Pledge Agreement



 Exhibit 10.24 
 PLEDGE AGREEMENT 
 This PLEDGE AGREEMENT, dated as of May 11, 2006 (together with all
amendments, restatements or other modifications, if any, from time to time hereto, this “Agreement”) between AEGIS COMMUNICATIONS GROUP, INC., a Delaware corporation (the “Pledgor”) and THE CIT GROUP/BUSINESS
CREDIT, INC., in its capacity as agent (“Agent”) for the lenders (“Lenders”) party to the Financing Agreement (as defined below). 
 W I T N E S S E T H: 
 WHEREAS, pursuant to that certain Financing Agreement dated as of the date
hereof by and among Pledgor, ADVANCED TELEMARKETING CORPORATION, a Nevada corporation (“ATC”), IQI, INC., a New York corporation (“IQI”), LEXI INTERNATIONAL, INC., a California corporation (“Lexi”),
and INTERSERV SERVICES CORPORATION, a Delaware corporation (“InterServ” and together with Pledgor, ATC, IQI and Lexi, each individually a “Borrower” and collectively, the “Borrowers”), Agent and the
Lenders (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified (the “Financing Agreement”) the Lenders have agreed to make loans to, and to assist in
the establishing of Letters of Credit for the benefit of, Borrowers; 
 WHEREAS, Pledgor is the record and beneficial owner of the shares of
stock or membership interests listed in Part A of Schedule I hereto and the owner of the promissory notes and instruments listed in Part B of Schedule I hereto; 
 WHEREAS, Pledgor directly benefits from the credit facilities made available to Borrowers under the Financing Agreement; 
 WHEREAS, in order to induce Agent and Lenders to make the loans and assist in the establishing of Letters of Credit as provided for in the Financing
Agreement, Pledgor has agreed to pledge the Pledged Collateral to Agent in accordance herewith; 
 NOW, THEREFORE, in consideration of the
premises and the covenants hereinafter contained and to induce Lenders to make loans and to assist in the establishing of Letters of Credit under the Financing Agreement, it is agreed as follows: 
 1.    Definitions. Unless otherwise defined herein, terms defined in the Financing Agreement are used herein as therein
defined, and the following shall have (unless otherwise provided elsewhere in this Agreement) the following respective meanings (such meanings being equally applicable to both the singular and plural form of the terms defined): 
 “Bankruptcy Code” means title 11, United States Code, as amended from time to time, and any successor statute thereto. 
 “Pledged Collateral” has the meaning assigned to such term in Section 2 hereof. 
 “Pledged Entity” means an issuer of Pledged Shares or Pledged Indebtedness. 







 “Pledged Indebtedness” means the Indebtedness evidenced by promissory notes and
instruments listed on Part B of Schedule I hereto; 
 “Pledged Shares” means those shares or membership interests
listed on Part A of Schedule I hereto. 
 “Secured Obligations” has the meaning assigned to such term in
Section 3 hereof. 
 2.    Pledge. Pledgor hereby pledges to Agent, and grants to Agent for itself and
the benefit of Lenders, a first priority security interest in all of the following (collectively, the “Pledged Collateral”): 
 (a) the Pledged Shares and the certificates representing the Pledged Shares, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Pledged Shares; and 
 (b) such portion, as determined by Agent
as provided in Section 6(d) below, of any additional shares of stock or membership interests of a Pledged Entity from time to time acquired by Pledgor in any manner (which shares or membership interests shall be deemed to be part of the
Pledged Shares), and the certificates representing such additional shares or membership interests, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such stock or membership interests; and 
 (c) the Pledged Indebtedness and the
promissory notes or instruments evidencing the Pledged Indebtedness, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of the Pledged Indebtedness; and

 (d) all additional Indebtedness arising after the date hereof and owing to Pledgor and evidenced by promissory notes or
other instruments, together with such promissory notes and instruments, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of that Pledged Indebtedness.

 3.    Security for Obligations. This Agreement secures, and the Pledged Collateral is security for, the prompt
payment in full when due, whether at stated maturity, by acceleration or otherwise, and performance of all Obligations of any kind under or in connection with the Financing Agreement and the other Loan Documents and all obligations of Pledgor now or
hereafter existing under this Agreement including, without limitation, all fees, costs and expenses whether in connection with collection actions hereunder or otherwise (collectively, the “Secured Obligations”). 
 4.    Delivery of Pledged Collateral. All certificates and all promissory notes and instruments evidencing the Pledged
Collateral shall be delivered to and held by or on behalf of Agent, for itself and the benefit of Lenders, pursuant hereto. All Pledged Shares shall be 
  

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 accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to
Agent and all promissory notes or other instruments evidencing the Pledged Indebtedness shall be endorsed by Pledgor. 
 5.    Representations and Warranties. Pledgor represents and warrants to Agent that: 
 (a) Pledgor is, and at the time of delivery of the Pledged Shares to Agent will be, (i) the sole holder of record and the sole beneficial owner of such Pledged Collateral pledged by Pledgor free and clear of any lien thereon or
affecting the title thereto, except for any lien created by this Agreement and except for any Permitted Encumbrances and (ii) the sole owner of such Pledged Collateral free and clear of any lien thereon or affecting title thereto, except for
any lien created by this Agreement and except for any Permitted Encumbrances; 
 (b) All of the Pledged Shares have been duly
authorized, validly issued and are fully paid and non-assessable; the Pledged Indebtedness has been duly authorized, authenticated or issued and delivered by, and is the legal, valid and binding obligations of, the Pledged Entities, and no such
Pledged Entity is in default thereunder; 
 (c) Pledgor has the right and requisite authority to pledge, assign, transfer,
deliver, deposit and set over the Pledged Collateral pledged by Pledgor to Agent as provided herein; 
 (d) None of the
Pledged Shares or Pledged Indebtedness has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, except to the extent any
such violation would not have, or would not reasonably be expected to have, a Material Adverse Effect; 
 (e) All of the
Pledged Shares are presently owned by Pledgor, and are presently represented by the certificates listed on Part A of Schedule I hereto. As of the date hereof, there are no existing options, warrants, calls or commitments of any character
whatsoever relating to the Pledged Shares; 
 (f) No consent, approval, authorization or other order or other action by, and
no notice to or filing with, any governmental authority or any other Person is required (i) for the pledge by Pledgor of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by
Pledgor, or (ii) for the exercise by Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be required in connection with such
disposition by laws affecting the offering and sale of securities generally; 
 (g) The pledge, assignment and delivery of the
Pledged Collateral pursuant to this Agreement will create a valid first priority lien on and a first priority perfected security interest in favor of the Agent for the benefit of Agent and Lenders in the Pledged Collateral and the proceeds thereof,
securing the payment of the Secured Obligations, subject to no other lien other than Permitted Encumbrances; 
  

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 (h) This Agreement has been duly authorized, executed and delivered by Pledgor and
constitutes a legal, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms; 
 (i)
The Pledged Shares constitute 100% of the issued and outstanding shares of stock or membership interests of each Pledged Entity held by Pledgor, which such issued and outstanding shares of stock or membership interests constitute the percentage
ownership of such Pledged Entity as set forth on Part A of Schedule I hereto; and 
 (j) Except as disclosed on Part B
of Schedule I, none of the Pledged Indebtedness is subordinated in right of payment to other Indebtedness (except for the Secured Obligations) or subject to the terms of an indenture. 
 The representations and warranties set forth in this Section 5 shall survive the execution and delivery of this Agreement. 
 6.    Covenants. Pledgor covenants and agrees that until the Termination Date: 
 (a) Without the prior written consent of Agent, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights
in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or grant a lien in the Pledged Collateral, unless otherwise expressly permitted by the Financing Agreement;

 (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions
as Agent from time to time may request in order to ensure to Agent and Lenders the benefits of the liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary UCC financing statements, which
may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state,
local or foreign law in connection with such liens or any sale or transfer of the Pledged Collateral; 
 (c) Pledgor has and
will defend the title to the Pledged Collateral and the liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such liens; and 
 (d) Pledgor will, upon obtaining ownership of any additional stock or membership interests or promissory notes or instruments of a Pledged
Entity or stock or membership interests or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which stock, membership interests, notes or instruments are not already Pledged Collateral,
promptly (and in any event within five (5) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such
additional stock, membership interests, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional stock, membership interests, notes and instruments. Pledgor hereby authorizes Agent to attach 
  

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 each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness
listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateral. 
 7.    Pledgor’s Rights. As long as no Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: 

(a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part
thereof for all purposes not inconsistent with the provisions of this Agreement, the Financing Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which
would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Financing Agreement): 
 (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; 
 (ii) the consolidation or merger of a Pledged Entity with any other Person, other than as permitted by the Financing Agreement; 
 (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for liens in favor of Agent or liens
permitted by the Financing Agreement; 
 (iv) any change in the authorized number of shares, membership interests, the stated capital or the
authorized share capital of a Pledged Entity or the issuance of any additional shares of its stock or additional membership interests; or 
 (v) the alteration of the voting rights with respect to the stock or membership interests of a Pledged Entity; and 
 (b)      (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not
in violation of the Financing Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise
distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in
connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral;
provided, however, that until actually paid all rights to such distributions shall remain subject to the lien created by this Agreement; and 
 (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other 
  

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 distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered
to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same
form as so received (with any necessary indorsement). 
 8.    Defaults and Remedies; Proxy. 
 (a) Upon the occurrence of an Event of Default and during the continuation of such Event of Default, and concurrently with written notice
to Pledgor, Agent (personally or through an agent) is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exchange certificates or instruments
representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest,
principal and other distributions made thereon, to sell in one or more sales after ten (10) Days’ notice of the time and place of any public sale or of the time at which a private sale is to take place (which notice Pledgor agrees is
commercially reasonable) the whole or any part of the Pledged Collateral and to otherwise act with respect to the Pledged Collateral as though Agent was the outright owner thereof. Any sale shall be made at a public or private sale at Agent’s
place of business, or at any place to be named in the notice of sale, either for cash or upon credit or for future delivery at such price as Agent may deem fair, and Agent may be the purchaser of the whole or any part of the Pledged Collateral so
sold and hold the same thereafter in its own right free from any claim of Pledgor or any right of redemption. Each sale shall be made to the highest bidder, but Agent reserves the right to reject any and all bids at such sale which, in its
discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any sale hereunder may be conducted by an
auctioneer or any officer or agent of Agent. SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS AGENT AS THE PROXY AND ATTORNEY-IN-FACT OF PLEDGOR WITH RESPECT TO THE PLEDGED COLLATERAL,
INCLUDING THE RIGHT TO VOTE THE PLEDGED SHARES, WITH FULL POWER OF SUBSTITUTION TO DO SO. THE APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION DATE. IN ADDITION TO THE
RIGHT TO VOTE THE PLEDGED SHARES, THE APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED SHARES WOULD BE ENTITLED (INCLUDING
GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS AND MEMBERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND MEMBERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING
ANY TRANSFER OF ANY PLEDGED SHARES ON THE RECORD BOOKS OF THE 
  

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 ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF THE PLEDGED SHARES OR ANY OFFICER OR AGENT
THEREOF), UPON THE OCCURRENCE OF AN EVENT OF DEFAULT. NOTWITHSTANDING THE FOREGOING, AGENT SHALL NOT HAVE ANY DUTY TO EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO.

 (b) If, at the original time or times appointed for the sale of the whole or any part of the Pledged Collateral, the
highest bid, if there be but one sale, shall be inadequate to discharge in full all the Secured Obligations, or if the Pledged Collateral be offered for sale in lots, if at any of such sales, the highest bid for the lot offered for sale would
indicate to Agent, in its discretion, that the proceeds of the sales of the whole of the Pledged Collateral would be unlikely to be sufficient to discharge all the Secured Obligations, Agent may, on one or more occasions and in its discretion,
postpone any of said sales by public announcement at the time of sale or the time of previous postponement of sale, and no other notice of such postponement or postponements of sale need be given, any other notice being hereby waived;
provided, however, that any sale or sales made after such postponement shall be after ten (10) Days’ notice to Pledgor. 
 (c) [RESERVED] 
 (d) [RESERVED] 
 (e) If, at any time when Agent shall determine to exercise its right to sell the whole or any part of the Pledged Collateral hereunder,
such Pledged Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as amended (or any similar statute then in effect) (the “Act”), Agent may, in
its discretion (subject only to applicable requirements of law), sell such Pledged Collateral or part thereof by private sale in such manner and under such circumstances as Agent may deem necessary or advisable, but subject to the other requirements
of this Section 8, and shall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the foregoing, in any such event, Agent in its discretion (x) may, in accordance with
applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Collateral or part thereof could be or shall have been filed under said Act (or similar statute),
(y) may approach and negotiate with a single possible purchaser to effect such sale, and (z) may restrict such sale to a purchaser who is an accredited investor under the Act and who will represent and agree that such purchaser is
purchasing for its own account, for investment and not with a view to the distribution or sale of such Pledged Collateral or any part thereof. In addition to a private sale as provided above in this Section 8, if any of the Pledged
Collateral shall not be freely distributable to the public without registration under the Act (or similar statute) at the time of any proposed sale pursuant to this Section 8, then Agent shall not be required to effect such registration
or cause the same to be effected but, in its discretion (subject only to applicable requirements of law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions: 
  

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 (i) as to the financial sophistication and ability of any Person permitted to bid or purchase at any
such sale; 
 (ii) as to the content of legends to be placed upon any certificates representing the Pledged Collateral sold in such sale,
including restrictions on future transfer thereof; 
 (iii) as to the representations required to be made by each Person bidding or
purchasing at such sale relating to that Person’s access to financial information about Pledgor and such Person’s intentions as to the holding of the Pledged Collateral so sold for investment for its own account and not with a view to the
distribution thereof; and 
 (iv) as to such other matters as Agent may, in its discretion, deem necessary or appropriate in order that such
sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Act and all applicable state securities laws. 
 (f) Pledgor recognizes that Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to
resort to one or more private sales thereof in accordance with clause (e) above. Pledgor also acknowledges that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale
and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. Agent shall be under no obligation to delay a sale of
any of the Pledged Collateral for the period of time necessary to permit the Pledged Entity to register such securities for public sale under the Act, or under applicable state securities laws, even if Pledgor and the Pledged Entity would agree to
do so. 
 (g) Pledgor agrees to the maximum extent permitted by applicable law that following the occurrence and during the
continuance of an Event of Default it will not at any time plead, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or redemption law now or hereafter in force in order to prevent or delay the enforcement of this
Agreement, or the absolute sale of the whole or any part of the Pledged Collateral or the possession thereof by any purchaser at any sale hereunder, and Pledgor waives the benefit of all such laws to the extent it lawfully may do so. Pledgor agrees
that it will not interfere with any right, power and remedy of Agent provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by Agent of any one or more
of such rights, powers or remedies. No failure or delay on the part of Agent to exercise any such right, power or remedy and no notice or demand which may be given to or made upon Pledgor by Agent with respect to any such remedies shall operate as a
waiver thereof, or limit or impair Agent’s right to take any action or to exercise any power or remedy hereunder, without notice or demand, or prejudice its rights as against Pledgor in any respect. 
 (h) Pledgor further agrees that a breach of any of the covenants contained in this Section 8 will cause irreparable injury to
Agent, that Agent shall have no adequate 
  

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 remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant
contained in this Section 8 shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that the
Secured Obligations are not then due and payable in accordance with the agreements and instruments governing and evidencing such obligations. 
 9.    Waiver. No delay on Agent’s part in exercising any power of sale, lien, option or other right hereunder, and no notice or demand which may be given to or made upon Pledgor by Agent with respect to any
power of sale, lien, option or other right hereunder, shall constitute a waiver thereof, or limit or impair Agent’s right to take any action or to exercise any power of sale, lien, option, or any other right hereunder, without notice or demand,
or prejudice Agent’s rights as against Pledgor in any respect. 
 10.    Assignment. Agent may assign,
indorse or transfer any instrument evidencing all or any part of the Secured Obligations as provided in, and in accordance with, the Financing Agreement, and the holder of such instrument shall be entitled to the benefits of this Agreement.

 11.    [RESERVED] 
 12.    Lien Absolute. All rights of Agent hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional irrespective of: 
 (a) any lack of validity or enforceability of the Financing Agreement, any other Loan Document or any other agreement or instrument
governing or evidencing any Secured Obligations; 
 (b) any change in the time, manner or place of payment of, or in any other
term of, all or any part of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Financing Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any Secured
Obligations; 
 (c) any exchange, release or non-perfection of any other Collateral, or any release or amendment or waiver of
or consent to departure from any guaranty, for all or any of the Secured Obligations; 
 (d) the insolvency of any Borrower;
or 
 (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Pledgor.

 13.    Release. Pledgor consents and agrees that Agent may at any time, or from time to time, in its
discretion: 
 (a) renew, extend or change the time of payment, and/or the manner, place or terms of payment of all or any
part of the Secured Obligations; and 
  

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 (b) exchange, release and/or surrender all or any of the Collateral (including the
Pledged Collateral), or any part thereof, by whomsoever deposited, which is now or may hereafter be held by Agent in connection with all or any of the Secured Obligations; all in such manner and upon such terms as Agent may deem proper, and without
notice to or further assent from Pledgor, it being hereby agreed that Pledgor shall be and remain bound upon this Agreement, irrespective of the value or condition of any of the Collateral, and notwithstanding any such change, exchange, settlement,
compromise, surrender, release, renewal or extension, and notwithstanding also that the Secured Obligations may, at any time, exceed the aggregate principal amount thereof set forth in the Financing Agreement, or any other agreement governing any
Secured Obligations. Pledgor hereby waives notice of acceptance of this Agreement, and also presentment, demand, protest and notice of dishonor of any and all of the Secured Obligations, and promptness in commencing suit against any party hereto or
liable hereon, and in giving any notice to or of making any claim or demand hereunder upon Pledgor. No act or omission of any kind on Agent’s part shall in any event affect or impair this Agreement. 
 14.    Reinstatement. This Agreement shall remain in full force and effect and continue to be effective should any petition be
filed by or against Pledgor or any Pledged Entity for liquidation or reorganization, should Pledgor or any Pledged Entity become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any
significant part of Pledgor’s or a Pledged Entity’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference”, “fraudulent conveyance”, or otherwise, all as though such
payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned. 
 15.    Miscellaneous. 
 (a) Agent may execute any of its duties hereunder by or through agents or employees and shall be entitled to advice of counsel concerning
all matters pertaining to its duties hereunder. 
 (b) Pledgor agrees to promptly reimburse Agent for actual out-of-pocket
expenses, including, without limitation, reasonable counsel fees, incurred by Agent in connection with the administration and enforcement of this Agreement. 
 (c) Neither Agent, nor any of its respective officers, directors, employees, agents or counsel shall be liable for any action lawfully
taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. 
 (d) THIS AGREEMENT SHALL BE BINDING UPON PLEDGOR AND ITS SUCCESSORS AND ASSIGNS (INCLUDING A DEBTOR-IN-POSSESSION ON BEHALF OF PLEDGOR),
AND SHALL INURE TO THE BENEFIT OF, AND BE 
  

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 ENFORCEABLE BY, AGENT AND ITS SUCCESSORS AND ASSIGNS, AND SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE, AND NONE OF THE TERMS OR PROVISIONS OF THIS AGREEMENT MAY BE WAIVED, ALTERED, MODIFIED OR AMENDED EXCEPT IN WRITING DULY SIGNED
FOR AND ON BEHALF OF AGENT AND PLEDGOR. 
 16.    Severability. If for any reason any provision or provisions
hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or effect those portions of this Agreement which are valid. 
 17.    Notices. Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent,
approval, declaration or other communication shall or may be given to or served upon any of the parties by any other party, or whenever any of the parties desires to give or serve upon any other a communication with respect to this Agreement, each
such notice, demand, request, consent, approval, declaration or other communication shall be in writing and either shall be delivered in person or sent by registered or certified mail, return receipt requested, with proper postage prepaid, or by
facsimile transmission and confirmed by delivery of a copy by personal delivery or United States Mail as otherwise provided herein: 
         (a) If to Agent, at: 
     The CIT Group/Business Credit, Inc.

     5420 LBJ Freeway, Suite 200 
     Dallas, Texas, 75240 
     Attention: Regional Credit Manager

     If to Pledgor, at: 
     Aegis Communications Group, Inc. 
     8001 Bent Branch Drive

     Irving, TX 75063 
     With a copy to: 
     Hughes & Luce LLP 
     1717 Main Street 
     Suite 2800 
     Dallas, Texas 75201 
     Attention: David G. Luther, Jr. 
 or
at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval,
declaration or other communication hereunder shall be deemed to have been duly served, given or delivered (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the United States Mail, registered or certified
mail, return receipt requested, with proper postage prepaid, (b) upon transmission, when 
  

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 sent by telecopy or other similar facsimile transmission (with such telecopy or facsimile promptly confirmed by delivery
of a copy by personal delivery or United States Mail as otherwise provided in this Section 17, (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid, or (d) when delivered, if
hand-delivered by messenger. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration or other communication to the persons designated above to receive copies shall in no way adversely affect the
effectiveness of such notice, demand, request, consent, approval, declaration or other communication. 
 18.    Section Titles. The Section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

 19.    Counterparts. This Agreement may be executed in any number of counterparts, which shall, collectively
and separately, constitute one agreement. 
 20.    Benefit of Lenders. All security interests granted or
contemplated hereby shall be for the benefit of Agent and Lenders, and all proceeds or payments realized from the Pledged Collateral in accordance herewith shall be applied to the Obligations in accordance with the terms of the Financing Agreement.

 [signature page follows] 
  

 12 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date
first written above. 
  

			
	 AEGIS COMMUNICATIONS GROUP, INC.

		
	 By:
	 	 /s/ Kannan Ramasamy
  

		 	 Name: Kannan Ramasamy

		 	 Title: President & CEO











	
	 THE CIT GROUP/BUSINESS CREDIT, INC.

	
	 By:                                      
                                        
                  

	 Name:

	 Its Duly Authorized Signatory










 SCHEDULE I 
 PART A 
 PLEDGED SHARES 
  

									
	Pledged Entity	 	Class of
Stock or
Membership
Interests	 	Stock Certificate
Number(s)	 	Number of
Shares or
Membership
Interests	 	Percentage of
Outstanding Shares
or
Membership
Interests
	 Lexi International, Inc.
	 	Common	 	81	 	10,000	 	100%
	 InterServ Services Corporation
	 	Common	 	1	 	1,000	 	100%
	 EBA Direct Inc.
	 	Class A Common	 	CA-5	 	2	 	65%
	 EBA Direct Inc.
	 	Class B Common	 	CB-4	 	49	 	65%

 PART B 
 PLEDGED INDEBTEDNESS 
  

									
	Pledged Entity	 	Initial Principal
Amount	 	Issue Date	 	Maturity Date	 	Interest Rate
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 








 SCHEDULE II 
 PLEDGE AMENDMENT 
 This Pledge Amendment, dated
                            ,          is delivered
pursuant to Section 6(d) of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement. The undersigned hereby certifies that the
representations and warranties in Section 5 of the Pledge Agreement are and continue to be true and correct, both as to the promissory notes, instruments and shares pledged prior to this Pledge Amendment and as to the promissory notes,
instruments and shares pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain Pledge Agreement, dated May      , 2006 between undersigned,
as Pledgor, and The CIT Group/Business Credit, Inc., as Agent, (the “Pledge Agreement”) and that the Pledged Shares and Pledged Indebtedness listed on this Pledge Amendment shall be and become a part of the Pledged Collateral
referred to in said Pledge Agreement and shall secure all Secured Obligations referred to in said Pledge Agreement. The undersigned acknowledges that any promissory notes, instruments or shares not included in the Pledged Collateral at the
discretion of Agent may not otherwise be pledged by Pledgor to any other Person or otherwise used as security for any obligations other than the Secured Obligations. 
  

	
	
	
	 By:                                      
                                        
                  

	
	 Name:                                      
                                     

	
	 Title:                                      
                                      
 



  

									
	 Name
and
 Address of Pledgor
	 	Pledged Entity	 	Class of
Stock or
Membership
Interests	 	Certificate
Number(s)	 	Number of
Shares
or
Membership
Interests
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 

  
  

									
	Pledged Entity	 	Initial Principal
Amount	 	Issue Date	 	Maturity Date	 	Interest
Rate