees of the Collateral Trustee as stipulated in a separate fee schedule agreed to between Aegis and the
Collateral Trustee shall be payable upon each anniversary date of this Agreement. The obligations of Aegis under this Section 4.03 shall survive the termination of this Agreement. 


        SECTION
4.04    Stamp and Other Similar Taxes.    Aegis agrees to indemnify and hold harmless
the Collateral Trustee and each other Secured Party from any present or future claim or liability for any mortgage, stamp or other similar tax and any penalties or interest with respect thereto, which
may be assessed, levied or collected by any jurisdiction in connection with this Agreement and the other Loan Documents. The obligations of Aegis under this Section 4.04 shall survive the
termination of this Agreement. 


        SECTION
4.05    Filing Fees, Excise Taxes, Etc.    Aegis agrees to pay or to reimburse the
Collateral Trustee for any and all amounts in respect of all search, filing, recording and registration fees, taxes, excise taxes and other similar imposts which may be payable or determined to be
payable in respect of the execution, delivery, performance and enforcement of this Agreement and the other Loan Documents to the extent the same may be paid or reimbursed by Aegis without subjecting
the Collateral Trustee or any Secured Party to any civil or criminal liability. The obligations of Aegis under this Section 4.05 shall survive the termination of this Agreement. 


        SECTION
4.06    Indemnification.    (a) Each of Aegis and the Guarantors, jointly and
severally, agrees to pay, indemnify, and hold the Collateral Trustee harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents;  provided,
however, that the Collateral Trustee shall not be indemnified under this clause to the extent
such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements are found by final judgment of a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of the Collateral Trustee. 


        (b)   In
any suit, proceeding or action brought by the Collateral Trustee with respect to the Collateral or for any sum owing in respect of Secured Obligations, or to enforce
the provisions of this 


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Agreement
or any other Loan Document, each of Aegis and the Guarantors, jointly and severally, shall save, indemnify and keep the Collateral Trustee and each of the other Secured Parties harmless from
and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever incurred or suffered by the Collateral
Trustee or such other Secured Party, as the case may be, arising out of a breach by Aegis or any Guarantor of any obligation set forth in this Agreement or any other Loan Document, and all such
obligations of Aegis and each Guarantor shall be and remain enforceable against and only against Aegis and such Guarantor and shall not be enforceable against the Collateral Trustee or any other
Secured Party. The provisions of this Section 4.06. shall survive the termination of this Agreement. 



        SECTION
4.07    Further Assurances.    At any time and from time to time, upon the written
request of the Collateral Trustee, and at the expense of Aegis or the Guarantors, each of Aegis and any Guarantor shall promptly execute and deliver any and all such further instruments and documents
and take such further action as the Collateral Trustee reasonably deems necessary or desirable in obtaining the full benefits of this Agreement. 


        SECTION
4.08    Certain Duties.    The Collateral Trustee's sole duty with respect to the
custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with such Collateral in the same
manner as it customarily deals with similar collateral of other parties held by it. The Collateral Trustee shall promptly deliver to the Administrative Agents a copy of each notice, request, report or
other document delivered to it pursuant to any Loan Document to which it is a party. 


        SECTION
4.09    Exculpatory Provisions.    (a) The Collateral Trustee shall not be
responsible in any manner whatsoever for the correctness of any recitals, statements, representations or warranties herein contained, all of which are made solely by Aegis or the Guarantors. The
Collateral Trustee makes no representations as to the value or condition of the Trust Estate or any part thereof, or as to the title of Aegis or the Guarantors thereto or as to the security afforded
by this Agreement or any other Loan Document, or as to the validity, execution (except its own execution thereof), enforceability, legality or sufficiency of this Agreement, any other Loan Document or
of the Secured Obligations, and the Collateral Trustee shall incur no liability or responsibility with respect to any such matters. The Collateral Trustee shall not be responsible for insuring the
Trust Estate or for the payment of taxes, charges, assessments or Liens upon the Trust Estate or otherwise as to the maintenance of the Trust Estate. 


        (b)   The
Collateral Trustee shall not be required to ascertain or inquire as to the performance by Aegis, any Guarantor or any other person of any of the covenants or
agreements contained herein or in any other Loan Document. Whenever it is necessary, or in the opinion of the Collateral Trustee advisable, for the Collateral Trustee to ascertain the amount of
Secured Obligations then held by a Secured Party, the Collateral Trustee may rely on a certificate of such Secured Party as to such amount, and if any Secured Party shall not provide such information
to the Collateral Trustee, such Secured Party shall not be entitled to receive payments hereunder (in which case the amounts otherwise payable to such Secured Party shall be held in trust for such
Secured Party) until such Secured Party has provided such information to the Collateral Trustee. 


        (c)   The
Collateral Trustee shall not be personally liable for any action taken or omitted to be taken by it in accordance with this Agreement or any Loan Document, except
for such actions or omissions that constitute gross negligence or willful misconduct by the Collateral Trustee. The Collateral Trustee and its affiliates may make credit extensions to, accept deposits
from and generally engage in any kind of business with Aegis and its parent or Subsidiaries as though the Collateral Trustee were not the Collateral Trustee hereunder. 


        SECTION
4.10    Delegation of Duties.    The Collateral Trustee may execute any of the trusts
or powers hereof and perform any duty hereunder either directly or by or through agents or 


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attorneys-in-fact
which it shall select with due care. The Collateral Trustee shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it. 


        SECTION
4.11    Reliance by Collateral Trustee.    (a) Whenever in the administration
of the trusts of this Agreement the Collateral Trustee shall deem it necessary or advisable that a matter be proved or established in connection with the taking of any action hereunder by the
Collateral Trustee, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively provided or established by a certificate of an officer of
Aegis delivered to the Collateral Trustee, and such officer's certificate shall be full warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon. 


        (b)   The
Collateral Trustee may consult with counsel, and any opinion of such counsel (which may be in-house counsel for the Collateral Trustee) shall be full and
complete authorization and protection in respect of any action taken or suffered by it hereunder in accordance therewith. The Collateral Trustee shall have the right at any time to seek instructions
concerning the administration of the Trust Estate from any court of competent jurisdiction. 



        (c)   The
Collateral Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request,
consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of
telecopies and telexes, to have been sent by the proper party or parties. The Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming to the requirements of this Agreement or any other Loan Document. 



        (d)   The
Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Agreement unless the Collateral
Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction, including,
without limitation, such reasonable advances as may be requested by the Collateral Trustee. 


        SECTION
4.12    Limitations on Duties of Collateral Trustee.    The Collateral Trustee shall
not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction of the Administrative Agents. Except as herein otherwise expressly provided, the Collateral
Trustee shall not be under any obligation to take any action which is discretionary with the Collateral Trustee under the
provisions hereof except upon the written request of the Administrative Agents. The Collateral Trustee shall make available for inspection and copying by the Administrative Agents each certificate or
other paper furnished to the Collateral Trustee by Aegis or any Guarantor under or in respect of this Agreement or any other Loan Document or any portion of the Trust Estate. 


        SECTION
4.13    Funds to be Held in Trust.    All funds received by the Collateral Trustee
under or pursuant to any provision of this Agreement shall be held in trust for the purposes for which they were paid or are held in accordance with the provisions hereof. 


        SECTION
4.14    Resignation of the Collateral Trustee.    (a) The Collateral Trustee
may at any time, by giving 30 days' prior written notice to Aegis and the Administrative Agents, resign and be discharged of the responsibilities hereby created, such resignation to become
effective upon the earlier of (i) 60 days from the date of such notice and (ii) the appointment of a successor Collateral Trustee or Collateral Trustees by the Administrative
Agents. If no successor Collateral Trustee or Collateral Trustees shall be appointed and approved within 60 days from the date of the giving of the aforesaid notice of resignation, the
Collateral Trustee (notwithstanding the termination of all of its other duties and obligations hereunder by reason of such resignation) shall, or any Secured Party or Aegis may, apply to any court of
competent jurisdiction to appoint a successor Collateral Trustee or Collateral 


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Trustees
(which may be an individual or individuals) to act until such time, if any, as a successor Collateral Trustee or Collateral Trustees shall have been appointed as above provided. Any successor
Collateral Trustee or Collateral Trustees so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee or Collateral Trustees approved by the
Administrative Agents as above provided. 


        (b)   If
at any time the Collateral Trustee shall resign or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of Collateral Trustee
for any other cause, a successor Collateral Trustee or Collateral Trustees may be appointed by the Administrative Agents, and the powers, duties, authority and title of the predecessor Collateral
Trustee or Collateral Trustees terminated and canceled without procuring the resignation of such predecessor Collateral Trustee or Collateral Trustees, and without any other formality (except as may
be required by applicable law) other than appointment and designation of a successor Collateral Trustee or Collateral Trustees in writing duly acknowledged, delivered to the predecessor Collateral
Trustee or Collateral Trustees, and filed for record in each public office, if any, in which this Agreement is required to be filed. 


        (c)   The
appointment and designation referred to in Section 4.14(b) shall, after any required filing, be full evidence of the right and authority to make the same and
of all the facts therein recited, and this Agreement shall vest in such successor Collateral Trustee or Collateral Trustees, without any further act, deed or conveyance, all of the estate and title of
its predecessor or their predecessors, and upon such filing for record the successor Collateral Trustee or Collateral Trustees shall become fully vested with all the estates, properties, rights,
powers, trusts, duties, authority and title of its predecessor or their predecessors. Such predecessor or predecessors shall, nevertheless, on the written request of the Administrative Agents or their
or its successor Collateral Trustee or Collateral Trustees, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties,
authority and title of such predecessor or predecessors hereunder and shall deliver all securities and funds held by it or them to such successor Collateral Trustee or Collateral Trustees. 


        (d)   Any
required filing for record of the instrument appointing a successor Collateral Trustees as hereinabove provided shall be at the expense of Aegis. 



        SECTION
4.15    Status of Successors to Collateral Trustee.    Except as permitted by
Section 4.14, every successor to the Collateral Trustee appointed pursuant to Section 4.14 shall be a bank or trust company in good standing and having power so to act, incorporated
under the laws of the United States or any State thereof or the District of Columbia, and having its principal corporate trust office within the forty-eight contiguous States, and shall also have
capital, surplus and undivided profits of not less than $50,000,000. 



        SECTION
4.16    Merger of Collateral Trustee.    Any corporate person into which the
Collateral Trustee may be merged, or with which it may be consolidated, or any company resulting from any merger or consolidation to which the Collateral Trustee shall be a party, shall be the
Collateral Trustee under this Agreement without the execution or filing of any paper or any further act on the part of the parties hereto. 


        SECTION
4.17    Appointment of Additional and Separate Collateral Trustee.    Whenever
(i) the Collateral Trustee shall deem it necessary or prudent in order to conform to any law of any jurisdiction in which all or any part of the Collateral shall be situated or to make any
claim or bring any suit with respect to or in connection with the Collateral, or (ii) the Collateral Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in
the interest of the Secured Parties, then in any such case, subject to the Intercreditor Agreement, the Collateral Trustee shall execute and deliver from time to time all instruments and agreements
necessary or proper to constitute another bank or trust company or one or more persons approved by the Collateral Trustee either to act as additional trustee or trustees of all or any part of the
Trust Estate, jointly with the Collateral Trustee, or to act as 


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separate
trustee or trustees of all or any part of the Trust Estate, in any such case with such powers as may be provided in such instruments or agreements, and to vest in such bank, trust company or
person as such additional trustee or separate trustee, as the case may be, any property, title, right or power of the Collateral Trustee deemed necessary or advisable by the Collateral Trustee. Each
of Aegis and the Guarantors hereby consents to all actions taken by the Collateral Trustee under the foregoing provisions of this Section 4.17. 


 
 

ARTICLE V
  
    Miscellaneous    
    


        SECTION
5.01    Amendments in Writing.    None of the terms or provisions of this Agreement
may be waived, amended, supplemented or otherwise modified except in accordance with Article Eight of the Indenture and Section 5.3 of the Intercreditor Agreement. 



        SECTION
5.02    Notices.    All notices, requests and demands (i) to or upon Aegis or
any Guarantor shall be addressed to or care of Aegis at Aegis's notice address set forth below: 





Aegis
Communications Group, Inc.

7880 Bent Branch Drive

Suite 150

Irving, Texas 75063

Attention: Herman M. Schwartz

Telecopy No.: 


with
a copy to: 



Hughes &
Luce, LLP

1717 Main Street

Suite 2800

Dallas, Texas 75201

Attn: David G. Luther

Fascimile: (214) 9390849 


(ii)        to
the Administrative Agents at: 


DB
Advisors LLC

280 Park Avenue

New York, New York 10017

Fascimile: (212) 797-4562

Attention: Counsel 


Essar
Global Limited

C/o Essar Group

145 E. 48th Street (PH)

New York, New York 10017

Facsimile: (212) 758-5860

Attention: Madhu Vuppuluri 



With
a copy to: 


Shearman &
Sterling LLP

599 Lexington Avenue

New York, New York 10022-6069

Facsimile: (212) 848-7179

Attention: Stephen M. Besen, Esq. 





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(iii)        to
the Collateral Trustee at: 


Wilmington
Trust Company

1100 North Market Street

Rodney Square North

Wilmington, DE 19896

Attn: Corporate Trust Administration

Telecopy No.: (302) 636-4140 






        SECTION
5.03    No Waiver by Course of Conduct, Cumulative Remedies.    The Collateral Trustee
shall not by any act (except by a written instrument pursuant to Section 5.01), delay, indulgence, omission or otherwise be deemed to have waived
any right or remedy hereunder. No failure to exercise, nor any delay in exercising, on the part of the Collateral Trustee, any right, power or privilege hereunder shall operate as a waiver thereof. No
single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the
Collateral Trustee of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Collateral Trustee would otherwise have on any future occasion.
The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law. 


        SECTION
5.04    Successors and Assigns.    This Agreement shall be binding upon the successors
and assigns of each party hereto and shall inure to the benefit of each such party and its assigns. 



        SECTION
5.05    Counterparts.    This Agreement may be executed by one or more of the parties
to this Agreement on any number of separate counterparts (including by telecopy), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one
and the same agreement. Signature pages may be detached from multiple counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an
executed counterpart of a signature page to this Agreement by telecopy shall be effective as delivery of a manually executed signature page. 



        SECTION
5.06    Severability.    Any provisions of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 


        SECTION
5.07    Section Headings.    The Article and Section titles contained in this
Agreement are, and shall be, without substantive meaning or content of any kind whatsoever and are not part of the agreement of the parties hereto. 


        SECTION
5.08    Entire Agreement.    This Agreement together with the other Loan Documents
represents the entire agreement of the parties and supersedes all prior agreements and understandings relating to the subject matter hereto concerning the Secured Obligations. 


        SECTION
5.09    Governing Law.    This Agreement and the rights and obligations of the parties
hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 


        SECTION
5.10    Jurisdiction, Etc.    (a) Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York
City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition
or 


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enforcement
of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any
such New York State court or, to the fullest extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have
to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. 


        (b)   Each
of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or Federal
court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court. 


        SECTION
5.11    Waiver of Jury Trial.    Each party hereto irrevocably waives all right to
trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement, any of the other Loan Documents or the actions of
any party in the negotiation, administration, performance or enforcement thereof. 



        SECTION
5.12    Subsidiary Guarantors.    If, pursuant to Section 8 of the Guaranty,
any Person who is not a Subsidiary Guarantor becomes a Subsidiary Guarantor thereunder, such Subsidiary shall execute and deliver to the Collateral Trustee (with a copy to the Administrative Agents) a
Joinder Agreement substantially in the form of Annex 1 (Form of Joinder Agreement) hereto and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as
a Guarantor party hereto on the Effective Date. 


[Signature
Pages follow] 


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        IN
WITNESS WHEREOF, each of the undersigned has caused this Collateral Trust Agreement to be duly executed and delivered as of the date first above written. 



	 	 	AEGIS COMMUNICATIONS GROUP, INC.
	

 	
 	

By:	
 	

/s/  HERMAN M. SCHWARZ      

	 	 	Name: Herman M. Schwarz

Title: President and Chief Executive Officer
	

 	
 	

The Guarantors:
	

 	
 	

ADVANCED TELEMARKETING CORPORATION
	

 	
 	

By:	
 	

/s/  HERMAN M. SCHWARZ      

	 	 	Name: Herman M. Schwarz

Title: President and Chief Executive Officer
	

 	
 	

IQI, INC.
	

 	
 	

By:	
 	

/s/  HERMAN M. SCHWARZ      

	 	 	Name: Herman M. Schwarz

Title: President and Chief Executive Officer
	

 	
 	

LEXI INTERNATIONAL, INC.
	

 	
 	

By:	
 	

/s/  HERMAN M. SCHWARZ      

	 	 	Name: Herman M. Schwarz

Title: President and Chief Executive Officer
	

 	
 	

INTERSERV SERVICE CORPORATION
	

 	
 	

By:	
 	

/s/  STEVEN ALRED HOUGH MARSHALL      

	 	 	Name: Steven Alred Hough Marshall

Title: Vice President and Secretary
	 	 	 	 	 



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EBA DIRECT, INC.
	

 	
 	

By:	
 	

/s/  HERMAN M. SCHWARZ      

	 	 	Name: Herman M. Schwarz

Title: President and Chief Executive Officer
	

 	
 	

DEUTSCHE BANK AG LONDON, acting through DB ADVISORS, LLC, as Administrative Agent and Noteholder,
	

 	
 	

By:	
 	

/s/  ROGER EHRENBERG      

	 	 	Name: Roger Ehrenberg

Title: President and Chief Executive Officer
	

 	
 	

By:	
 	

/s/  PAUL BIGLER      

	 	 	Name: Paul Bigler

Title: Chief Operating Officer
	

 	
 	

ESSAR GLOBAL LIMITED,

as Administrative Agent and Noteholder,
	

 	
 	

By:	
 	

/s/  MADHU S. VUPPULURI      

	 	 	Name: Madhu S. Vuppuluri

Title: Executive Director
	

 	
 	

WILMINGTON TRUST COMPANY,

as Collateral Trustee,
	

 	
 	

By:	
 	

/s/  JAMES J. MCGINLEY      

	 	 	Name: James J. McGinley

Title: Authorized Signatory




11





 
 
 

Annex I
  
    Form of Joinder Agreement


        This
Joinder Agreement, dated as of                            ,
20    , is delivered pursuant to  Section 5.12 (Subsidiary Guarantors) of the Collateral Trustee Agreement, dated as of January 26, 2004, among Wilmington Trust Company
(the "Collateral Trustee"), Deutsche Bank AG London acting through DB Advisors LLC and Essar Global Limited (each in its capacity as administrative
agent, an "Administrative Agent" Aegis Communications Graoup Inc. (the "Company"), and the
subsidiaries of Company listed on the signature pages thereof (the "Appointment Agreement"). Capitalized terms used herein but not defined herein are
used with the meanings given them in the Appointment Agreement. 


        By
executing and delivering this Joinder Agreement, the undersigned, as provided in Section 5.12 (Subsidiary Guarantors) of the
Appointment Agreement, hereby becomes a party to the Appointment Agreement as a Guarantor thereunder with the same force and effect as if originally named as a Guarantor therein. 


[SIGNATURE PAGE FOLLOWS] 


12





 

        IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above
written. 



	 	 	[SUBSIDIARY GUARANTOR]
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:





	ACKNOWLEDGED AND AGREED

as of the date first above written:
	

WILMINGTON TRUST COMPANY,
 as Collateral Trustee
	

By:	
 	

 	
 	

 
	 	 	
	 	 
	Name:

Title:
	
DEUTSCHE BANK AG LONDON, ACTING THROUGH

DB ADVISORS LLC,
 as Administrative Agent
	

By:	
 	

 	
 	

 
	 	 	
	 	 
	Name:

Title:
	

ESSAR GLOBAL LIMITED,
 as Administrative Agent
	

By:	
 	

 	
 	

 
	 	 	
	 	 
	Name:

Title:




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QuickLinks


COLLATERAL TRUSTEE AGREEMENT

ARTICLE I Definitions

ARTICLE II Declaration and Acceptance of Trust, Remedies

ARTICLE III Security Agreement; Intercreditor Agreement

ARTICLE IV Collateral Trustee

ARTICLE V Miscellaneous

Annex I Form of Joinder Agreement