Amended and Restated Pledge Agreement



 Exhibit 10.45 
  
 AMENDED AND RESTATED PLEDGE AGREEMENT 
  
 THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this “Pledge Agreement”) dated as of June 24, 2005 is by
and among the parties identified as “Pledgors” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (individually a “Pledgor”, and collectively the
“Pledgors”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Secured Obligations referenced below. 
  
 W I T N E S S E T H 
  
 WHEREAS, a $100 million credit facility has been established in favor of ICT
Group, Inc., a Pennsylvania corporation (the “Borrower”), pursuant to the terms of that Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”) dated as of the
date hereof among the Borrower, the Guarantors identified therein, the Lenders identified therein and Bank of America, N.A., as Administrative Agent; 
  
 WHEREAS, this Pledge Agreement is required under the terms of the Credit Agreement; and 
  
 WHEREAS, this Pledge Agreement is given in amendment to, restatement of and substitution for the Amended and Restated Pledge
Agreement dated as of December 2, 2003 among the Pledgors and Bank of America, N.A., as administrative agent. 
  
 NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows: 
  
 1.
Definitions. 
  
 (a) Capitalized terms used and not
otherwise defined herein shall have the meanings provided in the Credit Agreement. 
  
 (b) As used herein, the following terms shall have the meanings assigned thereto in the Uniform Commercial Code in effect in the State of New York on the date hereof: Accession, Financial Asset, Proceeds and Security.

  
 (c) As used herein, the following terms shall have the
meanings set forth below: 
  
 “Pledged
Collateral” has the meaning provided in Section 2 hereof. 
  
 “Pledged Shares” has the meaning provided in Section 2 hereof. 
  
 “Secured Obligations” means, without duplication, (a) all of the obligations of the Loan Parties to the Lenders
(including the L/C Issuer and the Swing Line Lender) and the Administrative Agent under the Loan Documents (including, but not limited to, any interest accruing after the commencement by or against any Loan Party of a proceeding under any Debtor
Relief Laws, regardless of whether such interest is an allowed claim under such proceeding), whether now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, howsoever evidenced, created, held or acquired,
whether primary, secondary, direct, contingent, or joint and several, as such obligations may be amended, modified, increased, extended, renewed or replaced from time to time, (b) all of the obligations owing by any Loan Party under any Swap
Contract or Treasury Management Agreement with any Lender or any Affiliate of a Lender, whether now existing or hereafter arising, and (c) all costs and expenses incurred in connection with enforcement and collection of the obligations described in
the foregoing clauses (a) and (b), including reasonable attorneys’ fees. 







 “UCC” means the Uniform Commercial Code. 
  
 2. Pledge and Grant of Security Interest. To secure the prompt payment
and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Pledgor hereby grants, pledges and assigns to the Administrative Agent, for the benefit of the holders of
the Secured Obligations, a continuing security interest in, and a right to set-off against, any and all right, title and interest of such Pledgor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter
(collectively, the “Pledged Collateral”): 
  
 (a) Pledged Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock owned by such Pledgor of each Domestic Subsidiary set forth on
Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of Capital Stock entitled to vote (within the meaning of Treas. Reg. Section
1.956-2(c)(2)) (“Voting Equity”) and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section
1.956-2(c)(2)) (“Non-Voting Equity”) owned by such Pledgor of each Foreign Subsidiary set forth on Schedule 2(a) attached hereto, in each case together with the certificates (or other agreements or instruments), if any,
representing such Capital Stock, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Section 2(b) and 2(c) below, the “Pledged Shares”),
including, but not limited to, the following: 
  
 (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from
a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Pledged Shares; and 
  
 (B) without affecting the obligations of the Pledgors under
any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger involving the issuer of any Pledged Shares and in which such issuer is not the surviving entity, all Capital Stock of the
successor entity formed by or resulting from such consolidation or merger. 
  
 (b) Additional Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock owned by such Pledgor of any Person that hereafter becomes
a Domestic Subsidiary and (ii) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor) of the Voting Equity and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the Non-Voting Equity owned by
such Pledgor of any Person that hereafter becomes a Foreign Subsidiary, including, without limitation, the certificates (or other agreements or instruments) representing such Capital Stock. 
  
 (c) Accessions and Proceeds. All Accessions and all
Proceeds of any and all of the foregoing. 
  

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 Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a
Pledgor may from time to time hereafter deliver additional Capital Stock to the Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the Administrative Agent, such additional Capital Stock shall be deemed to be
part of the Pledged Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule 2(a) is amended to refer to such additional Capital Stock. 
  
 3. Security for Secured Obligations. The security interest created
hereby in the Pledged Collateral of each Pledgor constitutes continuing collateral security for all of the Secured Obligations. 
  
 4. Delivery of the Pledged Collateral. Each Pledgor hereby agrees that: 
  
 (a) Each Pledgor shall deliver to the Administrative Agent (i) simultaneously with or prior to the execution
and delivery of this Pledge Agreement, all certificates representing the Pledged Shares of such Pledgor and (ii) promptly upon the receipt thereof by or on behalf of such Pledgor, all other certificates and instruments constituting Pledged
Collateral of such Pledgor. Prior to delivery to the Administrative Agent, all such certificates and instruments constituting Pledged Collateral of such Pledgor shall be held in trust by such Pledgor for the benefit of the Administrative Agent
pursuant hereto. All such certificates shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Schedule 4(a)
attached hereto. 
  
 (b) Additional
Securities. If such Pledgor shall receive by virtue of its being or having been the owner of any Pledged Collateral, any (i) certificate, including without limitation, any certificate representing a dividend or distribution in connection with
any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or other equity interests, stock splits, spin-off or split-off, promissory notes or other instruments; (ii) option or right, whether
as an addition to, substitution for, or an exchange for, any Pledged Collateral or otherwise; (iii) dividends payable in securities; or (iv) distributions of securities in connection with a partial or total liquidation, dissolution or reduction of
capital, capital surplus or paid-in surplus, then such Pledgor shall receive such certificate, instrument, option, right or distribution in trust for the benefit of the Administrative Agent, shall segregate it from such Pledgor’s other property
and shall deliver it forthwith to the Administrative Agent in the exact form received together with any necessary endorsement and/or appropriate stock power duly executed in blank, substantially in the form provided in Schedule 4(a), to be
held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations. 
  
 (c) Financing Statements. Each Pledgor authorizes the Administrative Agent to file one or more financing statements (which may
describe the collateral as “all assets” or “all personal property”) disclosing the Administrative Agent’s security interest in the Pledged Collateral. Each Pledgor agrees to execute and deliver to the Administrative Agent
such financing statements and other filings as may be reasonably requested by the Administrative Agent in order to perfect and protect the security interest created hereby in the Pledged Collateral of such Pledgor. 
  
 5. Representations and Warranties. Each Pledgor hereby represents and
warrants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, that: 
  
 (a) Authorization of Pledged Shares. The Pledged Shares are duly authorized and validly issued, are fully paid and nonassessable
and are not subject to the preemptive rights of any Person. 
  

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 (b) Title. Each Pledgor has good and indefeasible title to the Pledged Collateral
of such Pledgor and is the legal and beneficial owner of such Pledged Collateral free and clear of any Lien, other than Permitted Liens. There exists no “adverse claim” within the meaning of Section 8-102 of the UCC with respect to the
Pledged Shares of such Pledgor. 
  
 (c)
Exercising of Rights. The exercise by the Administrative Agent of its rights and remedies hereunder will not violate any law or governmental regulation or any material contractual restriction binding on or affecting such Pledgor or any of its
property. 
  
 (d) Pledgor’s
Authority. No authorization, approval or action by, and no notice or filing with any Governmental Authority or with the issuer of any Pledged Stock is required either (i) for the pledge made by such Pledgor or for the granting of the security
interest by such Pledgor pursuant to this Pledge Agreement (except as have been already obtained) or (ii) with respect to the Domestic Subsidiaries, for the exercise by the Administrative Agent or the holders of the Secured Obligations of their
rights and remedies hereunder (except as may be required by laws affecting the offering and sale of securities). 
  
 (e) Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent for
the benefit of the holders of the Secured Obligations, in the Pledged Collateral. The taking of possession by the Administrative Agent of the certificates representing the Pledged Shares and all other certificates and instruments constituting
Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in the Pledged Shares and, when properly perfected by filing or registration, in all other Pledged Collateral represented by such
Pledged Shares and instruments securing the Secured Obligations. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect such security interest. 
  
 (f) Partnership and Membership Interests. Except as previously disclosed to the Administrative Agent,
none of the Pledged Shares consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article
8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. 
  
 6. Covenants. Each Pledgor hereby covenants, that so long as any of the Secured Obligations remains outstanding and until all of the commitments
relating thereto have been terminated, such Pledgor shall: 
  
 (a) Defense of Title. Warrant and defend title to and ownership of the Pledged Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein,
keep the Pledged Collateral free from all Liens, except for Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted under the Credit
Agreement and the other Loan Documents. 
  

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 (b) Further Assurances. Promptly execute and deliver at its expense all further
instruments and documents and take all further action that may be necessary and desirable or that the Administrative Agent may reasonably request in order to (i) perfect and protect the security interest created hereby in the Pledged Collateral of
such Pledgor (including, without limitation, any and all action necessary to satisfy the Administrative Agent that the Administrative Agent has obtained a first priority perfected security interest in all Pledged Collateral); (ii) enable the
Administrative Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral of such Pledgor; and (iii) otherwise effect the purposes of this Pledge Agreement, including, without limitation and if requested by
the Administrative Agent, delivering to the Administrative Agent irrevocable proxies in respect of the Pledged Collateral of such Pledgor. 
  
 (c) Amendments. Not make or consent to any amendment or other modification or waiver with respect to any of the Pledged Collateral
of such Pledgor or enter into any agreement or allow to exist any restriction with respect to any of the Pledged Collateral of such Pledgor other than pursuant hereto or as may be permitted under the Credit Agreement. 
  
 (d) Compliance with Securities Laws. File all reports
and other information now or hereafter required to be filed by such Pledgor with the United States Securities and Exchange Commission and any other state, federal or foreign agency in connection with the ownership of the Pledged Collateral of such
Pledgor. 
  
 (e) Issuance or Acquisition of
Capital Stock. Not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may require, issue or acquire any Capital Stock
consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC,
(iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. 
  
 7. Advances by Holders of the Secured Obligations. On failure of any Pledgor to perform any of the covenants and agreements contained herein, the
Administrative Agent may, at its sole option and in its sole discretion, and upon advance notice to the Pledgors, perform the same and in so doing may expend such sums as the Administrative Agent may reasonably deem advisable in the performance
thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures
that the Administrative Agent may make for the protection of the security hereof or may be compelled to make by operation of law. All such sums and amounts so expended shall be repayable by the Pledgors on a joint and several basis promptly upon
timely notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at the Default Rate for Base Rate Loans. No such performance of any covenant or agreement by
the Administrative Agent, and no such advance or expenditure therefor, shall relieve the Pledgors of any default under the terms of this Pledge Agreement, the other Loan Documents or any other documents relating to the Secured Obligations. The
Administrative Agent may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill,
statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by a Pledgor in appropriate proceedings and against which adequate
reserves are being maintained in accordance with GAAP. 
  

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 8. [Reserved]. 
  
 9. Remedies. 
  
 (a) General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of
the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and
garnishment), the rights and remedies of a secured party under the UCC of the jurisdiction applicable to the affected Pledged Collateral. 
  
 (b) Sale of Pledged Collateral. Upon the occurrence of an Event of Default and during the continuation thereof, without limiting the generality of
this Section 9 and without notice, the Administrative Agent may, in its sole discretion, sell or otherwise dispose of or realize upon the Pledged Collateral, or any part thereof, in one or more parcels, at public or private sale, at any exchange or
broker’s board or elsewhere, at such price or prices and on such other terms as the Administrative Agent may deem commercially reasonable, for cash, credit or for future delivery or otherwise in accordance with applicable law. To the extent
permitted by law, any holder of the Secured Obligations may in such event, bid for the purchase of such securities. Each Pledgor agrees that, to the extent notice of sale shall be required by law and has not been waived by such Pledgor, any
requirement of reasonable notice shall be met if notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to such Pledgor, in accordance with the
notice provisions of Section 11.02 of the Credit Agreement at least ten days before the time of such sale. The Administrative Agent shall not be obligated to make any sale of Pledged Collateral of such Pledgor regardless of notice of sale having
been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so
adjourned. 
  
 (c) Private Sale. Upon the occurrence of an
Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged
Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged
Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other
terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation
to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act. Each Pledgor further acknowledges and agrees
that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may
be advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a
“public offering” under the Securities Act, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral. 
  

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 (d) Retention of Pledged Collateral. To the extent permitted under applicable law, in addition to
the rights and remedies hereunder, upon the occurrence of an Event of Default, the Administrative Agent may, after providing the notices required by Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable law
of the relevant jurisdiction, accept or retain all or any portion of the Pledged Collateral in satisfaction of the Secured Obligations. Unless and until the Administrative Agent shall have provided such notices, however, the Administrative Agent
shall not be deemed to have accepted or retained any Pledged Collateral in satisfaction of any Secured Obligations for any reason. 
  
 (e) Deficiency. In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the
Administrative Agent or the holders of the Secured Obligations are legally entitled, the Pledgors shall be jointly and severally liable for the deficiency, together with interest thereon at the Default Rate for Base Rate Loans, together with the
costs of collection and reasonable attorneys’ fees. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Pledgors or to whomsoever a court of competent jurisdiction shall determine to
be entitled thereto. 
  
 10. Rights of the Administrative
Agent. 
  
 (a) Power of Attorney. In addition to other
powers of attorney contained herein, each Pledgor hereby designates and appoints the Administrative Agent, on behalf of the holders of the Secured Obligations, and each of its designees or agents, as attorney-in-fact of such Pledgor, irrevocably and
with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuation of an Event of Default: 
  

(i) to demand, collect, settle, compromise and adjust, and give discharges and releases concerning the Pledged Collateral, all as the
Administrative Agent may reasonably deem appropriate; 
  
 (ii) to commence and prosecute any actions at any court for the purposes of collecting any of the Pledged Collateral and enforcing any other right in respect thereof; 
  
 (iii) to defend, settle or compromise any action brought and, in connection therewith, give such discharge
or release as the Administrative Agent may reasonably deem appropriate; 
  
 (iv) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Pledged Collateral; 
  
 (v) to direct any parties liable for any payment in connection with any of the Pledged Collateral to make
payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; 
  
 (vi) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of
or arising out of any Pledged Collateral; 
  

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 (vii) to sign and endorse any drafts, assignments, proxies, stock powers, verifications,
notices and other documents relating to the Pledged Collateral; 
  
 (viii) to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and
documents that the Administrative Agent may reasonably deem appropriate in order to perfect and maintain the security interests and liens granted in this Pledge Agreement and in order to fully consummate all of the transactions contemplated therein;

  
 (ix) to exchange any of the Pledged
Collateral or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Pledged Collateral with any committee, depository, transfer
agent, registrar or other designated agency upon such terms as the Administrative Agent may reasonably deem appropriate; 
  
 (x) to vote for a shareholder resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Pledged
Collateral into the name of the Administrative Agent or one or more of the holders of the Secured Obligations or into the name of any transferee to whom the Pledged Collateral or any part thereof may be sold pursuant to Section 9 hereof; and

  
 (xi) to do and perform all such other acts
and things as the Administrative Agent may reasonably deem appropriate or convenient in connection with the Pledged Collateral. 
  
 This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any of the Secured Obligations shall remain outstanding
and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted
to the Administrative Agent in this Pledge Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact
or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protect, preserve and
realize upon its security interest in the Pledged Collateral. 
  
 (b) Assignment by the Administrative Agent. The Administrative Agent may from time to time assign the Secured Obligations and any portion thereof and/or the Pledged Collateral and any portion thereof, and the assignee shall be
entitled to all of the rights and remedies of the Administrative Agent under this Pledge Agreement in relation thereto. 
  
 (c) The Administrative Agent’s Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral
while being held by the Administrative Agent hereunder, the Administrative Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Pledgors shall be responsible for preservation of all
rights in the Pledged Collateral, and the Administrative Agent shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering the surrender of it to the Pledgors. The Administrative Agent shall be deemed to have
exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment 
  

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 substantially equal to that which the Administrative Agent accords its own property, which shall be no less than the
treatment employed by a reasonable and prudent agent in the industry, it being understood that the Administrative Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities,
tenders or other matters relating to any Pledged Collateral, whether or not the Administrative Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any of
the Pledged Collateral. 
  
 (d) Voting Rights in Respect of
the Pledged Collateral. 
  
 (i) So long as no
Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose
not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and 
  
 (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other
consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Agent, which shall then have the sole right to
exercise such voting and other consensual rights. 
  
 (e)
Dividend Rights in Respect of the Pledged Collateral. 
  
 (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends
constituting Pledged Collateral addressed hereinabove) or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. 
  
 (ii) Upon the occurrence and during the continuance of an Event of Default: 
  
 (A) all rights of a Pledgor to receive the dividends and
interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon be vested in the Administrative Agent, which shall then have the sole right to
receive and hold as Pledged Collateral such dividends and interest payments; and 
  
 (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection
shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received,
to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations. 
  
 (f) Release of Pledged Collateral. The Administrative Agent may release any of the Pledged Collateral from this Pledge Agreement or may substitute
any of the Pledged Collateral for other Pledged Collateral without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of this Pledge Agreement as to any Pledged Collateral not expressly released or
substituted, and this Pledge Agreement shall continue as a first priority lien on all Pledged Collateral not expressly released or substituted. 
  

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 11. Rights of Required Lenders. All rights of the Administrative Agent hereunder, if not exercised
by the Administrative Agent, may be exercised by the Required Lenders. 
  
 12. Application of Proceeds. Upon the occurrence and during the continuation of an Event of Default, any payments in respect of the Secured Obligations and any proceeds of the Pledged Collateral, when received by the Administrative
Agent or any of the holders of the Secured Obligations in cash or its equivalent, will be applied in reduction of the Secured Obligations in the order set forth in the Credit Agreement or other document relating to the Secured Obligations, and each
Pledgor irrevocably waives the right to direct the application of such payments and proceeds and acknowledges and agrees that the Administrative Agent shall have the continuing and exclusive right to apply and reapply any and all such payments and
proceeds in the Administrative Agent’s sole discretion, notwithstanding any entry to the contrary upon any of its books and records. 
  
 13. Continuing Agreement. 
  
 (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured
Obligations remains outstanding (other than contingent indemnity obligations not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and termination, this Pledge Agreement shall be
automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, forthwith release all of its liens and security interests hereunder and shall execute and
deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge
Agreement. 
  
 (b) This Pledge Agreement shall continue to be
effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the
Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations
is rescinded or must be restored or returned, all reasonable costs and expenses (including, without limitation, attorneys’ fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and
enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations. 
  
 14. Amendments and Waivers. This Pledge Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated
except as set forth in Section 11.01 of the Credit Agreement. 
  
 15. Successors in Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and shall be binding upon each Pledgor, its successors and assigns, and shall inure, together with the rights and
remedies of the Administrative Agent and the holders of the Secured Obligations hereunder, to the benefit of the Administrative Agent and the holders of the Secured Obligations and their successors and permitted assigns; provided, however,
that none of the Pledgors may assign its rights or delegate its duties hereunder without the prior written consent of the requisite Lenders under the Credit Agreement. To the fullest extent permitted by law, each Pledgor hereby releases the
Administrative Agent and each holder of the Secured Obligations, and their respective successors and assigns, from any liability for any act or omission relating to this Pledge Agreement or the Collateral, except for any liability arising from the
gross negligence or willful misconduct of the Administrative Agent or such holder, or their respective officers, employees or agents. 
  

 10 








 16. Notices. All notices required or permitted to be given under this Pledge Agreement shall be
given as provided in Section 11.02 of the Credit Agreement. 
  
 17. Counterparts. This Pledge Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be
necessary in making proof of this Pledge Agreement to produce or account for more than one such counterpart. 
  
 18. Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or
construction of any provision of this Pledge Agreement. 
  
 19.
Governing Law; Submission to Jurisdiction; Venue. 
  
 (a)
THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND
EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. 
  
 (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK, NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF
SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS PLEDGE AGREEMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS PLEDGE AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE. 
  
 20. Waiver of Right to Trial by Jury. 
  
 EACH PARTY TO THIS PLEDGE AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO
TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO
THIS PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY
SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE 
  

 11 








 DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS PLEDGE AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 
  
 21. Severability. If any provision of this Pledge Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully
severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions. 
  
 22. Entirety. This Pledge Agreement, the other Loan Documents and the other documents relating to the Secured
Obligations represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Loan Documents, any
other documents relating to the Secured Obligations, or the transactions contemplated herein and therein. 
  
 23. Survival. All representations and warranties of the Pledgors hereunder shall survive the execution and delivery of this Pledge Agreement, the
other Loan Documents and the other documents relating to the Secured Obligations, the delivery of the Notes and the extension of credit thereunder or in connection therewith. 
  
 24. Other Security. To the extent that any of the Secured Obligations are now or hereafter secured by property other
than the Pledged Collateral (including, without limitation, real and other personal property owned by a Pledgor), or by a guarantee, endorsement or property of any other Person, then the Administrative Agent shall have the right to proceed against
such other property, guarantee or endorsement upon the occurrence of any Event of Default, and the Administrative Agent shall have the right, in its sole discretion, to determine which rights, security, liens, security interests or remedies the
Administrative Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or the Secured Obligations or any of the rights of the Administrative Agent or the
holders of the Secured Obligations under this Pledge Agreement, under any of the other Loan Documents or under any other document relating to the Secured Obligations. 
  
 25. Joint and Several Obligations of Pledgors. 
  
 (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation
to be provided by the holders of the Secured Obligations, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the
obligations of each of them. 
  
 (b) Each of the Pledgors jointly
and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising
under this Pledge Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of
the Pledgors without preferences or distinction among them. 
  
 (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each 
  

 12 








 Guarantor under the Credit Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the
largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. 
  
 [Signature Pages Follow] 
  

 13 








 Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and
delivered as of the date first above written. 
  

					
	PLEDGORS:	 	ICT GROUP, INC.,
	 	 	a Pennsylvania corporation
			
	 	 	By:	 	  


	 	 	Name:	 	 
	 	 	Title:	 	 
		
	 	 	YARDLEY ENTERPRISES, INC.,
	 	 	a Delaware corporation
			
	 	 	By:	 	  


	 	 	Name:	 	 
	 	 	Title:	 	 
		
	 	 	ICT INTERNATIONAL, INC.,
	 	 	a Delaware corporation
			
	 	 	By:	 	  


	 	 	Name:	 	 
	 	 	Title:	 	 
		
	 	 	HARVEST RESOURCES, INC.,
	 	 	a Delaware corporation
			
	 	 	By:	 	  


	 	 	Name:	 	 
	 	 	Title:	 	 

  

			
	Accepted and agreed to as of the date first above written.
	
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	  


	Name:	 	 
	Title:	 	 








 Schedule 2(a) 
  
 Pledged Shares 
  

											
	 Pledgor

	  	 Issuer

	  	 Number of
 Shares

	  	 Certificate
 Number

	  	Percentage
Ownership

	 
	ICT Group, Inc.	  	Yardley Enterprises, Inc.	  	 	100	  	2	  	100	%
	ICT Group, Inc.	  	ICT International, Inc.	  	 	3,000	  	1	  	100	%
	ICT Group, Inc.	  	Eurotel Marketing Limited	  	 	334,330	  	N/A	  	65	%
	ICT Group, Inc.	  	ICT Australia Pty Limited	  	 	65	  	2	  	65	%
	ICT Group, Inc.	  	ICT/Canada Marketing, Inc.	  	 
 	10
980	  	A-1
B-4	  	100
49	%
%
	Yardley Enterprises, Inc.	  	Harvest Resources, Inc.	  	 	100	  	3	  	100	%
	ICT Group, Inc.	  	ICT Barbados, Inc.	  	 	65	  	3	  	65	%
	ICT Group, Inc.	  	ICT Marketing Services of Mexico, S. de R.L. de C.V.	  	$	2990	  	1	  	65	%
	ICT International, Inc.	  	ICT Marketing Services of Asia Pacific Pte. Ltd.	  	 	65	  	5	  	65	%

  

	*	The stock certificate identified in the table above for ICT Marketing Services of Mexico, S. de R.L. de C.V. represents 100% of the issued and outstanding Capital Stock. The parties
hereto acknowledge that the applicable Pledgor has pledged pursuant to this Pledge Agreement only 65% of the issued and outstanding Capital Stock evidenced by such stock certificate. 

  

	*	Eurotel Marketing Limited has 521,045 shares of issued and outstanding Capital Stock. The Borrower covenants and agrees to deliver stock certificate(s) representing 65% of the
outstanding Capital Stock of Eurotel Marketing Limited to the Administrative Agent within 90 days of the Closing Date (together with related undated stock powers executed in blank). Upon receipt thereof by the Administrative Agent, the
Administrative Agent will insert the stock certificate number and the number of shares into this Schedule 2(a). 








 Schedule 4(a) 
  
 Form of Irrevocable Stock Power 
  
 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to 
  
 the following shares of capital stock of
                                        
    , a
                                     corporation: 

 

			
	 Number of Shares

	 	 Certificate Number



  
  
 and irrevocably appoints
                                        
                                 its agent and attorney-in-fact to transfer all or any
part of such capital stock and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. The effectiveness of a transfer pursuant to this
stock power shall be subject to any and all transfer restrictions referenced on the face of the certificates evidencing such interest or in the certificate of incorporation or bylaws of the subject corporation, to the extent they may from time to
time exist. 
  

			
	[HOLDER]
		
	 By:
	 	  


	 Name:
	 	 
	 Title: